Corporate Governance Report as on 31.12.2025
General Information & Compliance Overview
| Parameter | Details |
|---|---|
| Name of the entity | NACL Industries Limited |
| Financial Year / Quarter end | 01-04-2025 to 31-03-2026 | Quarter ended 31-12-2025 |
| Type of company | Equity |
| Risk management committee | Applicable |
| Market capitalisation category | Top 2000 listed entities |
| SCORE ID available | Yes (n00003) |
| Regular Chairperson status | No (Chairperson related to promoter, but not regular chairperson as per specific criteria) |
| Chairperson related to MD/CEO | No |
I. Composition of Board of Directors
| Sr | Name | DIN | Category 1 | Category 2 | Date of Birth | Tenure (months) | Disqualified? |
|---|---|---|---|---|---|---|---|
| 1 | ARUN ALAGAPPAN | 00291361 | Non-Executive – Non Independent | Chairperson related to Promoter | 19-07-1976 | — | No / Active |
| 2 | RAGHURAM DEVARAKONDA | 09749805 | Executive Director | CEO-MD | 17-03-1968 | — | No / Active |
| 3 | RAGHAVENDRA RAO BALAKRISHNA | 08508501 | Non-Executive – Independent | Not Applicable | 29-06-1963 | 4.23 | No / Active |
| 4 | SANKARASUBRAMANIAN | 01592772 | Non-Executive – Non Independent | Not Applicable | 16-05-1969 | — | No / Active |
| 5 | SURESH SUBRAMANIAN | 02070440 | Non-Executive – Independent | Not Applicable | 20-07-1960 | 4.23 | No / Active |
| 6 | SANJIV LAL | 08376952 | Non-Executive – Independent | Not Applicable | 06-03-1961 | 4.23 | No / Active |
| 7 | LAKSHMI KANTAM MANNEPALLI | 07831607 | Non-Executive – Independent | Not Applicable | 04-03-1955 | 23.09 | No / Active |
| 8 | NATARAJAN SRINIVASAN | 00123338 | Non-Executive – Non Independent | Not Applicable | 06-10-1957 | — | Resigned (14-10-2025) |
Director Resignation Note: Mr. Natarajan Srinivasan tendered his resignation w.e.f. 14-10-2025 (cessation due to Others). Board strength reduced accordingly.
II. Committee Composition (Audit, NRC, SRC, Risk, CSR & Banking)
Audit Committee (Regular Chairperson: Yes)
| DIN | Name | Category | Role | Appointment Date |
|---|---|---|---|---|
| 02070440 | SURESH SUBRAMANIAN | Independent Director | Chairperson | 08-08-2025 |
| 08508501 | RAGHAVENDRA RAO BALAKRISHNA | Independent Director | Member | 08-08-2025 |
| 09749805 | RAGHURAM DEVARAKONDA | Executive Director | Member | 08-08-2025 |
Nomination & Remuneration Committee (Regular Chairperson: Yes)
| DIN | Name | Category | Role | Appointment | Cessation (if any) |
|---|---|---|---|---|---|
| 02070440 | SURESH SUBRAMANIAN | Independent | Chairperson | 08-08-2025 | — |
| 00291361 | ALAGAPPAN ARUN | Non-Independent | Member | 10-10-2025 | — |
| 08508501 | RAGHAVENDRA RAO BALAKRISHNA | Independent | Member | 08-08-2025 | — |
| 00123338 | NATARAJAN SRINIVASAN | Non-Independent | Member | 08-08-2025 | 14-10-2025 (Resigned) |
Stakeholders Relationship Committee (Regular Chairperson: Yes)
| DIN | Name | Category | Role |
|---|---|---|---|
| 08508501 | RAGHAVENDRA RAO BALAKRISHNA | Independent | Chairperson |
| 09749805 | RAGHURAM DEVARAKONDA | Executive Director | Member |
| 01592772 | SANKARASUBRAMANIAN | Non-Independent | Member |
Risk Management Committee (Regular Chairperson: Yes)
| DIN | Name | Category | Role |
|---|---|---|---|
| 08376952 | SANJIV LAL | Independent | Chairperson |
| 07831607 | LAKSHMI KANTAM MANNEPALLI | Independent | Member |
| 09749805 | RAGHURAM DEVARAKONDA | Executive Director | Member |
Corporate Social Responsibility Committee
| DIN | Name | Role | Remarks |
|---|---|---|---|
| 00291361 | ALAGAPPAN ARUN | Chairperson (from 10-10-2025) | — |
| 09749805 | RAGHURAM DEVARAKONDA | Member | — |
| 08376952 | SANJIV LAL | Member | — |
| 00123338 | NATARAJAN SRINIVASAN | Former Chairperson | Resigned 14-10-2025 |
Other Committee (Banking Committee)
| DIN | Name | Role | Status |
|---|---|---|---|
| 00291361 | ALAGAPPAN ARUN | Chairperson | Active |
| 09749805 | RAGHURAM DEVARAKONDA | Member | Active |
| 01592772 | SANKARASUBRAMANIAN | Member | Active |
| 00123338 | NATARAJAN SRINIVASAN | Ex-Chairperson | Resigned 14-10-2025 |
Textual Info: Mr. Natarajan Srinivasan resigned on 14-10-2025 from various committees.
