Zenith Exports has settled a regulatory penalty of ₹13,01,540 with both BSE Limited and the National Stock Exchange of India Limited following the rejection of its waiver application. The payment, made on August 11, 2026, resolves outstanding fines imposed for alleged non-compliance with multiple provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company’s waiver request was formally rejected by BSE on August 5, 2026, triggering the immediate settlement to avoid further regulatory action, including potential freezing of promoter shareholding.

The penalties stem from delayed or non-submission of statutory documents under Regulations 17(1), 23(9), and 34. While the company had previously communicated its intent to seek waivers in letters dated February 27, 2026, May 27, 2026, and August 5, 2026, the Internal Regulatory Oversight and Review Group (IRORG) at BSE declined the request. The total amount includes an 18% GST component on the base penalties.

Breakdown of Penalties

The ₹13,01,540 figure comprises residual penalties from various quarters where compliance deadlines were missed. The IRORG specifically rejected waivers for two recent instances under Regulation 17(1). The detailed composition of the fine is outlined below.

The company disclosed that there is no quantifiable financial or operational impact resulting from this penalty. The violation details indicate late submissions rather than fraudulent activity, though the recurring nature of the breaches across different years suggests persistent compliance gaps.

Regulatory Context

The fines were levied pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, which outlines penal actions for non-compliance. Under this framework, failure to pay such fines within the stipulated period can lead to severe consequences, including the freezing of the entire shareholding of promoters and all securities held in their Demat accounts. By settling the amount on August 11, 2026, Zenith Exports avoided these escalated measures.

The company secretary, Anita Kumari Gupta, notified the exchanges of the payment under Regulation 30 of the Listing Regulations, read with SEBI circular dated July 13, 2023. This disclosure ensures transparency regarding the resolution of the regulatory matter.

What the Numbers Show

The penalty structure reveals that the bulk of the fine arises from recent violations in FY26 (Dec-2025 and Mar-2026) and a significant outstanding from Mar-22. The rejection of the waiver for the most recent quarters indicates that the exchanges are strictly enforcing timely disclosure norms despite prior requests for leniency. The absence of any waived amount in the final calculation underscores the finality of the IRORG’s decision.

Zenith Exports Limited disclosed that the National Stock Exchange of India Limited and BSE Limited levied a total fine of ₹3,77,600 each for non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The penalty, comprising a basic fine of ₹3,20,000 plus 18% GST, was imposed for the quarter ended March 31, 2026, due to the company's failure to maintain the required composition of its Board of Directors. The company stated there is no material impact on its financials or operations and is in the process of submitting waiver requests to both exchanges.

Regulatory Deviations and Penalties

The notices received on May 27, 2026, cited a violation of Regulation 17(1), which mandates the composition of the Board, including the appointment of a woman director. The exchanges calculated the fine based on a daily penalty of ₹5,000 for 64 days of non-compliance. The company has been advised to pay the fine within 15 days to avoid actions such as the freezing of promoter shareholding or a potential shift to the Z category for trading.

Remedial Actions and Board Appointments

In response to the non-compliance, the management attributed the vacancy to difficulties in identifying suitable candidates, noting that a resolution for the appointment of an Independent Director was defeated by dissenting shareholders in the previous year. To rectify the situation, the company appointed Priyanka Poddar (DIN: 10481007) and Subhajeet Kar (DIN: 07148810) as Non-Executive Independent Directors on March 6, 2026. These appointments were intended to restore the Board's compliance with the prescribed composition requirements.

Compliance Status and Waiver Process

The company confirmed that it is looking for suitable candidates to fill the vacancy and is actively pursuing waivers for the fines. Both exchanges have outlined specific procedures for filing waiver applications via their respective portals, requiring compliance to be achieved before processing. Additionally, the company must place the details of the non-compliance and the subsequent actions taken before its Board in the next meeting, with comments to be informed to the exchanges for dissemination.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE058B01018/ee53dabbaed74122.pdf