Balmer Lawrie Investments Limited has disclosed that BSE Limited imposed a fine of ₹9.88 lakh on the company for non-compliance with SEBI listing regulations during the quarter ended December 31, 2025. The disclosure was made under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Fine Details and Regulatory Violations

The fine details and nature of violations are outlined below:

Board Composition Issues

The violations stemmed from inadequate board composition during the quarter ended December 31, 2025. The company's board of directors faced several compliance gaps:

• The board comprised of less than 6 directors as required
• Absence of independent directors on the board
• Lack of woman director representation

These deficiencies led to cascading compliance failures across multiple regulatory requirements.

Consequential Non-Compliance Areas

The inadequate board composition resulted in violations across several key governance areas:

• Board Composition: Failed to comply with Regulation 17(1) requirements
• Board Meeting Quorum: Could not meet quorum requirements under Regulation 17(2A)
• Committee Composition: Audit Committee and Nomination and Remuneration Committee compositions violated Regulations 18(1) and 19(1)/19(2)

Financial Impact and Company Response

The company has assessed the financial implications of the regulatory action:

Waiver Request and Regulatory Context

Balmer Lawrie Investments Limited has made representation to BSE Limited seeking waiver of the imposed fine. The company's justification centers on its status as a Central Public Sector Enterprise under the Ministry of Petroleum & Natural Gas.

According to Article 96B(1) of the company's Articles of Association, the President of India holds the authority to appoint directors, including independent directors, woman directors, and government nominee directors. The company argues that board composition depends on directions from the administrative ministry, making the non-compliance factors beyond the company's direct control.

Corporate Governance Framework

As a government enterprise, the company operates under a unique governance structure where board appointments are subject to government decisions rather than independent corporate actions. This regulatory framework creates dependencies that can impact compliance with standard listing requirements designed for private sector entities.

Balmer Lawrie Investments Limited, a Government of India enterprise, announced its unaudited financial results for the third quarter and nine months ended December 31, 2025. The Board of Directors approved the results at their meeting held on February 13, 2026.

Standalone Financial Performance

The company's standalone operations showed mixed results for the quarter. Total revenue from operations declined to ₹249.42 lakhs in Q3FY26 from ₹287.14 lakhs in Q3FY25, primarily due to lower interest income.

For the nine-month period ended December 31, 2025, standalone performance remained relatively stable with total revenue of ₹9,836.92 lakhs compared to ₹9,812.97 lakhs in the previous year. Net profit for the nine months reached ₹9,540.02 lakhs versus ₹9,529.45 lakhs in the corresponding period.

Consolidated Financial Results

The consolidated results demonstrated stronger performance across key metrics. Total income for Q3FY26 increased to ₹66,597.15 lakhs from ₹64,178.06 lakhs in Q3FY25, representing growth of 3.77%.

For the nine-month period, consolidated total income grew to ₹2,00,801.97 lakhs from ₹1,94,777.17 lakhs in the previous year. Net profit increased to ₹19,308.79 lakhs compared to ₹19,122.66 lakhs, showing consistent growth momentum.

Segment-wise Performance

The company's diversified business portfolio showed varied performance across segments. Travel & Vacations emerged as the strongest performer with segment results of ₹4,402.08 lakhs in Q3FY26. Logistics Services contributed ₹2,173.91 lakhs, while Greases & Lubricants generated ₹1,897.21 lakhs in segment results.

Corporate Developments

The Board approved several key appointments and policy changes during the meeting:

• Internal Auditor Appointment: M/s. Bhattacharyya Roychaudhuri & Associates, Chartered Accountants, were appointed as Internal Auditor for FY2025-26 • Policy Amendment: The Related Party Transactions Policy was revised with immediate effect • Regulatory Compliance: The Board addressed fines imposed by BSE Limited for non-compliance with certain listing regulations during Q2FY26

Financial Position and Outlook

The company maintained a stable financial position with paid-up equity share capital of ₹2,219.73 lakhs. The face value per share remains at Re 1 following the subdivision implemented in August 2024. Total expenses for the consolidated entity were well-managed at ₹59,862.49 lakhs in Q3FY26.

The results reflect the company's resilience across its diversified business segments, with the consolidated performance showing positive growth trends despite some challenges in standalone operations. The appointment of new internal auditors and policy updates demonstrate the company's commitment to strengthening governance frameworks.