Regency Ceramics 42nd AGM Notice and Annual Report 2025-26

Company and Document Details

Annual General Meeting (AGM) Details

AGM Date and Time: Wednesday, September 30, 2026, at 11:30 A.M. (IST)
Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
Cut-off Date for Eligibility: Wednesday, September 23, 2026
e-Voting Service Provider: Central Depository Services (India) Limited (CDSL)
Remote e-Voting Period: Commences Sunday, September 27, 2026 at 9:00 AM, ends Tuesday, September 29, 2026 at 5:00 PM
Scrutinizer: Mr. Varikuti Nagaraju, Nagaraju & Associates, Company Secretaries

Financial Highlights for FY 2025-26 (₹ in Lakhs)

Revenue from Operations: ₹3,826.78 (Previous Year: ₹1,314.70)
Other Income: ₹259.30 (Previous Year: ₹1,262.10)
Total Income: ₹4,086.08 (Previous Year: ₹2,576.80)
Total Expenditure: ₹6,619.05 (Previous Year: ₹3,064.61)
Loss Before Tax: ₹(2,533.07) (Previous Year Loss: ₹(487.81))
Tax Expense/(Credit): ₹(148.59) (Prior year tax adjustment)
Loss After Tax: ₹(2,384.48) (Previous Year Profit: ₹225.01)
Earnings Per Share (Basic & Diluted): ₹(9.02) (Previous Year: ₹0.85)
Accumulated Losses (Surplus): ₹(12,908.88) as at March 31, 2026

Key Financial Position Items as at March 31, 2026 (₹ in Lakhs)

Total Assets: ₹12,056.98
Non-Current Assets: ₹2,605.06 (Property, Plant & Equipment: ₹1,677.10)
Current Assets: ₹9,451.92 (Inventories: ₹2,794.63; Trade Receivables: ₹1,920.50; Cash & Cash Equivalents: ₹123.17)
Total Equity: ₹(8,393.88) (Erosion of Net Worth)
Share Capital: ₹2,644.16 (2,64,41,586 Equity Shares of ₹10 each)
Non-Current Liabilities: ₹10,538.70 (Long-Term Borrowings: ₹10,393.40)
Current Liabilities: ₹9,912.16

Operations and State of Affairs Review

The company continued manufacturing and trading of ceramic, vitrified, and allied tile products. Manufacturing facilities operated satisfactorily with efforts to improve productivity and optimize resource utilization. The company entered into an exclusive manufacturing arrangement that includes leasing facilities of Segno Ceramics Private Limited to enhance operational goals and serve customers more efficiently.

Material Developments and Updates

Insurance Settlement:

A claim was made on an Industrial All Risks policy for loss/damage to properties in 2012.
The Arbitral Tribunal issued an award in favor of the company for an aggregate amount of ₹157.02 crore plus interest.
National Insurance Company filed an appeal to set aside the award.
The Principal District Court, Puducherry, modified the award to ₹133.30 crore on April 06, 2026, and confirmed the remaining portion.
National Insurance Company has filed an appeal in the Division Bench of the Madras High Court. The company has filed a cross-appeal.

Labour Settlement:

A Memorandum of Settlement was signed on October 24, 2019, under Section 12(3) of the Industrial Disputes Act, 1947, with the Staff and Workers Union.
The company is ready to allot developed house sites as per the settlement once the Yanam Master Plan is approved and layout approval is received.

Key Proposals for Shareholder Approval at AGM

Ordinary Business:

1. Adoption of audited financial statements for FY 2025-26.

2. Re-appointment of Mr. Narala Satyendra Prasad (DIN: 01410333) as a Director liable to retire by rotation.

Special Business:

3. Appointment of Mr. Pavan Kumar Duvva (DIN: 01282226) as Non-Executive Independent Director for a term of 3 years from August 13, 2026.

4. Appointment of Mr. Subbiah Srinivasan Battina (DIN: 00482513) as Non-Executive Independent Director for a term of 3 years from September 02, 2026.

5. Approval for material related party transactions for borrowing/availing loans from Mrs. Radhika Prasad Narala (Promoter and Non-Executive Director) up to an aggregate amount not exceeding ₹100 crore.

6. Approval for material related party transactions for borrowing/availing loans from Mr. Narala Satyendra Prasad (Managing Director & CFO) up to an aggregate amount not exceeding ₹100 crore.

