Integrated Filing-Governance



General information about company

Scrip Code 523319
NSE Symbol BALMLAWRIE
MSEI Symbol NOTLISTED
ISIN INE164A01016
Name of the entity BALMER LAWRIE & COMPANY 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 Aquisition of shares or voting rights in unlisted company had not been carried out during the quarter ended 31st March, 2026 beyond the threshold stipulated in Schedule III, Part A, Para A, Sub-para 1
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? No
Reason For Part E Of Annexure I Disclosure Of Updates To Ongoing Tax Litigations Or Disputes Is Not Applicable To The Entity Not applicable for the quarter ended 31st March, 2026
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? No
Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity Not applicable for the quarter ended 31st March, 2026
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 1000 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID b00041
Reason For No SCORE ID
Type of Submission New
Remarks (website dissemination)



Annexure I
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. Earlier Shri Adhip Nath Palchaudhuri was entrusted with additional charge of C&MD w.e.f. 01.07.2024. He was appointed as C&MD (Full Charge) w.e.f. 20.07.2024. 2. Shri Aditya Shekhar Singh was appointed as Government Nominee Director w.e.f. 18.03.2026. 2. Shri Harishkumar Madhusudan Joshi and Dr. Vandana Minda Heda had ceased to be Independent Directors of the Company w.e.f 28.03.2026 owing to completion of their respective tenure.
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO Yes 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. Adhip Nath Palchaudhuri 08695322 Executive Director Chairperson MD 18-Mar-1969 No Active NA 01-Jul-2024 1 0 4 0
2 Mr. Raja Mani Uthayaraja 09678056 Executive Director Not Applicable 11-Aug-1967 No Active NA 14-Jul-2022 26-Sep-2024 1 0 4 1
3 Mr. Saurav Dutta 10042140 Executive Director Not Applicable 07-Mar-1968 No Active NA 02-Feb-2023 23-Sep-2025 2 0 5 2
4 Mr. Abhijit Ghosh 10042785 Executive Director Not Applicable 09-Nov-1967 No Active NA 04-Feb-2023 1 0 1 0
5 Mr. Romon Sebastian Louis 08710802 Executive Director Not Applicable 22-Nov-1972 No Active NA 22-Aug-2025 1 0 2 0
6 Mr. Aditya Shekhar Singh 11606166 Non-Executive - Nominee Director Not Applicable 22-Jun-1971 No Active NA 18-Mar-2026 1 0 0 0
7 Mr. Harishkumar Madhusudan Joshi 01201050 Non-Executive - Independent Director Not Applicable 20-Jul-1966 No Active NA 31-Mar-2025 28-Mar-2026 0 0 0 0 0 Tenure Completion
8 Mrs. Vandana Minda Heda 09402294 Non-Executive - Independent Director Not Applicable 12-Aug-1972 No Active NA 31-Mar-2025 28-Mar-2026 0 0 0 0 0 Tenure Completion



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory Shri Saurav Dutta was appointed as Member of the Audit Committee w.e.f. 10-02-2023. Subsequently, in absence of Independent Directors on the Board of Directors he was appointed as Chairperson of the Audit Committee on 30-12-2024 and continued to be so till 30-03-2025. Upon reconstitution of Audit Committee due to induction of Independent Directors, Mr. Dutta became Member of the Audit Committee w.e.f. 31st March, 2025. Thereafter, in the absence of Independent Directors on the Board of the Company, he was appointed as the Chairperson of the Audit Committee upon its reconstitution w.e.f. 28-03-2026..



Audit Committee Details
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 09402294 Vandana Minda Heda Non-Executive - Independent Director Chairperson 31-Mar-2025 28-Mar-2026
2 10042140 Saurav Dutta Executive Director Chairperson 10-Feb-2023 Textual Information(1)
3 01201050 Harishkumar Madhusudan Joshi Non-Executive - Independent Director Member 31-Mar-2025 28-Mar-2026
4 08695322 Adhip Nath Palchaudhuri Executive Director Member 28-Mar-2026
5 09678056 Raja Mani Uthayaraja Executive Director Member 28-Mar-2026



Text Block
Textual Information(1) Shri Saurav Dutta was appointed as Member of the Audit Committee w.e.f. 10-02-2023. Subsequently, in absence of Independent Directors on the Board of Directors he was appointed as Chairperson of the Audit Committee on 30-12-2024 and continued to be so till 30-03-2025. Upon reconstitution of Audit Committee due to induction of Independent Directors, Mr. Dutta became Member of the Audit Committee w.e.f. 31st March, 2025. Thereafter, in the absence of Independent Directors on the Board of the Company, he was appointed as the Chairperson of the Audit Committee upon its reconstitution w.e.f. 28-03-2026.



