General information about company |
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|---|---|
| Scrip Code | 500165 |
| NSE Symbol | KANSAINER |
| MSEI Symbol | NOTLISTED |
| ISIN | INE531A01024 |
| Name of the entity | Kansai Nerolac Paints Limited |
| Date of start of financial year | 01-Apr-2025 |
| Date of end of financial year | 31-Mar-2026 |
| Reporting Quarter | Yearly |
| Date of Quarter Ending | 31-Mar-2026 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No |
| Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity | No Aquisition |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | Yes |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 500 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | k00054 |
| Reason For No SCORE ID | |
| Type of Submission | Original |
| Remarks (website dissemination) | |
Annexure I |
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| Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||||||||
| I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | 1.In terms of the circular bearing the tenure is provided only for the Independent Directors. Further, in line with the guidelines provided vide the FAQs issued by National Stock Exchange of India Limited (NSE), the tenure counted is from the date of initial appointment after enactment of Companies Act, 2013 till the end of the quarter i.e.31st March, 2026. 2. Directorships only in the Listed Public Companies whose Equity Shares are listed have been taken into consideration while computing the No. of Directorship in listed entities including this listed entity and No. of Independent Directorship in listed entities including this listed entity. 3. In terms of the provisions of Regulation 26(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, committee memberships/ chairmanships in committees of the Board(s) of all Public Companies, whether listed or not, have been taken into consideration while computing No. of memberships in Audit/ Stakeholder Committee(s) including this listed entity and No. of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity. Also, the no. of memberships in committees includes number of chairmanships. No. of chairpersonships is also provided separately. 4. Mr. Bhaskar Bhat, Independent Director was appointed as the Chairman of the Company with effect from 30th January, 2025. 5. Ms. Sonia Singh was re-appointed as an Independent Director of the Company with effect from 29th July, 2022, for a term of 5 years by the Shareholders at the 102nd Annual General Meeting of the Company held on 23rd June, 2022. 6. Since Mr. T. Tomioka is a foreign citizen, he does not hold a PAN. 7. Mr. T. Tomioka was reappointed as Non-Executive Director of the Company with effect from 30th June, 2025 at the 105th Annual General Meeting of the Company held on 30th June, 2025. 8. Mr. Pravin Digambar Chaudhari, vide an Ordinary Resolution passed by the Shareholders at the 103rd Annual General Meeting of the Company held on 26th June, 2023, was appointed as a Non-Executive Director with effect from 26th June, 2023, liable to retire by rotation. Mr. Chaudhari was appointed as Managing Director, for a term of 3 years with effect from 1st April, 2025. His appointment was approved by the Shareholders of the Company via postal ballot. The results of the postal ballot were declared on 18th April, 2025. 9. Mr. Hirokazu Kotera was appointed as an Executive Director of the Company with effect from 1st August, 2024, for a term of 3 years, liable to retire by rotation. His appointment was approved by the Shareholders of the Company via postal ballot on 26th September, 2024. Mr. Kotera resigned as Executive Director of the Company with effect from the close of business on 31st March, 2026. 10. Mr. Uday Bhansali was appointed as an Independent Director of the Company with effect from 6th November, 2024, for a term of 5 years. His appointment was approved by the Shareholders of the Company via postal ballot on 8th January, 2025. 11. Mr. Gen Yokota was appointed as a Non-Executive Director of the Company with effect from 6th May, 2025, liable to retire by rotation. His appointment was approved by the Shareholders at the 105th Annual General Meeting of the Company held on 30th June, 2025. | |||||||||||||||||||||||||
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| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | Disqualification of Directors under section 164 of the Companies Act, 2013 | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr. | Bhaskar Bhat | 00148778 | Non-Executive - Independent Director | Chairperson | 29-Aug-1954 | No | Active | NA | 10-Aug-2022 | 10-Aug-2022 | 43.22 | 3 | 3 | 4 | 1 | ||||||||||
| 2 | Ms. | Sonia Singh | 07108778 | Non-Executive - Independent Director | Not Applicable | 05-Sep-1964 | No | Active | NA | 29-Jul-2019 | 29-Jul-2022 | 80.03 | 5 | 5 | 5 | 2 | ||||||||||
| 3 | Mr. | T. Tomioka | 08736654 | Non-Executive - Non Independent Director | Not Applicable | 22-May-1972 | No | Active | NA | 07-May-2020 | 30-Jun-2025 | 1 | 0 | 0 | 0 | Textual Information(1) | ||||||||||
| 4 | Mr. | Pravin Chaudhari | 02171823 | Executive Director | Not Applicable | CEO-MD | 17-May-1968 | No | Active | NA | 26-Jun-2023 | 01-Apr-2025 | 1 | 0 | 1 | 0 | ||||||||||
| 5 | Mr. | Hirokazu Kotera | 10707431 | Executive Director | Not Applicable | 12-Dec-1981 | No | Active | NA | 01-Aug-2024 | 01-Aug-2024 | 31-Mar-2026 | 1 | 0 | 0 | 0 | Others | |||||||||
| 6 | Mr. | Uday Bhansali | 00363902 | Non-Executive - Independent Director | Not Applicable | 03-Sep-1961 | No | Active | NA | 06-Nov-2024 | 06-Nov-2024 | 16.26 | 2 | 2 | 1 | 1 | ||||||||||
