Key Quantitative Figures

  • Total Income: ₹921.23 lakhs (FY 2025-26) vs ₹366.29 lakhs (FY 2024-25)
  • Profit Before Tax: ₹851.17 lakhs (FY 2025-26) vs ₹326.35 lakhs (FY 2024-25)
  • Net Profit After Tax: ₹755.20 lakhs (FY 2025-26) vs ₹271.27 lakhs (FY 2024-25)
  • Earnings Per Share: ₹25.12 (FY 2025-26) vs ₹9.02 (FY 2024-25)
  • Authorized Share Capital: ₹400 lakhs (40,00,000 equity shares of ₹10 each)
  • Paid-up Equity Share Capital: ₹300.65 lakhs (30,06,500 equity shares of ₹10 each fully paid-up)
  • Net Worth: ₹2,053.36 lakhs as on March 31, 2026

Dates of Action

  • AGM Date: July 23, 2026 at 01:00 PM through Video Conferencing
  • NBFC License Cancellation Effective: September 17, 2025
  • RBI Order Date: September 19, 2025 (Order No. DEL.DOR.NBFCBL.No.S426/24-03-329/2025-2026)
  • Board Meetings Held: 6 meetings during FY 2025-26 (May 22, June 5, August 8, October 15, November 12, February 11)

Parties Involved

  • Statutory Auditors: M/s NVM & COMPANY, Chartered Accountants (FRN: 012974N)
  • Secretarial Auditors: M/s K. K. SINGH AND ASSOCIATES, Practicing Company Secretaries
  • Internal Auditor: Mr. Piyush Rampuria, Chartered Accountant (appointed October 15, 2025)
  • RTA: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
  • Regulators: SEBI, RBI, Ministry of Corporate Affairs

Business Transition and Rationale

The Company underwent a significant change in business nature from Non-Banking Financial Company to real estate sector. The Board approved voluntary surrender of NBFC Certificate of Registration (CoR No. 14.00774) on March 20, 2025, followed by approval of new Memorandum and Articles of Association aligned with real estate business objectives. Shareholders approved these changes at the 31st AGM held on June 19, 2025. RBI approved the cancellation effective September 17, 2025, and Registrar of Companies approved the alteration in Object Clause on November 28, 2025.

Financial and Operational Impact

  • Ceased to be NBFC with effect from September 17, 2025
  • No longer required to maintain Statutory Reserve under Section 45-IC of RBI Act, 1934
  • Revenue generated from TDR and real estate activities amounted to ₹921.23 lakhs
  • Investment of ₹500 lakhs in SAS Fininvest LLP with share of profit of ₹211.14 lakhs
  • Current Ratio improved to 393.01 from 181.35 in previous year
  • Return on Net Worth increased to 36.78% from 20.41%

Capital Structure Impact

No change in capital structure during the period under review. The entire promoter's group shareholding dematerialization is under process as required under Regulation 31(2) of SEBI LODR Regulations.

Corporate Governance

Although not mandatorily required (paid-up capital < ₹10 crores and net worth < ₹25 crores), the Company maintains:

  • Board with 4 directors (1 executive, 2 independent, 1 non-independent non-executive)
  • Statutory committees: Audit, Nomination and Remuneration, Stakeholder Relationship, Risk Management, Share Transfer, Investment and Lending
  • Whistle Blower Policy and Code of Conduct for Insider Trading
  • Adequate internal financial control systems

Key Management Changes

  • Mr. Verinder Kumar Bathla appointed as Non-Executive Independent Director w.e.f. June 19, 2025
  • Mr. Sundeep Kalsi ceased to be Independent Director upon completion of tenure on September 28, 2025
  • Mr. Yogesh Kumar Sachdeva regularized as Managing Director
  • Ms. Ashwarya Maheshwari appointed as Company Secretary & Compliance Officer w.e.f. March 21, 2025

Related Party Transactions

Transactions with related parties (SAS Fininvest LLP, S A S Servizio Pvt. Ltd., Intevlo Private Limited) were at arm's length basis. Sale of land to Ramsons Organics Limited amounting to undisclosed value approved by Board on February 11, 2026.

Other Material Disclosures

  • No dividend declared for FY 2025-26
  • No fraud reported by auditors under Section 143(12) of Companies Act
  • No material orders passed by regulators/courts except RBI cancellation order (which was voluntary)
  • 1,000 shares credited to Suspense Escrow Demat Account due to non-submission of LOC within 120 days
  • 6 permanent employees as on March 31, 2026
  • Remuneration ratio of MD to median employee: 1.66:1

Financial Impact Assessment

The transition from NBFC to real estate business represents a material change in regulatory framework and business operations. Financial impact includes cessation of NBFC-specific provisioning requirements and adoption of real estate accounting treatment. The Company has adequate systems for the new business structure.

#Tags: #RamsonsProjects #NBFCtoRealEstate #SEBIDisclosure #AGMNotice #FinancialResults #RegulatoryCompliance #BusinessTransition #Neutral