III. Board & Committee Meetings
Board Meetings (Quarterly details)
| Date | Max gap(days) | Quorum Met | Total Directors | Present | Independent present |
|---|---|---|---|---|---|
| 28-07-2025 | — | Yes | 11 | 10 | 6 |
| 07-08-2025 | 9 | Yes | 11 | 11 | 6 |
| 08-08-2025 | 0 | Yes | 11 | 11 | 6 |
| 24-10-2025 | 76 | Yes | 7 | 7 | 4 |
| 01-12-2025 | 37 | Yes | 7 | 7 | 4 |
Key Committee Meetings (Audit, NRC, Risk, Other)
| Committee | Meeting Date | Gap(days) | Quorum | Present (Directors) | Independent Present |
|---|---|---|---|---|---|
| Audit Committee | 28-07-2025 | — | Yes | 3 | 3 |
| Audit Committee | 07-08-2025 | 9 | Yes | 3 | 3 |
| Audit Committee | 08-08-2025 | 0 | Yes | 3 | 2 |
| Audit Committee | 24-10-2025 | 76 | Yes | 3 | 2 |
| Audit Committee | 01-12-2025 | 37 | Yes | 3 | 2 |
| Nomination & Remuneration | 11-07-2025 | — | Yes | 3 | 2 |
| Nomination & Remuneration | 08-08-2025 | 27 | Yes | 3 | 2 |
| Nomination & Remuneration | 24-10-2025 | 76 | Yes | 2 | 2 |
| Risk Management | 15-12-2025 | 13 | Yes | 3 | 2 |
| Banking Committee (Other) | 06-11-2025 | — | Yes | 3 | 0 |
| Banking Committee | 18-12-2025 | 41 | Yes | 3 | 0 |
| Securities Issue Committee | 08-12-2025 | — | Yes | 3 | 1 |
| Securities Issue Committee | 31-12-2025 | 22 | Yes | 2 | 1 |
V. Affirmations (LODR Compliance)
| # | Compliance Parameter | Status |
|---|---|---|
| 1 | Board composition as per SEBI LODR | Yes |
| 2a | Audit Committee composition compliant | Yes |
| 3b | Nomination & Remuneration Committee composition compliant | Yes |
| 4c | Stakeholders Relationship Committee compliant | Yes |
| 5d | Risk Management Committee (Top 1000) compliant | Yes |
| 6 | Committee members aware of roles & responsibilities | Yes |
| 7 | Board & committee meetings conducted as per LODR | Yes |
| 8 | Report placed before Board of Directors | Yes |
Investor Grievance Redressal (Annexure I Part B)
| Particulars | Count |
|---|---|
| Pending complaints at beginning of quarter | 0 |
| Complaints received during quarter | 1 |
| Disposed off during quarter | 1 |
| Unresolved at quarter end | 0 |
Disclosure of Imposition of Fine / Penalty (Quarter ended 31-Dec-2025)
| Sr | Authority | Nature of action | Date of order | Violation details | Impact (Amount) |
|---|---|---|---|---|---|
| 1 | BSE Limited | Penalty Imposed | 27-10-2025 | Regulation 29 – Delay in prior intimation of Board meeting | ₹10,000/- |
| 2 | National Stock Exchange of India Ltd | Penalty Imposed | 27-10-2025 | Regulation 29 – Delay in prior intimation of Board meeting | ₹10,000/- |
| 3 | BSE Limited | Penalty Imposed | 16-12-2025 | Regulation 23 – Non-compliance in related party transaction disclosure timeline | ₹55,000/- |
Total penalties reported during quarter: ₹75,000/- (complied with payment/disclosure as applicable)
Cyber Security Incidents (Reg 27(2)(ba))
| Incident / breach during quarter | No |
|---|---|
| Number of events | 0 |
Signatory & Certification
Name: Satish Kumar Subudhi
Designation: Company Secretary and Compliance Officer
Place: Hyderabad
Date: 22-01-2026
* The Corporate Governance report is prepared pursuant to SEBI Circular Dec 31, 2024 and Listing Regulations. All information derived from official filings and board records.
Notes: Mr. Natarajan Srinivasan resigned w.e.f 14-10-2025. Board strength reduced from 11 to 7 post resignation and subsequent changes. Risk management committee applicable as per top 1000 entity criteria. All committee compositions as on quarter end were compliant.