| 7 | Mr. | Gen Yokota | 11084786 | Non-Executive - Non Independent Director | Not Applicable | 22-Mar-1974 | No | Active | NA | 06-May-2025 | 06-May-2025 | 1 | 0 | 0 | 0 | |||||||||||
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| Textual Information(1) | Since Mr. T. Tomioka is a foreign citizen, he does not hold a PAN. |
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Annexure 1 |
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II. Composition of Committees |
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| Disclosure of notes on composition of committees explanatory | Mr. Uday Bhansali was appointed as the Chairman of the Audit Committee with effect from 30th January, 2025.. |
Audit Committee Details |
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|---|---|
| Whether the Audit Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00363902 | Uday Bhansali | Non-Executive - Independent Director | Chairperson | 30-Jan-2025 | Textual Information(1) | |
| 2 | 07108778 | Sonia Singh | Non-Executive - Independent Director | Member | 29-Jul-2019 | ||
| 3 | 00148778 | Bhaskar Bhat | Non-Executive - Independent Director | Member | 10-Aug-2022 |
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| Textual Information(1) | Mr. Uday Bhansali was appointed as the Chairman of the Audit Committee with effect from 30th January, 2025. |
Nomination and remuneration committee |
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| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00363902 | Uday Bhansali | Non-Executive - Independent Director | Chairperson | 30-Jan-2025 | Textual Information(1) | |
| 2 | 00148778 | Bhaskar Bhat | Non-Executive - Independent Director | Member | 10-Aug-2022 | Textual Information(2) | |
| 3 | 07108778 | Sonia Singh | Non-Executive - Independent Director | Member | 29-Jul-2019 | ||
| 4 | 08736654 | T. Tomioka | Non-Executive - Non Independent Director | Member | 22-Apr-2025 | Textual Information(3) |
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| Textual Information(1) | Mr. Uday Bhansali was appointed as the Chairman of the Nomination and Remuneration Committee with effect from 30th January, 2025. |
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| Textual Information(2) | Mr. Bhaskar Bhat was the Chairman of Nomination and Remuneration Committee upto and including 29th January, 2025. From 30th January, 2025, Mr. Bhat has been appointed as the Chairman of the Company and has ceased to be the Chairman of the Nomination and Remuneration Committee, but continues to be a member of the Committee. |
| Textual Information(3) | Mr. T. Tomioka was appointed as a member of the Nomination and Remuneration Committee with effect from 22nd April, 2025. |
Stakeholders Relationship Committee |
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| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 07108778 | Sonia Singh | Non-Executive - Independent Director | Chairperson | 29-Jul-2019 | ||
| 2 | 00148778 | Bhaskar Bhat | Non-Executive - Independent Director | Member | 30-Jan-2025 | Textual Information(1) | |
| 3 | 02171823 | Pravin Chaudhari | Executive Director | Member | 01-Apr-2025 | Textual Information(2) |
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| Textual Information(1) | Mr. Bhaskar Bhat was appointed as a member of the Stakeholders Relationship Committee with effect from 30th January, 2025. |
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| Textual Information(2) | Mr. Pravin Chaudhari was appointed as the member of the Stakeholders Relationship Committee with effect from 1st April, 2025. |
Risk Management Committee |
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| Whether the Risk Management Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 07108778 | Sonia Singh | ID | Chairperson | 30-Jan-2025 | Textual Information(1) | |
| 2 | 00363902 | Uday Bhansali | ID | Member | 30-Jan-2025 | Textual Information(2) | |
| 3 | 10707431 | Hirokazu Kotera | ED | Member | 30-Jan-2025 | 31-Mar-2026 | Textual Information(3) |
| 4 | 02171823 | Pravin Chaudhari | ED | Member | 01-Apr-2025 | Textual Information(4) | |
| 5 | 99999999 | Jason Simon Gonsalves | Director-Corporate Planning, IT and Materials | Member | 29-Jan-2019 | Textual Information(5) | |
| 6 | 99999999 | Yash Ahuja | CFO | Member | 01-Aug-2025 | Textual Information(6) |
Text Block |
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| Textual Information(1) | Ms. Sonia Singh was appointed as the Chairperson of the Risk Management Committee with effect from 30th January, 2025. |
| Textual Information(2) | Mr. Uday Bhansali was appointed as a member of the Risk Management Committee with effect from 30th January, 2025. |
| Textual Information(3) | Mr. Hirokazu Kotera was appointed as a member of the Risk Management Committee with effect from 30th January, 2025. Mr. Kotera resigned as Executive Director of the Company with effect from the close of business on 31st March, 2026 and thereby ceased to be a member of Risk Management Committee. |
| Textual Information(4) | Mr. Pravin Chaudhari was appointed as the member of the Risk Management Committee with effect from 1st April, 2025. |
| Textual Information(5) | Mr. Jason Simon Gonsalves is not Director on the Board of Directors of the Company and hence, the DIN is not provided. |
| Textual Information(6) | Mr. Yash Ahuja is not Director on the Board of Directors of the Company and hence, the DIN is not provided. Mr. Yash Ahuja was appointed as a member Risk Management Committee with effect from 1st August, 2025 |
Annexure 1 |
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| III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* | |
| 1 | 11-Dec-2025 | Yes | 7 | 7 | 3 | |||
| 2 | 03-Feb-2026 | 53 | Yes | 7 | 7 | 3 | ||
