As on: Aug 13, 2026 09:31 AM
TO THE MEMBERS OF
Your Directors hereby present the Forty-First (41st)
Annual Report on the performance of Rama Phosphates Limited (the Company) together with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2026.
FY 2026 was a landmark year for your Company. Your Company achieved its All-Time High Revenue from Operations a milestone that speaks to the strength of our business model.
Geopolitical conflicts, war situations, devastating floods, and global supply chain ^ disruptions tested the entire industry. Macroeconomic pressures added to the complexity.
Yet, the Company not only withstood these headwinds but emerged stronger. Every business segment delivered growth.
DIVIDEND
The Board of Directors of the Company at their meeting held on 14th October, 2025, declared an interim dividend of 10% (' 0.50 per share) which was paid to the public shareholders on November 25, 2025. Further, the Board of Directors at their meeting held on May 18, 2026 has recommended final dividend of 5% (' 0.25 per share) subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company, taking the total Dividend for FY 2025-26 to 15% (' 0.75 per share).
FINANCIAL HIGHLIGHTS
During the year under review, performance of your Company is as under:
Rs. In Lakhs
OVERALL FINANCIAL PERFORMANCE
FY 2026 reflects steady and broad-based progress across all business verticals. Evolving market dynamics and supportive government policies in the fertilizer and agriculture sector created a favourable operating environment. Effective planningand sharp operational execution were central to this year's performance. Together, these factors enabled Rama Phosphates to deliver strong operational and financial results in FY2026.
Despite volatile raw material prices, global geopolitical uncertainties, and foreign exchange fluctuations still the Company demonstrated strong operational resilience
The Soya segment was a standout performer in FY 2026. It recorded excellent operational and financial results During the year.
During the year, the Company leveraged the Government's freight subsidy to expand market reach.
The Company's tie-up with Flindustan Urvarak & Rasayan Limited (HURL) for supply of 1,21,500 MT proved highly beneficial for business operations, with significant supplies already executed During the year, thereby supporting revenue growth and operational efficiency
The product portfolio of the Company received a tremendous market response.
Turnover and Profitability
Revenue grew 20% during the year. It increased from Rs. 74,535 lakh to Rs. 89,442 lakh. Growth was broad-based across all business verticals.
EBITDA surged 89% to Rs. 8,883 lakh from Rs. 4,697 Lakh. EBITDA margin expanded sharply from 6.30% to 9.93%.
PBT grew 175% in FY 2026 nearly 2.8 times the previous year. It rose from Rs. 2,556 lakh to Rs. 7,031 lakh. PBT margin expanded significantly from 3.43% to 7.86%. This reflects a remarkable turnaround in the Company's earning power.
PAT grew 285% in FY 2026 nearly 3.9 times the previous year. It surged from Rs. 1,368 lakh to Rs. 5,271 lakh. PAT margin expanded strongly from 1.83% to 5.89%. This marks a defining leap in the Company's profitabilityjourney.
SEGMENT WISE REVENUE Fertilizer Division
Fertilizer division grew 15% during the year. It rose from Rs. 55,896 lakh to Rs. 64,202 lakh. The division remained the single largest contributor to the Company's overall revenue.
Chemical Division
Chemical division revenue doubled during the year. It grew from Rs. 10,344 lakh to Rs. 20,300 lakh. Higher realisations and strong buoyancy in the chemicals market were the key drivers.
Soya Division
Soya division revenue declined from Rs. 8,129 lakh to Rs. 4,802 lakh during the year. However, the segment delivered a strong operational turnaround. PBDIT swung from a loss ofRs. 137 lakh to a profit ofRs. 260 lakh. Improved operational efficiency and better margin management drove this remarkable recovery.
KEY COST HIGHLIGHTS
Employee cost rose marginally by 8.73%, from Rs. 3,501 lakh to Rs. 3,807 lakh. This was primarily on account of annual increments and the impact of the New Labour Code.
Finance cost declined from Rs. 1,321 lakh to Rs. 1,067 lakh in FY 2026. This reflects the Company's focused approach to prudent fund management. Working capital efficiency improved meaningfully. Overall financial optimization across operations contributed to this reduction.
The Company reported a foreign exchange loss of Rs. 98 lakhs during the year as compared to a foreign exchange gain of Rs. 180 lakhs in the previous year, primarily on account of adverse fluctuations and volatility in foreign currency exchange rates.
STRATEGIC INITIATIVES TAKEN TO IMPROVE PERFORMANCE
i) Expansion - Capacity and New Market
Development
Following the successful commissioning of the Urea-SSP Complex Plant at Udaipur with a capacity of 74,000 MTPA in the previous year, the Company further commissioned a similar plant at Indore with a capacity of 1,02,950 MTPA during the year.
