Rama Petrochemicals Ltd Directors Report

Your Directors have pleasure in presenting the THIRTY NINTH ANNUAL REPORT together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31,2025.

FINANCIAL RESULTS ( in lacs)

	STANDALONE		CONSOLIDATED
	YEAR ENDED 31.03.2025	YEAR ENDED 31.03.2024	YEAR ENDED 31.03.2025	YEAR ENDED 31.03.2024
Profit/(Loss) before Depreciation	(679.02)	(164.14)	(681.29)	(165.10)
Depreciation	1.48	1.46	1.66	1.65
Profit/(Loss) before tax and exceptional items	(680.50)	(165.60)	(682.95)	(166.75)
Exceptional Items	-	126.03	-	126.03
Profit/(Loss) for the year	(680.50)	(39.57)	(682.95)	(40.72)
Other comprehensive income / (expense)	(4.01)	0.13	(4.01)	0.13
Total Comprehensive Profit/(Loss) for the year	(684.51)	(39.44)	(686.96)	(40.59)

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR AND THE STATE OF COMPANYS AFFAIRS

During the year under review, the Company did not have any manufacturing activities and was engaged in trading activities only.

DIVIDEND

In view of loss, your Directors regret their inability to recommend any dividend for the year under review. Dividend Distribution Policy is not applicable to the Company.

As the Company has not declared any dividend since the year 1998, there are no amounts which are required to be transferred to the IEPF Account as on the date of this Report.

RESERVES

No appropriations were made to any specific reserves for the year ended 31st March, 2025.

SHARE CAPITAL AND PREFERENTIAL ALLOTMENT

In accordance with the provisions of Sections 23, 42, 62(1)(C) of the Companies Act, 2013 (“the Act”), read with Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any of the Act (including any amendment thereto or re-enactment thereof for the time being in force), and subject to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2018, as amended, (“SEBI ICDR Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended (“SEBI SAST Regulations”), and subject to other applicable rules, regulations, and guidelines of SEBI and/or BSE Limited (“BSE”/”Stock Exchange”), where the equity shares of the Company are listed, and applicable and enabling provisions of the Memorandum and Article of Association of the Company, shareholders at their Extra Ordinary General Meeting (“EOGM”) held on February 18, 2025 approved the issuance and allotment of 49,50,950 warrants by way of preferential issue on private placement basis to a person belonging to the promoter category (“Preferential Issue”).

The Board of Directors has approved the allotment of 49,50,950 warrants to promoter group which was issued on preferential basis on March 21,2025 at an issue price of ? 10/- each convertible into one equity share of face value of ? 10 each fully paid up upon conversion of warrants. Further, the Board of Directors on March 26, 2025 has approved the conversion of 12,54,750 warrants into 12,54,750 equity shares of face value of ? 10 each issued to promoter group. Thus, the paid-up equity share capital of the Company has increased from ? 10,46,94,000 to ? 11,72,41,500 during the Financial Year 2024-25.

The Company does not have an Employee Stock Option Scheme nor are there any shares which are held in trust for the benefit of employees of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls that are commensurate with its size and nature of business to safeguard and protect the Company from losses and unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and ensuring timely reporting of financial statements. There were no frauds reported by the Auditors of the Company as on the date of this Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with the Auditors Certificate on compliance with the conditions of Corporate Governance issued by M/s Khandelwal and Mehta LLP, Chartered Accountants (Firm Registration No - W100084) pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015 is annexed hereto.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 pursuant to the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Mangement and Administration) Rules, 2014 is annexed hereto as ‘Annexure D and forms a part ofthis Report.

WEB ADDRESS

The Annual Return referred to in Section 92(3) of the Companies Act, 2013 and other details about the Company are available on the website of the Company www.ramapetrochemicals.com

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Rama Capital and Fiscal Services Private Limited is a wholly owned subsidiary of the Company which is engaged in the business of providing financial services. The turnover of the subsidiary during the year under review was ? 16,323/- and the loss after tax was ? 12,20,457/-. There were no other entities which became or ceased to be subsidiaries, associates or j oint ventures during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

The Board presently consists of Mr. Haresh D. Ramsinghani (DIN - 00035416) - Chairman and Managing Director, Mrs. Nilanjana H. Ramsinghnai (DIN - 01327609) - Non - Executive Women Director, Mr. Brij Lal Khanna (DIN - 00841927) - Non- Executive Independent Director, Mr. Pankaj Kumar Banerjee (DIN - 06757803) - Non-Executive Independent Director, Mr. Kishore P. Sukthanker (DIN - 10611925) - Non-Executive Independent Director and Mr. Shirish V. Karia (DIN - 00649135) - Non - Executive Director.

