Balmer Lawrie & Co Ltd. has disclosed that both NSE Limited and BSE Limited imposed fines on the company for non-compliance with listing regulations during the quarter ended December 31, 2025. The penalties were communicated to the company via email in February 2026, under Regulation 30 of SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015.

Stock Exchange Penalties and Violations

Both stock exchanges imposed fines for violations of specific listing regulations during the third quarter:

The primary violations occurred 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, issues arose regarding the composition of the Nomination and Remuneration Committee during this period.

Board Meeting and Official Response

The Board of Directors convened on March 5, 2026, from 12:30 p.m. to 05:45 p.m. to address the fines imposed by both stock exchanges. During the meeting, the Board took on record the penalties and confirmed the contents of representations made to the stock exchanges seeking waiver of the fines.

The Board emphasized that as a Central Public Sector Enterprise under the administrative control of the Ministry of Petroleum & Natural Gas, the company operates under specific constraints. 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

Company's Contestation of Penalties

Balmer Lawrie has contested specific aspects of the penalties, 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. The Board confirmed there was no non-compliance pertaining to Regulation 19(2) regarding the committee's composition during the quarter ended December 31, 2025.

Government Control and Waiver Requests

The company has made representations to both NSE and BSE seeking waiver of the imposed fines, citing that board composition depends on directions from the Administrative Ministry. The Board noted that the non-compliances were due to factors beyond the company's direct control, as the composition of the Board of Directors is dependent upon directions from the Administrative Ministry.

Regulatory Compliance and Disclosure

The disclosures were 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 penalties and their circumstances through official communications dated February 27, 2026, and February 28, 2026.

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.