The extension of the lease for the Nimbahera manufacturing unit for an additional period of 5 (five) years up to December 08,2031.
Looking at the growing market demand, the Company installed a granulation machine at its micronutrient plant for manufacturinggranule-form products.
The Company is undertaking expansion of the SSP plant by 65,000 MTPA at the Udaipur Unit, which will enhance the Unit's SSP production capacity to 3,15,000 MTPA and increase the Company's overall SSP capacity to 9,79,000 MTPA. Further, the Company is also setting up new Greenfield Granulation, Potassium Derived from Molasses (PDM), and Phosphate Rich Organic Manure (PROM) plants with an aggregate production capacity of 49,000 MTPA at the Udaipur Unit.
New Greenfield Project at Dhule would improve our products availability and visibility in the market.
Secured a keysupplytie-upwith Hindustan Urvarak & Rasayan Limited (HURL). The agreement covers supply of 1,21,500 MT. Significant supplies were executed during the year under review.
ii) Import of MOP
Looking at the emerging market opportunity, the Company imported MOP.
iii) Technology & Automation upgrades
Plant Automation
Cloud data security upgrades
New Employee payroll software
New Logistic sourcing software
E-Commerce & Online Marketing Strategy
ON-GOING PROJECT
> Greenfield Fertilizer Project at Dhule
Our Greenfield project work at Dhule for SSP fertilizer manufacturing is cruising at its pace and commissioning is expected to be completed by Q2 FY 27.
> Capacity Expansion of SSP Plant along with New Granulation, PDM and PROM Facilities at Udaipur
Expansion of the SSP plant by 65,000 MTPA at the Udaipur Unit, which will enhance the Unit's SSP production capacity to 3,15,000 MTPA and increase the Company's overall SSP capacity to 9,79,000 MTPA. Further, the Company is also setting up new Greenfield Granulation, Potassium Derived from Molasses (PDM), and Phosphate Rich Organic Manure (PROM) plants with an aggregate production capacity of 49,000 MTPA at the Udaipur Unit.
AWARDS & ACCOLADES
> The Company's Udaipur Unit received the prestigious Rajasthan Factory Safety Award 2025.
> The Company was honored as the Best Industrial Acids Manufacturing Company during FY 2025-26.
> ICRA reaffirmed the Company's A credit rating during the year. Notably, the outlook was upgraded from "Negative" to "Stable".
> NABL Accredited Quality Control Laboratory
NABL accreditation is obtained for all our units i.e. Pune, Indore, Udaipur and Nimbahera.
> ISO Accreditation
Your Company had updated the existing ISO certification with IMS - Integrated Management System, i.e. a single integrated structure for managing process with respect to quality, health, safety, environmental, security, ethical or any other identified requirements.
1. Quality Management System (QMS) - ISO 9001: 2015 for "Total Customer Satisfaction"
2. Environmental Management System (EMS) - ISO 14001: 2015 for "Environmental Safety"
3. Occupational Health & Safety Management System (OHSMS) - ISO 45001 : 2018 for "Personal Health & Safety of Management. "
The respective certificates have been received and periodic gap analysis audit is undertaken.
VISION FOR FUTURE
> To become Rs. 2000+ Crore turnover Company, Key focus on Chemicals & Fertilizers Segment.
>- Strategic entry into Complex P&K, NPK and DAP Fertilizer Manufacturing.
>- To achieve key Leadership status in SSP fertilizer on Pan-India level.
>- To maintain trustworthy services to Indian farmers by providing one-stop Agri-solutions.
>- To build strong brand equity and farmer loyalty across key markets
>- Explore more industrial chemical products to De-risk from products dependency
>- Expand the Fertilizers Product Portfolio by including P&K Fertilizers Imports on large scale.
>- Profitable growth through capacity expansion and new geographies.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2026 stood at Rs. 1,767.43 lakhs. During the year under review, there is no change in the Share Capital of the Company.
TRANSFER OF AMOUNT TO RESERVES
The Company does not propose to transfer any amount to the general reserve for the Financial Year ended March 31,2026.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
During the financial year under review, no Companies have become or ceased to be the Company's subsidiaries, joint ventures, or associate Companies. Accordingly, the reporting requirements under Section 129(3) of the Companies Act, 2013 and rules framed there under, in Form AOC-1 are not applicable.
CHANGE IN NATURE OF BUSINESS
The Company did not undergo any change in the nature of its business during the year under review.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY
The Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided during the year, as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in Notes forming part of the financial statements.
