Binny Mills Limited

Nature of the Event

Binny Mills Limited has submitted a disclosure to BSE Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure pertains to an off-market inter-se transfer of equity shares by way of gift among the promoter and immediate relatives of the promoter group.

Key Quantitative Figures

The transaction involves the acquisition of a total of 16,14,854 equity shares, representing 62.51% of the total paid-up equity share capital of the company.

The breakdown of acquisitions from the transferor, Mr. V R Venkataachalam (Promoter), is as follows:

  • T Amudha: 3,22,971 shares (12.502%)
  • Padma: 3,22,971 shares (12.502%)
  • Dr. Andal Arumugam: 3,22,971 shares (12.502%)
  • S Arundathi: 3,22,970 shares (12.502%)
  • Radha: 3,22,971 shares (12.502%)

Dates of Action

The intimation was received by the company on 22nd June, 2026.

The proposed date of acquisition is on or after 26th June, 2026.

Parties Involved

Transferor: Mr. V R Venkataachalam, a Promoter of the company.

Transferees (Acquirers):

  • T Amudha (Acquirer and Immediate relative of promoter)
  • Padma (Acquirer and Immediate relative of promoter)
  • Dr. Andal Arumugam (Acquirer, Promoter, and Immediate relative of other promoter)
  • S Arundathi (Acquirer and Immediate relative of promoter)
  • Radha (Acquirer and Immediate relative of promoter)

All acquirers are immediate relatives (sisters) of the transferor and members of the promoter group.

Purpose or Rationale

The stated rationale for the transfer is a private family arrangement for smooth succession planning.

Financial and Operational Impact

Price: The acquisition is by way of gift, executed via a gift deed. No consideration is involved.

Market Price Calculation: The requirement for volume-weighted average market price is stated as not applicable due to the nature of the transaction (gift).

Capital Structure Impact

Aggregate Holding: The disclosure explicitly states that the aggregate holding of the promoter and promoter group remains the same before and after the transfer.

Pre-Transaction Shareholding of Acquirers (as provided in Annexure):

  • Dr. Andal Arumugam: 8,987 shares (0.35%)
  • Namitha: 21 shares (0.00%)
  • Nandagopal: 1,615 shares (0.06%)
  • Shanmugam: 659 shares (0.03%)
  • Arthos Breweries Limited: 92,000 shares (3.56%)
  • TCP Limited: 63,670 shares (2.46%)
  • T Amudha, Padma, S Arundathi, Radha: 0 shares (0.00%)

Pre-Transaction Shareholding of Transferor:

  • V R Venkataachalam: 16,14,854 shares (62.51%)

Post-Transaction Shareholding of Acquirers:

  • T Amudha: 3,22,971 shares (12.502%)
  • Padma: 3,22,971 shares (12.502%)
  • Dr. Andal Arumugam: 3,31,958 shares (12.85%)
  • S Arundathi: 3,22,970 shares (12.502%)
  • Radha: 3,22,971 shares (12.502%)
  • Namitha: 21 shares (0.00%)
  • Nandagopal: 1,615 shares (0.06%)
  • Shanmugam: 659 shares (0.03%)
  • Arthos Breweries Limited: 92,000 shares (3.56%)
  • TCP Limited: 63,670 shares (2.46%)

Post-Transaction Shareholding of Transferor:

  • V R Venkataachalam: 0 shares (0.00%)

A footnote clarifies that the 16,14,854 shares held by Mr. Venkataachalam included 74,600 equity shares (2.89%) which he himself was due to acquire on or after 26.06.2026 before gifting them.

Undertakings and Declarations

An annexure (Annexure A) contains a signed declaration from all five acquirers. They undertake that:

1. All conditions specified under Regulation 10(1)(a) of the SEBI SAST Regulations for the exemption have been complied with.

2. The transferor and transferee have complied with the applicable disclosure requirements of Chapter V of the SAST Regulations.