Integrated Governance

KIOCL Limited

General information about company
Scrip code	540680
NSE Symbol	KIOCL
MSEI Symbol	KIOCL
ISIN	INE880L01014
Date of start of financial year	01-04-2025
Date of end of financial year	31-03-2026
Reporting Quarter Type	Yearly
Date of Quarter Ending	31-03-2026
Type of company	Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?	false	No acquisition of shares or voting rights was carried out by the company
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?	true
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?	false	During the Quarter ended 31.12.2025,company has no outstanding litigations/disputes
Risk management committee	true
Market Capitalisation as per immediate previous Financial Year	Top 500 listed entities
Is SCORE ID Available ?	true
SCORE Registration ID	k00381
Reason For No SCORE ID
Type of Submission	Original
Remarks (website dissemination)

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

true

Whether Chairperson is related to MD or CEO

true

Disqualification of Directors under section 164 of the Companies Act, 2013

Sr no.

Title(Mr/Ms)

Name of the Director

Category 1 of directors

Category 2 of directors

Category 3 of directors

Whether the director is disqualified?

Start Date of disqualification

End Date of disqualification

Details of disqualification

Current status

Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]

Date of passing special resolution

Initial Date of appointment

Date of Re-appointment

Date of cessation

Tenure of director(in months)

No of Directorship in listed entities including this listed entity(Refer Regulation 17A of Listing Regulations)

No of Independent Directorship in listed entities including this listed entity(Refer Regulation 17A(1) of Listing Regulations

Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)

No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)

Reason for Cessation

Notes for not providing PAN

Notes for not providing DIN

VENKAT KIRAN GANTI

Executive Director

Chairperson

CEO-MD

false

Active

01-06-2024

BINAY KRUSHNA MAHAPATRA

Executive Director

Not Applicable

false

Active

30-08-2022

CHANGDEV SUKHADEV KAMBLE

Non-Executive - Independent Director

Not Applicable

false

Active

Yes

29-09-2025

01-11-2022

15-04-2025

GOPALAKRISHNAN GANESAN

Non-Executive - Non Independent Director

Not Applicable

false

Active

11-06-2025

Annexure I

Disclosure of notes on composition of committees explanatory

Textual Information(1)

Text Block

Textual Information(1)

Consequent to the lack of Independent Directors on the Board of KIOCL as 30.9.2025, the company is not in a position to re-constitute the Audit and Nomination and Remuneration Committee of the Board as per SEBI (LODR) Regulations, 2015 and the provisions of Companies Act, 2013. The Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee of the company have been reconstituted w.e.f 15.04.2025.

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson						false
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	VENKAT KIRAN GANTI	Executive Director	Member	09-05-2023

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	CHANGDEV SUKHADEV KAMBLE	Non-Executive - Independent Director	Chairperson	15-04-2025
2	BINAY KRUSHNA MAHAPATRA	Executive Director	Member	21-10-2022
3	VENKAT KIRAN GANTI	Executive Director	Member	09-05-2023

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	CHANGDEV SUKHADEV KAMBLE	Non-Executive - Independent Director	Chairperson	15-04-2025
2	BINAY KRUSHNA MAHAPATRA	Executive Director	Member	17-04-2024
3	VENKAT KIRAN GANTI	Executive Director	Member	09-05-2023
4	VENKAT KIRAN GANTI	Executive Director	Member	24-05-2025		Textual Information(1)

Text Block

Textual Information(1)

Shri Venkat Kiran Ganti has been entrusted with the additional charge of the post of Director (Finance), in addition to his existing additional charge as Director (Production & Projects). Accordingly, by virtue of holding both these positions, he is a member of the Risk Management Committee and the Corporate Social Responsibility (CSR) Committee in both capacities. As such, his name appears twice in the composition of these committees, once in the capacity of Director (Finance) and again in the capacity of Director (Production & Projects).

Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	CHANGDEV SUKHADEV KAMBLE	Non-Executive - Independent Director	Chairperson	15-04-2025
2	VENKAT KIRAN GANTI	Executive Director	Member	09-05-2023
3	VENKAT KIRAN GANTI	Executive Director	Member	25-04-2025		Textual Information(1)

Text Block

Textual Information(1)

Shri Venkat Kiran Ganti has been entrusted with the additional charge of the post of Director (Finance), in addition to his existing additional charge as Director (Production & Projects). Accordingly, by virtue of holding both these positions, he is a member of the Risk Management Committee and the Corporate Social Responsibility (CSR) Committee in both capacities. As such, his name appears twice in the composition of these committee, sonce in the capacity of Director (Finance) and again in the capacity of Director (Production & Projects).

Annexure I
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present*(All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	14-11-2025			true	4	4	1
2	13-01-2026	59		true	4	4	1
3	12-02-2026	29		true	4	4	1

Annexure I
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Risk Management Committee	13-08-2025				true	3	3	1	0
2	Risk Management Committee	07-03-2026	205			true	3	3	1	0

Annexure I
V. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	false
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	false
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	false
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 listed entities)	Yes
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I
Sr	Subject	Compliance status
1	Name of signatory	Clafton Siddharth
2	Designation	Company Secretary and Compliance Officer

Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		false
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.	Date of the event	Brief details of the event
No records available

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I.Disclosure on website in terms of LODR Regulation
Sr	Item	Compliance status (Yes/No/NA)	If status is 'No' details of non-compliance may be given here.	Web address
1.1	Details of business	Yes		https://www.kioclltd.in/data.php?id=72
1.2	Memorandum of Association and Articles of Association	Yes		https://www.kioclltd.in
1.3	Brief profile of board of directors including directorship and full-time positions in body corporates	Yes		https://www.kioclltd.in/table.php?id=128
2	Terms and conditions of appointment of independent directors	Yes		https://www.kioclltd.in/data.php?id=437
3	Composition of various committees of board of directors	Yes		https://www.kioclltd.in/data.php?id=130
4	Code of conduct of board of directors and senior management personnel	Yes		https://www.kioclltd.in/table.php?id=384
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		https://www.kioclltd.in/table.php?id=279
6	Criteria of making payments to non-executive directors	NA
7	Policy on dealing with related party transactions	Yes		https://www.kioclltd.in/table.php?id=280
8	Policy for determining 'material' subsidiaries	NA
9	Details of familiarization programmes imparted to independent directors	Yes		https://www.kioclltd.in/table.php?id=222
10	Email address for grievance redressal and other relevant details	Yes		https://www.kioclltd.in/data.php?id=343
11	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		https://www.kioclltd.in/data.php?id=343&lang=IN
12	Financial results	Yes		https://www.kioclltd.in/table.php?id=267
13	Shareholding pattern	Yes		https://www.kioclltd.in/table.php?id=277
14	Details of agreements entered into with the media companies and/or their associates	NA
15.1	(I) Schedule of analyst or institutional investor meet (II) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.	NA
15.2	Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means	NA
16	New name and the old name of the listed entity	NA
17	Advertisements as per regulation 47 (1)	Yes		https://www.kioclltd.in/table.php?id=350
18	Credit rating or revision in credit rating obtained	Yes		https://www.kioclltd.in/table.php?id=272
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	NA
20	Secretarial Compliance Report	Yes		https://www.kioclltd.in/table.php?id=272&lang=IN
21	Materiality Policy as per Regulation 30 (4)	Yes		https://www.kioclltd.in/data.php?id=437
22	Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)	Yes		https://www.kioclltd.in/data.php?id=437
23	Disclosures under regulation 30(8)	Yes		https://www.kioclltd.in/table.php?id=272&lang=EN
24	Statements of deviation(s) or variations(s) as specified in regulation 32	NA
25	Dividend Distribution policy as per Regulation 43A(1)	Yes		https://www.kioclltd.in/table.php?id=282
26.1	Annual return as provided under section 92 of the Companies Act, 2013	Yes		https://www.kioclltd.in/data.php?id=191
26.2	Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021	NA
27	Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)	Yes		https://www.kioclltd.in/data.php?id=437
28	Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating	Yes		https://www.kioclltd.in/data.php?id=437
29	Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block]