DEPOSITS
During the year under review, the Company has not accepted any public deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder. The requisite return for FY 2024-25 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as of date.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required to be given under Section 134 (3)(m) of the Companies Act, 2013 Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure A' forming part of this Board's Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS
All contracts/ arrangements/ transactions entered with Related Parties for the year under review were on an arm's length basis and in ordinary course of business and none of the transactions with related parties fall under the scope of Section 188(1) of the Act. 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 Companyfor FY2026 and hence, does notform part of this Board's Report.
All transactions with related parties were reviewed and approved by the Audit Committee. An omnibus approval from the Audit Committee was obtained for the transactions which are of repetitive nature.
In terms of Regulation 23(9) of the Listing Regulations, the Company submits on the date of publication of financial results, the half yearly disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges.
The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company at www.ramaphosphates.com
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board presently consists of Mr. Haresh D. Ramsinghani (DIN - 00035416) - Chairman and Managing Director, Mrs. Nilanjana H. Ramsinghani (DIN - 01327609) - Non-Executive Non- Independent Women Director, Mr. Brij Lai Khanna (DIN - 00841927) - Non-Executive Independent Director, Mr. Ratneshwar Prasad (DIN - 10625105) - Non-Executive Independent Director, Mr. Pushpangadan Mangari (DIN - 01667572) - Non-Executive Independent Director, Mr. Kishore Sukthanker (DIN - 10611925) - Non-Executive Non-Independent Director and Mr. Naresh Verma (DIN - 03286678) - Non-Executive Independent Director.
Mrs. Nilanjana H. Ramsinghani (DIN - 01327609), Director of the Company retires by rotation and being eligible, offers herself for re-appointment.
Pursuant to the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors, at its meeting held on January 14, 2026, approved the re-appointment of Mr. Ratneshwar Prasad (DIN - 10625105) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from May 30, 2026 to May 29, 2031. The aforesaid re-appointment is subsequently approved by the members of the Company by way of special resolution through postal ballot on April 1,2026.
Further, the members approved the appointment of Mr. Naresh Verma (DIN - 03286678) as an Independent Director of the Companyforaterm of 5 (five) consecutive years commencing from May 14, 2025 to May 13, 2030, at the previous Annual
General Meeting (AGM) held on August 13,2025.
Mr. Haresh D. Ramsinghani, Chairman and Managing Director; Mr. Jambu Kumar Parakh, President and Chief Financial Officer and Ms. Bhavna Dave, Company Secretary and Compliance Officer, are the Key Managerial Personnel of the Company. During the year under review there were no changes to the Key Managerial Personnel of the Company.
DECLARATION FROM DIRECTORS
The Independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Act stating that they meet the criteria of independence as provided under section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA), in terms of Section 150 read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read along with the Rules made thereunder and are independent of the Management.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) the Act 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 Act and the applicable regulations of the SEBI Listing Regulations, the Independent Directors at their meeting 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 Company's
Management and the Board.
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.
The Independent Directors are regularly updated on industry & market trends, plant process and other operational performance of the Company etc. through presentations in this regard.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 4 (Four) meetings of the Board of Directors were held on May 14, 2025; July 23, 2025; October 14, 2025 and January 14, 2026.
The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2025-26 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
In accordance with the provisions of Section 177 of the Act, the rules made thereunder and Regulation 18 of the SEBI Listing Regulations the Audit Committee comprises of the following directors viz., Mr. Brij Lai Khanna (Chairman of the Audit Committee), Mr. Haresh D. Ramsinghani (Member of the Audit Committee) and Mr. Ratneshwar Prasad (Member of Audit Committee). 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 Section 178 of the Act, the rules made there under and Regulation 19 of the SEBI Listing Regulations the Nomination & Remuneration Committee (NRC) comprises of the following directors viz., Mr. Brij Lai Khanna (Chairman of the NRC), Mr. Haresh D Ramsinghani (Member of the
NRC) and Mr. Ratneshwar Prasad (Member of the NRC). The Nomination & Remuneration Committee framed a policy for selection and appointment, reappointment, removal, appraisals of Directors and Senior Management which is available on the Company's website atwww.ramaphosphates.com
RISK MANAGEMENT COMMITTEE
Business Risk Evaluation and Management is an ongoing process within the organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
As per Regulation 21(5) of SEBI Listing Regulations, Risk Management Committee is applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Hence not applicable to the Company.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has the mandate to review and redress stakeholder grievances. Stakeholders Relationship Committee (SRC) presently comprises the following directors namely Mr. Brij Lai Khanna - (Chairman of the SRC), Mr. Haresh D. Ramsinghani (Member of the SRC), Mrs. Nilanjana H. Ramsinghani (Member of the SRC) and Mr. Pushpangadan Mangari (Member of the SRC). SRC looks into various aspects of interest of shareholders and ensures cordial investor relations and oversees the mechanism for redressal of investors' grievances.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the financial year ended March 31, 2026, the Company incurred Corporate Social Responsibility (CSR) expenditure ofRs. 27.46 lakhs. The CSR initiatives of the Company were initiated under the areas of health & hygiene, community development, education, safe drinking water, sports and vocational training and detailed requirement as per Section 135 of the Companies Act, 2013 have been set out in Annexure B' forming part of this Board's Report.
