Current Report |
| Sr No | Compliance requirement (regulations/circulars/ guidelines including specific clauses) | Regulation Name/ SEBI Circular number | Regulation Number/ circular dated | Deviations | Action taken by | Name of Other Regulatory Body | Type of Action (Advisory/Clarification/Fine/Show Cause Notice/ Warning, etc.) | Details of other action taken | Details of violation | Fine Amount | Observations/remarks of the practising Company Secretary, if any | Management Response | Remarks |
| 1 | Disclosure under regulation 27(2)(a) of SEBI (LODR) Regulations, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation No. 27(2)(a) | The Company has filed on 28-04-2025 Corporate Governance Report without mentioning meetings of NRC and SRC for the quarter ended on 31-03-2025. | Stock Exchange | | Clarification | | NA | | The Company refiled the Report and the same was accepted by the Stock Exchange. | Inadvertently that column was left and mentioned in revised filing which was Refiled by the company on 01-05-2025 by mentioning meetings of NRC and SRC | Closed |
| 2 | Disclosure of Events under Regulation 30 read with Schedule III and Regulation 23(9) | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation 23(9) | 1)
Outcome of Financial Results for the period ended on 30-09-2025 was approved and filed on 06-11-2025 but without Cash Flow Statement
2)
RPT Disclosures (Integrated in XBRL) for the period ended on 30-09-2025 was filed on 7-11-2025 i.e. delay of 1 day | Stock Exchange | | Fine | | NA | 5000 | The Company filed Financials with cash Flow Statement.
And RPT with delay of 1 day and the same was fined by the Stock Exchanges. | This is basically related to delayed xbrl for a day which includes RPT under Regulation 23(9) which needs to be filled same day on the date of Board Meeting.
Hence Both the exchanges imposed fine for one day delay under Regulation 23(9). Revised Financials with Cash Flow and RPT in XBRL was filed on 7-11-2025 with delay of 1 day. | Penalty paid by the company on 17-12-2025 so matter closed. |
| 3 | Disclosure of Events under Regulation 23(9) of SEBI (LODR) Regualtions, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation No. 23 (9) | Revised filed on 20-02-2026 with denomination changed to Lakhs after the query received from Stock Exchanges on 20-02-2026 | Stock Exchange | | Clarification | | NA | | Revised RPT filed with correct denomination | Inadvertently RPT was filed in denomination of full figures which was revised in denomination of Lakhs | Closed |
| 4 | Disclosure of Events under Regulation 30 read with Schedule III | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation 30 | Outcome for the Financial Results for the period ended on 31.12.2025 was filed but EPS was mentioned wrong 2 times | Stock Exchange | | Other | EPS was wrongly mentioned in the Financial Results, hence company has filed the revised outcome with correct EPS. | NA | | The company filed revised Outcome for the financial results and the same was accepted by the Stock Exchanges | EPS was wrongly mentioned in the Financial Results, hence company has filed the revised outcome with correct EPS on same date. | NA |
| 5 | Regulation 30 read with Schedule III | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation 30 | For EGM to be held on 16-10-2025 notice was issued on 23-09-2025 and newspaper advertisement was given on 25-09-2025 and corrigendum to the notice was issued on 6-10-2025 for addition of some points in explanatory statement and newspaper publication for the same was done on 07-10-2025. | Stock Exchange | | Clarification | | NA | | Corrigendum was done by the company | Corrigendum was done by the company | closed |
| 6 | Disclosure under Regulation 30 read with Schedule III | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation No.30 | For Outcome filed on 15.05.2025 for financial results ended on 31.03.2025. The Query was raised by NSE on 23.06.2025 which are as below :
1. Financial results submitted is not as per format prescribed by SEBI - Same financials provided for Standalone &Consolidated financial results
2. Machine Readable Form / Legible copy of Financial Results not submitted | Stock Exchange | | Clarification | | NA | | Since the Reply was filed the Query was closed. | The Company filed revised Financial results in prescribed format with OCR on 23-06-2025. All the points are self-explanatory in nature and does not require any response from management | Closed |
| 7 | Disclosure under Regulation 31(b) of SEBI (LODR) Regulations, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation 31(b) | Query raised by NSE on 09-07-2025 with regards to Shareholding Pattern which are as below:
1. Name of Mr. Pradeep Maheshwari, under promoter category, has been mentioned twice against two different PANs.
2. There is a change in the Shareholder Type of the below-mentioned Promoter/ Promoter group, as compared to the SHP filed by the company for the previous quarter | Stock Exchange | | Clarification | | NA | | Since the Reply was filed the Query was closed | The Company filed revised shareholding pattern on 09-07-2025.. The company clarified that the change is due to an inadvertent selection of ‘Promoter’ instead of
‘Promoter Group and requested to kindly enable resubmission to correct the same and ensure proper compliance after which revised filed | Closed |
| 8 | Disclosure under Regulation No 33(3)(d) of SEBI (LODR) Regulations, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation No 33(3)(d) | Query raised on 08-08-2025 by BSE under regulation 33(3)(d) of SEBI (LODR) Regulations, 2015 for non submission of Declaration for unmodified opinion of auditors on revised standalone and consolidated results in pdf. for the year ended March 31, 2025. | Stock Exchange | | Clarification | | NA | | Since the declaration was filed the Query was closed. | Declaration was filed on 12-08-2025 | Closed |
| 9 | Disclosure under Regulation 31(b) of SEBI (LODR) Regulations, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation 31(b) | The exchanges observed that the shareholding pattern filed for 30-06-2025 and 30-09-2025 are different from shareholding pattern filed for 31-03-2025 and asked the reason for the same. Query been raised by BSE on 19-09-2025 and 3-10-2025 regarding change in shareholding pattern of June 25, September 25 and the same query was raised by NSE on 06-03-2026 under regulation 31 | Stock Exchange | | Clarification | | NA | | Since the Reply was filed the Query was closed. | The company replied that the change in number of Promoters in the Shareholding Pattern for the quarter ended 30th June 2025 and 30th September 2025, is due to merger of IFF Overseas Private Limited (which was in promoter category) with Brand Concepts Limited pursuant to the scheme of merger as approved by the Hon’ble NCLT, Indore Bench vide order dated 09th May,2025. Accordingly, the name of IFF Overseas Private Limited does not appear in the Shareholding Pattern for the quarter ended 30th June, 2025 and 30th September, 2025. The same was also mentioned at the time of filing the SHP dated 30.09.2025. A certified true copy of the NCLT order approving the Scheme of merger was attached for reference. Reply was filed by the Company to BSE on 23-9-2025, 6-10-2025 and NSE on 9-3-2026. | Closed |
| 10 | Disclosure under Regulation 33 of SEBI (LODR) Regulations, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation No 33(3)(d) | Query raised by BSE regarding financial results for the quarter ended 30-09-2025 under Regualtion 33(3)(d) recieved on 09-01-2026 which are as below: 1. Standalone Results - The amount in the standalone and consolidated financial results are the same. Company is required to specify the reason and provide a detailed explanation. for Quarter Ended - September 2025..You are hereby requested to rectify the aforesaid discrepancies immediately and upload rectified PDF/XBRL. | Stock Exchange | | Clarification | | NA | | Since the reply was filed the Query was closed. | The company replied that the Company holds investments in associates which are accounted for using the equity method as prescribed under Ind AS 28 – Investments in Associates and Joint Ventures. During the reporting period, the aggregate share of losses from these associates has exceeded the carrying amount of the Company’s investments and In accordance with Paragraph 38 of Ind AS 28, the Company has discontinued recognizing further losses, resulting in the standalone and consolidated financial results being identical for the current reporting period. The same had also been included in Notes Point No. 6 in the consolidated financial results filed for the quarter ended 30th September 2025. The Company already replied on 12-01-2026 | Closed |
| 11 | Disclosure under Regualtion 27(2) of SEBI (LODR) Regulations, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation 27(2) | Query raised by BSE & NSE regarding no meetings of NRC and SRC for the financial year 2025-26 under regulation 27(2). The BSE asked that according to Reg 19(3A), the meeting of nomination and remuneration committee has not been held for the Financial Year and According to Reg 20(3A), the meeting of stakeholders relationship committee has not been held for the Financial Year. | Stock Exchange | | Clarification | | NA | | Since the reply was filed the query was closed. | The company replied that the meetings are planned to be scheduled in the last quarter of FY 2025-26 . Reply was submitted on 03-02-2026 | Closed |
| 12 | Disclosure under Regualtion 23(9) of SEBI (LODR) Regulations, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Reg 23(9) of SEBI (LODR) Regulations, 2015, | The Company had submitted its Related party transactions (RPT) disclosure for the half year ended March 31, 2025. Kindly clarify whether prior approval of shareholders has been taken under Reg 23(4) of SEBI (LODR) Regulations, 2015, for the material related party transactions entered during the period April 01, 2024, to March 31, 2025. And again on 29-7-25 about transactions entered into with IFF Overseas pvt. Ltd. for material related party transactions. | Stock Exchange | | Clarification | | NA | | Since the reply was filed the query was closed. | There was no material related Party Transactions, not even with IFF Overseas Private Limited as no transactions crossed limit of 10% of the annual consolidated turnover.The company replied on 02-06-2025 and again replied on 29-07-2025 that there was no material related Party Transactions, not even with IFF Overseas Private Limited. | Closed |
| 13 | Regulation No 33(3)(d) of SEBI (LODR) Regualtion, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation No 33(3)(d) | Regarding financial results filing for the financial year ended on 31-3-2024 | Stock Exchange | | Clarification | | NA | | reply was already filed timely. | The company has already filed on 28-04-2024 but seems disseminated in the current year. | Closed |
Previous Report |
