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BITS Ltd — Regulatory Filings 2026
May 12, 2026
64038_rns_2026-05-12_25b23f0d-f217-401a-bfa7-30d8661535c4.pdf
Regulatory Filings
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BITS
BITS Limited
CIN No.: L72200MH1992PLC469575
Regd. Off.: 23, Great Western Building, 1st Floor, 130/132, Shahid Bhagat Singh Road,
Fort, Mumbai - 400 001. • Tel.: 022-4002 3237 • E-mail: [email protected] • Website: bits.net.in
To,
The Manager (Listing),
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400001
Date: - 12th May, 2026
Subject: - Submission of Annual Secretarial Compliance Report
Scrip Code: -526709
Dear Sir/Ma'am,
In terms of Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we are enclosing the Annual Secretarial Compliance Report dated 20.04.2026 issued by Ms. Pritika Nagi, Proprietor of M/s. Pritika Nagi & Associates, Practicing Company Secretary for the Financial Year Ended on 31.03.2026.
Kindly take the same in your records.
Thanking You,
Your's Faithfully,
For Bits Limited
Omprakash
Ramashankar Pathak
Pathak
Digitally signed by
Omprakash
Ramashankar Pathak
Date: 2026.05.12
14:49:21 +05'30'
Omprakash Ramashankar Pathak
Managing Director
DIN - 01428320
CS
Pritika Nagi & Associates
COMPANY SECRETARIES
Annual Secretarial Compliance Report of M/s. Bits Limited for the Financial Year Ended 31st March 2026.
We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Bits Limited (hereinafter referred as 'the listed entity'), having its Registered Office No. 23, 1st Floor, 130/132, Great Western Building, Shahid Bhagat Singh Road, Fort, Mumbai- 400023. Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on March 31, 2026, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I, Pritika Nagi, Proprietor of Pritika Nagi & Associates, Practicing Company Secretary, have examined:
(a) All the documents and records made available to us and explanation provided by M/s. Bits Limited ("the listed entity"),
(b) The filings/ submissions made by the listed entity to the stock exchanges,
(c) Website of the listed entity,
(d) Any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31st March, 2026 in respect of compliance with the provisions of :
(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");
3041, Street No-12A, Ranjit Nagar, South Patel Nagar, New Delhi-110008
Ph# 9873186498, 9891271137. E-Mail- [email protected]
PS
Pritika Nagi & Associates
COMPANY SECRETARIES
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) (Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not Applicable during the year
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable during the year
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not Applicable during the year
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during the year
(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; Not Applicable during the year
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(i) (other regulations as applicable) and circulars/ guidelines issued thereunder;
I/We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:
| Sr. No. | Particulars | Compliance Status (Yes/No/NA) | Observation/ 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), as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable. | Yes | Not Applicable | |
| 2 | Adoption and timely updation of the Policies: | Yes | Not Applicable |
3041, Street No-12A, Ranjit Nagar, South Patel Nagar, New Delhi-110008
Ph# 9873186498, 9891271137, E-Mail- [email protected]
PS
Pritika Nagi & Associates
COMPANY SECRETARIES
| | • All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities
• All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations/circulars/guidelines issued by SEBI | | |
| --- | --- | --- | --- |
| 3 | Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website
• Timely dissemination of the documents/ information under a separate section on the website
• 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 | Not Applicable |
| 4 | Disqualification of Director:
None of the Director(s) of the Company is/ are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity. | Yes | Not Applicable |
| 5 | Details related to Subsidiaries of listed entities have been examined w.r.t.:
(a) Identification of material subsidiary companies
(b) Disclosure requirement of material as well as other subsidiaries | Yes | Not Applicable |
| 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, 2015. | Yes | Not Applicable |
| 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/during the financial year as prescribed in SEBI Regulations. | Yes | Not Applicable |
3041, Street No-12A, Ranjit Nagar, South Patel Nagar, New Delhi-110008
Ph# 9873186498, 9891271137. E-Mail- [email protected]
PS
Pritika Nagi & Associates
COMPANY SECRETARIES
| 8 | Related Party Transactions:
(a) The listed entity has obtained prior approval of Audit Committee for all related party transactions; or
(b) The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the Audit Committee, in case no prior approval has been obtained. | Yes | Not Applicable |
| --- | --- | --- | --- |
| 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, 2015 within the time limits prescribed thereunder. | Yes | Not Applicable |
| 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 | Not Applicable |
| 11 | Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been 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 except as provided under separate paragraph herein (**) | Yes | Not Applicable |
| 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 | Yes | Not Applicable |
3041, Street No-12A, Ranjit Nagar, South Patel Nagar, New Delhi-110008
Ph# 9873186498, 9891271137. E-Mail- [email protected]
PS
Pritika Nagi & Associates
COMPANY SECRETARIES
| 13 | Additional Non-compliances, if any:
No additional non-compliance observed for any SEBI regulation/circular/guidance note etc. | Yes | Not Applicable |
| --- | --- | --- | --- |
Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019 -
Not Applicable as there has been no resignation of Statutory Auditors in the FY 2025-26.
(A)(**) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of matters specified below:
| No. | Compliance Requirement (Regulations/circulars/guidelines including specific clause) | Regulation/Circular No. | Deviations | Action Taken by | Type of Action (Advisory/Clarification/Fine/Show Cause Notice/Warning Etc.) | Details of Violation | Fine Amount | Observation/Remarks Practicing Company Secretary | Management Response | Remarks |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 | SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 | Reg 29 (2)/29 (3) | Late Submission of Prior Intimation of Board Meeting for Approval Of Quarterly Financial Results | Payment of Fine | Fine | prior intimation of a Board Meeting must be given at least 2 working days in advance | 10,000/- | Company has paid the requisite fine | Paid the Fine | NA |
3041, Street No-12A, Ranjit Nagar, South Patel Nagar, New Delhi-110008
Ph# 9873186498, 9891271137. E-Mail- [email protected]
PS
Pritika Nagi & Associates
COMPANY SECRETARIES
(B)The listed entity has taken the following actions to comply with the observations made in previous reports:
| S. No. | Compliance Requirement (Regulations / circulars / guidelines including specific clause) | Regulation/Circular No. | Deviations | Action Taken by | Type of Action
(Advisory/Clarification/Fine/Show Cause Notice/Warning, Etc.) | Details of Violation | Line Amount | Observation/Remarks of Practicing Company | Remarks |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Not Applicable | | | | | | | | | |
Place: - New Delhi
Date: - 20th April, 2026
For Pritika Nagi & Associates
Pritika Nagi
Company Secretary in Practice
M. No. 29544
COP No. 11279
Peer Review No. 3529/2023
UDIN- A029544H000155956
3041, Street No-12A, Ranjit Nagar, South Patel Nagar, New Delhi-110008
Ph# 9873186498, 9891271137, E-Mail- [email protected]