Requisite disclosure is enclosed.
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Awaiting price reaction for this filing.
Andrew Yule & Company has received a notice from BSE dated 29th May 2025 imposing a fine of Rs. 13,92,400 for non-compliance with SEBI LODR regulations during the quarter ended 31st March 2025. The non-compliance relates to regulations on board composition, quorum of board meetings, and constitution of audit, nomination & remuneration, stakeholders relationship, and risk management committees. This was because all three Independent Directors ceased on the Board w.e.f. 2nd November 2024 after completing their three-year tenure, leaving no Independent Directors. The company has requested BSE to waive the fine, citing that as a Central Public Sector Enterprise under the Ministry of Heavy Industries, the power to appoint directors lies with the President of India. The company has also taken up the matter with the administrative ministry to appoint the required Independent Directors.
The fine of ~Rs. 13.9 lakh is relatively small and unlikely to materially affect the stock price. The key risk for shareholders is ongoing governance non-compliance due to the absence of Independent Directors, which could attract further penalties or regulatory action if the board reconstitution is delayed.