Sula Vineyards Limited has paid a penalty of ₹11,800 (inclusive of GST) each to the National Stock Exchange of India Limited (NSE) and BSE Limited, following a finding of non-compliance with Regulation 29(2)/29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The non-compliance related to the omission of a dividend-related agenda item from the prior intimation issued ahead of the Board Meeting held on 6th May, 2026. The penalty was paid on 26th June, 2026, within the prescribed timeline set by both exchanges.

Background of the Non-Compliance

Prior to the Board Meeting scheduled for 6th May, 2026, Sula Vineyards issued an intimation dated 29th April, 2026 under Regulation 29 of the SEBI (LODR) Regulations, 2015. The intimation included consideration and approval of the Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended 31st March, 2026, but did not include any agenda item relating to dividend recommendation. The Company stated that, at the time of issuing the prior intimation, the management had not proposed any dividend declaration, given the Company's financial performance and overall financial position for FY 2025-26, and that including such an item without any proposal before the Board was considered inappropriate as it could have created unwarranted market expectations.

During the course of the Board Meeting, the Non-Executive Directors, including Independent Directors, suo-moto proposed consideration of a modest dividend. After detailed deliberations on the Company's financial position, cash flow outlook, and future requirements, the Board approved the recommendation of a final dividend of ₹2 per equity share for FY 2025-26 under "Any Other Business." The outcome, including the dividend recommendation, was promptly intimated to the stock exchanges upon conclusion of the meeting. Both NSE and BSE subsequently treated the omission of the dividend agenda item from the prior intimation as a non-compliance with Regulation 29.

Fine Levied and Payment Details

Both NSE and BSE issued notices dated 15th June, 2026, imposing fines for the identified non-compliance. The fine structure, as levied by the exchanges, is detailed below:

The payment details submitted to BSE and NSE are as follows:

Company's Representation and Board Review

Sula Vineyards submitted detailed representations to both exchanges seeking reconsideration of the penalty, citing the bona-fide circumstances, absence of any intention to withhold material information, and the Company's consistent compliance track record. NSE advised the Company to submit a formal waiver application through the NEAPS portal, noting that the non-refundable processing fee for such an application amounted to ₹10,000 plus 18% GST — equivalent to the fine amount itself. Given this equivalence and the absence of a positive response from the exchanges on the representations, the Company opted to pay the penalty without prejudice to its rights and contentions.

The Board of Directors, at its meeting held on 6th August, 2026, reviewed the matter in detail, took note of the non-compliance, and confirmed that the penalty had been duly remitted within the prescribed timeline. The Board also confirmed that the Promoters had been informed of the identified non-compliance. Going forward, the Board advised that the Company shall, as a matter of abundant caution, include the agenda item 'Recommendation of Dividend, if any' in all prior intimations issued under Regulation 29 of the SEBI Listing Regulations, irrespective of whether the management proposes to recommend a dividend. The Board reaffirmed its commitment to maintaining the highest standards of corporate governance and regulatory compliance.

Sula Vineyards Sula Vineyards has appointed Chaitanya Rathi as an Additional Non-Executive Non-Independent Director and Ms. Rinku More as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP). The Board of Directors approved both appointments during a meeting held on August 6, 2026, effective immediately for both roles. Mr. Rathi’s appointment is liable to retire by rotation and requires regularisation by shareholders within three months via a postal ballot, ensuring continuity in the company’s leadership structure amidst strategic growth phases.

The appointments were made pursuant to Regulation 30 read with Schedule III, Part A, Para A (7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board acted on recommendations from the Nomination and Remuneration Committee and the Audit Committee. The company confirmed that Mr. Rathi is not debarred from holding the office of Director by any order passed by the Securities and Exchange Board of India or any other competent authority.

Key Appointments

The Board formalised two critical leadership changes to strengthen governance and financial oversight:

Ms. More had previously been appointed as CFO Designate and Senior Management Personnel effective July 15, 2026, following the resignation of Mr. Abhishek Kapoor as CFO and KMP on July 14, 2026. Her appointment as full CFO and KMP was pending formal Board approval, which was granted in the August meeting.

Leadership Profiles

Mr. Rathi brings over 20 years of experience across Consumer, Alcobev, Fintech, Hospitality, and Private Equity sectors. He spent over a decade with Sula Vineyards across two tenures, most recently serving as Chief Operating Officer from 2019 to 2023, where he led the company through its Initial Public Offering (IPO). His earlier tenure between 2006 and 2013 included scaling the company’s hospitality business into a leading wine tourism destination. Currently, he is the Founder of Searchlight ETA, India’s first Entrepreneurship Through Acquisition platform.

Ms. More is a qualified Chartered Accountant with over 11 years of experience in finance, audit, taxation, and risk assurance. She has been with Sula Vineyards for eight years, holding progressive roles in financial reporting, taxation, and winery finance. She played a key role in strengthening financial processes, automating MIS reporting, and managing IPO-related finance processes.

Shareholder Approval Process

The Board approved seeking shareholder approval for the regularisation of Mr. Rathi’s appointment and the payment of commission to him as a Non-Executive Non-Independent Director. This will be done via a Postal Ballot in accordance with Regulation 17(1C) of the SEBI Listing Regulations and the Companies Act, 2013. The Notice of Postal Ballot and relevant documents will be circulated to shareholders and submitted to the stock exchanges in due course.

What the Numbers Show

The appointment of an internal candidate like Ms. More to the CFO role signals a focus on institutional knowledge and continuity in financial governance, particularly after her involvement in IPO-related finance processes. Meanwhile, bringing back Mr. Rathi, a former COO who led the IPO, to the Board suggests a strategic emphasis on leveraging deep operational history and investor relations expertise during the company’s post-listing growth phase.