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is 'No' details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility'	16(1)(b)	Yes
2	Board composition	17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)	No	There are no Independent Directors constituting at least one-half of the Board, and the Company currently does not have a Woman Independent Director on its Board.
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	NA
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	No	There are no Independent Directors on the Board of KIOCL. Hence, the minimum requirements for composition of Audit Committee cannot be fulfilled.
16	Meeting of Audit Committee	18(2)	No	There are no Independent Directors on the Board of KIOCL. Since there is no Audit Committee, no meetings of Audit Committee can be held.
17	Role of Audit Committee and information to be reviewed by the audit committee	18(3)	NA
18	Composition of nomination & remuneration committee	19(1) & (2)	No	There are no Independent Directors on the Board of KIOCL. Hence, the minimum requirements for composition of Nomination and Remuneration Committee cannot be fulfilled.
19	Quorum of Nomination and Remuneration Committee meeting	19(2A)	No	There are no Independent Directors on the Board of KIOCL. Since there is no Nomination and Remuneration Committee,the quorum requirements are not met.
20	Meeting of Nomination and Remuneration Committee	19(3A)	No	There are no Independent Directors on the Board of KIOCL. Since there is no Nomination and Remuneration Committee, no meetings of Nomination and Remuneration Committee can be held.
21	Role of Nomination and Remuneration Committee	19(4)	Yes
22	Composition of Stakeholder Relationship Committee	20(1), 20(2) & 20(2A)	Yes
23	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
24	Role of Stakeholders Relationship Committee	20(4)	Yes
25	Composition and role of risk management committee	21(1),(2),(3),(4)	Yes
26	Meeting of Risk Management Committee	21(3A)	Yes
27	Quorum of Risk Management Committee meeting	21(3B)	Yes
28	Gap between the meetings of the Risk Management Committee	21(3C)	Yes
29	Vigil Mechanism	22	Yes
30	Policy for related party Transaction	23(1), (1A), (5), (6), & (8)	Yes
31	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	NA
32	Approval for material related party transactions	23(4)	NA
33	Disclosure of related party transactions on consolidated basis	23(9)	NA
34	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
35	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
36	Alternate Director to Independent Director	25(1)	NA
37	Maximum Tenure	25(2)	Yes
38	Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism	25(2A)	NA
39	Meeting of independent directors	25(3) & (4)	No	As there is only one Independent director, no meetings of independent directors were held.
40	Familiarization of independent directors	25(7)	Yes
41	Declaration from Independent Director	25(8) & (9)	Yes
42	Directors and Officers insurance	25(10)	Yes
43	Confirmation with respect to appointment of Independent Directors who resigned from the listed entity	25(11)	NA
44	Memberships in Committees	26(1)	Yes
45	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
46	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
47	Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity	26(6)	NA
48	Vacancies in respect Key Managerial Personnel	26A(1) & 26A(2), 26A(3)	Yes
Any other information to be provided

Annexure II
1	Name of signatory	Clafton Siddharth
2	Designation	Company Secretary and Compliance Officer

Annexure II
III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	NA
Any other information to be provided

Annexure II
1	Name of signatory	Clafton Siddharth
2	Designation	Company Secretary and Compliance Officer

Signatory Details
Name of signatory	Clafton Siddharth
Designation of person	Company Secretary and Compliance Officer
Place	Bengaluru
Date	21-04-2026

Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter		0
No. of investor complaints received during the Quarter		0
No. of investor complaints disposed off during the Quarter		0
No. of investor complaints those remaining unresolved at the end of the Quarter		0

Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr.No.	Name of the unlisted company in which shares or voting rights have been acquired	Date of acquisition	Aggregate holding (% shares or voting rights) as at the end of the previous quarter	% shares or voting rights acquired during the quarter	Aggregate holding (% shares or voting rights) as at the end of the quarter
No records available

Disclosure of Imposition of Fine or Penalty The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:)

Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:")
Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr.No.	Name of the opposing party	Date of initiation of the litigation / dispute	Status of the litigation / dispute as per last disclosure	Current status of the litigation / dispute
No records available