Binny Mills Limited has scheduled its 19th Annual General Meeting (AGM) for Monday, August 31, 2026, to transact ordinary and special business items critical to its corporate governance structure. The meeting, conducted via Video Conferencing (VC) or Other Audio Visual Means (OAVM), requires shareholders to cast votes on the re-appointment of director T. Yeswanth and the regularization of Dr. T. Bhasker Raj as a non-executive, non-independent director. These appointments aim to stabilize the Board’s composition following the rotation retirement of Mr. Yeswanth and the interim appointment of Dr. Raj in July 2026.

The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Binny Mills Limited informed BSE Limited of the meeting details on August 5, 2026. The company’s scrip code on the exchange is 535620. To determine eligibility for voting rights, the Register of Members and Share Transfer Books will remain closed from Tuesday, August 25, 2026, to Monday, August 31, 2026. The cut-off date for e-voting is Friday, August 24, 2026.

Key Agenda Items

Shareholders will consider two primary resolutions during the AGM:

• Re-appointment of T. Yeswanth: Pursuant to Section 152(6) of the Companies Act, 2013, T. Yeswanth (DIN 05343532) retires by rotation. Being eligible, he offers himself for re-appointment as a non-executive, non-independent director. The explanatory statement notes his expertise in real estate development and corporate strategy.
• Regularization of Dr. T. Bhasker Raj: The Board previously appointed Dr. T. Bhasker Raj (DIN 02724086) as an Additional Director with effect from July 31, 2026. Shareholders must now approve his appointment as a Director (Non-Executive, Non-Independent) liable to retire by rotation. Dr. Raj brings extensive experience in medicine and healthcare management, which the Board believes adds value to the company’s strategic direction.

Voting and Participation Details

The remote e-voting period begins on August 28, 2026, at 9:00 a.m. and ends on August 30, 2026, at 5:00 p.m. Members holding shares as of the cut-off date can vote via the Central Depository Services (India) Ltd (CDSL) platform. Those who have not voted remotely may do so during the live VC/OAVM session. Physical attendance is dispensed with under MCA Circulars, and proxy facilities are not available for this virtual meeting.

Governance and Compliance

The statutory auditors, M/s. Ramesh & Ramachandran, Chartered Accountants, hold office until the conclusion of the 20th AGM, appointed for a five-year term starting from the 15th AGM. Similarly, M/s. Elangovan & Associates serves as the Secretarial Auditor until the 23rd AGM. No resolutions for ratification of these auditors are proposed, as per the Companies (Amendment) Act, 2017. K. Elangovan, Practising Company Secretary, has been appointed as the Scrutinizer to ensure a fair and transparent e-voting process.

Binny Mills Limited reported a net loss of ₹1,942.66 lakh for the financial year ended March 31, 2026 (FY26), compared to a net loss of ₹1,270.55 lakh in the previous year. Despite the widening loss, revenue from operations rose significantly to ₹855.66 lakh from ₹632.18 lakh, driven largely by a net gain of ₹204.93 lakh on financial instruments measured at fair value through profit and loss. The company’s total income stood at ₹958.85 lakh against total expenses of ₹2,686.26 lakh.

The widening loss was primarily attributed to high finance costs and provisions related to pending litigations. Finance costs surged to ₹1,889.64 lakh from ₹1,266.38 lakh in the prior year, with dividend on preference shares accounting for ₹1,266.38 lakh. Additionally, the company recorded a provision of ₹36.52 lakh towards labour compensation following an award by the Additional Labour Court, Chennai, in a case involving the Chennai Perunagar Jananayaka Thozhilalar Sangam. Statutory auditors Ramesh & Ramachandran noted that while no principal repayments were made on loans to related parties, management assessed that credit risk had not significantly increased.

Segment Performance

The company operates across three divisions: Warehousing, Showrooms, and Textiles. The Warehousing division remained the primary profit center, generating a net profit of ₹262.55 lakh, marginally up from ₹261.15 lakh in the previous year. Rental income from this division decreased by approximately 6.64% to ₹270.68 lakh.

The Showrooms division turned profitable, earning a net profit of ₹5.62 lakh against a net loss of ₹2.21 lakh in the prior year. Sales from showrooms increased by approximately 26.59% to ₹184.96 lakh. Conversely, the Textiles division reported a net profit of ₹2.64 lakh, recovering from a net loss of ₹11.03 lakh, although sales declined slightly by 1.82% to ₹195.09 lakh.

Balance Sheet and Cash Flow

As of March 31, 2026, total assets stood at ₹41,999.28 lakh, down from ₹40,648.69 lakh in the previous year. Non-current assets totaled ₹17,198.05 lakh, including investment property valued at ₹15,905.49 lakh. Current assets amounted to ₹24,801.23 lakh, with cash and cash equivalents decreasing to ₹67.13 lakh from ₹71.82 lakh.

Total liabilities were ₹41,999.28 lakh, comprising non-current liabilities of ₹17,860.55 lakh and current liabilities of ₹24,138.73 lakh. The company holds 28,14,18,142 9% Cumulative Redeemable Preference Shares aggregating to ₹14,070.91 lakh, redeemable on or before May 12, 2030. Outstanding dues to creditors other than micro and small enterprises under non-current liabilities stood at ₹3,350.00 lakh.

Cash flow from operating activities resulted in a net outflow of ₹355.82 lakh, compared to an inflow of ₹2,633.53 lakh in the previous year. Investing activities generated a net cash inflow of ₹454.13 lakh, primarily from interest received and rent received. Financing activities saw a net outflow of ₹100.00 lakh due to borrowings.

Corporate Governance and AGM

The 19th Annual General Meeting is scheduled for August 31, 2026, to be held via Video Conferencing. Shareholders will vote on the re-appointment of T. Yeswanth as a non-executive non-independent director and the regularization of Dr. T. Bhasker Raj as a director. Remote e-voting will be open from August 28, 2026, to August 30, 2026. The Board did not recommend any dividend for FY26.

What the Numbers Show

A critical observation is the divergence between operational performance and bottom-line results. While the core business segments—Warehousing, Showrooms, and Textiles—collectively generated a modest operational profit, the overall financial position was heavily impacted by non-operational factors. Specifically, finance costs exceeded total revenue, indicating that the cost of servicing existing liabilities, particularly preference share dividends, outweighs the income generated from operations. This structural imbalance suggests that profitability improvements in trading or rental segments are currently insufficient to offset fixed financial obligations.