Your Directors have pleasure in presenting the 40^th Annual Report on the business and
operations of the Company together with the Audited Financial Statement for the Financial
Year ended March 31, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS

The performance of the Company for the Financial Year ended March 31, 2024 is as under:

(Rupees in lakhs)

REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

In the face of challenges and uncertainties, the past year has marked a remarkable journey of
resilience and strategic rejuvenation for your Company. Through diligent efforts and strategies,
we have successfully revitalized our operations, positioning ourselves for renewed growth and
sustainability. By leveraging our core strengths and embracing adaptability, we have not only
overcome the obstacles that came our way but also emerged stronger.

As we present this annual report, we take pride in showcasing our revitalized operations and
reinvigorated spirit, ready to seize new opportunities and create a brighter future for our
stakeholders and the Company alike.

We further report that the net revenue from operation earned by the Company for the Financial
Year ended March 31, 2024 was Rs. 215.88 Lakhs.

The Company has entered into an exclusive manufacturing arrangement that includes, but not
limited to, leasing of facilities of Segno Ceramics Private limited (“Segno™), which will enable
the Company to serve its customers more efficiently and effectively by providing innovative
products and better logistics in the hinterland. This agreement enhances the company’s
operational goals. We believe this arrangement will significantly benefit our customers.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company, during the year.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the
Company between the end of the Financial Year of the Company to which the Financial
Statements relate and the date of this report.

INSURANCE SETTLEMENTS

Background:

Your company made a claim on reinstatement value basis in accordance with the policy taken
and submitted its claim for loss/damage to the properties of the Company. However, as per the
policy terms, the Insurance Company contended that the Repairs/ Replacement of Plant &
Machinery should have been completed within 12 (twelve) months from the date of incident.
The insurance company therefore, denied the claim made by the Company on the basis of
Reinstatement Value, finalized the claim under depreciation method / surveyors assessment
and sent the discharge vouchers for acceptance. Your Company returned the discharge
vouchers under protest and invoked arbitration clause as per the policy terms.

The Company is pleased to announce that the Hon’ble Arbitrator has pronounced an award in
favor of the Company of an aggregate amount of Rs. 157,01,69,000/- (Rupees One hundred
and fifty seven crores one lakh and sixty nine thousand only) plus applicable interest from the
date of award till the date of payment. The Insurance Company had the right to recourse against
this award as per the provisions of the Arbitration and Conciliation Act, 1996 and have filed an
appeal to set aside the award under Sec 34 of the Act.

CURRENT STATUS:

Pending final Judgement, the Principal District Judge ordered the Insurance Company to pay
the amount accepted by the Insurance Company along with interest to the company.
Accordingly, Rs. 15.14 crores including interest of Rs.24.89 Lakhs was received in January
2023. The said amount has been utilised for reinstatement/replacement of the assets destroyed.

LABOUR SETTLEMENTS

The company has signed a Memorandum of settlement on 24.10.2019 under Section 12 (3) of
the Industrial Disputes Act, 1947 with the Staff and Workers Union. The Company is ready to
allot the developed house site as per the Memorandum of settlement once the Yanam Master
Plan is approved and the layout approval is received.

NAMES OF COMPANIES, WHICH HAVE BECOME OR CEASED TO BE
COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR;

During the Financial Year, no Company has become or ceased to be Company's Subsidiary,
Joint Venture or Associate Company

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS
UNDER SECTION 186

During the period under review, the company has not any loans, Guarantees, Securities and not
made any Investments which fall under Section 186 of the Companies Act, 2013.

DEPOSITS

Your Company has not accepted any deposits falling within the meaning of section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during
the Financial Year under review and as such no amount of principal or interest on public
deposits was outstanding as on the date of balance sheet.

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the
Company has outstanding unsecured loans from Directors amounting to Rs. 67,09,56,863/- as
on March 31, 2024.

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the Financial Year ended
March 31, 2024.

DIVIDEND

The Company is not in a position to declare dividend. This decision, however difficult, is a
deliberate step towards the prudent management of our Company's financial health and long¬
term viability. We acknowledge the importance of dividends to our shareholders but believe
that prioritizing the stabilization of our operations and the reduction of losses is pivotal at this
juncture. As we navigate these circumstances, we remain resolute in our efforts to restore
profitability and ensure the sustained growth of our business.

FUTURE OUTLOOK

The future prospects of the Company and industry outlook are given in the Management
Discussion and analysis report.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company is
Rs.30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 (Three Crore) Equity
Shares of Rs.10/- (Rupees Ten) each.