| 3 | 26-Mar-2026 | 50 | Yes | 7 | 5 | 3 | ||
Annexure 1 |
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| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Risk Management Committee | 28-Feb-2026 | Yes | 6 | 4 | 2 | 2 | |||
| 2 | Audit Committee | 03-Nov-2025 | Yes | 3 | 3 | 3 | 0 | |||
| 3 | Audit Committee | 03-Feb-2026 | 91 | Yes | 3 | 3 | 3 | 0 | ||
| 4 | Nomination and remuneration committee | 03-Nov-2025 | Yes | 4 | 4 | 3 | 0 | |||
| 5 | Nomination and remuneration committee | 03-Feb-2026 | 91 | Yes | 4 | 4 | 3 | 0 | ||
| 6 | Stakeholders Relationship Committee | 26-Mar-2026 | Yes | 3 | 3 | 2 | 0 | |||
Annexure 1 |
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| VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: |
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Annexure 1 |
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| Sr | Subject | Compliance status |
| 1 | Name of signatory | G. T. Govindarajan |
| 2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
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| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Other details of cyber security incidence or breaches or loss of data event | ||
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr | Date of the event | Brief details of the event |
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| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
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| I. Disclosure on website in terms of LODR Regulation | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. | Web address |
| 1.1 | Details of business | Yes | www.nerolac.com | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | www.nerolac.com | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | www.nerolac.com | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.nerolac.com | |
| 3 | Composition of various committees of board of directors | Yes | www.nerolac.com | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.nerolac.com | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | www.nerolac.com | |
| 6 | Criteria of making payments to non-executive directors | Yes | www.nerolac.com | |
| 7 | Policy on dealing with related party transactions | Yes | www.nerolac.com | |
| 8 | Policy for determining material subsidiaries | Yes | www.nerolac.com | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.nerolac.com | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | www.nerolac.com | |
| 11 | Email address for grievance redressal and other relevant details | Yes | www.nerolac.com | |
| 12 | Financial results | Yes | www.nerolac.com | |
| 13 | Shareholding pattern | Yes | www.nerolac.com | |
| 14 | Details of agreements entered into with the media companies and/or their associates | Yes | www.nerolac.com | |
| 15.1 | Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet | Yes | www.nerolac.com | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | www.nerolac.com | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | www.nerolac.com | |
| 18 | Credit rating or revision in credit rating obtained | Yes | www.nerolac.com | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity | Yes | www.nerolac.com | |
| 20 | Secretarial compliance report | Yes | www.nerolac.com | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | www.nerolac.com | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | www.nerolac.com | |
| 23 | Disclosures under regulation 30(8) | Yes | www.nerolac.com | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
| 25 | Dividend distribution policy as specified in regulation 43A (1) | Yes | www.nerolac.com | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | www.nerolac.com | |
| 26.2 | Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 | |||
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | www.nerolac.com | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | www.nerolac.com | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory | |||
Annexure II |
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| II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility | 16(1)(b) | Yes | |
| 2 | Board Composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | Yes | |
| 3 | Meeting Of Board Of Directors | 17(2) | Yes | |
| 4 | Quorum of board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | Yes | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 36 | Alternate Director to Independent Director | 25(1) | Yes | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | Yes | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | Yes | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | Yes | |
| Any other information to be provided - Add Notes | ||||
| Annexure II | ||
|---|---|---|
| III. Affirmations | ||
| Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes |
| Any other information to be provided | ||
| Annexure II | ||
|---|---|---|
| 1 | Name of signatory | G. T. Govindarajan |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
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| Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | |||
| I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below | |||
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |||
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
| Promoter or any other entity controlled by them | 0 | 0 | |
| Promoter Group or any other entity controlled by them | 0 | 0 | |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | |
| KMPs or any other entity controlled by them | 0 | 0 | |
| (B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By | |||
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
| Promoter or any other entity controlled by them | 0 | 0 | 0 |
