Regency Ceramics Ltd

AGM Details

• Date: 30 September 2026; Time: 11:30–11:54 IST; Mode: VC/OAVM.
• Attendance: 42 members attended virtually.
• Leave of absence granted to one Independent Director.

Resolutions

• Adoption of Audited Financial Statements for FY ended 31 March 2026 and related reports.
• Re-appointment of Mr. Satyendra Prasad Narala as Director by rotation.
• Appointment of Mr. Pavan Kumar Duvva as Non-executive Independent Director.
• Appointment of Mr. Subbiah Srinivasan Battina as Non-executive Independent Director.
• Approval of material related party transactions with Mrs. Radhika Prasad Narala (Non-Executive Director & Promoter).
• Approval of material related party transactions with Mr. Narala Satyendra Prasad (MD & CFO).

Material Related Party Transactions

• Approval of RPT with Radhika Prasad Narala (Non-Executive Director & Promoter).
• Approval of RPT with Narala Satyendra Prasad (MD & CFO).

Regency Ceramics Ltd – Routine closure of trading window

Financials

• Revenue from operations: 3826.78 lakhs in FY2025-26.
• Total income: 4086.08 lakhs.
• Total expenditure: 6619.05 lakhs.
• PBT: -2533.07 lakhs; PAT: -2384.48 lakhs.
• EPS: -9.02; basic/diluted.

Operations & revival

• Yanam plant remains inoperative; revival underway at leased Vemavaram facility.
• Exclusive manufacturing arrangement with Segno Ceramics to improve logistics.
• Capacity utilization below 50%; revenue growth achieved at leased facility.
• Insurance arbitration awarded Rs 133.30 crore; appeals pending.

Governance & board changes

• Dr. G.N. Naidu Gudaru ceased as director on 29-Apr-2026.
• Pavan Kumar Duvva appointed Independent Director from 13-Aug-2026.
• Subbiah Srinivasan Battina appointed Independent Director from 2-Sep-2026.
• Board size: 6 directors; 3 independent; 2 promoter; 1 promoter non-exec.
• Independent directors have completed familiarization; board evaluation conducted.

Related party transactions

• Material RPTs with promoter Ms. Radhika Prasad Narala; unsecured loans up to Rs 100 crore.
• RPTs with MD Mr. Narala Satyendra Prasad up to Rs 100 crore.
• Loans are unsecured and interest-free; repayable on demand.
• Audit Committee reviewed RPTs; approvals obtained; related parties abstain.
• Promoter shareholding: Narala family direct 0.49%; promoter group 60.43%.

Audit & internal controls

• Auditor's report: qualified due to PPE impairment not recognized.
• Internal control weaknesses: lack of balance confirmations and inventory controls.
• Going concern noted as material uncertainty; revival efforts ongoing.
• Secretarial audit: 100% promoter dematerialised.

Capital & shareholding

• Authorized share capital Rs 30 crore; issued 2.65 crore shares; paid-up Rs 2,644.16 lakhs.
• Dematerialisation: 94.06% dematerialised; 5.93% in physical form.
• Promoter shareholding: 60.43% collectively; top holders include G N Naidu, Radhika Narala.
• No subsidiary; 14,151 shareholders.

Insurance, regulatory & risk

• Insurance claim related to 2012 unrest finalized; arbitration award adjusted to current liabilities.
• Pending litigations include disputed statutory dues; detailed in notes.
• Regulatory compliance: corporate governance framework in place; annual report on website.

Outlook & risks

• Management remains optimistic about revival; government support and gas supply restoration could accelerate turnaround.
• MD&A cites robust Indian economy and tile-industry trends affecting demand and pricing.

Appointment of Additional Non-Executive Independent Director

• Appointment of Subbiah Srinivasan Battina as Additional Non-Executive Independent Director, effective 02 Sep 2026.
• For a period of three years, subject to shareholder approval.
• Not liable to retire by rotation.
• Reason: appointment based on Nomination and Remuneration Committee recommendation.
• Profile: CA with 53 years' experience in finance and auditing.
• Experience includes finance, accounts, auditing, internal controls, and tax advisory.
• Not related to any director on the Board.
• Not debarred by SEBI or other authorities.

Director Appointment

• Appointment of Mr. Pavan Kumar Duvva as Additional Non-Executive Independent Director, w.e.f Aug 13, 2026.
• Term: three years, subject to shareholders' approval.
• Profile: experienced legal professional with 20+ years in corporate advisory and regulatory work.
• Disclosure: not related to any director on the board.
• Reason: recommended by Nomination and Remuneration Committee.

Meeting Details

• Date, time, and location not disclosed in the excerpt.

Key Agenda Items

• No agenda items disclosed in the excerpt.

Other Notes

• Issuer: Regency Ceramics Ltd; no material actions disclosed in the excerpt.

Dematerialisation processing and records update

• Dematerialisation requests were processed; securities were mutilated and cancelled after verification.
• The registered owner records were updated by the depositories within the prescribed timeline.
• Details of the dematerialised securities were furnished to the stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled.