SJVN Limited, a Navratna Central Public Sector Enterprise and a joint venture of the Government of India and the Government of Himachal Pradesh, has notified the stock exchanges of a change in its board composition. The company informed that Shri Mohammad Afzal, who served as Joint Secretary at the Ministry of Power and as a Nominee Director of the Government of India on the company's board, has ceased to hold the position of Director with effect from April 30, 2026.

Director Cessation Details

The company received a communication from the Ministry of Power, Government of India, via email on May 5, 2026, regarding the development. The cessation is pursuant to Office Order No. 2-20/15/2022-ADMN-II(MoP) dated April 28, 2026, issued by the Ministry of Power, Government of India, under which Shri Mohammad Afzal was relieved of his duties with effect from April 30, 2026.

The key details of the board change are summarised below:

Regulatory and Statutory Basis

The disclosure was made in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The cessation is also governed by the company's Articles of Association. Specifically, Article No. 33(d) of the Articles of Association states that "A Director representing a Ministry of the Government of India or any Administrative Department of the Government of Himachal Pradesh shall retire on his ceasing to be an officer of that Ministry/Administrative Department." Accordingly, upon being relieved from his duties at the Ministry of Power, Shri Mohammad Afzal automatically ceased to be a Director of SJVN Limited.

Company Background

SJVN Limited is a Navratna CPSE incorporated under CIN L40101HP1988GOI008409, with its registered and corporate office located at SJVN Corporate Office Complex, Shanan, Shimla – 171006, Himachal Pradesh. The filing was digitally signed by Soumendra Das, Company Secretary, on May 5, 2026.

SJVN Limited has received penalty notices from both BSE and NSE imposing fines totaling ₹5.42 lakh for non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The fines were issued on February 27, 2026, and relate to violations during the quarter ended December 2025.

Fine Details and Regulatory Violations

The exchanges imposed penalties specifically under Regulation 17(1) for non-compliance with board composition requirements, including failure to appoint requisite directors. The fine structure shows a daily penalty of ₹5,000 for 92 days of non-compliance during the December 2025 quarter.

Both BSE and NSE have issued identical penalty amounts, with the company required to pay the fine within 15 days of receiving the notices. The exchanges warned that failure to pay could result in freezing of promoter shareholding and potential transfer to the Z group category.

Company's Board Response

The SJVN board has formally responded to the penalty notices, emphasizing the company's unique status as a government entity. The board's comments highlight several key points:

• SJVN Limited operates as a Government Company under Section 2(45) of the Companies Act, 2013
• Article 32 of the company's Articles of Association vests director appointment powers with the President of India through the Ministry of Power
• The company and its board have no authority in director appointment matters
• Multiple requests have been sent to relevant government authorities for expedited appointments

The board stated that the government is in the process of appointing the CMD, Whole-time Directors, and Independent Directors very soon to ensure compliance with SEBI regulations.

Regulatory Framework and Compliance Requirements

The penalties stem from SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, which prescribes penal actions for non-compliance with listing regulations. The circular establishes a Standard Operating Procedure for suspension and revocation of trading for non-compliant entities.

Key Regulatory Violations Assessed

Payment and Compliance Procedures

Both exchanges have provided specific payment procedures for the imposed fines. BSE has designated a virtual bank account (BSER09889) with ICICI Bank, while NSE requires payment through IDBI Bank using the company's unique account code for annual listing fees.

The exchanges have also outlined waiver application procedures, requiring:

• Compliance achievement as a prerequisite for waiver consideration
• Non-refundable processing fees of ₹10,000 plus 18% GST for fines exceeding ₹5,000
• Detailed submissions through designated online portals

Corporate Governance Implications

As a Navratna CPSE and joint venture between the Government of India and Himachal Pradesh, SJVN's compliance challenges highlight the complexities faced by government-controlled entities in meeting stock exchange requirements. The company has proactively communicated with the Ministry of Power and state government authorities to expedite the director appointment process.

The penalty notices require board-level discussion and formal communication to the exchanges regarding the board's comments on the imposed fines, which SJVN has completed through its April 24, 2026 disclosure.