Narmada agrobase Limited has received an administrative warning letter from the Securities and Exchange Board of India (SEBI) for non-compliance with regulatory requirements under the LODR Regulations. The company disclosed this development to stock exchanges on April 02, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEBI Warning Details

The regulatory action stems from SEBI's examination of the company's compliance with LODR Regulations regarding the Policy for Determination of Materiality. The warning letter, dated April 01, 2026, was issued by Sareena P U, General Manager of SEBI's Corporation Finance Department.

Nature of Non-Compliance

SEBI observed that Narmada Agrobase Limited failed to update its "Policy for Determination of Materiality" in compliance with amendments to LODR Regulations within the required timelines. This constituted a violation of Regulation 30 (4)(ii) of the LODR Regulations. The examination was conducted specifically to assess the company's compliance with LODR Regulations related to the Policy for Determination of Materiality.

Company's Response and Action Plan

The company has acknowledged the seriousness of the regulatory warning and outlined its response strategy. Narmada Agrobase Limited has initiated internal steps to strengthen its compliance framework to ensure such instances do not recur in the future. The company emphasized its commitment to adhering to all regulatory requirements going forward.

Impact Assessment

Regulatory Directives

SEBI has advised the company to ensure that the "Policy for Determination of Materiality" is updated promptly as per the amended LODR Regulations. The regulator has also directed that this warning letter be placed before the Board of Directors in its next meeting and disseminated to stock exchanges. SEBI warned that any future aberrations would be viewed seriously and appropriate action would be initiated.

Compliance Framework Enhancement

The company has taken the warning seriously and committed to strengthening its regulatory compliance processes. This includes ensuring timely updates to policies in accordance with regulatory amendments and maintaining adherence to all applicable SEBI regulations. The administrative warning serves as a reminder for listed companies to maintain robust compliance mechanisms for regulatory requirements.

Narmada agrobase Limited announced the resignation and appointment of internal auditors following regulatory compliance requirements under the Companies Act, 2013 and SEBI Listing Regulations. The company filed comprehensive disclosures with both NSE and BSE on March 28, 2026, detailing the transition in its internal audit function.

Auditor Transition Details

The company processed two significant changes in its internal audit arrangements effective March 28, 2026. M/s. Rajesh Bhati & Associates tendered their resignation, while M/s. Hanish Agrawal & Associates was simultaneously appointed as the new internal auditor.

Resignation Background

CA Rajesh Kumar, Proprietor of M/s. Rajesh Bhati & Associates (Membership No: 177156), submitted his resignation citing preoccupation and other personal commitments. The chartered accountant firm confirmed that no material reasons beyond those stated contributed to the resignation decision. In their resignation letter dated March 28, 2026, the firm expressed gratitude for the cooperation received during their tenure and wished the company future success.

New Auditor Appointment

M/s. Hanish Agrawal & Associates brings substantial expertise to the internal auditor role. Mr. Hanish Rameshbhai Agrawal, the firm's principal, possesses over 8 years of extensive experience in taxation, auditing, accounting, and regulatory compliance. His professional competencies include:

• GST and TDS compliance management
• Corporate compliance filings
• Risk assessment and management
• Internal process optimization
• Financial and taxation analysis

Regulatory Compliance Framework

The appointment aligns with compliance requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company fulfilled its disclosure obligations under Regulation 30 read with Schedule III of the Listing Regulations, providing comprehensive details as required by SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

Neerajkumar Sureshchandra Agarwal, Chairman and Managing Director, signed the official communications to stock exchanges with digital signatures, ensuring proper regulatory compliance and transparency in the transition process. The notifications included detailed annexures outlining reasons for change, appointment dates, and professional profiles as mandated by regulatory requirements.