Regulatory Action Details
The Securities and Exchange Board of India (SEBI) issued an administrative warning to the company for non-compliance with Regulation 23(4) read with Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Specific Violation
The company entered into material related party transactions with Ghanta Foods Private Limited that exceeded the materiality thresholds:
- Financial Year 2023-24: Transactions worth ₹59.57 crore (exceeded threshold of ₹30.32 crore)
- Financial Year 2024-25: Transactions worth ₹61.31 crore (exceeded threshold of ₹33.25 crore)
The materiality threshold was calculated at ten percent of the annual consolidated turnover as per the last audited financial statements.
Voting Irregularity
At the 40th Annual General Meeting (29th September 2023) and 42nd Annual General Meeting (30th September 2025), resolutions approving these related party transactions were declared passed after counting 28,86,429 votes cast in favor by the promoter and promoter group. Every member of the promoter and promoter group is a deemed related party under the first proviso to Regulation 2(1)(zb) of the LODR Regulations, and their votes should have been excluded as required by Regulation 23(4).
SEBI Directive
SEBI has warned the company to be careful in future and improve its compliance standards to avoid recurrence of such instances. Failure to do so may result in appropriate enforcement action being initiated in accordance with the law.
Additional Requirements
The company is required to:
- Disclose this letter to the stock exchange under Regulation 30 of the LODR Regulations
- Place the letter before its Board of Directors at its next meeting
Financial Impact
Financial impact not quantified in the disclosure beyond the transaction values mentioned.
#Tags: #BambinoAgro #SEBI #RegulatoryCompliance #LODRRegulations #Negative