Garware Technical Fibres Limited has been penalized by both major Indian stock exchanges for regulatory non-compliance related to board composition requirements. The company received identical fines totaling ₹1.94 lakh each from the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on November 28, 2025.

Regulatory Non-Compliance Details

The fines were imposed for violation of Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the quarter ended September 30, 2025. The specific non-compliance involved the company's failure to maintain proper board composition, particularly the absence of a woman independent director.

Board's Response and Clarification

At the Board meeting held on February 11, 2026, the directors provided detailed observations regarding the regulatory notices. The Board emphasized that proactive steps were initiated by the Nomination and Remuneration Committee well in advance to appoint a new woman independent director, anticipating the exit of Ms. Mallika Sagar upon completion of her two consecutive terms.

The company had recommended Ms. Kirti Dharmesh Mangwani for appointment as Additional Director (Non-Executive Independent Director) at the Nomination and Remuneration Committee meeting held on April 29, 2025. Subsequently, the company submitted an application to the Directorate General of Civil Aviation (DGCA) on May 19, 2025, seeking mandatory security clearance.

Compliance Restoration

The Board clarified that the delay in appointment was solely attributable to the time taken by DGCA to issue security clearance, which was beyond the company's control. Upon receiving the required clearance, Ms. Kirti Dharmesh Mangwani was immediately appointed with effect from November 25, 2025.

Exchange Actions and Requirements

Both exchanges have mandated payment of the fines within 15 days of the notice date. Failure to comply may result in:

• Freezing of entire promoter shareholding in the company and other securities
• Potential shifting of trading to 'Trade for Trade' basis (Z Category) for consecutive defaults
• Additional penalties as per the master circular provisions

The company has been advised to place the matter before the Board and submit the Board's comments to the exchanges for dissemination. The exchanges have also provided options for waiver applications, subject to compliance achievement and payment of processing fees.

Corporate Governance Impact

The Board reaffirmed that the company acted diligently and in good faith throughout the process. The temporary non-compliance was entirely due to regulatory factors beyond the company's control, and compliance was achieved at the earliest permissible opportunity upon receipt of the required DGCA clearance.

Garware Technical Fibres Limited announced its unaudited standalone and consolidated financial results for the quarter and nine months ended December 31, 2025. The company demonstrated strong profitability growth in Q3FY26 despite a marginal decline in revenue from operations.

Financial Performance Overview

The company's standalone performance showed mixed results with improved profitability metrics. Net profit for Q3FY26 increased significantly to ₹5,396.09 lakhs compared to ₹4,239.20 lakhs in Q3FY25, representing a growth of 27.29%. However, revenue from operations declined to ₹33,980.95 lakhs from ₹35,265.55 lakhs in the corresponding quarter of the previous year.

Nine Months Performance

For the nine months ended December 31, 2025, the company reported standalone net profit of ₹15,644.80 lakhs compared to ₹16,276.47 lakhs in the corresponding period of the previous year. Revenue from operations for the nine-month period was ₹1,04,750.56 lakhs against ₹1,11,375.41 lakhs in the previous year.

Segment-wise Performance

The company operates through two main business segments. The synthetic cordage segment generated revenue of ₹26,754.14 lakhs in Q3FY26 compared to ₹27,791.63 lakhs in Q3FY25. The fibre and industrial products & projects segment contributed ₹7,958.57 lakhs versus ₹8,228.13 lakhs in the corresponding quarter last year.

Consolidated Results

On a consolidated basis, the company reported net profit of ₹5,621.66 lakhs for Q3FY26 against ₹4,776.81 lakhs in Q3FY25. Consolidated revenue from operations increased to ₹38,724.71 lakhs from ₹35,071.90 lakhs in the previous year quarter. The consolidated basic earnings per share stood at ₹5.66 compared to ₹4.81 in Q3FY25.

Corporate Actions and Developments

The Board of Directors declared an interim dividend of ₹8 per equity share of face value ₹10 each for the financial year 2025-26, which was paid on November 28, 2025. The company had allotted 7,94,12,676 equity shares as bonus shares on January 6, 2025, to eligible shareholders on the record date of January 3, 2025.

During the period, Garware Technical Fibres UK Pvt. Ltd. acquired 100% equity share capital of Offshore & Trawl System AS, Norway and Advanced Mooring System AS, Norway on July 7, 2025. The consolidated financial results include the operations of these newly acquired entities.