Secretarial Compliance Report issued by Mr. Saaurabh Jhaveri a practising Company Secretary dated 30th May 2025 is attached herewith.
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Zeal Aqua has submitted its Annual Secretarial Compliance Report for FY 2024-25 to BSE, as required under SEBI LODR Regulation 24A. The Practicing Company Secretary flagged 8 non-compliance instances during the year. Key issues include: the compliance officer role being held by the CFO (not a qualified Company Secretary) since the previous CS resigned on January 31, 2025; vacancies in three key posts (Managing Director and two Whole-Time Directors) since March 25, 2025, with the company initiating a postal ballot on May 26, 2025 to fill them; a BSE-imposed fine of Rs. 11,800 (inclusive of GST) for failing to give the mandatory two working days' prior notice for a board meeting held on February 4, 2025, which has been paid; an interest charge of Rs. 3,835 paid to BSE for delayed payment of annual listing fees; a delayed revised filing of the Integrated Governance Report for Q4 FY25 due to a clerical error in a director's name; gaps in website disclosures under Regulation 46; and inadequate maintenance of the Structured Digital Database required for insider trading compliance. The company has acknowledged all observations and stated it is taking corrective steps, including appointing a new qualified Company Secretary.
The report reveals a pattern of governance and compliance lapses — especially the absence of a qualified Company Secretary and unfilled MD/WTD positions — which could concern shareholders despite the relatively small penalties. Investors should watch for timely closure of these gaps, particularly the appointment of a qualified compliance officer and filling of director vacancies.