The Issued Capital of the Company is Rs. 26,50,85,860/- (Rupees Twenty Six Crore Fifty
Lakhs Eighty Five Thousand Eight Hundred and Sixty only) divided into 2,65,08,586 (Two
Crore Sixty Five Lakhs Eight Thousand Five Hundred and Eighty Six) Equity Shares of Rs.10/-
(Rupees Ten) each.

The Subscribed and Paid-up Capital of the Company as on March 31, 2024 is Rs. 26,44,15,860
/- (Rupees Twenty-Six Crore Forty Four Lakhs Fifteen Thousand Eight Hundred Sixty only)
divided into 2,64,41,586 (Two Crore Sixty Four Lakhs Forty One Thousand Five Hundred
Eighty Six) Equity shares of Rs.10/- (Rupees Ten) each.

The Company has not issued any shares with differential rights and hence no information as
per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished. Further the Company has not issued employee
stock options and sweat equity shares.

DIRECTORS AND KMP

The following changes took place in the Board of Directors and key managerial personal of the

Company during the year under review:

a. Mr. Vasantha Rayudu Garapati (DIN: 10286287) was appointed as an Additional
Independent Director of the Company by the Board of Directors on August 22, 2023 and
his appointment was regularized by the members at Annual General Meeting held on
September 30, 2023.

b. Mrs. Radhika Prasad Narala (DIN: 00105837) was appointed as an Additional Non¬
Executive Director of the Company by the Board of Directors on October 11, 2023 and her
appointment was regularized by the members at Extraordinary General Meeting held on
January 10, 2024.

c. Mr. Srinivasulu Naidu, Non-executive Director of the Company tendered his resignation
w.e.f., May 26, 2023

d. Mr. Gopal Krishna Yalamanchili, Non-executive Independent Director of the Company
tendered his resignation w.e.f., May 26, 2023

e. Mr. Narasimham Mangavally, Company Secretary and Compliance Officer of the
Company tendered his resignation w.e.f., May 01, 2023

f. Ms. Neha Bung was appointed as the Company Secretary and Compliance Officer of the
Company w.e.f., May 01, 2023.

g. Ms. Neha Bung, Company Secretary and Compliance Officer of the Company tendered her
resignation w.e.f., October 11, 2023

h. Mr. Anji Reddy Devarapalli was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f., October 11, 2023.

The Directors and Key Managerial Personnel of the Company as on March 31, 2024 were as

follows:

In accordance with the provisions of the Act, Dr. Naraiah Naidu Gudaru, (DIN: 00105597)
Whole-time Director & chairman of the Company retires by rotation at the ensuing AGM and
being eligible offers himself for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the
Secretarial Standards on General Meeting ('SS-2') are given in the Notice of this AGM, forming
part of the Annual Report.

The Directors and Key Managerial Personnel of the Company as on the date of this report are
as follows:

BOARD MEETINGS

The Board of Directors met Eleven (11) times during the Financial Year from 1^st April 2023 to
31^st March 2024. The dates on which the meetings were held are 01/05/2023, 26/05/2023,
04/08/2023, 22/08/2023, 02/09/2023, 21/09/2023, 11/10/2023, 09/11/2023,18/12/2023,
05/02/2024 and 20/03/2024.

The intervening gap between the Meetings was within the period of 120 (One Hundred and
Twenty) days as prescribed under the Companies Act, 2013.

The number of meetings attended by the Directors during the Financial Year 2023-24 is as
follows:

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the period under review, 1 (one) Independent Director was appointed on the Board of
Directors of the Company. The Independent Director had registered himself with IICA, Data
Bank.

The Board of Directors have evaluated the Independent Director appointed during the year
2023-24 and opined that the integrity, expertise and experience (including proficiency) of the
Independent Director is satisfactory.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Mr. Vasantha Rayudu Garapati, Mrs. Vijaya
Lakshmi Yalamanchili and Mr. Ramkumar Srinivasan, Independent Directors of the Company
to the effect that they are meeting the criteria of independence as provided in Sub- Section (6)

of Section 149 of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirement of Listing Regulations, the Company has put in place a
familiarization programme for the Independent Directors to familiarize them with their role,
rights and responsibility as Directors, the working of the Company, nature of the industry in
which the Company operates, business model etc. The same is available on the website of the
Company i.e., www.regencyceramics.in.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board
Committees, the Individual Directors, the Chairman of the Company etc. pursuant to the
provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI
(LODR) Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors. The parameters include attendance of Directors at Board and Committee meetings,
integrity, credibility, expertise and trustworthiness of Directors, Board’s monitoring of various
compliances, laying down and effective implementation of various policies, level of
engagement and contribution of the Directors, safeguarding the interest of all stakeholders etc.
The performance evaluation of each Independent Director was carried out by the Board.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of the Directors, the Board as a
whole and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual Directors on the basis of criteria such as the contribution of the Individual Director
to the Board and Committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.