Mr. Ramrao G. Kulkarni (DIN - 03028670) - Independent Director Non - Executive Independent Directors of the Company have completed his tenure viz. second term of 5 (five) consecutive years on August 11,2024 and thus ceased to be the director of the Company. The Board places on record profound appreciation for the valuable contribution in channelising the growth and development of the Company.

Mr. Shirish V. Karia (DIN - 00649135) Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

The Board of Directors at their meeting held on May 29, 2024 based on the recommendations of the Nomination and Remuneration Committee and as approved by the Shareholders at the Annual General Meeting held on August 6, 2024 -

o Appointed Mr. Kishore Sukthanker (DIN 10611925) as Non-Executive Independent Director of the Company for

the term of 5 (five) consecutive years with effect from May 29, 2024 till May 28, 2029 (both days inclusive)

o Appointed Mr. Shirish V. Karia (DIN 00649135) as an Non- Executive Director with effect from May 29, 2024.

o Re-appointment of Mr. Haresh D. Ramsinghani (DIN: 00035416) as Chairman and Managing Director of the Company for the term of 5 (five) consecutive years with effect from November 5, 2024 till November 4, 2029 (both days inclusive).

The Board of Directors at their meeting held on May 27, 2025 based on the recommendations of the Nomination and Remuneration Committee approved the reappointment of Mr. Pankaj Kumar Banerjee (DIN 06757803) as an NonExecutive Independent Director of the Company whose term is expiring on August 13, 2025 for the second term of five (5) consecutive years from August 14, 2025 to August 13, 2025 (both days inclusive), subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

Mr. Haresh D. Ramsinghani - Chairman and Managing Director and CFO, Mrs. Renu Jain - Company Secretary and Compliance Officer are the Key Managerial Personnel (KMPs) of the Company.

DECLARATION FROM DIRECTORS

The Independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI LODR Regulations and have also registered with the Independent Directors Databank maintained by the IICA.

The independent Directors of the Company are informed about their roles, rights, responsibilities in the Company and also about the nature of the industry in which company operates and other related matters. The details of the familiarization program are available on the website of the Company at www.ramapetrochemicals.com.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION

Pursuant to the provisions of section 134 (3) of the Companies Act, 2013 and the applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors at their meeting held through VC/OAVM on February 14, 2025 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board. The criterion for evaluation are available on the website of the Company www.ramapetrochemicals.com.

The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. Chairperson of the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board.

NUMBER OF MEETINGS OF BOARD

During the year under review, 5 (Five) meetings of the Board of Directors were held through VC/OAVM on May 29, 2024, August 12, 2024, November 14, 2024, January 22, 2025 and February 14, 2025.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. The necessary quorum was present for all the Board Meetings.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the rules made there under and Regulation 18 of the SEBI Listing Regulations, the Audit Committee presently comprises of the following Directors viz., Mr. Brij Lal Khanna (DIN - 00841927) - Chairman, Mr. Haresh D. Ramsinghani (DIN - 00035416) and Mr. Pankaj Kumar

Banerjee (DIN - 06757803). All the members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. There were no instances when the recommendations of the Audit Committee were not accepted by the Board during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the rules made there under and Regulation 19 of the SEBI Listing Regulations, the Nomination & Remuneration Committee presently comprises of the following Directors viz., Mr. Kishore P. Sukthanker (DIN - 10611925) - Chairman, Mr. Haresh D. Ramsinghani (DIN - 00035416) and Mr. Brij Lal Khanna (DIN - 00841927).

The Nomination & Remuneration Committee has framed a policy in relation to remuneration of directors, Key Managerial Personnel and Senior Management and it lays down criteria for selection and appointment of Board Members and Senior Management. The details of the policy are available on the website of the Company at www.ramapetrochemicals.com.

RISK MANAGEMENT COMMITTEE

Business Risk Evaluation and Management is an on-going process within the organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The Company is not required to constitute a Risk Management Committee as it does not fulfill the criteria mentioned in Regulation 21 of the SEBI Listing Regulations.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has the mandate to review and redress stakeholder grievances. Stakeholders Relationship Committee presently comprises of the following Directors viz., Mr. Pankaj Kumar Banerjee (DIN - 06757803) - Chairman, Mrs Nilanjana H. Ramsinghani (DIN - 01327609), and Mr. Kishore P. Sukthanker (DIN - 10611925).

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not constituted a Corporate Social Responsibility Committee as the Company does not fulfill the prescribed criteria under Section 135 of the Companies Act, 2013.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

Details of loans, guarantees and investments, if any, are given under the Notes to Financial Statements.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the Audit Committee Chairman.

