Binny Ltd has responded to an SEBI Administrative Warning Letter dated September 10, 2026, regarding the failure to disclose director resignations on time. The company attributed the delay to a complete absence of a functioning board between July 2024 and January 2025.

Regulatory Context and Violations

The Securities and Exchange Board of India (SEBI) issued the warning after finding that Binny Ltd violated Regulation 30 read with clause 7 of Part A of Schedule III, Annexure 18A of the SEBI Master Circular, and Regulation 4(1)(d), (e) & (g) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Specifically, SEBI noted:

• A two-day delay in disclosing the resignation of Mr. Nate Nanda as Non-Executive Non-Independent Director.
• A complete failure to disclose the resignations of Mr. M. Nandagopal, Mr. Arvind Nandagopal, and Mr. T. Krishnamurthy.

Explanation for Non-Compliance

In its reply dated September 22, 2026, Binny Ltd explained that on July 31, 2024, SEBI restricted Executive Chairman M. Nandagopal, Managing Director Arvind Nandagopal, and CFO T. Krishnamurthy from serving as directors. These individuals resigned immediately. Subsequently, two other non-executive directors resigned, and two independent directors were disqualified.

This resulted in the board falling below the minimum number required under Section 149 of the Companies Act, 2013, and SEBI (LODR) Regulations. The company approached the Madras High Court, which appointed Justice M. Sathyanarayanan (Retired) as Administrator to oversee the reconstitution of the board.

Timeline of Events

Company Response and Remedial Actions

Binny Ltd stated that during the interim period from July 2024 to January 2025, there was no executive setup to comply with SEBI requirements. The newly constituted board, which assumed charge in January 2025, initiated actions to resolve non-compliance issues. The company asserted there was no intention to withhold disclosures and that the delay was solely due to extraordinary circumstances.

The company noted that the matter had already been examined by SEBI's Corporation Finance Investigation Department (CFID) in October 2025. In compliance with SEBI's advice, Binny Ltd will make appropriate disclosures to stock exchanges under Regulation 30 read with clause 20(h) of Part A of Schedule III of the SEBI (LODR) Regulations and place the matter before its board in the ensuing meeting.

What the Numbers Show

The timeline reveals a five-month governance vacuum from July 31, 2024, to January 4, 2025, where the company lacked a legally constituted board to execute statutory disclosures. This structural gap directly correlates with the specific violations cited by SEBI, highlighting how regulatory restrictions on key personnel can cascade into broader compliance failures when judicial intervention is required to restore corporate governance mechanisms.

Binny Limited held its 57th Annual General Meeting on September 7, 2026. The meeting approved the company's financial statements for the fiscal year ended March 31, 2026.

The proceedings were conducted through video conference and other audio-visual means in compliance with Ministry of Corporate Affairs and SEBI circulars. Sathyanarayanan Balakrishnan, Whole-time Director, chaired the session.

Meeting Participation

As of the record date of August 31, 2026, Binny Limited had 12,063 shareholders. A total of 66 shareholders participated in the meeting via video conference.

No shareholders attended in person or through proxy.

Resolutions Passed

Shareholders passed three ordinary resolutions during the meeting:

• Adoption of Financial Statements along with the Board and Auditors' reports for FY26.
• Reappointment of Mr. Nutrajan Ramesh (DIN: 00356383) as a director following his retirement by rotation.
• Appointment of RLS & Associates, represented by proprietor Mr. Rajiblochan Sarangi, as Secretarial Auditors for five years from FY25 to FY29.

Voting Process

The company utilized Central Depository Services (India) Limited (CDSL) for remote e-voting. The voting window opened at 9:00 am on September 4, 2026, and closed at 5:00 pm on September 6, 2026. Mr. P. Sriram of SPNP & Associates served as the scrutinizer for the e-voting process.