Updates

SEC/48/2017-63 September 09, 2026 The Manager The Manager Compliance Department Compliance Department BSE Limited The National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Tower Exchange Plaza Dalal Street Bandra-Kurla Complex, Bandra (East) Mumbai – 400 001 Mumbai – 400 051 Scrip Code/ Symbol: 540678/COCHINSHIP Dear Sir/Madam, Subject: Comments of the Board of Directors of the Company w.r.t the fine imposed by the Stock Exchanges for non-appointment of independent directors and consequent non-compliances under the SEBI LODR Regulations 1. This is with reference to the fine imposed by BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (“Stock Exchanges”) aggregating to Rs. 9,66,420 each (including GST @ 18%) for non-compliance with Regulation 17(1) (Composition of Board of Directors – absence of sufficient number of Independent Directors) and Regulations 18 and 19 (Non-compliance with the constitution of Audit Committee and Nomination and Remuneration Committee) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) during the quarter ended June 30, 2026. 2. Pursuant to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, the Stock Exchanges have advised the Company that the above matter shall be placed before the Board of Directors of the Company and the comments made by the Board shall be duly disseminated on the Exchange portal. 3. Accordingly, the aforesaid matter was placed before the Board of Directors of the Company at their meeting held on September 09, 2026. The Board took note of the same and acknowledged the fact that the power to appoint Directors on the Board of the Company vests with the Government of India. The Board noted that the Ministry of Ports, Shipping and Waterways, Government of India, vide their letter No. SY-11012/1/2016-CSL dated August 17, 2026, appointed Dr. Vani Ahluwalia (DIN: 11754971) as a Non-official (Independent) Director on the Board of CSL. Following her induction, the Company has reconstituted the Audit Committee and the Nomination and Remuneration Committee in line with the SEBI LODR Regulations. 4. The Board advised that since the said non-compliances were neither due to the negligence/ default by the Company nor within the control of the management of the Company and has now complied with the provisions of Regulations 18 and 19 (Constitution of the Audit Committee and the Nomination and Remuneration Committee) of the SEBI LODR Regulations, appropriate requests for waiver of fines imposed under the said provisions of the SEBI LODR Regulations may be filed with the Stock Exchanges. The Board also noted that the appointment of the remaining four independent directors is awaited from the Government of India and constant efforts are being made to meet the compliance requirements. 5. The Board further advised to continue following up the matter with the Administrative Ministry and also to file appropriate waiver requests with the Stock Exchanges, once compliance is achieved, as per the extant Policy for Exemption of Fines. 6. The above is for your information and record please. Thanking you, For Cochin Shipyard Limited