Nomination and remuneration committee
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 09402294 Vandana Minda Heda Non-Executive - Independent Director Chairperson 31-Mar-2025 28-Mar-2026
2 01201050 Harishkumar Madhusudan Joshi Non-Executive - Independent Director Member 31-Mar-2025 28-Mar-2026
3 10042785 Abhijit Ghosh Executive Director Member 17-Nov-2025 18-Mar-2026 Textual Information(1)
4 11606166 Aditya Shekhar Singh Non-Executive - Nominee Director Chairperson 18-Mar-2026 Textual Information(2)
5 10042785 Abhijit Ghosh Executive Director Member 28-Mar-2026 Textual Information(3)
6 08695322 Adhip Nath Palchaudhuri Executive Director Member 28-Mar-2026

Text Block
Textual Information(1) As per the applicable provisions of the Act, the Listing Regulations and the DPE Guidelines, the constitution of the NRC is mandatorily required to consist of atleast 3 Members, who shall be Non-Executive Directors of the Company. However, as on the date of the reconstitution of the NRC i.e. 17.11.2025, the Board of Directors of the Company consisted of only 2 Non-Executive Directors (being Independent Directors). Accordingly, Shri Abhijit Ghosh, Director (Human Resource and Corporate Affairs), who is an Executive Director of the Company was inducted as a Member of the NRC in order to comply with the requirement of having atleast 3 Members in NRC till 17-03-2026 and thereafter, Shri Aditya Shekhar Singh (being Non-Executive, Government Nominee Director) was appointed as a Member of the Committee w.e.f 18-03-2026 and with this reconstitution Shri Abhijit Ghosh ceased to be a Member of the Committee.
Textual Information(2) Shri Aditya Shekhar Singh was inducted as a Member of the Committee during the period from 18.03.2026 to 27.03.2026. Thereafter, he was designated as the Chairperson of the Committee w.e.f. 28.03.2026
Textual Information(3) Upon cessation of directorship of 2 Independent Directors w.e.f. 28.03.2026, the NRC was reconstituted and Shri Abhijit Ghosh was again appointed as a Member of NRC.






Stakeholders Relationship Committee
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 01201050 Harishkumar Madhusudan Joshi Non-Executive - Independent Director Chairperson 31-Mar-2025 28-Mar-2026
2 09678056 Raja Mani Uthayaraja Executive Director Chairperson 01-Jan-2023 Textual Information(1)
3 10042140 Saurav Dutta Executive Director Member 10-Feb-2023
4 08710802 Romon Sebastian Louis Executive Director Member 06-Nov-2025



Text Block
Textual Information(1) Shri Raja Mani Uthayaraja was initially appointed as a Member of the Stakeholders Relationship Committee. Upon reconstitution of the Committee w.e.f. 28-03-2026 due to cessation of directorship of Shri Harishkumar Madhusudan Joshi, Independent Director, Shri R M Uthayaraja was designated as the Chairperson of the Stakeholders Relationship Committee w.e.f. 28-03-2026.



Risk Management Committee
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 09402294 Vandana Minda Heda ID Chairperson 31-Mar-2025 28-Mar-2026
2 10042140 Saurav Dutta ED Member 10-Feb-2023
3 08710802 Romon Sebastian Louis ED Member 06-Nov-2025
4 08695322 Adhip Nath Palchaudhuri ED Chairperson 28-Mar-2026



Annexure 1
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 06-Nov-2025 Yes 8 7 2
2 06-Feb-2026 91 Yes 7 7 2
3 05-Mar-2026 26 Yes 7 7 2
4 19-Mar-2026 13 Yes 8 8 2



