Balmer Lawrie & Co. Ltd. was fined ₹7,50,480 by BSE Limited for non-compliance with Listing Obligations and Disclosure Requirements Regulations during the quarter ended March 31, 2026. The penalty, inclusive of GST, was levied due to lapses in the composition of its Board of Directors and related committees. The company disclosed that the violations occurred because it lacked an Independent Director, Woman Director, and Independent Woman Director between March 28 and March 31, 2026.

The exchange communicated the fine via email on May 27, 2026, citing contraventions of Regulations 17(1), 18(1), 19(1)/19(2), 20(2)/(2A), and 21(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Specifically, the Board did not comprise at least 50% Non-Executive Directors due to insufficient numbers of Independent and Non-Executive Directors. Consequently, the company failed to meet requirements regarding board composition and committee mandates during the specified period.

Additionally, the filing revealed that all members of the Nomination and Remuneration Committee were not Non-Executive Directors from January 1, 2026, to March 17, 2026. This occurred because the company had only two Non-Executive Directors on its Board during that timeframe, violating Regulation 19(1)(b).

Balmer Lawrie & Co. Ltd. stated that no immediate financial or operational impact is expected beyond the payment of the fine amount. The company attributed the non-compliance to its status as a Central Public Sector Enterprise under the Ministry of Petroleum & Natural Gas. It noted that Article 7A of its Articles of Association grants the President of India the authority to appoint directors, meaning board composition depends on administrative ministry directions. The company has made representations to BSE Limited for a waiver of the fine, arguing the factors were beyond its control.

Balmer Lawrie & Co . Ltd., a Government of India Enterprise, has informed the stock exchanges that its Board of Directors has decided not to recommend the issue of bonus shares. Additionally, the Board decided not to buy back the shares of the company and has also decided not to recommend the splitting of equity share capital. All disclosures were made pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Board Decisions at Adjourned Meeting

At its adjourned meeting held on May 17, 2026, the Board of Directors of Balmer Lawrie & Co. Ltd. deliberated on three significant corporate matters: the issue of bonus shares, the buyback of shares, and the splitting of equity share capital. After analysing the applicable regulatory framework, the Board concluded not to proceed with any of these actions. The key details of the board meeting and the regulatory basis for the decisions are summarised below:

Regulatory Basis for the Decisions

The decisions followed a thorough review of the Consolidated Guidelines on general principles and mechanism for Capital Restructuring of Central Public Sector Enterprises (CPSEs), issued by the Ministry of Finance, Department of Investment and Public Asset Management. The guidelines were issued vide Office Memorandum no. F.No. 5/2/2016-Policy dated November 18, 2024. The company had previously issued intimations to the stock exchanges on May 5, 2026 and May 15, 2026, ahead of the adjourned board meeting. The formal disclosure was signed by Kavita Bhavsar, Company Secretary and Compliance Officer of Balmer Lawrie & Co. Ltd., on May 17, 2026.