Binny Mills Ltd Directors Report

To,

The Members of the Company,

Your Directors have pleasure in presenting the Seventeenth Annual Report and the Audited Financial Statements of your Company for the financial year ended 31 st March, 2026.

FINANCIAL SUMMARY [pursuant to Rule 8(5)(i) of the Companies (Accounts) Rules, 2014]

Based on Ind AS compliant Financial Statements

Particulars	31 st March 2026	31 st March 2025
	(In Rs. lakhs)	(In Rs. lakhs)
Revenue from operations	855.66	632.18
Other income	103.20	91.60
Profit / (loss) before Finance cost, Depreciation and Exceptional item	164.13	(1.77)
Finance costs	1,889.64	1,266.38
Profit / (loss) before Depreciation and Exceptional item	(1,725.51)	(1,268.15)
Depreciation	1.90	3.24
Profit / (loss) before Tax and Exceptional item	(1,727.41)	(1,271.39)
Exceptional item	-	-
Profit / (loss) after Exceptional item before Tax	(1,727.41)	(1,271.39)
Provision for Tax (including Deferred tax)	215.25	(0.84)
Profit / (loss) after Tax	(1,942.66)	(1,270.55)
Other comprehensive income (loss)	(0.22)	(0.19)
Total comprehensive income / (loss) for the year	(1,942.43)	(1,270.36)

OPERATIONS

The members may be aware that pursuant to the Demerger Scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the Company, with effect from 1 st January 2010, the appointed date as per the Demerger Scheme.

The Company operates in 3divisions viz., Warehousing, Showrooms and Textiles. The Warehousing division has rented its warehouses and is deriving rental income from it. The Showrooms are engaged in retail selling of textile materials. The Textiles division is engaged in selling textile materials, particularly uniform materials, bed spreads, and other textile varieties. Earlier the Company operated in 4 divisions including Agencies. The agencies division was engaged in business of selling tarpaulin, raincoats and bags. Presently the Company does not have agencies division and functions with other 3 divisions mentioned above.

For the year 2025-26, the Rental income from Warehousing division was Rs.270.68 lakhs as against Rs. 289.92 in the previous year. Rental income decreased by 6.64% approximately. The sales made by the

Showrooms division were Rs.184.96 lakhs as against Rs. 146.11 lakhs in the previous year, a increase by26.59% approximately. The Textiles division made sales of Rs. 195.09 lakhs as against Rs. 198.71 lakhs in the previous year, a decrease by 1.82% approximately.

The aggregate amount of revenue from rent, sales and operating income were Rs.650.73 lakhs as against Rs. 632.18 lakhs in the previous year.

The warehouse division has made a net profit of Rs. 262.55 lakhs as against net profit of Rs. 261.15 lakhs in the previous year, the showrooms division has earned a net profit of Rs. 5.62 lakhs as against a net loss of Rs. 2.21 lakhs in the previous year and the textiles division has made a net profit of Rs 2.64 lakhs as against a net loss of Rs. 11.03 lakhs in the previous year.

The Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) had become applicable to the Company from the financial year 2017-18 onwards. Accordingly, the financial statements for the year ended 31 st March 2026 have been prepared and presented after complying with the applicable Ind AS requirements.

PREFERENCE SHARES

The 28,14,18,142, 9% Cumulative Redeemable Preferences shares (CRPS) of Rs.5/- each aggregating to Rs.140,70,90,718/- will be redeemable on or before 12 th May, 2030.

The preference shareholders and the shares held by them as on 31 st March, 2026

Name of the Shareholders	Number of Shares
TCP Limited	27,60,54,066
Thiruvalluvaar Textiles Pvt.Ltd	52,64,076
Shri.V.R.Venkataachalam	32,000
Smt.V. Radha	32,000
Shri.V.Sengutvan	32,000
Shri.V.Rajasekaran	1,000
Shri.D.Prasanamoorthy	1,000
Shri.S.Varadharajan	1,000
Smt.B.Meenakumari	1,000
Total	28,14,18,142

DIVIDEND ON EQUITY SHARES

The Board of Directors considered the financial position of the company and did not recommended dividend for the year 2025-26.

