Setco Automotive Limited has announced that its subsidiary company has received regulatory approval for modifying terms of its debt securities. The development was communicated to stock exchanges on January 07, 2026, in compliance with disclosure requirements.

BSE Grants In-Principle Approval

BSE Limited has granted in-principle approval to Setco Auto Systems Private Limited, a subsidiary of Setco Automotive Limited, for modification in terms of its non-convertible debentures. The approval was communicated through BSE's letter dated January 07, 2026.

The debentures in question are senior, listed, rated, secured, non-cumulative, taxable, transferable, redeemable, non-convertible debentures issued by the subsidiary company.

Maturity Date Extension Details

The primary modification approved by BSE relates to extending the maturity date of the non-convertible debentures. The exchange has approved a two-month extension to provide additional time for redemption.

Regulatory Compliance Requirements

The BSE approval comes with specific compliance conditions that the subsidiary must fulfill. These conditions ensure adherence to regulatory frameworks governing debt securities and corporate governance.

Key compliance requirements include:

• Adherence to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Compliance with provisions of the Companies Act, 2013
• Fulfillment of other applicable legal requirements

Corporate Disclosure

Setco Automotive Limited submitted this intimation under Regulation 30 of SEBI (LODR) Regulations, 2015, which mandates disclosure of material events and information. The company filed the disclosure through its Company Secretary and Compliance Officer, Hiren Vala, who digitally signed the communication on January 07, 2026.

The modification allows the subsidiary additional time to manage the redemption of its debt securities while maintaining compliance with exchange listing requirements and regulatory obligations.

Setco Automotive has received warning letters from both BSE Limited and National Stock Exchange of India Limited for failing to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The regulatory action stems from the company's non-compliance with Regulation 19(3A), which mandates that the Nomination and Remuneration Committee must meet at least once during each financial year.

Warning Letters from Stock Exchanges

The company received formal warning communications from both major stock exchanges within a day of each other. BSE Limited issued its warning letter on January 06, 2026, while the National Stock Exchange of India Limited followed with its warning letter on January 07, 2026.

Both exchanges identified the violation through their review of the company's Corporate Governance Report submitted for the year ended March 2025. The exchanges noted that no meeting of the Nomination and Remuneration Committee was held during Financial Year 2024-25, constituting a clear breach of regulatory requirements.

Regulatory Requirements and Violation

Regulation 19(3A) of SEBI (LODR) Regulations, 2015, explicitly states that "The Nomination & Remuneration Committee shall meet at least once in a Financial Year." This requirement is fundamental to maintaining proper corporate governance standards and ensuring adequate oversight of nomination and remuneration matters.

The stock exchanges emphasized the seriousness of this non-compliance in their warning letters. BSE stated that "the aforesaid non-compliance on your part has been viewed seriously," while NSE noted that "the aforesaid non-compliance on your part is viewed seriously."

Company Response and Corrective Measures

Setco Automotive has acknowledged the regulatory observations and committed to implementing immediate corrective measures. The company stated that it has "initiated immediate corrective measures to ensure that the Nomination and Remuneration Committee meets at least once every financial year, in strict compliance with SEBI LODR Regulations."

The company has also strengthened its internal compliance framework to prevent future lapses:

• Enhanced internal systems for compliance monitoring
• Strengthened mechanisms to ensure regulatory adherence
• Reaffirmed commitment to maintaining highest corporate governance standards

Disclosure and Board Action

As required by both stock exchanges, Setco Automotive has disclosed the warning letters to the market pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015. The company is also required to place these warning letters before its Board of Directors along with details of corrective measures taken to avoid such lapses in the future.

Both exchanges have cautioned that any future deviations will be viewed with utmost seriousness and may attract appropriate regulatory action as deemed necessary. This warning serves as a reminder of the importance of strict adherence to all applicable exchange circulars, guidance notes, and regulatory communications.