The Securities and Exchange Board of India (SEBI) has issued a tax invoice for substantial acquisition of shares and takeover filing requirements under regulatory compliance procedures. The invoice, processed on March 12, 2026, pertains to mandatory filings under Regulation 10(7) of SEBI's takeover regulations.

Transaction Details

The tax invoice carries document number CFD/032526/040 and involves a B2B transaction between SEBI and the recipient. The filing relates to substantial acquisition procedures under section 10(1)(a)(ii) of the takeover regulations.

Financial Breakdown

The invoice details show the complete financial structure of the regulatory filing fee. The transaction involves IGST application due to interstate supply between Maharashtra and Rajasthan.

Parties Involved

The invoice identifies SEBI as the supplier, operating from its Mumbai headquarters at C-4-A SEBI Bhavan, G Block, Bandra Kurla Complex. The recipient is listed as Ankit Agrawal, based in Jaipur, Rajasthan. Both parties maintain valid GST registrations for the transaction.

Regulatory Compliance

The filing falls under HSN code 997155 and relates to substantial acquisition of shares and takeover procedures. The transaction received digital authentication from NIC (National Informatics Centre) and carries an active IRN status. The e-invoice system generated acknowledgment number 122631527085370 for the transaction processed on March 12, 2026.

RMC Switchgears Limited has submitted its Secretarial Compliance Report for the period from 1st April 2024 to 31st December 2025 to BSE Limited under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report was prepared by V.M. & Associates Company Secretaries and submitted on 3rd February 2026.

Report Scope and Purpose

The compliance report was specifically prepared to meet requirements for Main Board migration. As an SME-listed company, RMC Switchgears Limited is exempt from corporate governance requirements under Regulations 17 to 27 of SEBI LODR Regulations, making this submission primarily for informational purposes.

The secretarial audit covered compliance with various SEBI regulations including LODR Regulations, Issue of Capital and Disclosure Requirements, Substantial Acquisition of Shares and Takeovers, Prohibition of Insider Trading, and other applicable securities laws for the review period.

Compliance Status Overview

The report evaluated 14 key compliance parameters, with the company demonstrating adherence to most regulatory requirements. However, significant gaps were identified in critical areas:

Key Compliance Violations

Insider Trading Regulation Breaches

The audit revealed two significant violations of SEBI (Prohibition of Insider Trading) Regulations:

Structured Digital Database Gaps: The company failed to maintain complete records of unpublished price sensitive information sharing in its structured digital database as required under Regulation 3(5). The management attributed this to vacancy in the Company Secretary position and subsequent system migration issues.

Contra Trade Violation: A promoter who is also a designated person executed contra trades, violating the company's Code of Conduct and PIT Regulations. This violation was not promptly reported to the stock exchange as mandated under Regulation 9 and Schedule B provisions.

Disclosure Timeline Violations

The company failed to submit certain material disclosures within prescribed timeframes under Regulation 30(6) of LODR Regulations, which requires disclosure within 30 minutes of board decisions, 12 hours for internal events, or 24 hours for external events.

Management Response and Corrective Actions

RMC Switchgears management acknowledged all violations as procedural and inadvertent, emphasizing no misuse of unpublished price sensitive information. The company has implemented several corrective measures:

• Formal advisory and warning issued to the concerned designated person
• Comprehensive awareness sessions conducted for all designated persons
• Strengthened pre-clearance and trade monitoring mechanisms
• Enhanced internal compliance tracking systems
• Clear assignment of responsibilities to the Compliance Officer

Company Background

RMC Switchgears Limited operates with its corporate office at B-11 (B&C), Malviya Industrial Area, Jaipur-302017, Rajasthan, and registered office at Khasra No. 163, 164, Village-Badodiya, Tehsil-Kotkhawada, District-Jaipur, Rajasthan. The company trades on BSE with scrip code 540358 under the symbol RMC.

The secretarial compliance report reflects the company's commitment to regulatory adherence while highlighting areas requiring enhanced monitoring and control mechanisms to ensure future compliance with securities regulations.