The CSR Policy is available on the website of the Company at www.ramaphosphates.com
The Corporate Social Responsibility Committee presently consists of the following Directors namely Mr. Haresh D. Ramsinghani (Chairman of the CSR Committee), Mr. Brij Lai
Khanna (Member of the CSR Committee), Mr. K. R Sukthanker (Member of the CSR Committee) and Mr. Pushpangadan Mangari (Member of the CSR Committee).
PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as an Annexure C' to this Board's Report.
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, 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. The Company has appointed Internal Auditors to observe and reaffirm the internal controls as to whether the work flows of organization is being done through the approved policies of the Company. In every quarter during the approval of Financial Statements, Internal Auditors present the Internal Audit Report and Management Comments on the Internal Audit observations. Findings of the Internal Audit Report are reviewed by the top management and by the Audit Committee of the Company and proper follow up actions are ensured wherever required. The Statutory Auditors have evaluated the system of the internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective During theyear under review.
TRANSFER OF UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company regularly sends reminders to those whose dividends are unclaimed, urging them to update the bank mandate details with Registrar and Transfer Agents (RTA)/ Depository Participants (DPs)/Company, to ensure timely credit of Dividends by the Company.
Despite of reminders, Rs. 3,88,406 towards dividend remained unclaimed for a period of seven years, which were transferred to Investor Education and Protection Fund (IEPF) as required under Section 125 of the Companies Act, 2013 and the Rules made thereunder. In accordance with the provisions of Section 124(6) of the Companies Act, 2013 (the Act) and Rule 6(3) (a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company has transferred 27538 equity shares of Rs. 5 each held by 150 shareholders to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from FY 2017-18.
Flowever, the members can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules. The detailed procedure for claiming shares/dividend transferred to IEPF is available on I EPF website at
https://www.iepf.gov.in/content/iepf/global/master/
Flome/FlelpAndFAOs/faqs-for-claimants.html
The Company sends specific communication in advance to the concerned shareholders at their address registered with the Company and also publishes notice in newspapers providingthe details of the shares due for transfer to enable them to take appropriate action. All corporate benefits accruing on such shares viz. bonus shares, split etc. including dividend, except rights shares, shall be credited to IEPF.
Pursuant to Section 124 of the Companies Act, 2013 the unpaid and unclaimed dividends that are due for transfer to the IEPF are disclosed in the Notice of the Annual General Meeting of the Company.
EMPLOYEE STOCK OPTION PLAN (ESOP)
In 2025, based on shareholder approval vide resolution dated November 26,2025, the Company introduced the Rama Phosphates Limited - Employee Stock Option Plan, 2025 (Rama - ESOP Plan, 2025/Plan). The ESOP Plan aims to reward, retain, and motivate employees by providing them an opportunity to participate in the long-term growth and value creation of the Company.
All grants under the Plan are considered and approved by the Nomination and Remuneration Committee in compliance with the provisions of the Companies Act, 2013, and the Rules made there under and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations). The disclosure as required under the said regulations are available on the website of the Company at
https://ramaphosphates.com/pages/esop-scheme. A certificate obtained from the Secretarial Auditors, confirming that the ESOP Schemes of the Company are in compliance with the SEBI SBEB Regulations and that the Company has complied with the provisions of the Companies Act, 2013, is also provided in Annexure D' forming part of this Board's Report.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), a Report on Corporate Governance and a certificate obtained from the Secretarial Auditor confirming compliance with Corporate Governance which forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) as amended from time to time, a detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Business Responsibility and Sustainability Reporting (BRSR) is an ESG disclosure framework mandated by SEBI which is applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate preceding financial year. Hence not applicable to the Company for the FY 2025-26.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of Section 92(3) Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is provided in Annexure E' forming part of this Board's Report.
SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems were adequate and operating effectively.
