Regal Entertainment & Consultants Limited is an Indian **Non-Banking Finance Company (NBFC)** registered with the **Reserve Bank of India (RBI)** under Section **45-IA** of the RBI Act, 1934 (Registration No. **13.00442**). Categorized as an **Investment and Credit Company (ICC) – Base Layer**, the firm operates at the intersection of specialized credit lending and high-end financial consultancy. --- ### **Core Business Verticals & Service Architecture** The company operates a dual-engine business model combining direct credit deployment with a comprehensive professional services suite. #### **1. Specialized Lending & Supply Chain Finance** Regal focuses on liquidity optimization for small and medium-sized enterprises, with a particular emphasis on **Agro-based supply chain financing**. * **Credit Products:** Micro Enterprise Loans, SME Loans, and Personal Loans. * **Working Capital Solutions:** Supply Chain Financing and **Bill Discounting** facilities. * **Investment Banking:** Equity Capital Markets (ECM) advisory, fund-raising facilitation, and proprietary dealing in shares and securities. #### **2. Audit, Assurance & Regulatory Consultancy** The company leverages a **PAN India network** (offices in **Pune, Chandigarh, Patna, and Jaipur**) to provide rigorous compliance and advisory services: * **Statutory & Tax Audits:** Comprehensive examinations under the **Companies Act 2013**, **Income Tax Act 1961**, and **GST Act 2017**. * **Due Diligence & M&A:** Financial due diligence for Banks and FIs, balance sheet restructuring, and valuation of securities. * **Specialized Verification:** Physical inventory verification for large-scale manufacturers in sectors including **Auto Parts, Chemicals, Electronics, and Liquor**. * **International Taxation:** **Transfer Pricing** studies, **Tax Residency Certificates**, and **FEMA** compliance for NRI fund repatriation. * **Corporate Outsourcing:** Management of accounting functions (AP/AR), payroll, and **Ind-As Conversion**. --- ### **Strategic Capital Restructuring & RBI Compliance Roadmap** The company is currently undergoing a critical capital augmentation phase to align with the **RBI’s Scale Based Regulation (SBR)** framework. #### **The 2026 Rights Issue** Following the revocation of a trading suspension on the BSE, the company has launched a **Rights Issue** to bridge the gap in its **Net Owned Fund (NOF)**. * **Issue Size:** Up to **58,36,990** fully paid-up equity shares. * **Issue Price:** **₹14** per share (including a **₹4** premium). * **Target Proceeds:** **₹8.17 crore** (Net proceeds estimated at **₹7.76 crore**). * **Entitlement Ratio:** **19:10** (19 shares for every 10 held as of **March 25, 2026**). #### **Regulatory Capital Targets** As an NBFC-ICC, the company must meet escalating NOF thresholds to retain its license: | Deadline | RBI Mandated NOF | Regal Status / Plan | | :--- | :--- | :--- | | **Sept 30, 2025** | - | **₹2.12 Crore** (Actual) | | **March 31, 2025** | **₹5 Crore** | Shortfall to be met via Rights Issue | | **March 31, 2027** | **₹10 Crore** | Future growth/retention target | #### **Evolution of Share Capital** To accommodate growth, the company has aggressively expanded its authorized capital: * **Pre-Dec 2024:** ₹5.00 Crore * **Dec 2024:** ₹9.00 Crore (Added 40L Preference Shares) * **Aug 2025:** **₹14.00 Crore** (1,00,00,000 Equity / 40,00,000 Preference) --- ### **Financial Performance & Fiscal Positioning** The company’s financials reflect a period of transition, characterized by asset liquidation and shifting profitability. | Period | Basic/Diluted EPS (₹) | Key Financial Event | | :--- | :--- | :--- | | **FY Ended March 31, 2024** | **0.005** | Marginal Profit | | **FY Ended March 31, 2025** | **1.69** | Significant Profit Growth | | **9M Ended Dec 31, 2025** | **(0.53)** | Unaudited Loss | **Operational Highlight:** In Q4 FY25 (Feb 2025), the company successfully liquidated a portion of its loan book, selling advances with a book value of **₹1.19 Crore** for **₹1.62 Crore**, realizing a profit of **₹42.37 Lakhs**. **Tax Optimization Strategy:** * **Section 115BAA:** Option to adopt a reduced **Corporate Tax Rate of 25.17%**, providing exemption from **MAT**. * **Section 80JJAA:** 30% deduction on additional employee costs to incentivize hiring. * **Section 80M:** Deductions on inter-corporate dividends to prevent double taxation. --- ### **Governance & Management Structure** The company is overseen by a Board of **4 Directors**, emphasizing a balance between executive leadership and independent oversight. * **Shreyash Vinodkumar Chaturvedi (MD & CFO):** Appointed May 2022 for a 5-year term. He holds **10,77,781 shares** (zero encumbrances) but intends to dilute his stake by subscribing to only **60-70%** of his Rights Entitlement. * **Satbir Singh (Executive Director):** Appointed November 2024. * **Independent Directors:** Sudeb Sarbadhikary, Gurvinder Singh, and Barkha Chhabra. * **Compliance:** Vineet Kharkwal serves as Company Secretary and Compliance Officer. --- ### **Risk Factors & Critical Challenges** #### **1. Regulatory & Historical Compliance** * **NOF Shortfall:** Failure to reach the **₹5 crore** NOF threshold could lead to the cancellation of the **Certificate of Registration (CoR)** by the RBI. * **Trading History:** Equity shares were suspended on the BSE for three years (**Nov 2022 – Nov 2025**) due to non-compliance with SEBI depository regulations. * **Audit Qualifications:** The FY25 audit noted missing demat statements for **₹18.73 lakhs** in investments and an unprovided liability of **₹81.42 lakhs** for BSE penalties. #### **2. Operational & Asset Risks** * **Asset Quality:** Approximately **₹1.82 crore** in loans (including interest) have been identified as non-performing, requiring significant provisioning. * **Cash Flow:** The company has historically struggled with negative net cash flows from operating activities. * **Intellectual Property:** The **"REGAL"** brand logo is currently not registered under the Trademarks Act. #### **3. Investment Constraints** | Category | Limit / Constraint | | :--- | :--- | | **FPI Limit** | Individual holding capped at **<10%** of post-issue capital. | | **NRI/OCI Limit** | Individual **5%**; Aggregate **10%**. | | **Geopolitical** | Investors from countries sharing a land border with India require **Government Approval** (Press Note 3). | --- ### **Corporate Information** * **Registered Office:** Horniman Circle Chambers, **Fort, Mumbai** (Shifted Nov 2024). * **Listing Status:** Listed on **BSE (Scrip: 531033)**. * **FDI Limit:** **100%** under the automatic route (Sectoral Cap). * **Instrument for Capital:** Recently approved **12.5% p.a. Compulsory Cumulative Redeemable Preference Shares (CCRPS)** for private placement to Northern Lights Ventures Pvt Ltd to raise **₹4.00 crore** without equity dilution.