Viji Finance has paid a fine of Rs 1,35,700 each to BSE Limited and National Stock Exchange of India Limited for alleged non-compliance with board composition norms. The penalty, inclusive of GST, was imposed for an alleged violation of Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates that the Board of Directors of the top 2000 listed entities must comprise not less than six directors.

The company received email communications regarding the fine on May 27, 2026, followed by further communication on June 15, 2026, from both exchanges. Viji Finance stated that the payment was made under protest to avoid further actions by the exchanges. The company clarified that the remittance does not constitute an admission of the alleged non-compliance and is without prejudice to its rights.

Viji Finance reserves its right to challenge the levy of the fine and intends to file an application seeking a waiver or review of the penalty before the respective stock exchanges. The company is currently in the process of submitting an appropriate response and representation regarding the matter.

Fine Details

The company disclosed that there is no material impact on its financial, operational, or other activities beyond the payment of the fine. Vijay Kothari, Chairman & Managing Director, signed the disclosure confirming the payment and the company's intent to pursue remedies.

Viji Finance Limited has secured regulatory confirmation regarding the receipt of funds for its preferential warrant issue, with statutory auditors certifying the compliance of the transaction. The company allotted 8,85,00,000 convertible share warrants to non-promoters and other persons at a price of ₹2.80 each, aggregating to a total issue size of ₹24,78,00,000. The warrants are convertible into equity shares with a face value of Re.1, and the allotment was approved by the Preferential Allotment Committee of the Board of Directors on June 16, 2026.

Dharmendra K Agrawal & Company, Statutory Auditors of the Company, issued a certificate confirming that the Company is in compliance with Regulation 169(4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The auditors certified that an aggregate upfront subscription of ₹6,19,50,000, representing 25% of the total warrant consideration, was received. The certificate confirms that the consideration was received from the respective allottees' bank accounts and that there was no circulation of funds or mere passing of book entries.

The preferential issue size was revised from the initially proposed ₹35,70,00,000, comprising 12,75,00,000 warrants, after three proposed investors—Vicky R. Jhaveri HUF, Rajesh Nanubhai Jhaveri HUF, and Mrs. Harsha Rajesh Jhaveri—did not participate. Consequently, the final allotment was reduced to 8,85,00,000 warrants. The issue was conducted pursuant to approvals granted by shareholders in an Extra-Ordinary General Meeting held on April 23, 2026, and in-principle approvals were received from BSE Limited, National Stock Exchange of India Limited (NSE), and The Calcutta Stock Exchange Limited (CSE).

The remaining 75% of the consideration is payable by the warrant holders at the time of exercising their conversion rights. The conversion must occur within a period of 18 months from the date of allotment. If the option is not exercised within this period, the warrants will lapse and the consideration paid will be forfeited. The warrants and the resultant equity shares arising upon conversion will be subject to lock-in requirements prescribed under Chapter V of the SEBI (ICDR) Regulations, 2018.

Allotment Details

The following table details the allottees and the number of warrants allotted to them: