Modern Shares FY26: SEBI exemptions, Q3 loss update

What the latest BSE filings say

Modern Shares and Stockbrokers Limited has made a series of stock exchange disclosures covering financial results, corporate governance-related exemptions, and its regulatory status under SEBI frameworks. The filings show two parallel threads. One is operational performance, including a sharp swing to a quarterly loss in Q3FY26 alongside lower revenue. The other is compliance positioning, where the company has repeatedly cited exemptions available to smaller listed entities under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Across the disclosures, the company has requested BSE Limited to take its exemption claims on record, stating that non-submission of certain reports and disclosures is aligned with the relevant regulations. It has also confirmed it does not qualify as a “Large Corporate” under the SEBI debt framework, primarily because it has not issued debt securities.

Board approvals for quarterly financial results

In an earlier board meeting outcome disclosure, the company said its Board of Directors met on Tuesday, July 29, 2025, and approved audited standalone financial results and unaudited consolidated financial results for the quarter ended June 30, 2025. The filing also referenced the accompanying auditor documentation. Deloitte Haskins & Sells LLP issued the auditor’s report for the audited standalone results and a limited review report for the unaudited consolidated results for the same quarter.

Separately, for Q3FY26, the company stated that its unaudited financial results for the quarter ended December 31, 2025 were reviewed by the Audit Committee and approved by the Board at a meeting held on January 30, 2026. The meeting began at 1:45 PM and concluded at 2:40 PM. The statutory auditors BDG & Co LLP carried out a limited review of the quarterly results in accordance with Regulation 33 of the SEBI Listing Regulations.

Q3FY26 performance: loss and lower revenue

For the quarter ended December 31, 2025 (Q3FY26), Modern Shares & Stockbrokers reported a net loss of INR 0.0478 crore. This was a material decline from the previous quarter’s profit of INR 0.1590 crore. The filing also referenced the corresponding quarter of the previous year, when the company had posted a loss of INR 0.0062 crore.

Total revenue for Q3FY26 was reported at INR 0.8257 crore. The company’s brokerage income for the quarter stood at INR 0.6175 crore. The data points indicate that revenue and profitability moved in the same direction during the quarter, with the company explicitly attributing the quarter’s performance to “challenging” results in its communication.

Exemption from Annual Secretarial Compliance Report for FY26

Modern Shares and Stockbrokers informed BSE that it will not submit the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, citing the exemption available under Regulation 15(2) of SEBI (LODR), 2015. The company said the exemption applies to listed entities whose paid-up equity share capital does not exceed INR 10 crore and net worth does not exceed INR 25 crore, measured as on the last day of the previous financial year.

The company’s filing also referenced the compliance report requirement under Regulation 24A of SEBI (LODR) (Amendment) Regulations, 2018, read with a BSE circular dated May 9, 2019. It stated that since it qualifies for Regulation 15(2), it is not required to submit the Annual Secretarial Compliance Report.

The exemption communication was stated to have been formally notified on April 1, 2026 by Whole Time Director Anil S Manghnani.

Related party transaction disclosure exemption under Regulation 23(9)

In another disclosure, the company told BSE it is exempt from SEBI’s related party transaction disclosure requirements under Regulation 23(9), again citing the Regulation 15(2) threshold-based carve-out. In this filing, the company disclosed its paid-up equity share capital as INR 2.93 crore and net worth as INR 12.03 crore, both below the thresholds of INR 10 crore and INR 25 crore.

Based on this, it stated that it is not required to submit the “Disclosure of Related Party Transactions for the year March 31, 2026” under Regulation 23(9) of the SEBI (LODR) Regulations, 2015.

Not a “Large Corporate” under SEBI’s debt framework

Modern Shares & Stockbrokers also submitted a compliance disclosure stating it does not qualify as a “Large Corporate” under SEBI Circular SEBI/HO/DDHS/CIR/P/2018/144. The company said it does not meet the Clause 2.2 criteria and has no debt securities. As a result, the Large Corporate framework and the associated enhanced disclosures and debt-related requirements are not applicable to its operations.

The company reiterated that the absence of outstanding debt securities is a key reason the SEBI Large Corporate fund-raising framework does not apply.

Other board outcomes: FY25 results and internal audit appointment

In a separate board meeting outcome disclosure, the company said its Board approved audited financial results for the quarter and financial year ended March 31, 2025 and took them on record. It added that the Board did not recommend a dividend for the financial year ended March 31, 2025.

The company also declared that BDG & Co LLP issued an audit report on the standalone audited financial results for the last quarter and financial year ended March 31, 2025 with an unmodified opinion. In the same outcome, it disclosed the re-appointment of Jayant & Associates, Chartered Accountants, as internal auditors for FY 2025-2026. The meeting began at 1:30 PM and concluded at 3:00 PM.

Key numbers and compliance thresholds

Why these filings matter for investors

For investors tracking smaller listed companies, the disclosures clarify which corporate governance and reporting requirements apply and which do not. Modern Shares has anchored its position to Regulation 15(2), which is specifically designed to exempt qualifying entities from certain corporate governance provisions and linked compliance filings.

At the same time, the Q3FY26 results provide a snapshot of operating conditions for the company during the quarter ended December 31, 2025, including a move from profit to loss and a revenue figure that the company disclosed alongside brokerage income. The combination of financial results and compliance updates helps investors interpret both performance and regulatory reporting cadence.

Conclusion

Modern Shares & Stockbrokers’ latest set of disclosures to BSE combines quarterly performance updates with multiple compliance-status confirmations. The company reported a Q3FY26 net loss alongside lower revenue, and separately stated it is exempt from submitting the Annual Secretarial Compliance Report and related party transaction disclosures for FY26 under Regulation 15(2). It has also confirmed it does not qualify as a Large Corporate under SEBI’s debt framework due to having no debt securities. Future updates are likely to continue through scheduled board meetings and periodic financial result submissions under the SEBI Listing Regulations.