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory The Meeting held on 05-02-2026 was adjourned and had resumed & concluded on 6th February, 2026. The quorum of both the Meetings was same.
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 Audit Committee 11-Oct-2025 Yes 3 3 2 0
2 Audit Committee 06-Nov-2025 25 Yes 3 3 2 0
3 Audit Committee 05-Feb-2026 90 The Meeting held on 05-02-2026 was adjourned and had resumed & concluded on 6th February, 2026. The quorum of both the Meetings was same. Yes 3 3 2 0
4 Audit Committee 05-Mar-2026 27 Yes 3 3 2 0
5 Audit Committee 19-Mar-2026 13 Yes 3 3 2 0
6 Nomination and remuneration committee 06-Nov-2025 Yes 3 2 2 0
7 Nomination and remuneration committee 05-Feb-2026 90 Yes 3 3 2 0
8 Nomination and remuneration committee 05-Mar-2026 27 Yes 3 3 2 0
9 Nomination and remuneration committee 19-Mar-2026 13 Yes 3 3 2 0
10 Risk Management Committee 05-Feb-2026 Yes 3 3 1 0
11 Risk Management Committee 19-Mar-2026 41 Yes 3 3 1 0
12 Stakeholders Relationship Committee 05-Feb-2026 Yes 4 4 1 0



Annexure 1
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 No
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee No
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee No
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee No
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) No
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: As on 31.03.2025, the Company had 5 Executive Directors and one Government Nominee Director, the composition of Board of Directors ('BOD') was not in compliance with the SEBI (LODR) Regulations, 2015 owing to absence of Independent Directors and insufficient number of Government Nominee Director. Owing to this, composition and quorum (as the case may be) of the various statutory committees was also not in compliance of the SEBI (LODR) Regulations, 2015. Accordingly, atleast 50% of Directors on the Board were not NEDs, there were no Independent Directors on the Board of the Company including Woman Independent Director and Woman Director. The Company being a Government Company, the composition of the BOD is not within the control of the Company. The Company has informed the Administrative Ministry about the composition of the Board and their direction is awaited.



Annexure 1
Sr Subject Compliance status
1 Name of signatory Kavita Bhavsar
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
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



Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
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 https://www.balmerlawrie.com/company/about-us
1.2 Memorandum of Association and Articles of Association Yes https://www.balmerlawrie.com/storage/files/revised-moa-and-aoa-06011936.pdf
1.3 Brief profile of board of directors including directorship and full time positions in body corporates Yes https://www.balmerlawrie.com/brief-profile-of-board-of-directors-including-directorship-and-full-time-positions-in-body-corporates
2 Terms and conditions of appointment of independent directors Yes https://www.balmerlawrie.com/storage/files/terms-of-appointment-of-independent-director-29032025-1.pdf
3 Composition of various committees of board of directors Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=Composition%20of%20Committees
4 Code of conduct of board of directors and senior management personnel Yes https://www.balmerlawrie.com/storage/files/46-d-code-of-conduct-for-board-members-designated-personnel-23-1.pdf?_gl=1*35fdwv*_ga*MTY5MzQxNDU5Ni4xNzc2NjY1NTA5*_ga_Y2VGJHRHZ6*czE3NzY2ODYwOTEkbzMkZzEkdDE3NzY2ODcxODEkajQyJGwwJGgxODAxNTc2OTc3
5 Details of establishment of vigil mechanism or whistle blower policy Yes https://www.balmerlawrie.com/storage/files/46-e-whistle-blower-policy.pdf?_gl=1*1beuooa*_ga*MTY5MzQxNDU5Ni4xNzc2NjY1NTA5*_ga_Y2VGJHRHZ6*czE3NzY2ODYwOTEkbzMkZzEkdDE3NzY2ODczMjAkajQ1JGwwJGgxODAxNTc2OTc3
6 Criteria of making payments to non-executive directors Yes https://www.balmerlawrie.com/storage/files/criteria-for-making-payment-to-ned.pdf
7 Policy on dealing with related party transactions Yes https://www.balmerlawrie.com/storage/codes-policies/Doc_1770436182.pdf
8 Policy for determining material subsidiaries Yes https://www.balmerlawrie.com/storage/files/material-subsidiaries-archive.pdf
9 Details of familiarization programmes imparted to independent directors Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=Details%20of%20familiarization%20programmes%20imparted%20to%20independent%20directors%20including%20the%20following%20details
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=Contact%20information%20of%20the%20designated%20officials%20of%20the%20listed%20entity%20who%20are%20responsible%20for%20assisting%20and%20handling%20investor%20grievances
11 Email address for grievance redressal and other relevant details Yes https://www.balmerlawrie.com/investors/contact-details-for-shareholders-iepf-claim
12 Financial results Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=Financial%20Results%2C%20on%20conclusion%20of%20the%20Meeting%20of%20the%20Board%20of%20Directors%20where%20the%20Financial%20Results%20were%20approved%3B
13 Shareholding pattern Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=m.-,Shareholding%20Pattern,-Financial%20Year%202025
14 Details of agreements entered into with the media companies and/or their associates NA
15.1 Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet NA
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls NA
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=Items%20in%20sub%2Dregulation%20(1)%20of%20Regulation%2047%20of%20SEBI%20(LODR)%20Regulations%2C%202015
18 Credit rating or revision in credit rating obtained Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=All%20credit%20ratings%20obtained%20by%20the%20entity
19 Separate audited financial statements of each subsidiary of the listed entity Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=Separate%20audited%20financial%20statements%20of%20each%20subsidiary%20of%20the%20listed%20entity%20in%20respect%20of%20a%20relevant%20financial%20year
20 Secretarial compliance report Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=t.%20Secretarial%20compliance%20report%20as%20per%20sub%2Dregulation%20(2)%20of%20Regulation%2024A%20of%20the%20SEBI%20(LODR)%20Regulations%2C%202015
21 Materiality policy as per regulation 30 (4) Yes https://www.balmerlawrie.com/storage/files/4-policy-for-determining-materiality-of-event-information.pdf
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes https://www.balmerlawrie.com/storage/files/4-policy-for-determining-materiality-of-event-information.pdf
23 Disclosures under regulation 30(8) Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=Disclosures%20under%20sub%2Dregulation%20(8)%20of%20Regulation%2030%20of%20SEBI%20(LODR)%20Regulations%2C%202015
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 https://www.balmerlawrie.com/adminls/dl_u/DIVIDEND_DISTRIBUTION_POLICY.pdf
26.1 Annual return as provided under section 92 of the Companies Act 2013 Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015#:~:text=Annual%20return%20as%20provided%20under%20section%2092%20of%20the%20Companies%20Act%2C%202013%20and%20the%20rules%20made%20thereunder
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 https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes https://www.balmerlawrie.com/investors/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015
29 Disclosure of notes on website in terms of Listing Regulations explanatory


Annexure II
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) NA
2 Board Composition 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) No a. During the period from 01.04.2025 to 31.03.2026, the composition of Board of Directors was not in compliance with the applicable provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as atleast 50% of Directors on the Board were not NEDs owing to insufficient number of Independent Directors and insufficient number of/absence of Government Nominee Director(s). b. During the period from 28.03.2026 to 31.03.2026, there were no Independent Directors on the Board of the Company including Woman Independent Director and Woman Director. The Company being a Government Company, the composition of the BOD is not within the control of the Company. The Company has informed the Administrative Ministry about the composition of the Board and their direction is awaited.
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) NA
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) NA
13 Recommendation of Board 17(11) Yes
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) No The composition of Audit Committee was not in compliance with Regulation 18(1) of SEBI (LODR) Regulations, 2015 during the period from 28-03-2026 to 31-03-2026 owing absence of Independent Director. The composition of Directors is not within the control of the Company.
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) No a. The composition of the Nomination and Remuneration committee was not in compliance with the Regulation 19(1) of the SEBI (LODR) Regulations, 2015 during the period from 01-04-2025 to 30-06-2025 and 18-11-2025 to 17-03-2026 as all the Directors in NRC were not Non-Executive Directors owing to inadequate number of Non-Executive Directors on the Board. b. The composition of NRC was not in compliance with Regulation 19(1) of SEBI (LODR) Regulations, 2015 during the period from 28-03-2026 to 31-03-2026 owing to absence of Independent Director.
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) No The composition of Stakeholders Relationship Committee was not in compliance with Regulation 20(2A) of SEBI (LODR) Regulations, 2026 during the period from 28-03-2026 to 31-03-2026 owing absence of Independent Director
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) No The composition of Risk Management Committee was not in compliance with Regulation 21(2) of SEBI (LODR) Regulations, 2015 during the period from 28-03-2026 to 31-03-2026 owing absence of Independent Director
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) No a. During the quarter ended June, 2025 - Post facto approval from Audit Committee was obtained for one instance wherein the said approval was taken up for very small period of the long term contract with the related party b. During the quarter ended September, 2025 - Post facto approval from Audit Committee was obtained for one instance wherein the said approval was taken up for very small period of the long term contract with the related party
32 Approval for material related party transactions 23(4) NA
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) NA
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) NA
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) NA
48 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3) No During the period from 01-04-2025 to 21-08-2025, there was a vacancy in the office of Director (Service Businesses). The said vanacy was filled by appointment of Shri Romon Sebastian Louis as Director (Service Businesses) w.e.f. 22-08-2025. However, the said non-compliance was for reasons beyond the control of the Company.
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 Textual Information(1)