The Whistle Blower Policy has been uploaded on the website of the Company www.ramapetrochemicals.com. STATUTORY AUDITORS

M/s Khandelwal & Mehta LLP, Chartered Accountants, (Firm Registration No - W100084), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 34 th Annual General Meeting held on September 29, 2020 to hold office till the conclusion of the 39th Annual General Meeting to be held in the year 2025.

M/s Khandelwal & Mehta LLP, Chartered Accountants are being eligible to be re-appointed for a second term of 5 (five) years, in terms ofprovisions of Sections 139 and 141 ofthe Companies Act, 2013.

Accordingly, the Board of Directors of the Company at their meeting held on May 27, 2025 and on recommendation of Audit Committee and subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting, have approved the re-appointment of M/s Khandelwal & Mehta LLP, Chartered Accountants, (Firm Registration no: W100084), as Statutory Auditors of the Company for a second term of five (5) years i.e. from conclusion of the 39th Annual General Meeting till the conclusion of 44th Annual General Meeting to be held in the year 2030.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act and Rules issued thereunder, from M/s Khandelwal & Mehta LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the SEBI Listing Regulations.

STATUTORY AUDITORS REPORT

Your Directors refer to the observations made by the Auditors in their Report on Standalone and Consolidated Financial Statements for the Financial Year Ended 31st March, 2025 and wish to state that the Management has treated the payment as “Other Financial Assets” in the interim period pending the release of collateral security by all the security holders and same shall be adjusted in due course after the collateral securities are released by all the security holders

There were no frauds reported by the Auditors under sub section 12 of Section 143 of the Companies Act, 2013 during the year under review

COST AUDITOR

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended till date, the Company was not required to undertake an audit of the cost records for the year under review.

INTERNAL AUDITOR

The Company has appointed M/s. H. G. Sarvaiya & Co., Chartered Accountants as the Internal Auditors and their scope of work includes review of processes, operational efficiency and effectiveness of systems and processes and assessment of adequacy of internal controls and safeguards apart from specific operational areas as per the directions of the Audit Committee. The findings of the Internal Auditor are reviewed by the Audit Committee at each meeting and corrective measures are taken from time to time as per the directions of the Audit Committee.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder M/s. Jignesh M. Pandya & Co., Practicing Company Secretary (Membership No. ACS 7346/CP No: 7318) had been appointed as Secretarial Auditor of the Company to carry out the Secretarial Audit for financial year 2024-25. The report of the Secretarial Auditor for the financial year 2024-25 is enclosed as ‘Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. Ashok Patel & Associates, Practicing Company Secretary (Certificate of Practice No. 15326 and Peer Review Firm No. - 2092/2022), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five (5) consecutive financial years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Shareholders of the Company at the ensuing AGM. Appointment of Secretarial Auditor is included at Item No. 5 of the Notice convening the 39th Annual General Meeting.

The Board places on record profound appreciation for the valuable contribution by M/s. Jignesh M. Pandya & Co., Practicing Company Secretary as the Secretarial Auditor of the Company.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on an arms length basis and in ordinary course of business and that the Company has complied with the Provisions of Section 188 of the Companies Act, 2013. Further, there are no material Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC - 2 is not applicable to the Company for the Financial Year 2024-25.

All transactions with related parties were reviewed and approved by the Audit Committee. An Omnibus approval from the Audit Committee was obtained for transactions which are of repetitive nature.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchange on a half-yearly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the company www.ramapetrochemicals.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

As the Company did not have any manufacturing activities nor was there any sale of Methanol during the year under review, the information relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo is not separately annexed to the Report.

There was no foreign exchange earnings or outgo during the year under review.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 and Section 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and as such no account of principal or interest on public deposits was outstanding as on 31st March, 2025.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

PARTICULARS OF EMPLOYEES

The Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as ‘Annexure A and forms a part of the Report. The details pertaining to remuneration as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as ‘Annexure B and forms a part of the Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations. There are no proceedings pending under the Insolvency and Bankruptcy code, 2016 as on the date of this Report.

SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. Appropriate policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and the loss of the Company for the year ended March 31,2025;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

SAFETY, ENVIRONMENTAL CONTROL & PROTECTION

The Company has taken all the necessary steps for safety and environmental control and protection.

INDUSTRIAL RELATIONS

The Industrial Relations remained cordial during the year under review.

ACKNOWLEDGEMENT

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to

the Company by the Banks and various Government Departments and Agencies.

	For and on behalf of the Board
Place : Mumbai	HARESH D. RAMSINGHANI
Date : May 27, 2025	CHAIRMAN AND MANAGING DIRECTOR DIN : 00035416