Balmer lawrie & co Ltd. has disclosed that BSE Limited imposed a fine of ₹6.49 lakh (inclusive of GST) on the company for non-compliance with listing regulations during the quarter ended December 31, 2025. The penalty was communicated to the company via email on February 27, 2026, under Regulation 30 of SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015.

Regulatory Violations and Penalties

The fine stems from violations of specific listing regulations during the third quarter of FY26:

The primary violations occurred from November 17, 2025, to December 31, 2025, when the company's board composition failed to meet regulatory requirements. Specifically, the board did not comprise at least 50% non-executive directors due to insufficient numbers of independent directors and non-executive directors. Additionally, all members of the Nomination and Remuneration Committee were not non-executive directors during this period.

Company's Response and Contestation

Balmer Lawrie has contested part of the penalty, particularly regarding Regulation 19(2) of the listing regulations. The company clarified that the Chairperson of the Nomination and Remuneration Committee was an Independent Director throughout the entire quarter under review. Therefore, the company maintains there was no non-compliance pertaining to Regulation 19(2) regarding the committee's composition during the quarter ended December 31, 2025.

Financial Impact and Government Enterprise Status

The company expects no immediate operational impact except for the financial burden of the ₹6.49 lakh fine. As a Central Public Sector Enterprise under the administrative control of the Ministry of Petroleum & Natural Gas, Balmer Lawrie operates under specific constraints regarding board appointments.

According to Article 7A of the company's Articles of Association, the President of India has the authority to appoint directors to the board, including:

• Whole-time Directors
• Independent Directors
• Woman Independent Directors
• Woman Directors
• Government Nominee Directors

The company has emphasized that board composition depends on directions from the Administrative Ministry, making the non-compliances factors beyond its direct control. Based on this reasoning, Balmer Lawrie has made representations to BSE Limited seeking a waiver of the imposed fine.

Regulatory Compliance Framework

The disclosure was made under Regulation 30 read with Point 20(b) of Para A of Part A of Schedule III of the SEBI Listing Regulations. This regulation mandates listed companies to inform stock exchanges about fines, penalties, or disciplinary actions imposed by regulatory authorities. The company fulfilled this obligation by notifying both NSE and BSE about the penalty and its circumstances.

Balmer Lawrie & Co . Ltd., a Government of India enterprise, has announced that its Board of Directors will convene on March 5, 2026, to consider the payment of interim dividend for Financial Year 2025-26. The company communicated this development through an official letter dated February 18, 2026, to the National Stock Exchange of India Limited and BSE Limited, ensuring compliance with regulatory requirements.

Board Meeting Details

The board meeting has been scheduled in accordance with Regulation 29(1)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting will specifically address the consideration of interim dividend payment for the current financial year 2025-26.

Trading Window Closure

In compliance with insider trading prevention protocols, Balmer Lawrie & Co. Ltd. has implemented a trading window closure for designated persons and their immediate relatives. This measure has been taken pursuant to the company's Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, which is framed under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Company Information and Compliance

Balmer Lawrie & Co. Ltd. operates as a Government of India enterprise with its registered office located at 21, Netaji Subhas Road, Kolkata-700001. The company maintains listings on both major stock exchanges with Company Code BALMLAWRIE on NSE and Scrip Code 523319 on BSE. The official communication was digitally signed by Kavita Bhavsar, Company Secretary and Compliance Officer, on February 18, 2026, demonstrating the company's commitment to proper regulatory compliance and transparent corporate governance practices.