As an outcome of the above exercise, it was noted that the Directors come from different
backgrounds, varied administrative, financial, legal and corporate experience. They bring
together a good blend of knowledge, relevant skills, experience and have provided sound

advice. The Board has functioned as a cohesive body and has ensured compliance with legal,
regulatory and good governance norms. It was also noted that the Committees of the Board are
functioning well and satisfaction was expressed on the performance of Independent Directors
and the Executive Directors of the Company.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER
DETAILS

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration pursuant to Section 178(3) of the Companies Act, 2013.The details of the same
forming part of the Company’s Nomination and Remuneration Policy is placed on the website
of the Company i.e. https://www.regencyceramics.in/policies/.

The requisite information pursuant to Section 178(4) of the Act is given in the Corporate
Governance Report which forms part of the Annual Report.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

Your Company has laid down well-defined criteria for making payment to Non-Executive
Directors of the Company. The details of the same are available at the Company’s website i.e.,
https://www.regencyceramics.in/policies/.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with
respect to Directors’ Responsibility Statement, your board of Directors to the best of their
knowledge and ability confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;

b) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2024 and of the loss of the
Company for the Financial Year under review;

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 laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As no dividend was declared from the Financial Year 2004-05 no amount has been transferred
to IEPF.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND
HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE
OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER
REVIEW

During the year under review, the Company does not have any subsidiaries, joint ventures or
associate companies.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the Annual Return for the
Financial Year ended March 31, 2024 shall be placed on the website of the Company i.e.,
https://www.regencyceramics.in/annual-returns/. The same can be accessed post completion of
40^th Annual General Meeting scheduled to be held on September 30, 2024.

AUDITORS

A. STATUTORY AUDITOR

M/s. K S Rao & Co. Chartered Accountants, Hyderabad (Firm Registration No. 003109S ) were
appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the
38^th Annual General Meeting held on September 30, 2022, to hold the office till the
conclusion of 43^rd Annual General Meeting of the Company.

The Auditor’s Report for the Financial Year 2023-24 on the Financial Statements forms part of
this Annual Report.

B. SECRETARIAL AUDITOR

Pursuant to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Kasat
& Associates, Company Secretaries were appointed as Secretarial Auditor for the Financial
Year 2023-24. The Secretarial Audit Report submitted by M/s Kasat & Associates, Company
Secretaries is enclosed as Annexure to this report.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR

There have been no instances of fraud reported by the Auditors of the Company under Section
143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company
or to the Central Government.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark
or disclaimer made are us under:

A. STATUTORY AUDITOR’S REPORT

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended
March 31, 2024 and has noted the reservation, qualification or adverse remarks made by them.
The Explanations or comments by the Board on qualifications made by the Statutory Auditor
are as under:

B. SECRETARIAL AUDIT REPORT

The Board has duly reviewed the Secretarial Auditor’s Report for the year ended March 31,
2024 and has noted the qualification made by them. The Explanations or comments by the
Board on qualifications made by the Secretarial Auditor are as under:

INTERNAL AUDITOR

In compliance with the provisions of section 138(1) of the Companies Act, 2013 and Rule 13
of the Companies (Accounts) Rules, 2014, M/s. Brahmayya & Co, Chartered Accountants
were appointed as the Internal Auditor of the Company for the Financial Year 2023-2024.

MAINTENANCE OF COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under sub-section (1)
of Section 148 of the Companies Act, 2013, are not applicable for the business activities
carried out by the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report as stipulated under Regulation 34 (2)(f)
of the SEBI (Listing Obligations and Disclosure Requirements is not applicable to your
Company and hence it does not form a part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given loans, guarantees or made any investments that are covered under
Section 186 during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in the ordinary course of
the business of the Company and were on an arm’s length basis. There were no materially
significant related party transactions entered by the Company during the year with the
Promoters, Directors, Key Managerial Personnel or other persons which may have a potential
conflict with the interest of the Company. However, disclosure in Form AOC-2 is annexed
herewith as Annexure - E.