Details of Proposed Related Party Transactions (Items 5 & 6)

Nature: Unsecured, interest-free loans repayable on demand.
Purpose: To meet operational and working capital requirements, including procurement of raw materials and settlement of vendor dues.
Justification: The company is incurring losses and facing constraints in accessing timely funding from conventional sources. The arrangements are commercially beneficial as they carry no interest and involve no security creation.
Existing Exposure (as of disclosure):
From Mrs. Radhika Prasad Narala: ₹24,053,300 outstanding in FY 2025-26.
From Mr. Narala Satyendra Prasad: ₹23,977,052 outstanding in FY 2025-26.
Impact Ratios (as % of preceding year's consolidated turnover): 263%
Debt to Equity Ratio Impact: Before transaction: (1.29); After transaction: (2.95)
Voting: Related parties shall abstain from voting on these resolutions as per Regulation 23 of SEBI LODR.

Board and Committee Composition

Board of Directors as on March 31, 2026:

1. Mr. Narala Satyendra Prasad (Chairman & Managing Director)

2. Mrs. Vijaya Lakshmi Yalamanchili (Non-Executive Independent Director)

3. Mr. Ramkumar Srinivasan (Non-Executive Independent Director)

4. Mr. Vasantha Rayudu Garapati (Non-Executive Independent Director)

5. Ms. Radhika Prasad Narala (Non-Executive Non-Independent Director)

Changes during/after the year:

Dr. Naraiah Naidu Gudaru (Executive Chairman) ceased as director w.e.f. April 29, 2026.
Mr. Pavan Kumar Duvva appointed as Additional (Independent) Director w.e.f. August 13, 2026.
Mr. Subbiah Srinivasan Battina appointed as Additional (Independent) Director w.e.f. September 02, 2026.

Key Managerial Personnel:

Mr. Narala Satyendra Prasad (Managing Director & CFO)
Mr. Anji Reddy Devarapalli (Company Secretary and Compliance Officer)

Board Meetings: 6 meetings held during FY 2025-26 on May 1, May 29, August 11, September 6, November 11, and February 12, 2026.

Audit and Compliance

Statutory Auditor: M/s. K S Rao & Co., Chartered Accountants (Firm Regn. No. 003109S). Appointed for 5 years till the conclusion of the 43rd AGM.

Secretarial Auditor: M/s. Nagaraju & Associates, Practicing Company Secretaries.

Internal Auditor: M/s. Brahmayya & Co., Chartered Accountants.

Audit Qualifications: The Statutory Auditor's report contains several qualifications:

1. Financial statements prepared without considering impairment in the value of Property, Plant and Equipment.

2. Non-provision of provisional liability towards salary, wages, and other benefits to factory employees post-lockout, and non-provision for gratuity and leave encashment per Ind AS 19.

3. Inability to comment on Debtors, Creditors, Loans, and Advances due to absence of proper information and confirmations.

4. Concerns over recoverability of long-pending Trade Receivables and advances aggregating ₹2,419.65 lakhs where the limitation period has expired.

5. Concerns over liability of long-pending Trade Payables aggregating ₹2,320.49 lakhs.

6. Non-provision of interest on unsecured loans from directors and body corporates, and interest on overdue amounts payable to MSME suppliers.

7. Non-provision of liability towards interest and penalties on old statutory dues.

8. Inability to comment on the accuracy of inventory valuation.

The Board has provided explanations for each qualification in the Board's Report.

Dividend and Reserves

No dividend was recommended by the Board for FY 2025-26 due to the absence of distributable profits. No amount was transferred to reserves.

Share Capital and Shareholding

Authorized Capital: ₹30,00,00,000 divided into 3,00,00,000 equity shares of ₹10 each.
Issued, Subscribed, and Paid-up Capital: ₹26,44,15,860 divided into 2,64,41,586 equity shares of ₹10 each.
Promoter & Promoter Group Holding: 60.43% (1,59,78,125 shares)
Public Holding: 39.57%
Dematerialized Shares: 94.06% of share capital

Going Concern Assumption

The financial statements have been prepared on a going concern basis despite the erosion of net worth, as business activities have been initiated, resulting in revenue and consequent cash flows. The company is in the process of refurbishing and reinstating the plant and equipment to recommence its own production.

Other Disclosures

Deposits: The company has not accepted or renewed any public deposits. Outstanding unsecured loans from directors amounting to ₹103,63,40,391 are considered 'exempted deposits'.
Corporate Social Responsibility (CSR): CSR provisions are not applicable to the company.
Policy Disclosures: All required policies (Related Party Transactions, Whistle Blower, Nomination and Remuneration, etc.) are available on the company's website https://www.regencyceramics.in/policies/.
Green Initiative: The company encourages shareholders to register email IDs for receiving documents electronically.