Binny Limited has announced the resignation of its Company Secretary and Compliance Officer, CS Sudhir Anand, effective from the close of business hours on January 5, 2026. The resignation was submitted due to personal reasons, marking the end of his tenure as a Key Managerial Personnel (KMP) of the company.

Resignation Details

CS Sudhir Anand, holding membership number A10202, formally tendered his resignation through a letter dated January 5, 2026. The resignation became effective immediately from the close of business hours on the same day. In his resignation letter, Anand expressed gratitude to the Board of Directors and the entire team for the opportunity to serve the company during his tenure.

Regulatory Compliance

Binny Limited has informed BSE Limited about this development in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The notification was signed by Sathya Narayanan Balakrishnan, Whole Time Director with DIN 06620068, and submitted to the Corporate Service Department of BSE Limited on January 6, 2026.

The company provided comprehensive details as required under the SEBI regulations, including the reason for change, date of cessation, and other mandatory disclosures. The resignation falls under the category of cessation due to personal reasons rather than removal or other circumstances.

Transition Process

In his resignation letter, Anand committed to ensuring a smooth handover of his duties and extending full cooperation to facilitate a seamless transition. He also requested the Board to accept his resignation and initiate necessary formalities, including settling dues as per the appointment letter terms and filing required forms with the Registrar of Companies.

The resignation comes shortly after his appointment, as referenced in the appointment letter dated December 5, 2025. Anand had served the company for approximately one month before submitting his resignation due to personal circumstances. The company is expected to initiate the process of appointing a new Company Secretary to fulfill the regulatory requirements.

Binny mills has submitted its secretarial compliance report for the financial year ended March 31, 2024, under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report, conducted by practicing company secretary Rajiblochan Sarangi of RLS & Associates, reveals several compliance violations and regulatory challenges faced by the textile company during the review period.

Regulatory Violations and Board Constitution Issues

The report highlights significant governance challenges during FY24. The company experienced multiple litigations and faced a SEBI case filed in 2021 concerning financial irregularities for the years 2013-14 to 2020-21. This case culminated in a SEBI order dated July 31, 2024. These issues resulted in the Board of Directors not being duly constituted during 2023-24, along with improper formation of statutory committees, leading to violations of SEBI (LODR) Regulations 2015.

Financial Penalties and Delayed Submissions

Binny Limited incurred substantial penalties from BSE for delayed regulatory filings during the review period:

The report also notes that shareholding patterns for quarters ended December 31, 2023, and March 31, 2024, were filed after the due dates.

SEBI Actions and Market Restrictions

SEBI has taken significant enforcement action against the company under sections 11(4A) and 11B(2) read with sections 15HA and 15HB of the SEBI Act. The regulatory action includes:

• Imposition of penalties on the company, promoters, directors, and CFO
• Two-year ban from accessing securities markets from July 31, 2024
• Prohibition from buying, selling, or dealing in securities directly or indirectly
• Restriction from association with any listed company or SEBI registered intermediary as director or key managerial person

Compliance Status and Observations

Despite the violations, the report indicates compliance in several areas:

However, the company's website was not properly updated with all required information, and financial results for FY24 were not submitted in XBRL format as required under Regulation 33.

Additional Non-Compliance Issues

The report identifies two additional significant non-compliance matters:

• Financial results and statements for FY24 were not submitted in XBRL format under the 'Integrated Financials' section on the stock exchange portal
• The company failed to convene its Annual General Meeting by the September 30, 2024 deadline

Subsidiary Information

Binny Limited has one subsidiary, Binny New Re Energy Limited, which has yet to commence business operations. The subsidiary was classified as non-material for disclosure purposes.

The secretarial compliance report emphasizes that since the company's securities were not listed as of March 31, 2024, the entity was not technically required to obtain this report. However, it was submitted as a matter of prudence following the prescribed format under SEBI regulations.