Hindustan Composites Limited disclosed significant regulatory developments following communication from BSE Limited on April 8, 2026. The company received notification regarding the rejection of its waiver application and imposition of additional penalties related to compliance violations under SEBI Listing Regulations.

BSE Rejects Waiver Application

BSE Limited rejected Hindustan Composites' waiver application for a fine of Rs. 1.62 lakh (excluding GST) that was imposed for non-compliance with Regulation 17(1A) of the SEBI Listing Regulations. The violation related to the appointment of Mr. Vinay Sarin as Non-executive Additional Director, who had attained the age of seventy-five years, without passing a special resolution by the company's members.

The company had already paid Rs. 1.91 lakh (including GST) each to both BSE and NSE under protest for this violation. The appointment was subsequently approved by members through a special resolution at the annual general meeting held on September 29, 2023, within three months from the date of appointment.

Additional Fine Imposed for Delayed Results

BSE imposed a separate fine of Rs. 1.55 lakh (excluding GST) for delayed submission of unaudited consolidated financial results for the quarter ended June 30, 2019. The results were submitted on September 14, 2019, which was 31 days after the prescribed deadline of August 14, 2019.

Company's Position and Clarifications

Hindustan Composites had previously submitted clarifications dated August 31, 2019, and September 14, 2019, stating that the company did not have a subsidiary company as defined under the Companies Act, 2013, and SEBI Listing Regulations at that time. The company argued that it was not required to submit consolidated financial results and had not contravened Regulation 33 provisions.

Despite this position, the company submitted the consolidated results on September 14, 2019, as a precautionary measure to avoid regulatory challenges while awaiting BSE's response to its clarifications.

Outstanding Fine Summary

The total outstanding fine payable by Hindustan Composites as of April 2, 2026, includes:

Company's Response and Next Steps

Hindustan Composites stated that it is exploring further options regarding the rejected waiver application to determine its future course of action. However, the company committed to making payment of the outstanding fine within the timelines prescribed by BSE to ensure compliance with regulatory requirements.

The company has been advised to exercise caution while filing documents with the exchange and strictly comply with various SEBI and exchange circulars on a timely basis to avoid future violations.

Hindustan Composites Limited announced its unaudited standalone and consolidated financial results for the quarter and nine months ended December 31, 2025. The Board of Directors approved these results in their meeting held on February 12, 2026, along with other key corporate decisions.

Financial Performance Overview

The company demonstrated strong revenue growth in Q3FY26, with revenue from operations reaching ₹9,451 lakhs compared to ₹8,183 lakhs in the corresponding quarter of the previous year. However, net profit after tax declined to ₹667 lakhs from ₹1,097 lakhs in Q3FY25.

Nine-Month Performance Analysis

For the nine months ended December 31, 2025, the company maintained its growth trajectory with revenue from operations of ₹27,017 lakhs against ₹23,593 lakhs in the corresponding period of the previous year. Net profit for the nine-month period stood at ₹1,941 lakhs compared to ₹2,893 lakhs in the previous year.

Segment-wise Performance

The company operates across three main segments: Composite Products, Investment, and Trading in Commodity. Composite Products remained the largest revenue contributor with ₹8,138 lakhs in Q3FY26 compared to ₹7,117 lakhs in Q3FY25. The Investment segment generated ₹824 lakhs versus ₹1,066 lakhs in the previous year, while Trading in Commodity contributed ₹489 lakhs in the current quarter.

Exceptional Items Impact

The company reported exceptional items worth ₹291 lakhs in Q3FY26, related to the implementation of New Labour Codes effective November 21, 2025. This legislative change resulted in increased provision for employee benefits arising from past service cost, which was recognized immediately in the profit and loss statement under Ind AS 19.

Corporate Governance Updates

The Board re-appointed M/s. S M M P & Company, Chartered Accountants as Internal Auditors for the financial year 2026-27. The firm, established in 1982, brings extensive experience in statutory audits, internal audits, risk advisory, and various compliance matters with a team strength of 100 professionals including 25 Chartered Accountants.

The financial results were reviewed by the Audit Committee and received a limited review from the company's statutory auditors, Lodha & Co. LLP.