HMT Limited has been penalized by both major Indian stock exchanges for failing to comply with board composition requirements during the quarter ended December 31, 2025. The government-owned company disclosed receiving fine notices from BSE Limited and National Stock Exchange of India Limited (NSE) under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Fine Details and Regulatory Violation

The stock exchanges have imposed significant penalties on HMT Limited for non-compliance with board governance norms. The violation specifically relates to Regulation 17(1) of SEBI (LODR) Regulations, 2015, which mandates proper composition of the Board of Directors.

The regulatory breach occurred because HMT Limited did not have the requisite number of independent directors on its Board of Directors during the specified quarter, violating SEBI's corporate governance requirements.

Company's Response and Remedial Actions

HMT Limited has initiated steps to address the regulatory non-compliance and seek relief from the imposed penalties. The company is following the prescribed procedures under stock exchange guidelines to resolve the matter.

Key Actions Undertaken:

• Application for waiver of fines imposed by both stock exchanges
• Following provisions of SOP Circular issued by Stock Exchanges
• Formal request to Administrative Ministry for director appointments
• Compliance initiative to meet SEBI regulatory requirements

Government Company Constraints

As a Government of India undertaking, HMT Limited faces unique challenges in board composition management. The company operates under specific governance structures that require government intervention for director appointments.

The Administrative Ministry has been formally requested to appoint the requisite number of independent directors, including one independent woman director, to ensure the company's board composition aligns with SEBI regulations.

Regulatory Compliance Framework

The disclosure was made pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, demonstrating the company's commitment to transparency. HMT Limited continues to work toward achieving full regulatory compliance while operating within the constraints of its government ownership structure.

HMT Limited has released its unaudited financial results for the quarter and nine months ended December 31, 2025, presenting a mixed performance picture across its standalone and consolidated operations. The Board of Directors approved these results at their meeting held on February 9, 2026.

Standalone Financial Performance

The company's standalone operations demonstrated resilience with improved profitability metrics. Net profit for Q3 FY26 reached ₹670 lakhs, maintaining consistency with the previous year's Q3 performance of ₹659 lakhs.

For the nine-month period, standalone operations showed stronger performance with net profit increasing to ₹2005 lakhs from ₹1798 lakhs in the corresponding period of FY25, representing an improvement of 11.51%.

Consolidated Operations Face Challenges

Consolidated results painted a different picture, with the company reporting significant losses across all reporting periods. The consolidated net loss for Q3 FY26 was ₹2724 lakhs compared to ₹5128 lakhs loss in Q3 FY25.

Despite the losses, the consolidated operations showed improvement compared to the previous year, with reduced losses in both quarterly and nine-month periods.

Segment-wise Performance Analysis

The consolidated segment information revealed varied performance across business verticals:

Key Financial Metrics

Earnings per share from continuing operations on a standalone basis was ₹0.19 for Q3 FY26, matching the previous year's performance. For the nine-month period, EPS improved to ₹0.56 from ₹0.51 in the corresponding period of FY25.

On a consolidated basis, the company reported a loss per share of ₹0.77 for Q3 FY26, an improvement from the ₹1.44 loss per share in Q3 FY25.

Regulatory and Operational Updates

The company highlighted the impact of New Labour Codes effective from November 21, 2025, noting that the Government of India is in the process of notifying related rules. HMT has created provisions for gratuity in respect of fixed-tenure employees in line with guidance from the Institute of Chartered Accountants of India.

Additionally, the company wrote off ₹1807 lakhs as bad debt related to uncertain interest on loans provided to HMT Marine Tools Ltd for the period April 2025 to December 2025, following Board approval in September 2025.

The financial results were subject to limited review by MKPS & Associates LLP, Chartered Accountants, and were approved by the company's Board of Directors on February 9, 2026.