Corporate Governance Report as on 30.09.2025
General Information about Company
| Particulars | Details |
|---|---|
| Scrip code | 524709 |
| NSE Symbol | NACLIND |
| MSEI Symbol | NOTLISTED |
| ISIN | INE295D01020 |
| Name of the entity | NACL Industries Limited |
| Financial Year | 01-04-2025 to 31-03-2026 |
| Reporting Quarter Type | Half Yearly |
| Date of Quarter Ending | 30-09-2025 |
| Type of company | Equity |
| Annexure I (Part A) – Compliance Report on CG | Yes |
| Annexure I (Part B) – Investor Grievance | Yes |
| Annexure I (Part C) – Acquisition of Shares in Unlisted Cos | No (Not Applicable) |
| Annexure I (Part D) – Imposition of Fine/Penalty | No (Not Applicable) |
| Annexure I (Part E) – Tax Litigations/Disputes | Yes |
| Annexure I (Part F) – Loans/Guarantees etc. | No (Not Applicable) |
| Risk Management Committee | Applicable (Top 2000 entity) |
| Market Capitalisation Category | Top 2000 listed entities |
| SCORE ID Available | Yes (n00003) |
| Type of Submission | Original |
I. Composition of Board of Directors
Regular Chairperson: Yes | Chairperson not related to MD/CEO
| Sr | Name of Director | DIN | Category | Role / Remarks | Date of Birth |
|---|---|---|---|---|---|
| 1 | Lakshmi Raju | 00545776 | Non-Executive – Non Independent Director | - | 06-11-1974 |
| 2 | Sudhakar Kudva | 02410695 | Non-Executive – Independent Director | Member - Audit, NRC | 06-12-1950 |
| 3 | Atul Churiwal | 00180595 | Non-Executive – Nominee Director | - | 23-12-1963 |
| 4 | Rajesh Kumar Agarwal | 00210719 | Non-Executive – Nominee Director | - | 28-09-1969 |
| 5 | Ramkrishna Mudholkar | 00012850 | Non-Executive – Independent Director | - | 10-04-1959 |
| 6 | Sambasiva Rao Nannapaneni | 06400663 | Non-Executive – Independent Director | Member - Audit Committee | 01-07-1955 |
| 7 | Veni Mocherla | 08082163 | Non-Executive – Independent Director | Member - CSR Committee | 22-12-1975 |
| 8 | Raj Kaul | 00394139 | Non-Executive – Non Independent Director | - | 30-10-1942 |
| 9 | Santanu Mukherjee | 07716452 | Non-Executive – Independent Director | Chairperson - Audit & NRC | 29-12-1956 |
| 10 | Lakshmi Kantam Mannepalli | 07831607 | Non-Executive – Independent Director | Member - Risk Committee | 04-03-1955 |
| 11 | Garimella Veera Bhadram | 00114611 | Executive Director | - | 17-06-1958 |
| 12 | Natarajan Srinivasan | 00123338 | Non-Executive – Non Independent Director | Chairperson related to Promoter | 06-10-1957 |
| 13 | Raghuram Devarakonda | 09749805 | Executive Director | CEO & MD | 17-03-1968 |
| 14 | Sankarasubramanian S | 01592772 | Non-Executive – Non Independent Director | - | 16-05-1969 |
| 15 | Suresh Subramanian | 02070440 | Non-Executive – Independent Director | Chairperson - Audit, NRC | 20-07-1960 |
| 16 | B Raghavendra Rao | 08508501 | Non-Executive – Independent Director | Member - Stakeholders Committee | 29-06-1963 |
| 17 | Sanjiv Lal | 08376952 | Non-Executive – Independent Director | Chairperson - Risk Management | 06-03-1961 |
Disqualification Status (Sec 164): All directors (1 to 17) are NOT disqualified and hold Active status as per Companies Act, 2013.
