Declaration of non-applicability of Regulation 23(9) for half year ended 30.09.2026
Defrail Technologies has told BSE that Regulation 23(9) of SEBI LODR does not apply to it, as it is listed on the BSE SME platform and meets both criteria under Regulation 15(2) as on 31st March 2026.
By ScoutQuest · · 3 min read
- Period Covered
- half year ended 30.09.2026
- Reference Date for Criteria
- 31st March 2026
- Basis Stated
- listed on the BSE SME platform and meets both criteria under Regulation 15(2)
What the company has said
Defrail Technologies Limited has written to BSE stating that compliance with Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to it for the half year ended 30.09.2026.
The company says the reason is its listing platform. It is listed on the BSE SME platform, and under Regulation 15(2) of these regulations, a listed entity whose specified securities are listed on the SME Exchange and which meets certain size tests is not required to comply with a set of regulations, including Regulation 23.
The tests stated in the letter, as on the last day of the previous financial year, are
- paid-up equity share capital not exceeding Rupees ten crore; or
- net worth exceeding Rupees twenty-five crore.
The company states that it is meeting both the criteria as on 31st March 2026. On that basis it says Regulation 23(9) compliances are not applicable to it, and has requested BSE to take the same on record. The letter is signed by Vivek Aggarwal, Managing Director, and is dated 14th October, 2026.
What Regulation 23(9) is about
Regulation 23 of the LODR Regulations deals with related party transactions. Sub-regulation (9) of that regulation is the periodic disclosure requirement under which a listed company ordinarily has to submit a half-yearly statement of related party transactions to the stock exchange, disclosing the transactions on a consolidated basis.
In simple terms: companies that fall under this requirement report to the exchange twice a year on transactions entered into with their related parties. The company is saying that this particular half-yearly update is not required from it.
Why SME-listed companies get this exemption
Regulation 15(2) provides that for entities listed on the SME platform that fall within the stated size limits, several governance-related regulations, including Regulation 23, do not apply. The size-based relaxation is built into the regulations themselves.
The letter also refers to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019, and notes that the exemption applies to Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27, clause (b) to (i) of sub-regulation (2) of Regulation 46, and Para C, D and E of Schedule V.
What this means for a reader
This is a declaration about which disclosures the company has to file, not a statement about its business, orders, earnings or any transaction. It tells the reader that the half-yearly related party transaction disclosure under Regulation 23(9) will not be coming from this company for the half year ended 30.09.2026.
It is worth noting what the letter is and is not: it is the company's own statement that the criteria under Regulation 15(2) are met as on 31st March 2026. It does not carry any financial results, and it does not describe any transaction.
At a glance
- What was shared: a declaration of non-applicability of Regulation 23(9)
- Period covered: half year ended 30.09.2026
- Basis stated: BSE SME listing and the size tests under Regulation 15(2)
- Size tests quoted: paid-up equity share capital not exceeding Rupees ten crore or net worth exceeding Rupees twenty-five crore
- Reference date for the tests: 31st March 2026
- Signed by: Vivek Aggarwal, Managing Director
More numbers
- Paid-up equity share capital test stated in the letterRupees ten crore
- Net worth test stated in the letterRupees twenty-five crore
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