Binny Mills promoters plan inter-se gift of 16.14 lakh shares

Binny Mills disclosed an inter-se transfer of 16,14,854 equity shares from promoter VR Venkataachalam to five immediate relatives. The transfer, constituting 62.51% of the total paid-up equity share capital, is scheduled for on or after June 26, 2026, through an off-market transaction by way of gift. The acquisition is a private family arrangement aimed at smooth succession planning.

The transaction falls under the exemption provided by Regulation 10(1)(a)(i) and Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Consequently, the acquirers are not required to make an open offer. The company submitted the necessary disclosures under Regulation 10(5) of the SEBI (SAST) Regulations to BSE Limited on June 22, 2026.

Shareholding Details

The transfer involves the distribution of shares among VR Venkataachalam's sisters, who are immediate relatives and members of the promoter group. The following table outlines the changes in shareholding:

Shareholder	Category	Shares Before Transaction	% Before	Shares After Transaction	% After
T Amudha	PAC	-	-	3,22,971	12.502%
Padma	PAC	-	-	3,22,971	12.502%
Dr. Andal Arumugam	PAC	8,987	0.35%	3,31,958	12.852%
S Arundathi	PAC	-	-	3,22,970	12.502%
Radha	PAC	-	-	3,22,971	12.502%
V R Venkataachalam	Promoter	16,14,854	62.51%	-	-
Namitha	PAC	21	0.00%	21	0.00%
Nandagopal	PAC	1,615	0.06%	1,615	0.06%
Shanmugam	PAC	659	0.03%	659	0.03%
Arthos Breweries Limited	PAC	92,000	3.56%	92,000	3.56%
TCP Limited	PAC	63,670	2.46%	63,670	2.46%

Transfer Breakdown

The total shares transferred by VR Venkataachalam include 74,600 equity shares (2.89%) which he is set to acquire from another promoter, V Sengutuvan, on or after June 26, 2026. The specific allocation of the 16,14,854 shares to the transferees is as follows:

T Amudha: 3,22,971 shares
Padma: 3,22,971 shares
Dr. Andal Arumugam: 3,22,971 shares
S Arundathi: 3,22,970 shares
Radha: 3,22,971 shares

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
0.0%	0.0%	-8.11%	+10.17%	+3.77%	+261.70%

Binny Mills reported a widened net loss of ₹1,942.66 lakh for the financial year ended March 31, 2026, compared to a net loss of ₹1,270.55 lakh in the previous year. The company's financial performance was significantly impacted by a surge in finance costs, which rose to ₹1,889.64 lakh from ₹1,266.38 lakh in FY25. Total income for the year increased to ₹958.85 lakh from ₹723.78 lakh in the prior year, supported by higher income from operations.

Financial Performance

The company's total expenses for FY26 stood at ₹2,686.26 lakh, up from ₹1,995.17 lakh in the previous year. While revenue from operations improved to ₹855.66 lakh from ₹632.18 lakh, the sharp increase in finance costs and other expenses to ₹412.98 lakh resulted in a loss before tax of ₹1,727.41 lakh. The basic and diluted earnings per share for the year were reported at (₹75.20).

Particulars	FY26 (₹ in Lakhs)	FY25 (₹ in Lakhs)
Total Income	958.85	723.78
Total Expenses	2,686.26	1,995.17
Profit/(Loss) before tax	(1,727.41)	(1,271.39)
Net Profit/(Loss)	(1,942.66)	(1,270.55)

Board Decisions and Auditor Appointment

The Board of Directors, in its meeting held on May 22, 2026, approved the audited financial results for the quarter and year ended March 31, 2026. Additionally, the Board appointed M/s T Balaji and Associates, Chartered Accountants, as the internal auditor for the financial year 2026-2027. The firm brings approximately 16 years of experience in internal audit, statutory audit, and tax audit services.

Audit Observations and Provisions

The statutory auditors, Ramesh and Ramachandran, issued an unmodified opinion on the financial statements. However, they drew attention to several material matters, including the extension of a loan to a related party and the granting of additional loans aggregating ₹1.50 crores. The company also made provisions for liabilities arising from a demerger scheme amounting to ₹9.73 crores and for potential litigation costs related to rent disputes and labour court awards. Despite a court ruling in the company's favour regarding a rent dispute, provisions of ₹28.05 lakhs were retained in the books.