Audit Committee Details
Regular Chairperson: Yes
| Sr | DIN Number | Name of Committee members | Category | Role | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 07716452 | Santanu Mukherjee | Independent Director | Chairperson | 27-11-2023 | 08-08-2025 | Resigned |
| 2 | 02410695 | Sudhakar Kudva | Independent Director | Member | 07-02-2012 | 08-08-2025 | Resigned |
| 3 | 06400663 | Sambasiva Rao Nannepaneni | Independent Director | Member | 26-03-2020 | 08-08-2025 | Resigned |
| 4 | 02070440 | Suresh Subramanian | Independent Director | Chairperson | 08-08-2025 | - | - |
| 5 | 08508501 | B Raghavendra Rao | Independent Director | Member | 08-08-2025 | - | - |
| 6 | 09749805 | Raghuram Devarakonda | Executive Director | Member | 08-08-2025 | - | - |
Nomination and Remuneration Committee
| Sr | DIN Number | Name | Category | Role | Appointment Date | Cessation Date | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 07716452 | Santanu Mukherjee | Independent | Chairperson | 27-11-2023 | 08-08-2025 | Resigned |
| 2 | 02410695 | Sudhakar Kudva | Independent | Member | 21-03-2020 | 08-08-2025 | Resigned |
| 3 | 00545776 | Lakshmi Raju | Non-Independent | Member | 27-05-2017 | 08-08-2025 | Resigned |
| 4 | 02070440 | Suresh Subramanian | Independent | Chairperson | 08-08-2025 | - | - |
| 5 | 00123338 | Natarajan Srinivasan | Non-Independent | Member | 08-08-2025 | - | - |
| 6 | 08508501 | B Raghavendra Rao | Independent | Member | 08-08-2025 | - | - |
Stakeholders Relationship Committee
| Sr | DIN Number | Name | Category | Role | Appointment Date | Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 02410695 | Sudhakar Kudva | Independent | Chairperson | 14-08-2024 | 08-08-2025 | Resigned |
| 2 | 00545776 | Lakshmi Raju | Non-Independent | Member | 27-05-2017 | 08-08-2025 | Resigned |
| 3 | 00114611 | Garimella Veera Bhadram | Executive | Member | 12-03-2025 | 08-08-2025 | Resigned |
| 4 | 08508501 | B Raghavendra Rao | Independent | Chairperson | 08-08-2025 | - | - |
| 5 | 09749805 | Raghuram Devarakonda | Executive | Member | 08-08-2025 | - | - |
| 6 | 01592772 | Sankarasubramanian S | Non-Independent | Member | 08-08-2025 | - | - |
Risk Management Committee
| Sr | DIN Number | Name | Category | Role | Appointment Date | Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 02410695 | Sudhakar Kudva | Independent | Chairperson | 22-10-2014 | 08-08-2025 | Resigned |
| 2 | 99999999 | Anish T Mathew | CFO | Member | 01-07-2025 | 08-08-2025 | Resigned |
| 3 | 00114611 | Garimella Veera Bhadram | Executive | Member | 12-03-2025 | 08-08-2025 | Resigned |
| 4 | 08376952 | Sanjiv Lal | Independent | Chairperson | 08-08-2025 | - | - |
| 5 | 07831607 | Lakshmi Kantam Mannepalli | Independent | Member | 08-08-2025 | - | - |
| 6 | 09749805 | Raghuram Devarakonda | Executive | Member | 08-08-2025 | - | - |
Corporate Social Responsibility Committee
| Sr | DIN Number | Name | Category | Role | Appointment Date | Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 02410695 | Sudhakar Kudva | Independent | Chairperson | 13-11-2014 | 08-08-2025 | Resigned |
| 2 | 00545776 | Lakshmi Raju | Non-Independent | Member | 27-05-2017 | 08-08-2025 | Resigned |
| 3 | 08082163 | Veni Mocherla | Independent | Member | 26-03-2020 | 08-08-2025 | Resigned |
| 4 | 00114611 | Garimella Veera Bhadram | Executive | Member | 12-03-2025 | 08-08-2025 | Resigned |
| 5 | 00123338 | Natarajan Srinivasan | Non-Independent | Chairperson | 08-08-2025 | - | - |
| 6 | 09749805 | Raghuram Devarakonda | Executive | Member | 08-08-2025 | - | - |
| 7 | 08376952 | Sanjiv Lal | Independent | Member | 08-08-2025 | - | - |
III. Meetings of Board of Directors & Committees
Board Meetings
| Sr. No. | Meeting Date(s) | Max Gap (days) | Quorum Met | Total Directors | Directors Present | Independent Present |
|---|---|---|---|---|---|---|
| 1 | 28-05-2025 | - | Yes | 11 | 10 | 6 |
| 2 | 28-07-2025 | 60 | Yes | 11 | 10 | 6 |
