Binny Mills Limited has made a regulatory disclosure to BSE Limited regarding a Family Settlement Agreement among promoter family members.

The Company received a letter dated 20th June 2026 from some of its promoters and their immediate relatives, informing about the execution of a Memorandum recording prior oral Family Arrangement (MoFA) on 19 June 2026.

Parties Involved

The MoFA involves two groups of family members who are all legal descendants of Late Mr. N.P.V. Ramasamy Udayar and family members of Mr. V.R. Venkataachalam:

VRV Group:

  • Mr. V.R. Venkataachalam
  • Mrs. Radha Venkataachalam
  • Mr. V. Sengutuvan
  • Mrs. Samyukta

Sisters Group (sisters of Mr. V.R. Venkataachalam):

  • Mrs. T. Amudha
  • Mrs. Padma
  • Mrs. Radha
  • Dr. Andal Arumugam
  • Mrs. S. Arundathi

All parties constitute promoters or members of the promoter group of the Company or their immediate relatives.

Purpose of Agreement

The MoFA was executed to ensure continuity, harmony, stability, clarity of rights, and orderly succession within the family. It records the manner in which shareholding, control, and management participation in Binny Mills Limited will be realigned between the VRV Group and the Sisters.

Significant Terms of Agreement

Share Transfer:

  • The aggregate equity shareholding of the VRV Group in the Company (16,14,854 equity shares) shall be transferred to the Sisters
  • The aggregate preference shareholding of the VRV Group in the Company (96,000 preference shares) shall be transferred to the Sisters

Board Composition Changes:

  • Subject to applicable law, VRV Group and/or their nominees shall resign as directors on the Board of Directors
  • Sisters and/or their nominees shall constitute the majority of the Board of Directors
  • Sisters shall be entitled to nominate the Managing Director of the Company

Brand Name Arrangement:

  • Sisters shall not object to the assignment of the trademark and brand name "Binny" owned by the Company to Mr. V.R. Venkataachalam or to an entity controlled by him, subject to necessary corporate and regulatory approvals
  • Implementation or non-implementation of brand/trademark assignment shall not affect the completion or validity of the share transfers or change in board constitution

SPR Constructions Undertaking:

  • Following completion of share transfers and board constitution changes, the Sisters shall provide an undertaking to SPR Constructions regarding completion of sale transaction between BML and SPR Constructions
  • This requirement is recorded only to ensure continuity of obligations of BML and does not create, amend, or modify commercial terms of the underlying transaction or create any new liability for BML

Impact on Management and Control

The shareholding of the Company will be realigned such that its management and control will transfer from VRV Group to the Sisters.

Financial and Liability Impact

The Company is not a party to the MoFA and has not undertaken any liability. Quantification of liability is not applicable.

Related Party Transaction Status

The MoFA does not constitute a related party transaction as it has been entered into inter se among promoter family members, and the Company is not a party.

Shareholding Reference

The shareholding of the relevant parties in the Company is as per the latest shareholding pattern disclosed to BSE Limited as on March 31, 2026.

Disclosure Compliance

The disclosure was signed by G. Geetha, Company Secretary and Compliance Officer, and submitted to BSE Limited on June 20, 2026.