Text Block
Textual Information(1) The Company does not have any Unlisted Material Subsidiary as defined under SEBI (LODR), Regulations, 2015.



Annexure II
1 Name of signatory Kavita Bhavsar
2 Designation Company Secretary and Compliance Officer



Additional Half yearly Disclosure
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
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(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
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(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
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(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. $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus")
Name
Designation
Place
Date



Signatory Details
Name of signatory Kavita Bhavsar
Designation of person Company Secretary and Compliance Officer
Place Kolkata
Date 22-Apr-2026


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 5
No. of investor complaints received during the Quarter 48
No. of investor complaints disposed off during the Quarter 52
No. of investor complaints those remaining unresolved at the end of the Quarter 1


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
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
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
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 BSE Limited Fines as per SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (Chapter-Vll(A)-Penal Actions for Non-Compliance). 27-Feb-2026 The aforementioned fines had been imposed by the Stock Exchange on the Company on the account that the Board of Directors did not comprise of at least 50% of Non-Executive Directors due to insufficient numbers of Independent Directors/Non-Executive Directors on the Board of the Company during the quarter under review. Consequent to the aforementioned non-compliance, the applicable requirements envisaged under Regulation 17(1) of Listing Regulations could not be met with for the quarter ended on 31st December, 2025 and Regulation 19(1) could not be met with during the period from 17th November, 2025 to 31st December, 2025. The Stock Exchange had also imposed fine with respect to Regulation 19(2) of the Listing Regulations whereas, the Chairperson of the Nomination and Remuneration Committee was an Independent Director during the whole quarter under the review. Thus, there was no non-compliance pertaining to Regulation 19(2) of the Listing Regulations in respect of composition of the Nomination and Remuneration Committee during the quarter ended on 31st December, 2025 and the said fact had been stated in the letter of representation filed with the Stock Exchange. Fines amounting to Rs.6,49,000/- (inclusive of GST) had been imposed by BSE Limited. No immediate impact is expected except to the extent of the total amount of fines imposed.
2 National Stock Exchange of India Limited Notice for non-compliance with SEBI (LODR) Regulations, 2015 27-Feb-2026 The aforementioned fines had been imposed by the Stock Exchange on the Company on the account that the Board of Directors did not comprise of at least 50% of Non-Executive Directors due to insufficient numbers of Independent Directors/Non-Executive Directors on the Board of the Company during the quarter under review. Consequent to the aforementioned non-compliance, the applicable requirements envisaged under Regulation 17(1) of Listing Regulations could not be met with for the quarter ended on 31st December, 2025 and Regulation 19(1) could not be met with during the period from 17th November, 2025 to 31st December, 2025. The Stock Exchange had also imposed fine with respect to Regulation 19(2) of the Listing Regulations whereas, the Chairperson of the Nomination and Remuneration Committee was an Independent Director during the whole quarter under the review. Thus, there was no non-compliance pertaining to Regulation 19(2) of the Listing Regulations in respect of composition of the Nomination and Remuneration Committee during the quarter ended on 31st December, 2025 and the said fact had been stated in the letter of representation filed with the Stock Exchange. Fines amounting to Rs.6,49,000/- (inclusive of GST) had been imposed by NSE Limited. No immediate impact is expected except to the extent of the total amount of fines imposed.


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

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