COMPANYS PERFORMANCE

Considering the difficult macro-economic conditions and challenging business environment, the Companys performance during the year under review was satisfactory.

FUTURE PLANS

The Company has plans to improve its sales performance in the Textile Division by focusing on whole sale customers while retaining the existing retail customers. The Company has plans to procure bulk orders for its Textile division in order to improve the sales and profit. The Company has plans to attract new customers for its retail textile sale. The Company also have plans to develop and make use of the Warehouse space to attract clients and derive the maximum benefit and income. In the retail segment, the company plans to attract new customers through an expanded product range, improved customer service, and targeted marketing initiatives, while maintaining strong relationship with its existing customers. The company also proposes to strengthen its retail trading activities by expanding the range of textile products, identifying new sourcing opportunities, and enhancing its market presence to later to evolving customer preferences and increase revenue.

BOARD OF DIRECTORS

Directors Retirement By Rotation:

Shri V.R.Venkataachalam Executive and non-independent Director (DIN:00037524), retires by rotation and re-appointed at the 18 th Annual General Meeting held on 29 th August 2025.

Director Appointment made during the year:

Shri Ashwath Naroth (DIN:05343532) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 14 th Feburary 2025 and was regularized as a Independent Director of the Company at the Extra-ordinary General Meeting held on 22 nd May 2025.

Shri Thillainayagam Yeswanth (DIN: 01236613) was appointed as the Additional Director of the Company (Non-Executive and Non- Independent) at the Board Meeting held on 14 th Feburary 2025 and was regularized as a Director of the Company at the Extra-ordinary General Meeting held on 22 nd May 2025.

Directors Resignation/Retirement made during the year:

None of the Directors tendered his/her resignation during the financial year.

STATUTORY AUDIT

M/s.Ramesh & Ramachandran, Chartered Accountants, Chennai (Firm Registration No. 002981S) the Statutory Auditors of the Company, were appointed as the Auditors at the Fifteenth Annual General Meeting of the Company held on 30 th September, 2022 for a period of five years and they shall hold office till the conclusion of the 20 th Annual General Meeting to be held in the year 2027.

The Companies (Amendment) Act, 2017, has amended section 139 of the Companies Act, 2013 by omitting the first proviso to section 139 (1) which provided for ratification of appointment of auditor by the members at every Annual General Meeting. The amendment has been notified to have come into effect from 7 th May 2018. Due to this, there is no need for ratification by the members the appointment of auditors at every Annual General Meeting till the completion of the five year term.

SECRETARIAL AUDIT

The Board has appointed Shri K. Elangovan,, Company Secretary in Practice, Chennai, (Certificate of Practice No: 3552 and Membership No.: FCS 1808) to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the term of 5 years consecutive financial year commencing form financial year 2025-26 to financial year 2029-2030. The Secretarial Audit Report is annexed to this report as Annexure I.

INTERNAL AUDIT

The Board of Directors has appointed M/s.T.Balaji and Associates, Chartered Accountant, as an Internal Auditor at the Board Meeting dated 29 th May 2025 for conduction internal audit for the financial year 2025-26.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing regulations, the Company has formulated and established a Whistle Blower Policy / Vigil Mechanism for providing a mechanism under which an employee and director of the Company may report their genuine concerns or grievances about violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of Companys code of conduct or ethics policy.

The Vigil Mechanism provides for adequate safeguards against victimization of directors / employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. It also ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy / Vigil Mechanism is uploaded on the Companys website www.bmlindia.com.

DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

a) Extract of Annual Return:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the copy of Annual Return in prescribed form MGT-7 shall be placed on the Companys website at the link https:// www.bmlindia.com/ upon filing the same with the Registrar of Companies (ROC).

Further in accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013, the Annual Return as referred to in sub-section (3) of section 92 of the Companies Act 2013 shall be provided on the website of the Company at the web address www.bmlindia.com.

b) Number of Meetings :

Board Meeting

There were Six Board meetings held during the year. The details of the Board meetings and the Committee meetings are given in the Report on Corporate Governance which forms part of the Annual Report.