| Sr No | Compliance requirement (regulations/circulars/ guidelines including specific clauses) | Regulation Name/ SEBI Circular number* | Regulation Number/ circular dated | Deviations | Actions taken by | Name of Other Regulatory Body | Type of Action (Advisory/Clarification/Fine/Show Cause Notice/ Warning, etc.) | Details of other action taken | Details of violation | Fine Amount | Observations of the practicing Company secretary in the previous reports | Observations made in the secretarial compliance report for the year ended.(the years are to be mentioned) | Comments of the practicing company secretary on the actions taken by the listed entity. | Remedial actions, if any, taken by the listed entity | Management Response | Remarks |
| 1 | Disclosure under Regulation 46 of SEBI (LODR) Regulations, 2015 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Regulation 46 | Uploading under process | PCS | | Other | NA | NA | | Website disclosure under Regulation 46 | It was noticed that certain Disclosures made under Regulation 30 were not uploaded on the Company's website. | Updation is still in process and Archival tab is to be created and few documents including old policies are to be archived as per the archival policy of the company. | As per the Management response, the Company had made all such disclosures on the website of the Company timely. However, during a regular maintenance of the website due to a technical glitch some of the disclosures were corrupted and the Company is in the process of reuploading the same. | NA | |
| 2 | The Registered Office of the Company has not been updated on the BSE Exchange Website | Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 | Regulation 46 of SEBI (LODR) Regulation, 2015 | Registered Office updated but BSE site not showing in corporate information column while at other places it is showing correct address and other details. | PCS | | Other | NA | NA | | The Registered Office of the Company has not been updated on the BSE Exchange Website | It seems some technical issue on BSE website while in NSE it is updated and in BSE at listing centre login it is updated. | The Company has asked BSE to solve the issue | The Company has asked BSE to solve the issue | NA | |
Affirmation |
| Sr No | Regulation | Compliance status (Yes/No/NA) | Observations /Remarks by PCS* |
| 1 | Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI) | Yes | None |
| 2 | Adoption and timely updation of the Policies |
| (a) | All applicable policies under SEBI Regulations are adopted
with the approval of board of directors of the listed entities | Yes | Few policies were adopted/revised during the period under review. |
| (b) | All the policies are in conformity with SEBI Regulations and
has been reviewed & timely updated as per the
regulations/circulars/guidelines issued by SEBI | Yes | Few policies were adopted/revised during the period under review. |
| 3 | Maintenance and disclosures on Website |
| (a) | The Listed entity is maintaining a functional website | Yes | During a regular maintenance of the website there was a technical glitch so few documents not visible and the Company is in the process of correcting it again and creating Archival tab for required documents. |
| (b) | Timely dissemination of the documents/ information under
a separate section on the website | Yes | During a regular maintenance of the website there was a technical glitch so few documents not visible and the Company is in the process of correcting it again and creating Archival tab for required documents. |
| (c) | Web-links provided in annual corporate governance reports
under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/ section of the website | Yes | During a regular maintenance of the website there was a technical glitch so few documents not visible and the Company is in the process of correcting it again and creating Archival tab for required documents. |
| 4 | Disqualification of Director:
None of the Director of the Company are disqualified under
Section 164 of Companies Act, 2013 | NA | None of the directors are disqualified. |
| 5 | Details related to Subsidiaries of listed entities:
(a) Identification of material subsidiary companies
(b) Requirements with respect to disclosure of material as well as other subsidiaries | NA | No subsidiary as on date |
| 6 | Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations | Yes | Archival Tab on the website is yet to be created which is in process |
| 7 | Performance Evaluation:
The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees at the start
of every financial year as prescribed in SEBI Regulations | Yes | None |
| 8 | Related Party Transactions |
| (a) | The listed entity has obtained prior approval of Audit
Committee for all Related party transactions | Yes | None |
| (b) | In case no prior approval obtained, the listed entity shall
provide detailed reasons along with confirmation whether
the transactions were subsequently
approved/ratified/rejected by the Audit committee | NA | None |
| 9 | Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations within the time limits prescribed thereunder | Yes | Information is being provided and also uploaded again at the query of stock exchanges. |
| 10 | Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6)
SEBI (Prohibition of Insider Trading) Regulations, 2015 | Yes | None
(Structured Digital Database (SDD) is being maintained by the Company internally) |
| 11 | Actions taken by SEBI or Stock Exchange(s), if any:
No Actions taken against the listed entity/ its promoters/directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder (or)
The actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges are specified in the last column | No | None |
| 12 | Resignation of statutory auditors from the listed entity or its material subsidiaries:
In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(is) has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities | NA | None |
| 13 | No. additional non-compliances observed:
No. additional non-compliance observed for any of the SEBI regulation/circular/guidance note etc. except as reported above |
| 1 | Regarding Allotment of shares on exercise of ESOPs | Yes | 1) The company has issued 60000 equity shares on exercise of ESOPs during the year. |
| 2 | Regarding Scheme of Amalgamation | Yes | 2) The Scheme of Amalgamation was allowed by the Hon’ble NCLT, Indore Bench and shares were issued according to the Merger Scheme to promoters approximately 10.76%. |
| 3 | Regarding allotment of Warrants | Yes | 610000 warrants were issued on preferential allotment basis to the promoter group during the year after receipt of 25% amount. Further ad hoc amount of Rs. 2.5 Crore was received for warrants on 27-02-2026 as detailed in the financial statements for FY 2025-26 for which allotment is to be done after receiving full amount. |