STATUTORY COMPLIANCE
The Company has adequate systems and processes in place to comply with all applicable laws and regulations including the CSR obligations and timely payment of taxes.
MSME
The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited and Mynd Solutions Pvt. Ltd. (Mlxchange TReDS). The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
No cases were filed under the Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules thereunder (POSH Act & Rules') During the year under review.
INSOLVENCY AND BANKRUPTCY CODE (IBC)
There are no proceedings admitted against the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
IT SECURITY BREACH & SAFETY
The Company has implemented comprehensive IT security programs supported by advanced technology and trained manpower to safeguard its employees and assets, at its offices and plants, from IT Security breaches/ cyber-attacks. During the financial year under review, no major security breaches or incidents have occurred. A comprehensive security risk assessment is carried out regularly and adequate security measures are implemented to cater to changing security scenario. The Company has implemented adequate IT security measures and processes to protect its projects, personnel, information and assets.
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 Audit Committee of the Company oversees the functioning of the Vigil Mechanism framework.
The Whistle Blower Policy has been uploaded on the website of the Company at www.ramaphosphates.com
STATUTORY AUDITOR
M/s Khandelwal & Mehta LLP, Chartered Accountants, Mumbai (Registration Number W100084) the Statutory Auditors of the Company retire at the conclusion of the forthcoming AGM. However as per provisions of Section 139(2) of the Companies Act, 2013 read with the rules framed there under, M/s Khandelwal & Mehta LLP are ineligible for re-appointment having completed the maximum tenure prescribed under the said Act and hence it is proposed to appoint M/s. Dayal & Lohia, Chartered Accountants, Mumbai (Registration
Number 102200W) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of forthcoming 41st Annual General Meeting up to the conclusion of the 46th Annual General Meeting. The Audit Committee has recommended the appointment of M/s. Dayal & Lohia, Chartered Accountants as the Statutory Auditors of the Company.
The Company has received written consent and certificate of eligibility in accordance with Section 141 of the Companies Act and rules issued thereunder, from M/s. Dayal & Lohia, Chartered Accountants. The Statutory Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report for the financial year ended 31st March, 2026. Further, the report of the Statutory Auditors along with notes to schedules forms part of this Annual Report.
COST AUDITOR
The provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company maintains cost accounts and records in respect of the applicable products for the year ended March 31,2026.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 (the Rules), the Board, on the recommendation of the Audit Committee, at its meeting held on May 18, 2026, has approved the appointment of M/s. Arun Agrawal & Co., Cost Accountants (Firm Registration No. 001229), as the Cost Auditors for the Company for the financial year ending March 31, 2027, at a remuneration of Rs. 1,90,000 plus applicable taxes and out of pocket expenses. They have confirmed their independent status and that they are free from any disqualifications under section 141 of the Companies Act, 2013.
A proposal for ratification of remuneration of the Cost Auditor for FY 2026-27 is placed before the Shareholders for approval in the ensuing AGM and is recommended bythe Board.
The Report of the Cost Auditors for the financial year ended March 31, 2026 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.
INTERNAL AUDITORS
The Board of Directors on the recommendation of the Audit Committee at its meeting held on May 18, 2026 has approved the appointment of M/s. MKRK & Co, Chartered Accountants, M/s. Pahadiya & Associates, Chartered Accountants, M/s. K.L. Vyas & Co., Chartered Accountants and M/s. Nyati Mundra & Co., Chartered Accountants to conduct Internal Audit for the Plant locations at Pune, Indore, Udaipur and Nimbahera Units of the Company, respectively. The scope of work of Internal Auditors 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 AUDITOR
The Members at the 40th Annual General Meeting held on August 13, 2025, appointed M/s. Ashok Patel & Associates - Practicing Company Secretary (Certificate of Practice No. 15326) as Secretarial Auditors of the Company for a period of five years from FY 2025-26 to FY 2029-30.
The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.
The Board/ Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process.
The report of the Secretarial Auditorfor the FY 2025- 26 is enclosed as Annexure F' forming part of this Board's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
REPORTING OF FRAUD
The Auditors of the Company have not reported any instances of fraud committed during FY 2025-26, against the Company by its officers or employees as specified under section 143(12) of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms that:
a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Companyforthat period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts on a going concern basis;
e) The Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operatingefficiently;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
ACKNOWLEDGEMENT
Your Directors thank the Members, Customers, Supply Chain Partners, Employees, Financial Institutions, Banks, Central and State Governments, Government authorities, Regulators, Employee Unions, Stock Exchanges and various other stakeholders for their continued co-operation and support to the Company. Your Directors also record their appreciation for the continued co-operation and support to the Company and their confidence in its Management.
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