Mangalore Refinery & Petroleum Limited has disclosed receiving non-compliance notices and fines from both major stock exchanges for violating board composition requirements during the third quarter of FY26. The company made this disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Non-Compliance Details

The notices from BSE Limited and National Stock Exchange of India Limited pertain to non-compliance with provisions of Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding board composition for the quarter ended December 31, 2025.

Company's Response and Waiver Request

MRPL has already submitted representations to both exchanges seeking waiver of the imposed fines. The company's request is based on its unique status as a Central Public Sector Enterprise (CPSE), where the nomination of directors on the board is exclusively handled by the Administrative Ministry.

The company emphasized that being a CPSE under the Ministry of Petroleum and Natural Gas, Government of India, the composition of its board is determined by the administrative ministry rather than through independent selection processes. This structural arrangement, inherent to public sector enterprises, forms the basis of MRPL's waiver application.

Regulatory Framework

The fines were levied under Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates specific board composition requirements for listed companies. These regulations are designed to ensure corporate governance standards and independent oversight in publicly traded entities.

The disclosure was made by Company Secretary Premachandra Rao G on March 2, 2026, fulfilling the company's obligation to inform stakeholders about material developments affecting regulatory compliance.

Mangalore Refinery and Petrochemicals Limited has officially announced that its board of directors will convene on March 3, 2026, to deliberate on the declaration of interim dividend for the financial year 2025-26. The meeting has been scheduled in accordance with Regulation 29 and 50 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Details

The company has formally communicated this development to both BSE and NSE through an official letter dated February 24, 2026. The board meeting will specifically consider whether to declare an interim dividend for shareholders during the current financial year.

Trading Window Closure

In compliance with the company's Code of Internal Procedures and Conduct for Prohibition of Insider Trading, MRPL has implemented a trading window closure for its equity shares. This measure ensures adherence to insider trading regulations during the period leading up to and following the board meeting.

Stock Exchange Communication

The official notification was addressed to both major stock exchanges where the company's securities are listed. The communication was directed to the Assistant General Manager of Listing Compliance at BSE Limited and the Compliance & Listing Department at National Stock Exchange of India Limited.

Company Profile

Mangalore Refinery and Petrochemicals Limited operates as a subsidiary of Oil and Natural Gas Corporation Limited and holds the status of a Schedule 'A' Government of India enterprise. The company maintains ISO 9001, 14001, and 50001 certifications, reflecting its commitment to quality, environmental, and energy management standards. The official communication was signed by Premachandra Rao G, Company Secretary, with digital signature authentication dated February 24, 2026.