Gujarat State Petronet Limited's board has decided to seek waiver of regulatory fines imposed by stock exchanges for non-compliance with board composition requirements during the third quarter of fiscal year 2026.

Exchange Penalties and Board Response

Both BSE and NSE imposed identical fines on the company for alleged non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The penalties relate to board composition requirements during the quarter ended December 31, 2025.

Regulatory Communication Timeline

The company received penalty notices from both exchanges on February 27, 2026. BSE sent an additional follow-up communication on March 4, 2026, requesting details of fine payment or waiver application. The exchanges provided 15 days from the notice date for compliance and payment.

Board Meeting and Decision

During the board meeting held on March 11, 2026, directors reviewed the penalty notices from both exchanges. After considering the facts and circumstances, the board advised management to file waiver applications with BSE and NSE for the alleged non-compliance.

The board's decision was communicated to the exchanges as required under SEBI Master Circular provisions, which mandate that penalty matters and subsequent board actions be disclosed to exchanges for dissemination.

Non-Compliance Details

NSE's penalty calculation shows the company was non-compliant for 9 days at Rs. 5,000 per day, totaling Rs. 45,000 in basic fine. The non-compliance specifically relates to board composition requirements under Regulation 17(1), which covers:

• Board composition including failure to appoint woman director
• Requirements for independent directors
• Overall board structure compliance

Waiver Application Process

The exchanges outlined specific procedures for waiver applications:

• Applications must be submitted through designated online portals
• Processing fees of Rs. 10,000 plus 18% GST required for fines exceeding Rs. 5,000
• Detailed reasons for waiver must be provided
• Compliance achievement is prerequisite for waiver processing

The company now has the option to either pay the imposed fines or pursue the waiver route through proper channels as advised by the board.

Source: None/Company/INE246F01010/c5387b70-f064-4c95-8ea9-52e3a1d1b69e.pdf

Gujarat State Petronet has received regulatory fines from both BSE and NSE for non-compliance with board composition requirements during the quarter ended December 2025. The company disclosed this development through regulatory filings, with the initial disclosure made on February 27, 2026, followed by an updated filing on March 1, 2026.

Combined Fine Details from Both Exchanges

Both BSE and NSE imposed identical penalties on the company for non-compliance with Regulation 17(1) of SEBI LODR regarding board composition requirements. The regulatory action pertains to the quarter ended December 2025.

Board Changes and Director Appointments

The non-compliance arose due to changes in the company's independent director positions during October 2025. On October 22, 2025, two independent directors completed their tenure - Dr. Sudhir Kumar Jain and Shri Bhadresh Mehta ceased to be directors at the close of business hours.

Simultaneously, the company appointed Shri Jayant Misra, IRS (Retd.) as Independent Director effective October 22, 2025, to fill one of the vacancies created by the tenure completions.

Unforeseen Resignation Creates Vacancy

A critical development occurred on October 15, 2025, when Shri Tapan Ray, IAS (Retd.), resigned from his position as Independent Director due to pre-occupation and personal commitments. This resignation was unforeseen and beyond the company's control, creating an additional vacancy in the board composition.

The company emphasized that as per Regulation 17(1E) of SEBI LODR Regulations 2015, any vacancy in director positions should be filled within three months from the date of vacancy. Since the resignation occurred on October 15, 2025, the company had until January 15, 2026, to fill this position.

Government Company Constraints and Payment Timeline

Gujarat State Petronet highlighted its unique position as a government company, where the power to appoint directors, including independent directors, vests with the Energy & Petrochemicals Department of the Government of Gujarat. This structural constraint limits the company's direct control over board appointments and composition.

Both exchanges have mandated that the company must pay the fines within 15 days from the date of their respective notices. Failure to comply may result in freezing of the entire shareholding of the promoter and potential suspension of trading.

Waiver Application Strategy

The company plans to seek waiver of the imposed fines under SEBI's Master Circular dated November 11, 2024. The waiver application will be based on the circumstances being unforeseen and beyond the company's control, coupled with the structural constraints of being a government entity where director appointments are controlled by the state government rather than the company's management.

For NSE waiver applications, the company must submit through the NEAPS portal with a non-refundable processing fee of ₹10,000 plus 18% GST, as the fine amount exceeds ₹5,000 exclusive of GST.

Source: None/Company/INE246F01010/c0def18c-188b-4525-b605-55d28ef4e9d1.pdf