Halder Venture Limited has received a fine of ₹2.59 lakh from BSE for non-compliance with board composition requirements under SEBI regulations. The penalty was imposed for violations during the quarter ended December 2025, marking the second consecutive instance of such non-compliance by the company.

BSE Fine Details

BSE levied the fine under SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, for non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The fine breakdown is as follows:

The exchange has mandated payment within 15 days from February 27, 2026, warning that failure to comply could result in freezing of promoter shareholdings and potential transfer to the Z group with suspension of trading.

Board Response and Compliance Status

The company's Board of Directors addressed the matter during their meeting held on March 26, 2026. The board acknowledged this as the second consecutive quarter of non-compliance with Regulation 17(1) requirements.

According to the board's statement, the non-compliance arose following the completion of a Scheme of Amalgamation approved by NCLT with effect from January 1, 2025, which made corporate governance provisions under SEBI (LODR) Regulations applicable to the company.

Timeline of Compliance

The company provided specific details regarding the compliance timeline:

Background and Remedial Actions

The company secretary informed the board that Halder Venture already had two independent directors with expertise in finance and audit. The delay in achieving full compliance was attributed to the company's efforts to identify a suitable independent director with marketing and business development experience.

The board confirmed that the company had been making continuous efforts to appoint the required independent director and that the delay was due to the intent to identify a suitable candidate rather than any regulatory lapse. This status was disclosed in the Integrated Governance Report for the quarter ended September 30, 2025.

Future Compliance Commitment

The board has advised taking abundant caution in future compliance with listing regulations and reaffirmed the company's commitment to strong governance and regulatory adherence. The company has filed a waiver application with BSE on March 2, 2026, seeking relief from the imposed penalty.

The fine must be remitted to BSE's designated virtual bank account, and the company is required to submit payment details in the prescribed format to ensure proper documentation of the penalty settlement.

Halder Venture Limited has officially concluded its board meeting on March 26, 2026, approving significant corporate actions including capital structure enhancement and fund raising through convertible warrants. The meeting, held at Diamond Heritage, Kolkata, addressed multiple strategic initiatives as outlined in the company's regulatory filing to NSE (Symbol: HALDER) and BSE (Script Code: 539854).

Board Meeting Outcomes

The board of directors approved five key resolutions during the meeting held from 3:00 PM to 4:30 PM at Diamond Heritage, 16 Strand Road, 10th Floor, Unit-1012, Kolkata-700001. The decisions encompass internal auditor changes, capital structure modifications, and fund raising initiatives, all subject to shareholder approval through postal ballot.

Internal Auditor Transition

The board took note of the resignation of M/s Somnath Ray & Associates (FRN: 324411E), Chartered Accountants, as Internal Auditor effective March 18, 2026, due to increased professional commitments and work pressures. Subsequently, the board approved the appointment of M/s J Kumar Jain & Associates (FRN: 330168E), Chartered Accountants, as the new Internal Auditor for Financial Year 2025-2026.

Authorised Share Capital Enhancement

The board approved a substantial increase in the company's authorised share capital from ₹13.43 crore to ₹18.43 crore, representing an addition of ₹5.00 crore. This enhancement involves creating 50,00,000 additional equity shares of ₹10 each, bringing the total authorised shares to 1,84,25,000 equity shares.

Convertible Warrants Issuance

The board approved the creation and issuance of 7,93,650 convertible warrants with a face value of ₹10 each at a price of ₹315 per warrant, including a premium of ₹305. The entire warrant allocation will be made to P.K. Bio Link Private Limited, a non-promoter entity, for a total consideration of ₹24,99,99,750.

Regulatory Compliance and Implementation

All approved resolutions are subject to shareholder approval through postal ballot, for which the board has also approved the postal ballot notice. The regulatory filing was digitally signed by Ayanti Sen, Company Secretary and Compliance Officer, ensuring compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company operates under CIN No.: L74210WB1982PLC035117 and maintains its headquarters at Diamond Heritage, Kolkata.