Key Regulatory Deviations Identified

1. Independent Director IICA Data Bank Non-Compliance

  • Regulation: Regulation 17 of SEBI LODR Regulations, 2015 read with Section 149 of Companies Act, 2013
  • Deviation: Independent Directors Ms. Rajni Chawla and Ms. Surbhi Yadav have not applied online to the IICA for inclusion of their names in the data bank
  • Management Response: Company is in process of enrolling the directors, but the directors resigned before completion
  • Status: Non-compliant

2. Board Performance Evaluation Non-Compliance

  • Regulation: Regulation 17(10) of SEBI LODR Regulations, 2015
  • Deviation: Company has not conducted the performance evaluation as required
  • Management Response: Company has formulated policy and will take actions for conducting performance evaluation
  • Status: Non-compliant

3. Committee Composition Non-Compliance

  • Regulation: Regulations 18, 19 & 20 of SEBI LODR Regulations, 2015 read with Sections 177, 178 of Companies Act, 2013
  • Deviation: Independent Directors in Audit Committee, Nomination & Remuneration Committee, and Stakeholder Relationship Committee have not applied to IICA data bank, making them ineligible
  • Management Response: Company is in process of appointing new directors and re-constituting committees
  • Status: Non-compliant

4. Insider Trading Disclosure Non-Compliance

  • Regulation: Regulation 6 & 7 of SEBI (Prohibition of Insider Trading) Regulations, 2015
  • Deviation: Company undertook preferential allotment during review period but did not provide requisite disclosures under Regulations 6 & 7
  • Management Response: Company noted the observation and shall ensure timely compliance going forward
  • Status: Non-compliant

5. CFO Appointment Delay

  • Regulation: Regulation 26A(2) of SEBI LODR Regulations, 2015
  • Deviation: Mr. Nirbhay resigned as CFO effective September 1, 2025. Company appointed Mr. Gaurav Garg as CFO on February 6, 2026, resulting in delay beyond prescribed 3-month period
  • Management Response: Acknowledged delay due to administrative and procedural delays in identifying suitable candidates
  • Status: Non-compliant

Previous Report Action Status

From secretarial compliance report for year ended March 31, 2025:

  • Issue: Independent Directors Mr. Rahul Misra, Ms. Anubha Chauchan, and Ponnaluri Venkata Sridhar had not enrolled in IICA data bank
  • Action Taken: Independent Directors Mr. Rahul Misra and Ms. Anubha Chauchan have enrolled in data bank and completed the test
  • Status: Now compliant

General Compliance Observations

Secretarial Standards

  • Status: No compliance
  • Reason: Company failed to provide minutes of Board Meetings and Committee Meetings

Policy Adoption and Updation

  • Status: Compliant
  • All applicable policies under SEBI Regulations adopted with board approval
  • Policies conform to SEBI Regulations and reviewed/updated as per circulars/guidelines

Website Maintenance

  • Status: Partially compliant
  • Functional website maintained: Yes
  • Timely dissemination of documents/information: No (website not updated)
  • Accurate web-links for corporate governance reports: Yes

Director Disqualification

  • Status: Unable to determine
  • Reason: Not received copy of DIR-8

Subsidiary Compliance

  • Status: Compliant for disclosure requirements
  • Material subsidiary identification: Not applicable
  • M/S Shikshan School Private Limited (not a material subsidiary) properly disclosed

Document Preservation

  • Status: Compliant
  • Records preserved and maintained as prescribed under SEBI Regulations

Performance Evaluation

  • Status: Non-compliant
  • Reason: Company has not conducted performance evaluation as per Regulation 17(10) of SEBI LODR Regulations, 2015

Related Party Transactions

  • Status: Not applicable (no transactions requiring approval)

Event Disclosure

  • Status: Compliant
  • All required disclosures under Regulation 30 along with Schedule III provided within time limits

Insider Trading Compliance

  • Status: Compliant with Regulation 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015

Regulatory Actions

  • Status: No actions taken by SEBI or Stock Exchanges during review period

Additional Information

  • Reporting Period: Financial year ended March 31, 2026
  • Practicing Company Secretary: Apoorv & Associates (CS Apoorv Srivastava, M. No.: F12734)
  • Report Limitations: Based on examination of documents provided by management, not an audit or expression of opinion on financial records
  • Purpose: Solely for compliance with Regulation 24A(2) of SEBI LODR Regulations 2015