BF Investment Limited has received a fine notice from the National Stock Exchange of India Ltd. (NSE) and BSE Ltd for non-compliance with SEBI Listing Regulations. The notice, dated May 27, 2026 (Ref: NSE/LIST-SOP/COMB/FINES/0611), was issued under the SEBI Master Circular updated on January 30, 2026.

Nature of Non-Compliance and Fine

The specific non-compliance is with Regulation 17(1) of the Listing Regulations for the quarter ended March 31, 2026. The violation pertained to the composition of the Board, specifically the failure to appoint an Independent Woman Director.

The financial penalty imposed is as follows:

  • Base Fine: ₹375,000 (calculated as ₹5,000 per day for 75 days of non-compliance)
  • GST @18%: ₹67,500
  • Total Fine Payable: ₹442,500

The annexure to the notice states that if the company was still non-compliant as of the letter's date (May 27, 2026), the fine amount would continue to increase daily until compliance was achieved.

Board of Directors' Response

The fine notice was placed before the company's Board of Directors in a meeting held on May 29, 2026. The Board discussed and noted the following:

  • The company had already appointed a Non-Executive – Independent Woman Director, not liable to retire by rotation, effective March 17, 2026.
  • The appointment is for a period of 3 (three) consecutive years.
  • The members' approval for this appointment had been received.
  • Consequently, the Board stated that as of the meeting date (May 29, 2026), the company is in compliance with Regulation 17(1).

Consequences of Non-Payment and Waiver Process

The notice requires the company to pay the fine within 15 days from May 27, 2026. Failure to do so may result in:

1. Initiation of freezing of the entire shareholding of the Promoters in the company and in other securities held in their Demat accounts.

2. Trading in the company's securities shifting to a 'Trade for Trade' basis on the Z Category for consecutive defaults.

The company has the option to file a waiver request through the NSE's NEAPS portal (NEAPS >> Compliance >> Fine Waiver >> Waiver Request). Key conditions for a waiver application include:

  • Compliance with the regulation is a pre-requisite for applying.
  • A non-refundable processing fee of ₹10,000 plus 18% GST is required if the fine amount is more than ₹5,000 (exclusive of GST).
  • Waiver applications sent via email are not considered.

Regulatory Directive

The company is required to inform its Promoters about the non-compliance. Furthermore, as per the Master Circular, the company must ensure that this notice and the subsequent action are placed before the Board. The comments from the Board (as provided in this disclosure) must be communicated to the Exchange via the NEAPS portal (NEAPS > COMPLIANCE > Announcements > Announcements/ CA) for dissemination with the announcement text 'Board comments on fine levied by the Exchange'.