Regency Ceramics Limited has announced a postal ballot notice dated February 26, 2026, seeking shareholder approval for material related party transactions with promoter Ms. Radhika Prasad Narala. The company has proposed two ordinary resolutions requiring member approval through remote e-voting.

Proposed Related Party Transactions

The postal ballot covers two key resolutions involving transactions with Ms. Radhika Prasad Narala, who serves as Promoter and Non-Executive Director holding 18.23% of the company's paid-up capital:

The first resolution seeks approval for future borrowings/loans from Ms. Radhika Prasad Narala up to an aggregate amount not exceeding Rs. 1,00,00,00,000/- (Rupees One Hundred Crore only). The second resolution aims to ratify unsecured loans aggregating Rs. 19,91,33,000/- (Rupees Nineteen Crore Ninety-One Lakh Thirty-Three Thousand only) already availed during the current financial year.

Transaction Details and Materiality

Both transactions represent 761.03% of the company's annual consolidated turnover for the immediately preceding financial year, significantly exceeding the 10% materiality threshold prescribed under Regulation 23 of SEBI Listing Regulations. The loans are structured as:

• Nature: Unsecured loans
• Interest Rate: Interest-free
• Repayment: On demand basis
• Security: No charge created on company assets
• Purpose: Meeting operational and working capital requirements

E-Voting Schedule and Process

The company has engaged Central Depositories Services (India) Limited (CDSL) to provide remote e-voting facility. The voting timeline is structured as follows:

Mr. Nagaraju Varukuti (Membership No. A56337), Practicing Company Secretary from Nagaraju and Associates, has been appointed as Scrutinizer for conducting the postal ballot process.

Business Rationale

According to the explanatory statement, the company has been incurring losses for several quarters and facing increased working capital requirements. The interest-free, unsecured nature of the borrowings makes the arrangement commercially beneficial for the company and its stakeholders. The Audit Committee has reviewed and approved the transactions, noting they align with the company's Related Party Transactions Policy.

Compliance and Regulatory Framework

The postal ballot notice complies with various regulatory requirements including Sections 108 and 110 of the Companies Act, 2013, Regulation 23 of SEBI Listing Regulations, and multiple MCA circulars. In accordance with regulatory guidelines, related parties must abstain from voting on these resolutions.

The notice will be available on the company's website at www.regencyceramics.in and stock exchange websites. Results will be communicated to BSE Limited and National Stock Exchange of India Limited simultaneously upon announcement.

Regency Ceramics Limited announced its unaudited financial results for the third quarter of FY26 ended December 31, 2025, revealing a widened net loss despite substantial revenue growth. The Hyderabad-based ceramic tile manufacturer reported a net loss of ₹516.26 lakhs for Q3FY26, significantly higher than the ₹383.41 lakhs loss recorded in the corresponding quarter of the previous year.

Financial Performance Overview

The company's quarterly performance showed mixed results with strong revenue growth offset by increased losses:

The substantial increase in operational revenue from ₹396.08 lakhs to ₹1,152.23 lakhs demonstrates the company's progress in resuming business activities following years of operational challenges.

Nine-Month Performance Analysis

For the nine-month period ended December 31, 2025, Regency Ceramics recorded comprehensive financial metrics:

The nine-month results reflect the company's ongoing recovery trajectory with significantly improved revenue generation, though losses remain substantial due to operational restructuring costs.

Operational Developments and Recovery Efforts

Regency Ceramics continues its systematic recovery following the 2012 industrial incident that led to a factory lockout. The company has made notable progress in multiple areas:

• Plant Refurbishment: The company is actively refurbishing its plant facilities in Yanam to recommence full-scale operations
• Manufacturing Partnership: An exclusive manufacturing arrangement for glazed vitrified tiles has been established at a facility in Andhra Pradesh, with operations already commenced
• Asset Management: Part of the fixed assets have been refurbished while some assets have been scrapped and sold, as reflected in the financial statements

Financial Structure and Going Concern

The company maintains a paid-up equity share capital of ₹2,644.16 lakhs with accumulated losses of ₹9,788.65 lakhs as of December 31, 2025, resulting in net worth erosion. Despite these challenges, management has prepared the financial statements on a going concern basis, citing initiated business activities and consequent cash flows.

Regulatory Compliance and Audit Observations

The Board of Directors approved these unaudited standalone financial results at their meeting held on February 12, 2026. The results were subject to limited review by K.S. Rao & Co., Chartered Accountants, who issued a qualified conclusion citing several matters including non-provision of employee benefits, unconfirmed balance confirmations, and inventory valuation concerns.

The financial results were prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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