SRM Contractors Limited has received an administrative warning letter from the Securities and Exchange Board of India (SEBI) for non-compliance with related party transaction regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The warning, dated April 23, 2026, highlights significant regulatory violations that occurred during the financial year 2024-25.

Regulatory Violation Details

SEBI's administrative warning letter specifically addresses the company's failure to obtain prior shareholder approval for material related party transactions. The regulatory body identified transactions with two joint ventures that exceeded the prescribed materiality threshold during FY 2024-25.

Regulatory Framework and Non-Compliance

Under Regulation 23(1) of the LODR Regulations, 2015, a transaction with a related party is considered material if it exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements, whichever is lower. The transactions in question surpassed this materiality threshold, thereby requiring prior shareholder approval as mandated under Regulation 23(4).

SEBI emphasized that the company's failure to obtain prior shareholder approval before entering into these material related party transactions constitutes a clear violation of Regulation 23(4) read with Regulation 23(1) of the LODR Regulations, 2015.

Official Documentation and Disclosure

The company formally disclosed the receipt of SEBI's administrative warning letter to stock exchanges on April 24, 2026, under Regulation 30 of SEBI (LODR) Regulations, 2015. The disclosure was made to both BSE Limited and National Stock Exchange of India Limited, acknowledging the regulatory non-compliance.

Subsequent Actions and SEBI's Position

While SRM Contractors Limited obtained shareholder ratification for these transactions during its Annual General Meeting held on September 29, 2025, SEBI clarified that subsequent ratification does not absolve the company of its obligation to comply with the prior approval requirement. The regulatory body stressed that the requirement under Regulation 23(4) is specifically for prior approval, which was not obtained in this case.

Company Response and Future Compliance

In its official response, SRM Contractors Limited acknowledged receipt of the administrative warning letter and committed to strengthening its internal compliance mechanisms. The company has outlined specific measures to ensure strict adherence to regulatory requirements:

• Enhanced vigilance in ensuring compliance with applicable provisions
• Strengthening internal compliance mechanisms
• Avoiding recurrence of such instances in future
• Placing the warning letter before the Board of Directors in the ensuing Board Meeting

SEBI's Advisory and Enforcement Warning

SEBI has advised the company to be more vigilant in ensuring compliance with applicable provisions and to avoid recurrence of such instances in future. The regulatory body issued a stern warning that failure to improve compliance standards could result in appropriate enforcement action being initiated in accordance with the law. The violation has been viewed seriously by SEBI, underscoring the critical importance of strict adherence to related party transaction regulations for listed entities.

SRM Contractors Limited has officially announced the acquisition of major infrastructure contracts worth ₹168 crore from prominent government agencies through a Regulation 30 filing. The contract wins demonstrate the company's expanding footprint in India's infrastructure development sector and its ability to secure projects across diverse geographical regions.

Contract Portfolio Overview

The company secured two significant contracts that showcase its expertise in different types of infrastructure work across multiple states:

NHAI Landslide Restoration Project

The larger contract worth ₹128 crore from NHAI involves construction of long-term remedial measures for identified landslide locations at Thalout, Ch. 229+600 to Ch. 230+100 between Pandoh to Kullu section of NH-03 in Himachal Pradesh. This critical infrastructure project highlights SRM Contractors' technical capabilities in handling complex terrain challenges and disaster recovery work in mountainous regions.

Maharashtra Road Development Initiative

The ₹40 crore contract from Maharashtra's Public Works Department focuses on comprehensive road infrastructure development, including construction of 2L + PS configuration road, minor bridge, and culvert work in forest stretches spanning 7.10 km. The project also includes balance major bridge work on Nal River on the Nandgaon Peth-Morshi Warud MH/MP Border Road section of NH-353K.

Strategic Business Impact

The combined contract value of ₹168 crore represents a significant addition to SRM Contractors' order book, strengthening its position in the infrastructure sector. The diversity of these projects - from specialized landslide restoration work in challenging Himalayan terrain to comprehensive road development in Maharashtra - demonstrates the company's versatility and technical expertise across different infrastructure segments. Both contracts operate under the EPC model, ensuring comprehensive project responsibility from engineering through construction completion.