BSECompany Update1d ago · 5 Nov 2026, 10:27 am
Detailed disclosure Attached
Bambino Agro Industries Ltd · 519295
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Bambino Agro Industries Ltd received an administrative warning from SEBI for non-compliance with Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, due to material related party transactions with Ghanta Foods Private Limited without prior shareholder approval.
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Bambino Agro Industries Ltd - 519295 - Disclosure Under Regulation 30 Of SEBI (LODR) Regulations, 2015.
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®_ DIL Ka
BamL
00D MoOD!
ESTD. 1983
5th November, 2026
The General Manager
Department of Corporate Services
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai — 400 001.
Scrip Code: 519295
Subject: Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015.
Dear Sir/Madam,
Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, please find enclosed
herewith the Administrative Warning Letter dated 30" October 2026, received by us on 4™
November, 2026 for your information and records.
Thanking you,
Yours faithfully,
For Bambino Agro Industries Limited
Sweety Rai
Company Secretary & Compliance Officer
Encl.: As above.
gana, India. Ph
bambinoz
Sgs arredrn wRagfy sz Rz &
A— Securities and Exchange Board of India
General Manager
Division of Supervision, Enforcement and Complaints - I (SEC-1)
Corporation Finance Department
Issue Number: 1/24802/2026
October 30, 2026
Through E-mail and SPAD
Bambino Agro Industries Limited
4E, Surya Towers, Sardar Patel Road,
Secunderabad - 500 003, Telangana.
Kind Attention: Mrs. Sweety Rai, Company Secretary and Compliance Officer
Sub: Administrative warning in relation to non-compliance with Regulation 23(4) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Sir/Madam,
- 1. It has come to the notice of the Securities and Exchange Board of India (SEBI) that
Bambino Agro Industries Limited (“the Company”) entered into material related party
transactions with Ghanta Foods Private Limited, as set out below.
2. Under the first proviso to Regulation 23(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("LODR Regulations™), as it then stood.
a related party transaction is material if the transactions in a financial year exceed ten
per cent of the annual consolidated turnover as per the last audited financial
statements, or rupees one thousand crore, whichever is lower. Under Regulation
23(4), all material related party transactions require prior approval of the
shareholders, and “no related party shall vote to approve such resolutions whether the
entity is a related party to the particular transaction or not”.
3. As per Form AOC-2 in the Company’s annual reports, its transactions with Ghanta
Foods Private Limited were Rs 59.57 crore in the financial year 2023-24 and Rs 61.31
crore in the financial year 2024-25. The materiality thresholds for those years, at ten
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SEBI Bhavan, “G" Block, Bandra Kurla Complex, Mumbai — 400 051
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Securities and Exchange Board of India Continuat
per cent of the revenue from operations of the preceding year, were Rs 30.32 crore
and Rs 33.25 crore. The transactions were, therefore, material related party
transactions.
4. At the 40th Annual General Meeting held on September 29, 2023 and the 42nd
Annual General Meeting held on September 30, 2025, the resolutions approving the
Company’s related party transactions, including those with Ghanta Foods Private
Limited, were declared passed after counting 28,86,429 votes cast in favour by the
promoter and promoter group. Every member oft he promoter and promoter group is a
deemed related party under the first proviso to Regulation 2(1)(zb) of the LODR
Regulations.
w The Company is, therefore, observed not to have complied with Regulation 23(4) read
with Regulation 23(1) of the LODR Regulations.
6. The aforesaid non-compliance has been viewed seriously. The Company is hereby
warned to be careful in future and to improve its compliance standards to avoid
recurrence of such instances, failing which appropriate enforcement action may be -
initiated in accordance with the law.
7. The Company is advised to disclose this letter to the stock exchange under Regulation
30 of the LODR Regulations and to place it before its Board of Directors at its next
meeting.
Yours faithfully,
General Manager
The issuance of this document may be verified on the web-page accessible through the OR code prinied here or from the link
- hitps: vwwsebi.gov.in sebiwe bidms-authentication-v2. html