Jetmall Spices & Masala Limited has informed the BSE about receiving a compounding order from the Regional Director, Southern Region, Ministry of Corporate Affairs, under Regulation 30 of SEBI Listing Regulations. The order addresses violations under the Companies Act, 2013, and imposes financial penalties on the company and former key personnel.

Compounding Order Details

The Regional Director issued the compounding order (CA/392/S.441/RD(SR)/2025-26) on February 11, 2026, following a suo moto compounding application filed by the company. The order addresses inadvertent violations of Section 96 of the Companies Act, 2013, specifically related to holding the Annual General Meeting.

Financial Penalties Imposed

The compounding order specifies the following penalty structure:

Compliance Timeline and Impact

The company must remit the compounding fee within 15 days from the order date. Jetmall Spices and Masala Limited has clarified that there is no material impact on the company's financial, operational, or other activities except to the extent of the compounding charges mentioned above.

Regulatory Background

The disclosure was made pursuant to Para B of Part A of Schedule III of SEBI Listing Regulations, read with SEBI's Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 11, 2023. The company filed the intimation on February 12, 2026, through its Manager and Whole-time Key Managerial Personnel, Unni Krishnan Nair.

The compounding mechanism under the Companies Act allows companies to settle certain violations by paying prescribed fees, avoiding prolonged legal proceedings while ensuring compliance with regulatory requirements.

Jetmall spices & masala Limited announced the successful allotment of warrants convertible into equity shares following a board meeting held on February 06, 2026. The Chennai-based spices and masala company completed a significant fundraising exercise through the preferential allotment route, strengthening its capital base with institutional investment.

Warrant Allotment Details

The board of directors approved the allotment of 98,58,000 warrants to Bridge India Fund, a non-promoter investor. The warrants carry an issue price of ₹36 per warrant, representing a total consideration of ₹35,48,88,000. Each warrant is convertible into one fully paid-up equity share having a face value of ₹10.

Payment Structure and Timeline

The warrant allotment follows a structured payment mechanism designed to ensure committed investment. The company received ₹26,61,66,000 as upfront consideration, representing 75% of the total warrant subscription price at ₹27 per warrant. The remaining ₹9 per warrant will be payable upon conversion of the warrants into equity shares.

Regulatory Approvals and Compliance

The warrant allotment was executed following comprehensive regulatory compliance and stakeholder approvals. BSE Limited granted in-principle approval through letter no. LOD/PREF/TT/FIP/1580/2025-26 dated January 23, 2026, authorizing the issuance of up to 98,58,000 warrants convertible into equity shares.

The company's shareholders provided their consent through an Extra-Ordinary General Meeting conducted via postal ballot on December 14, 2025. The allotment complies with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Conversion Terms and Conditions

The warrants provide flexibility for conversion into equity shares within a defined timeframe. Each warrant holder can exercise the conversion option by paying the balance consideration of ₹9 per warrant within a maximum period of 18 months from the allotment date. Upon conversion, warrant holders will receive fully paid-up equity shares of face value ₹10 each.

Board Meeting Proceedings

The board meeting commenced at 04:30 p.m. (IST) and concluded at 05:00 p.m. (IST) on February 06, 2026. The meeting was conducted in accordance with regulatory requirements under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Unni Krishnan Nair, Manager and Whole-time Key Managerial Personnel, signed the official communication to BSE Limited regarding the board meeting outcome.