| 3 | 07-08-2025 | 9 | Yes | 11 | 11 | 6 |
| 4 | 08-08-2025 | 0 | Yes | 11 | 11 | 6 |
Committee Meetings
| Sr | Committee | Meeting Date(s) | Max Gap (days) | Quorum | Directors Present | Independent Present |
|---|---|---|---|---|---|---|
| 1 | Audit Committee | 27-05-2025 | - | Yes | 3 | 3 |
| 2 | Audit Committee | 27-07-2025 | 60 | Yes | 3 | 3 |
| 3 | Audit Committee | 07-08-2025 | 10 | Yes | 3 | 3 |
| 4 | Audit Committee | 08-08-2025 | 0 | Yes | 3 | 3 |
| 5 | Nomination & Remuneration | 11-07-2025 | - | Yes | 3 | 2 |
| 6 | Nomination & Remuneration | 08-08-2025 | 27 | Yes | 3 | 2 |
| 7 | Risk Management | 16-04-2025 | - | Yes | 2 | 2 |
| 8 | Risk Management | 26-05-2025 | 39 | Yes | 2 | 2 |
| 9 | CSR Committee | 26-05-2025 | - | Yes | 4 | 2 |
| 10 | Independent Directors Meeting | 21-07-2025, 29-07-2025 | - | Yes | 6 | 6 |
V. Affirmations (LODR Compliance)
| Sr | Subject | Compliance Status |
|---|---|---|
| 1 | Board composition as per SEBI LODR | Yes |
| 2a | Audit Committee composition | Yes |
| 3b | Nomination & Remuneration Committee | Yes |
| 4c | Stakeholders Relationship Committee | Yes |
| 5d | Risk Management Committee (Top 1000) | Yes |
| 6 | Committee members aware of powers & roles | Yes |
| 7 | Board & Committee meetings conducted per LODR | Yes |
| 8 | Report placed before Board of Directors | Yes |
Investor Grievance Details & Cyber Security
| Particulars | Count |
|---|---|
| Pending complaints at beginning of Quarter | 0 |
| Complaints received during Quarter | 0 |
| Complaints disposed off during Quarter | 0 |
| Unresolved at Quarter end | 0 |
| Cyber Security Incidents (Reg 27(2)(ba)): No incidents or breaches reported during the quarter. | |
Disclosure of Updates to Ongoing Tax Litigations or Disputes (Part E)
| Sr. No. | Name of the opposing party | Date of initiation | Current Status | |
|---|---|---|---|---|
| 1 | Addl. Commissioner (Appeals), Visakhapatnam | 01-08-2007 | 4% SAD against DEPB and Target Plus License (Period: Jul-06 to Mar-07) | |
| 2 | Pending with CESTAT, Bangalore | 25-03-2011 | CESTAT dismissed appeal. Appeal pending in Hon'ble High Court of A.P. | |
| 3-8 | Pending with The Commissioner(Appeals), Guntur, Central Tax & Customs, Visakhapatnam Sub Office (6 matters)他们 | Dec 2020 to Dec 2020他们 | Appeals filed and pending with Commissioner (Appeals), Guntur他们 | |
| 9 | Addl. Commissioner of Central Tax (Appeals), Vijayawada | 27-06-2023 | Appeal rejected. Company will file appeal in Tribunal once constituted | |
| 10 | Additional Commissioner of GST & Central Excise (Appeals), Trichy, Tamilnadu | 20-09-2023 | Appeal filed against the order in original | |
| 11 | Commissioner (Appeals), GST Bhavan, Ambawadi, Ahmedabad | 29-03-2024 | Appeal filed against the order in original | |
| 12,14,17 | Various authorities (GST Amnesty Scheme cases) | Various | Tax demand paid under protest; application filed under GST amnesty scheme 2024 for waiver of interest and penalty | |
| 22-25 | Income Tax matters - CIT Appeals | Various | Appeals pending / rectification petitions filed | |
| 26-36 | Sales Tax / Entry Tax matters (Truck seizures, F-Forms, Entry Tax on oil imports) | Various | Appeals pending before Appellate Authorities / High Court | |
The Company has provided details of ongoing tax litigations as per SEBI circular. The Company believes these matters will not have a material impact on financial operations. Provisions made wherever required.
Signatory Details
Name of signatory: Satish Kumar Subudhi
Designation: Company Secretary and Compliance Officer
Place: Hyderabad
Date: 27-10-2025
This Corporate Governance Report is prepared in compliance with SEBI Circular dated December 31, 2024, and Regulation 27(2) of SEBI (LODR) Regulations, 2015. The information is based on official records and disclosures submitted to stock exchanges.
SCORE ID: n00003 | Market Cap Category: Top 2000 Listed Entities | Reporting Type: Half Yearly (Original)
