RPP Infra Projects Ltd has received a compounding order from the Chief Commissioner of Income Tax (TDS) for delays in Tax Deducted at Source (TDS) remittance during two financial years. The company disclosed this development under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Compounding Order Details

The Chief Commissioner of Income Tax (TDS) has approved the compounding of offences under section 276B of the Income Tax Act, 1961. The company received the order on February 27, 2026, covering violations in two separate financial years.

Financial Impact

The compounding order requires RPP Infra Projects to pay penalties totaling Rs. 87.62 lakh across the two financial years. The breakdown of compounding fees demonstrates the varying severity of delays in different periods.

Reason for Delays

The company attributed the TDS remittance delays to reconciliation issues arising from technical problems with the TRACES portal. According to the disclosure, the remitted amounts were not reflected in the TRACES portal, creating reconciliation challenges. The company has since regularised these issues to prevent future occurrences.

Accounting Treatment

RPP Infra Projects will record the compounding fees as other expenses in its profit and loss account for FY 2025-26. This accounting treatment will impact the company's profitability for the current financial year, as the penalties represent non-operational expenses arising from regulatory compliance issues.

RPP Infra Projects Limited has reported an inter se transfer of equity shares between promoters under SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011. The company submitted the mandatory disclosure on 26/02/2026 regarding the transfer of shares to Ms. N A Tharunya, who acquired a significant stake through gift transactions from existing promoters.

Transaction Details

The share transfer involved the acquisition of 40,00,000 equity shares by Ms. N A Tharunya from two promoters of the company. The transaction was structured as a gift transfer between family members and completed on 24/02/2026.

Source of Share Transfer

The equity shares were transferred from two existing promoters as part of family succession planning:

• Mr. P. Arul Sundaram: Transferred 20,000 equity shares
• Ms. A. Nithya: Transferred 39,80,000 equity shares

Both transferors are promoters of RPP Infra Projects Limited, and Ms. N A Tharunya is described as an immediate relative of the promoters.

Shareholding Changes

The transaction resulted in significant changes to the shareholding pattern among the promoter group:

Regulatory Compliance

The transaction was conducted under the exemption provided in Regulation 10(1)(a)(i) of SEBI SAST Regulations, which allows inter se transfers between promoters without triggering an open offer requirement. The disclosures were made under Regulation 29(1) for the transferee and Regulation 29(2) for the transferors.

Company Capital Structure

The company's equity share capital remains unchanged at Rs. 49,58,59,180 comprising 4,95,85,918 equity shares of Rs. 10 each. The transfer maintains continuity of promoter shareholding within the promoter group without affecting the overall control structure of the company.