Rolex Rings Limited has announced its unaudited financial results for the quarter and nine months ended December 31, 2025. The Board of Directors approved these results at their meeting held on February 09, 2026, following review by the Audit Committee.

Q3FY26 Financial Performance

The company delivered strong quarterly performance with significant growth across key metrics:

Nine Months Performance

For the nine months ended December 31, 2025, the company maintained steady performance:

Key Financial Highlights

The company's cost structure showed mixed trends during the quarter. Cost of raw materials and components consumed decreased to ₹1,146.62 million from ₹1,247.75 million in the corresponding quarter last year. Employee benefits expense remained stable at ₹168.54 million compared to ₹169.49 million in Q3FY25.

Other income witnessed substantial growth to ₹174.17 million in Q3FY26 from ₹38.52 million in the previous year quarter, contributing significantly to overall profitability.

Exceptional Items and Provisions

The company recognized exceptional items worth ₹24.46 million during the quarter, primarily related to increased gratuity liability arising from the Government of India's notification of new Labour Codes on November 21, 2025. This resulted in past service cost adjustments due to changes in wage definition.

Regarding the Right to Recompense matter with consortium banks, the previous demand notice for ₹2,278.60 million was withdrawn on January 08, 2026. The company maintains a total provision of ₹506 million towards potential liability, with management continuing discussions for settlement.

Corporate Actions and Compliance

The company completed a stock split approved by shareholders in the Annual General Meeting held on September 29, 2025. Each equity share with face value of ₹10 was subdivided into ten shares of ₹1 each, effective from the record date of October 17, 2025. The paid-up equity share capital stands at ₹272.33 million comprising 272,333,120 equity shares.

The financial results were prepared in accordance with Indian Accounting Standards and reviewed by S R B C & CO LLP, Chartered Accountants, who issued a qualified review report due to the ongoing bank consortium matter.

Rolex Rings Limited has issued a comprehensive postal ballot notice dated January 27, 2026, seeking shareholder approval for significant corporate governance changes including director remuneration revisions and promoter group reclassification.

Director Remuneration Revisions

The company has proposed substantial increases in monthly remuneration for its key management personnel, effective from November 10, 2025. The revisions were recommended by the Nomination & Remuneration Committee and approved by the Board of Directors on November 10, 2025.

The remuneration increases are attributed to increased business responsibilities and the absence of increments for one year. All three directors have been associated with the company since its inception in 2003, with their current tenures extending until March 12, 2031, following shareholder approval obtained on September 29, 2025.

Company Financial Performance

The explanatory statement reveals strong financial performance for 2024-25, supporting the proposed remuneration increases:

Promoter Group Reclassification

The postal ballot includes an ordinary resolution for reclassifying two individuals from 'Promoter Group' to 'Public' shareholder category:

The reclassification has received no-objection certificates from both BSE Limited and National Stock Exchange of India Limited dated January 21, 2026. The applicants have confirmed compliance with all conditions specified under Regulation 31A of SEBI Listing Regulations.

Voting Process and Timeline

The company has implemented a remote e-voting system exclusively for this postal ballot, with physical ballot forms not being distributed. Key details include:

MUFG Intime India Private Limited serves as the e-voting service provider, with the postal ballot notice distributed electronically to shareholders whose email addresses are registered with the company or depositories.

Resolution Categories

The postal ballot comprises four resolutions requiring different approval thresholds:

• Special Resolutions (Items 1-3): Director remuneration revisions requiring higher majority approval
• Ordinary Resolution (Item 4): Promoter group reclassification requiring simple majority

The resolutions, if approved by requisite majorities, will be deemed passed on March 1, 2026. Results will be available on the company's website and communicated to stock exchanges within two working days of the voting deadline.