NCL Industries Limited has announced a substantial acquisition disclosure following the purchase of additional shares by its promoter group entity. The company filed the mandatory disclosure under SEBI regulations on December 15, 2025, detailing the recent share acquisition activity.

Share Acquisition Details

NCL Buildtek Limited, which belongs to the promoter group of NCL Industries, acquired 39,360 equity shares through open market transactions. The acquisition was completed on December 11, 2025, representing 0.008% of the company's total voting capital.

Shareholding Position Analysis

The acquisition has resulted in changes to NCL Buildtek Limited's overall shareholding position in NCL Industries. The promoter group entity's holding has increased from the pre-acquisition level to a new total following the transaction.

Company Capital Structure

NCL Industries maintains a consistent equity share capital structure before and after this acquisition. The company's total equity share capital remains unchanged at ₹45.23 crores, comprising 4,52,32,790 equity shares of ₹10.00 each.

Regulatory Compliance

The disclosure was made in accordance with Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Company Secretary and Compliance Officer M. Divya Bharathi signed the disclosure document, ensuring proper regulatory compliance. The notification was simultaneously submitted to both the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

The transaction represents a routine open market acquisition by the promoter group, maintaining transparency in shareholding changes as required under Indian securities regulations. NCL Buildtek Limited continues to hold shares carrying voting rights in NCL Industries without any encumbrances such as pledges or liens.

NCL Industries Limited , a prominent player in the Indian manufacturing sector, has recently come under regulatory scrutiny for delayed compliance with key SEBI regulations. The company faces fines from both the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) for tardiness in constituting crucial board committees.

Regulatory Non-Compliance and Fines

NCL Industries has been fined by both major Indian stock exchanges for failing to comply with SEBI regulations regarding the timely constitution of key committees. The details of the fines are as follows:

The non-compliance specifically relates to the constitution of three critical committees:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee

These committees play vital roles in ensuring good corporate governance, and their timely formation is mandated by SEBI for listed companies.

Company's Response and Board Review

In response to the fines levied, NCL Industries' Board of Directors convened to review the matter. The key points from the Board's review are:

1. The Board acknowledged that the delay was technical and procedural in nature.
2. They emphasized that the delay did not have any impact on shareholders or governance processes.
3. The company has authorized its management to request a waiver of fines from both NSE and BSE.

Implications and Future Steps

While the company maintains that the non-compliance was unintentional and without material impact, this incident highlights the importance of strict adherence to regulatory timelines in corporate governance matters. For investors and stakeholders, such incidents may raise questions about the company's internal processes and regulatory compliance mechanisms.

Moving forward, NCL Industries will likely need to:

1. Strengthen its compliance procedures to avoid similar incidents in the future.
2. Engage proactively with the stock exchanges to present their case for a fine waiver.
3. Reassure stakeholders about their commitment to good corporate governance practices.

As the situation develops, investors and market watchers will be keen to see how the exchanges respond to NCL Industries' waiver request and what steps the company takes to enhance its regulatory compliance framework.

Note: Investors are advised to keep track of further developments and consider the potential impact of regulatory compliance issues in their investment decisions.