Zenith Exports Limited has successfully addressed its board composition non-compliance issues by appointing two independent directors and is now seeking penalty waivers from both NSE and BSE. The company had earlier received penalty notices totaling Rs 7.91 lakh for violations during the quarter ended December 31, 2025.

Board Appointments and Compliance Achievement

The company has appointed Mrs. Priyanka Poddar (DIN: 10481007) and Mr. Subhajeet Kar (DIN: 07148810) as Non-Executive Independent Directors on March 6, 2026. This appointment follows a diligent selection process undertaken by the company to fill the board vacancies that led to the regulatory non-compliance.

Board's Response to Penalty Notices

The matter was placed before the Board of Directors in their meeting held on March 2, 2026, where directors discussed and took note of the non-compliance issue. The Board acknowledged that the delay in compliance was inadvertent and unintentional, emphasizing that the company made all possible efforts to fill the vacancy.

The Board noted that considering the level of competency, skills, experience and seniority required for the positions, it took reasonable time to identify and finalize potential candidates. Directors emphasized that going forward, prescribed timelines and compliances should be strictly adhered to.

Penalty Structure and Waiver Request

Both exchanges had imposed identical fines on the company for the 67-day non-compliance period during Q3 FY26:

The company is now in the process of submitting waiver request letters to both stock exchanges, seeking relief from the imposed fines. The penalties were calculated at Rs 5,000 per day for the non-compliance period related to violation of Regulation 17(1) of the SEBI LODR Regulations.

Regulatory Context and Future Compliance

The non-compliance arose from the company's failure to maintain requisite board composition as mandated under Regulation 17(1) of SEBI LODR Regulations, 2015. The company emphasized that the reduction in number of directors was entirely beyond the control of the company, its Board, and its Management, particularly noting that a previous attempt to appoint an independent director was defeated by dissenting shareholders.

With the new appointments, the Board has confirmed that the matter has now been complied with and has advised taking abundant caution in future to ensure timely compliance with listing regulations. The company maintains that there is no material impact on its financials, operations, or other activities due to the resolved non-compliance issue.

Zenith Exports Limited has formally announced the appointment of two new Non-Executive Independent Directors through an official filing under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The appointments were approved by the Board of Directors on March 6, 2026, based on recommendations from the Nomination and Remuneration Committee.

New Director Appointments

The board approved the appointment of Mrs. Priyanka Poddar and Mr. Subhajeet Kar as Additional Directors in the category of Non-Executive, Independent Directors. Both appointments are effective from March 6, 2026, for five-year terms, subject to shareholder approval to be obtained within three months.

Director Profiles and Expertise

Mrs. Priyanka Poddar brings professional expertise as a highly qualified company secretary and board director with three years of experience in leading organizations. Her attention to detail has helped companies maximize investments, reduce spending, and increase efficiency, along with strong knowledge of governing bylaws and company procedures.

Mr. Subhajeet Kar contributes extensive experience as a Senior Finance & Commercial Leader with over 26 years across multinational, public-sector, and technology-driven organizations in India, APAC, MEA, and OECD markets. He has led businesses worth over ₹1,500 crores, served as Managing Director of an international subsidiary, and directed USD 50 million+ multi-country projects. His expertise spans profitability improvement, pricing strategy, order-to-cash governance, contract negotiation, and ERP-led transformation.

Regulatory Compliance and Independence

Both newly appointed directors have confirmed they meet independence criteria under the Companies Act, 2013, and SEBI Listing Regulations. The company has verified that neither director is related to the Promoter or Promoter Group and both fulfill the required independence criteria.

The appointments strengthen the board's governance structure and bring diverse expertise in corporate governance, finance, and commercial operations to support the company's strategic objectives.