# SEBI Warns Bambino Agro Over Related-Party Approvals Worth ₹61.31 Crore in FY25

> SEBI issued an administrative warning to Bambino Agro Industries over related-party transactions of ₹61.31 crore in FY25 approved.

- Published: 2026-11-05T05:54:08+00:00
- Section: Regulation & Approvals
- Author: News Desk
- URL: https://newsforagent.com/news/2026-11-05/bambino-agro-sebi-related-party-warning
- Source: [ScanX](https://scanx.trade/stock-market-news/companies/sebi-warns-bambino-agro-related-party-transaction-non-compliance/55400948)

## Key takeaways

- SEBI issued an administrative warning to Bambino Agro Industries for failing to obtain shareholder approval for material related party transactions with Ghanta Foods Private Limited.
- Transactions with Ghanta Foods totaled ₹59.57 crore in FY24 and ₹61.31 crore in FY25, both above the materiality thresholds of ₹30.32 crore and ₹33.25 crore.
- SEBI found that resolutions at the 40th AGM on September 29, 2023, and the 42nd AGM on September 30, 2025, were passed on votes cast by the promoter and promoter group.

Bambino Agro Industries received an administrative warning from the Securities and Exchange Board of India for failing to obtain shareholder approval for material related party transactions with Ghanta Foods Private Limited, which totaled ₹59.57 crore in FY24 and ₹61.31 crore in FY25. [ScanX](https://scanx.trade/stock-market-news/companies/sebi-warns-bambino-agro-related-party-transaction-non-compliance/55400948) reported the warning on November 5, 2026.

## How the Ghanta Foods Approvals Were Passed

SEBI found that the company breached Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which requires prior shareholder approval for material related party transactions and bars any related party from voting on such resolutions. According to Form AOC-2 disclosures in the company's annual reports, the Ghanta Foods transactions exceeded the materiality threshold of ten percent of annual consolidated turnover or ₹1,000 crore, whichever is lower. The threshold was ₹30.32 crore in FY24 and ₹33.25 crore in FY25, against transaction values of ₹59.57 crore and ₹61.31 crore respectively.

SEBI observed that resolutions at the 40th Annual General Meeting on September 29, 2023, and the 42nd Annual General Meeting on September 30, 2025, were declared passed on votes cast by the promoter and promoter group. Every member of the promoter and promoter group is deemed a related party under Regulation 2(1)(zb). SEBI directed the company to improve its compliance standards to avoid further enforcement action and advised it to disclose the warning letter to stock exchanges under Regulation 30 and place it before its Board of Directors at the next meeting.

## Bambino's Packaged-Foods Business

[Bambino](https://akta.pro/company-profiles/003gbzh/bambino) Agro Industries Limited is a publicly listed Indian packaged-foods manufacturer producing pasta, vermicelli, macaroni, instant mixes, and soy-based products, serving Indian households through multi-channel retail and quick-commerce, supplying Indian defence canteens, and exporting to more than 18 countries. According to akta.pro [company records](https://akta.pro/company-data), the company reported full-year net sales of Rs 393.68 crore for FY26 ended March 2026 and full-year net profit of Rs 10 crore, up 8.58%. Standalone quarterly net sales for Q4 FY26 were Rs 98.61 crore, up 6.79% year-over-year from Rs 92.34 crore.

## Earlier Filings From Bambino Agro

In August 2026, Bambino Agro Industries received a three-month extension from the Registrar of Companies Hyderabad to hold its 43rd Annual General Meeting for FY26, with the new deadline set for December 31, 2026, ScanX reported. The ROC cited an NCLT order from June 11, 2026, as the ground for the extension. In May 2026, the company reported standalone March 2026 net sales of Rs 98.61 crore, a 6.79% increase year-over-year from Rs 92.34 crore in March 2025, according to Moneycontrol.com.

## Bambino's December 31 AGM Deadline

The 43rd Annual General Meeting for FY26 is due by December 31, 2026, under the ROC extension. The company said the specific date for the AGM will be communicated separately.

## Companies in this story

- [Bambino company profile](https://akta.pro/company-profiles/003gbzh/bambino) · website: http://bambinoagro.com

---
News for Agent · https://newsforagent.com/llms.txt