The policy on Related Party Transactions as approved by the Audit Committee and the Board
of Directors is hosted on the website of the Company and the link for the same is:
https://www.regencyceramics.in/policies/

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:

CONSTITUTION OF COMMITTEES
AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies
Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015. Composition and scope of Audit Committee is provided in the Corporate
Governance report annexed herewith.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted as per Section 178 of the
Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. Composition and scope of Nomination & Remuneration
Committee is provided in the Corporate Governance report annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is duly constituted as per Section 178 of the
Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. Composition and scope of Stakeholders Relationship
Committee is provided under the Corporate Governance report annexed herewith.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been adopted
by your Board and is also subject to its review from time to time. Risk mitigation process and
measures have been also formulated and clearly spelled out in the said policy.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed
there under and pursuant to the applicable provision of SEBI (Listing Obligations and
disclosure Requirements) Regulations, 2015, the Company has established a mechanism
through which all stake holders can report the suspected frauds and genuine grievances to the
appropriate authority. The Whistle blower policy which has been approved by the Board of
Directors of the Company has been hosted on the website of the Company viz
https://www.regencyceramics.in/policies/. During the year under review the Company has not
received any complaint(s) under the said policy.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size,
scale and complexity of its operations. The Company has policies and procedures in place for
ensuring proper and efficient conduct of its business, the safeguarding of its assets, the
prevention and detection of frauds, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information.

CORPORATE SOCIAL RESPONSIBILITY

The provisions w.r.t., Corporate Social Responsibility (CSR) are not applicable to the
Company. Therefore, the Company has not constituted CSR committee during the Financial
Year 2023-24 nor has developed and implemented a CSR Policy.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS, REGULATORS
AND TRIBUNALS

There are no significant and material orders passed by the regulators, courts and tribunals
that would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance
has been incorporated in the Annual Report for the information of the members of the Company.
A certificate from the Secretarial Auditors of the Company regarding compliance with the
conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual
Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is furnished
separately and forms part of this report.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards, i.e., SS-1 and SS-
2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the Financial Year 2023¬
24 to B SE Limited as well as National Stock Exchange of India Limited where the Company’s
Shares are listed.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our
website (https://www.regencyceramics.in/policies/). The policies are reviewed periodically by
the Board and updated based on need and new compliance requirement.

ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking utmost care in complying
with all pollution control measures from time to time strictly as per the directions of the
Government.

We would like to place on record our appreciation for the efforts made by the management and
the keen interest shown by the Employees of your Company in this regard.

Your Company treats its “human resources” as one of its most important assets.
INDUSTRIAL RELATIONS

Since the Company is in the process of reviving its operations, there are very few employees in
the Company and the Company maintains a cordial relationship with them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The provision relating to constitution of Internal Complaints Committee is not
applicable to the Company

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-24:

• No. of complaints received: - NIL

• No. of complaints disposed off: - NIL

PARTICULARS OF EMPLOYEES

Details in respect of the remuneration paid to the employees as required under Section 197 (12)
of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time forms part
of this report. The Annual Report and accounts are being sent to the shareholders excluding the
aforesaid exhibits. Shareholders interested in obtaining this information may access the same
from the Company’s website.

The ratio of the remuneration of each Director to the median employee’s remuneration and
other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
given in Annexure-D and forms part of this Report.

During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month as per the limits
specified underthe Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the consequences
of violation. The policy has been formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain the highest ethical standards of dealing in Company
securities.

The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website
https://www.regencyceramics.in/policies/.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

During the period under review, there was no instance of onetime settlement with any Bank
or Financial Institution.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE
END OF THE YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the Report.

SUSPENSION OF TRADING

The shares of the Company have been listed and traded on the BSE Limited and NSE. The
securities of Company have not been suspended from trading on BSE Limited and NSE as on
March 31, 2024

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, there was no revision of financial statement or the Report

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Disclosure on purchase by Company or giving of loans by it for purchase of
its shares : Not applicable

2. Buy back shares : Not applicable

3. Preferential Allotment of Shares : Not applicable

CEO/ CFO CERTIFICATION

The Managing Director cum CEO and CFO certification of the Financial Statements for the
year 2023-2024 is annexed to this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contribution made by the all
concerns at all levels for the operations of the Company. Your Directors also wish to place on
record their appreciation of business constituents and shareholders of the Company for their
continued support for the Company.

BY ORDER OF THE BOARD
for Regency Ceramics Limited

Place: Hyderabad Dr. Naraiah Naidu Gudaru Narala Satyendra Prasad

Date: September 05, 2024 Executive Chairman Managing Director & CFO

DIN: 00105597 DIN:01410333