Date: September 23, 2026

KMP / Board / Auditor Changes

  • Dr. Sarvamangala R. Patil was appointed as an Additional Director in the category of Non-Executive Independent Woman Director at the Board meeting held on September 22, 2026.
  • This appointment was made to restore compliance with the requirement under Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Outcomes

The Board of Directors met on Tuesday, September 22, 2026. The key decisions and notes were:

  • Noted communications from NSE and BSE regarding non-compliance with Regulation 17(1) & 29 of the SEBI LODR Regulations and the fines levied.
  • Noted that the Company had initiated a process for appointing a Woman Independent Director and had made continuous efforts to identify a suitable candidate.
  • Noted that the delay was not intentional and the Company was actively pursuing the matter.
  • Noted that the instance of non-compliance under Regulation 29 occurred due to an inadvertent procedural lapse.
  • Noted that the Company has paid the applicable fines imposed by the Stock Exchanges.
  • Confirmed that the matter has now been complied with.
  • Advised the Management to take abundant caution in the future for timely compliance with the Listing Regulations.

Regulatory Actions & Fines

National Stock Exchange of India Limited (NSE) Fines:

1. Notice dated August 25, 2026 (Ref: NSE/LIST-SOP/COMB/FINES/0954)

  • Regulation Breached: Regulation 17(1) of SEBI LODR
  • Nature of Breach: Non-compliance with requirements pertaining to the composition of the Board, including failure to appoint a woman director.
  • Period: Quarter ending June 30, 2026
  • Fine Calculation: ₹5,000 per day for 91 days of non-compliance.
  • Basic Fine: ₹455,000
  • GST @18%: ₹81,900
  • Total Fine Payable: ₹536,900
  • The notice stated that if the company was still non-compliant, the fine would keep increasing every day until compliance was achieved.

2. Notice dated August 14, 2026 (Ref: NSE/LIST-SOP/FINES/0900)

  • Regulation Breached: Regulation 29(2)/29(3) of SEBI LODR
  • Nature of Breach: Delay in furnishing prior intimation about the meeting of the board of directors.
  • Period: Month ended July 31, 2026
  • Fine Calculation: ₹10,000 per instance.
  • Basic Fine: ₹10,000
  • GST @18%: ₹1,800
  • Total Fine Payable: ₹11,800

BSE Limited Fines:

1. Email dated August 25, 2026 (Ref: SOP-CReview/ QTR-Jun-26)

  • Confirmed the fine for breach of Regulation 17(1) for the June 2026 quarter, matching the NSE calculation: Basic Fine ₹455,000 + GST ₹81,900 = Total ₹536,900.
  • The notice listed other regulations but confirmed a ‘0’ fine for them (Regulations 17(1A), 17(2), 17(2A), 18(1), 19(1)/19(2), 20(2)/(2A), 21(2), 27(2)).

2. Email dated August 14, 2026 (Ref: SOP-Review-14.08.2026)

  • Confirmed the fine for breach of Regulation 29(2)/29(3) for July 2026, matching the NSE calculation: Basic Fine ₹10,000 + GST ₹1,800 = Total ₹11,800.
  • The notice listed other regulations but confirmed a ‘0’ fine for them (Regulations 44(3), 42(2)/42(4)).

Consequences of Non-Payment:

Both exchanges warned that failure to pay fines within 15 days could lead to the freezing of the entire shareholding of the Promoters in the company and all other securities held in their demat accounts. NSE additionally warned that a second consecutive quarter of non-compliance with Regulations 17(1), 18(1), and 27(2) could result in the company's shares being moved to the 'Z' category and suspended from trading.

Waiver Process:

The notices outlined a process for applying for a waiver of fines, which required:

a) Submitting the application via the NEAPS portal, not email.

b) Providing a detailed submission with reasons for the waiver request.

c) Achieving compliance as a pre-requisite for the waiver application to be processed.

d) Paying a non-refundable processing fee of ₹10,000 + 18% GST if the fine amount was more than ₹5,000.

Status

The Board's communication confirms that:

  • Compliance with Regulation 17(1) has been achieved by appointing Dr. Sarvamangala R. Patil.
  • The levied fines have been paid to the stock exchanges.
  • The matter is now closed, with an advisory to management for future caution.