| Promoter Group or any other entity controlled by them | 0 | 0 | 0 |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 |
| KMPs or any other entity controlled by them | 0 | 0 | 0 |
| (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by | |||
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
| Promoter or any other entity controlled by them | 0 | 0 | 0 |
| Promoter Group or any other entity controlled by them | 0 | 0 | 0 |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 |
| KMPs or any other entity controlled by them | 0 | 0 | 0 |
| (D) Additional Information | |||
| II. Affirmations | |||
| Affirmations | Compliance Status | Company Remarks | |
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | Yes | ||
| Name | Yash Ahuja | ||
| Designation | Chief Financial Officer | ||
| Place | Mumbai | ||
| Date | 16-Apr-2026 | ||
Signatory Details |
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|---|---|
| Name of signatory | G. T. Govindarajan |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Mumbai |
| Date | 16-Apr-2026 |
Investor Grievance Details |
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|---|---|
| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 2 |
| No. of investor complaints disposed off during the Quarter | 2 |
| No. of investor complaints those remaining unresolved at the end of the Quarter | 0 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- |
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| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | |||||
| Sr. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
Disclosure of Imposition of Fine or Penalty |
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|---|---|---|---|---|---|
| Any Other Information for Disclosure of Imposition of Fine or Penalty | |||||
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | Joint Commissioner (Appeals) Raipur | Order is passed u/s. 73 of CGST Act, 2017 levying tax of Rs. 67,784/- and imposing penalty of Rs. 20,000/- | 03-Feb-2026 | A demand has arisen on account of partial disallowance of Input Tax Credit (ITC) claimed by the Company during FY 2020-21. The Company has relevant records to prove its claim for ITC and shall file an appeal against the said Order. | There is no material impact on financials, operations or other activities of the Company. |
| 2 | Joint Commissioner Mumbai Central | Order is passed u/s. 74 of CGST Act, 2017 levying tax of Rs. 3,81,309/- and imposing penalty of Rs. 3,81,309/- | 24-Feb-2026 | A demand has arisen on account of partial disallowance of Input Tax Credit (ITC) claimed by the Company during FY 2017-18. The Company has relevant records to prove its claim for ITC and shall file an appeal against the said Order. | There is no material impact on financials, operations or other activities of the Company. |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
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|---|---|---|---|---|---|
| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |||||
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute | |
| 1 | Deputy Commissioner of GST | 14-Aug-2023 | A demand was raised during the financial year 2022-23 on account of discrepancy between Input Tax Credit (“ITC”) claimed by the Company in GSTR 3B and data appearing in GSTR 2A for FY 2017-18. FY 2017-18 was the first year of implementation of GST, the data fetched in GSTR 2A on GST portal was not accurate and complete. The Company has relevant records to prove its claim for ITC. | The Company on 5th March 2025 had informed the Stock Exchanges that an Order had been received from the Joint Commissioner of State Tax, Mumbai, giving partial relief in respect of the appeal filed against the said demand. The demand has been reduced to Rs. 15.16 Crores. The Company has relevant records to prove its claim and shall file a further appeal against the said Order before the GST Tribunal. The current status of the litigation remains same as disclosed in the previous quarter ended 31st December, 2025. | |
| 2 | Goods and Services Tax Officer | 14-May-2024 | Order under Section 73(9) of Central Goods and Service Tax Act, 2017 has been received showing demand on account of alleged short payment of GST on the turnover declared in GSTR-9 and wrong availment of Input Tax Credit for FY 2018-19 for the State of New Delhi. The Order has been passed based on wrong understanding of the facts and records and is an error apparent on the face of the record. The Company has already paid adequate and appropriate taxes, as required, and the same is reflected in the GST returns filed during FY 2018-19. The Company has relevant records to prove its claims. The Company is in the process of filing application for rectification of order/appeal. | The Company has filed an appeal and personal hearing is awaited. The current status of the litigation remains same as disclosed in the previous quarter ended 31st December, 2025. | |
| 3 | Deputy Commissioner of GST | 02-Jun-2025 | The Company has filed an appeal against the Order under Section 73(9) Central Goods and Service Tax Act, 2017 issued for the state of Maharashtra for partial disallowance of Input Tax Credit (ITC) and alleged short payment of tax on some supplies during the FY 2020-21. The Order has been passed based on wrong understanding of the facts/records/law and there are apparent errors in the Order. The Company has already paid adequate and appropriate taxes, as required by the law. The Company has also filed an application for rectification of the Order. | The Company has filed an appeal and personal hearing is awaited. The current status of the litigation remains same as disclosed in the previous quarter ended 31st December, 2025. | |