DISA India Limited has received an administrative warning from the Securities and Exchange Board of India (SEBI) for failing to comply with disclosure requirements under the Business Responsibility and Sustainability Report (BRSR) framework. The company informed BSE Limited about this regulatory action on April 24, 2026, pursuant to Regulation 30 of SEBI Listing Regulations.

SEBI Warning Details

SEBI issued the warning letter on April 23, 2026, addressing non-disclosure of whistle blower complaints in the company's annual reports for FY 2023-24 and FY 2024-25. The regulatory action was communicated through SEBI's Corporation Finance Department, Division of Supervision, Enforcement and Complaints.

BRSR Compliance Requirements

SEBI's examination revealed that DISA India Limited had received one whistle-blower complaint during FY 2023-24. However, the company failed to disclose this complaint in its BRSR for FY 2023-24 as required under the framework established through SEBI's circular dated May 10, 2021.

The BRSR framework mandates disclosures under Principle 1, which states that "Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable." Under this principle's Essential Indicators, entities must disclose complaints and concerns on ethical and governance issues, including whistle-blower complaints.

Company's Position

DISA India Limited has clarified its position regarding the whistle blower complaints:

• The company states it has not received any whistle blower disclosures from the Ombudsman or any other person for FY 2023-24 and 2024-25
• According to the company, no related disclosures in the annual reports for these financial years were required to be made
• The company maintains that the absence of such complaints justified the non-disclosure in their BRSR sections

Regulatory Directives

SEBI has issued specific directives to DISA India Limited following this non-compliance:

• The company must make appropriate and adequate disclosures regarding the whistle-blower complaint, including details of receipt, pendency, and disposal in the prescribed BRSR format
• The warning letter and corrective actions must be placed before the Board of Directors in the ensuing meeting
• Board comments regarding satisfaction with corrective steps must be forwarded to SEBI within 15 days
• Future violations will result in appropriate enforcement action under SEBI Act, 1992, and related regulations

Corporate Information

DISA India Limited operates from its registered and corporate office at World Trade Center, Brigade Gateway Campus, Bangalore. The company maintains regional sales offices in New Delhi, Kolkata, and Pune, along with a manufacturing facility in Tumkur, Karnataka. The disclosure was signed by Shrithee M S, Company Secretary and Compliance Officer, confirming the company's commitment to regulatory transparency.

DISA India Limited has successfully completed its postal ballot process, with shareholders approving the appointment of a new independent director with overwhelming support. The company announced the voting results on April 13, 2026, following the conclusion of the e-voting period.

Appointment Details

Shareholders approved the appointment of Mr. Muralidharan Angadu Mohanakrishnan (DIN: 03279284) as a Non-Executive Independent Director of the company through a special resolution. The appointment was conducted via postal ballot in compliance with Section 110 of the Companies Act, 2013.

Voting Results Overview

The postal ballot demonstrated strong shareholder support for the proposed appointment:

Detailed Voting Breakdown

The resolution received near-unanimous approval across all shareholder categories:

Scrutinizer's Confirmation

Mr. Nagendra D Rao, practicing Company Secretary (FCS 5553), served as the scrutinizer for the postal ballot process. He was appointed by the Board of Directors on January 21, 2026, and submitted his report on April 11, 2026. The scrutinizer confirmed that the special resolution was passed with the requisite majority, as the votes in favour (99.99%) exceeded three times the votes cast against (0.01%).

Process Compliance

The postal ballot process was conducted entirely through electronic voting via the CDSL platform. The company sent notices to shareholders via email on March 12, 2026, to registered email addresses. In compliance with regulatory requirements, advertisements were published in 'Financial Express' (English) and 'Vishwavani' (Kannada) on March 13, 2026, informing shareholders about the postal ballot notice dispatch.

Regulatory Framework

The postal ballot was conducted in accordance with:

• Section 108 and Section 110 of the Companies Act, 2013
• Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014
• Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Various MCA and SEBI circulars regarding electronic voting procedures

The company has made the voting results and scrutinizer's report available on its website at www.disa-india.com under the investor relations section.