Committee Meeting:

Audit Committee meeting

There were six Audit Committee meetings held during the year. The details of the Committee meetings are given in the Report on Corporate Governance which forms part of the Annual Report.

Nomination and Remuneration Committee Meeting:

There were one Nomination and Remuneration Committee meeting held during the year. The details of the Committee meetings are given in the Report on Corporate Governance which forms part of the Annual Report.

Independent Directors Meeting:

The independent directors met on 24 th March, 2026 without the presence of other directors or members of Management. Three independent directors were present at the meeting. In the meeting, the independent directors reviewed performance of non-independent directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

Familiarisation Programme:

The independent directors met on 24 th March, 2026 without the presence of other directors or members of Management. The program has been designed to considering the specific needs of contemporary Corporate Governance and expected obligation of Independnet Directors in view of the onerous responsibility conferred by the Coampnies Act,2013 and the Listing regulations as amended from time to time,

General Meeting :

1. Extra-Ordinary General Meeting for the financial year 2024-2025 was held on 22 nd May, 2025 for the purpose of extending the tenure of the loan with TCP Ltd. and regularisation of Directors. Shri. Ashwath Naroth (DIN: 05343532) and Shri. T. Yeswanth (DIN: 01236613).

2. Annual General Meeting for the financial year 2024-2025 was held on 29 th August, 2025. c) DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the Annual Accounts, for the year ended 31 st March 2026, the applicable Accounting Standards had been followed along with proper explanation for no material departures, from accouting standard.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31 st March 2026 and of the loss of the Company for that period;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31 st March 2026 had been prepared on a going concern basis.

v) That the internal financial controls had been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and;

vi) That the proper systems to ensure compliance with the provisions of all applicable laws had been devised and that such systems were adequate and operating effectively.

d) Declaration by Independent Directors :

The Board has received the declaration from all the Independent Directors as per Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior management personnel.

e) Companys Policy on Directors Appointment and Remuneration :

In accordance with section 178(4) of the Companies Act, 2013 and pursuant to Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (henceforth referred to as the Listing regulations), the Nomination and Remuneration Committee has put in place the policy on diversity of Board of directors for appointment of directors taking into consideration the qualification and wide experience of the directors in the fields of textiles trading, banking, finance, administration and legal apart from compliance of legal requirements of the Company. The policy on diversity of the Board of directors is disclosed on the Companys website www.bmlindia.com.

The Nomination and Remuneration Committee has laid down remuneration criteria for the directors, key managerial personnel, and other employees in the Nomination and Remuneration Policy. It has also laid down, in the Nomination and Remuneration Policy, the evaluation criteria for the performance evaluation of the directors including independent directors. The Nomination and Remuneration Policy is disclosed on the Companys website www.bmlindia.com pursuant to section 178(4) of the Companies Act, 2013.

f) Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made in the Auditors Report and in the Secretarial Auditor Report:

The Auditors Report to the Shareholders for the year under review have drawn attention to certain matters which are elaborated and self explanatory in the notes to the financial results. Apart from this, the Audit Report does not contain any other qualification, reservation, or adverse remark or disclaimer.

The Secretarial Audit Report (Form MR-3) to the shareholders for the year under review does not contain any qualification, reservation, or adverse remark or disclaimer.

g) Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:

As per the terms of loan agreement with TCP Ltd., the sanctioned loan is Rs. 10 crs. As on 1 st April 2025 the outstanding loan balance stood at Rs. 8.09 crs. During the financial year, the company gave a loan of Rs.1.50 crs. to TCP Ltd. Consequently the aggregate loan outstanding increased to Rs.9.59 crs., which remains within the sanctioned limit of Rs. 10 crs.

h) Particulars of contracts or arrangements with related parties:

All related party transactions entered into during the financial year were in ordinary course of business and as an arms length basis and where in compliance with the provisions of the Companies Act 2013 and the SEBI (LODR) regulations, 2015. The transactions were reviewed and approved by the Audit Committee.

The Related Party Transactions (RPTs) entered into by the Company are given in the Notes on Accounts attached to the Financial Statements forming part of this Annual Report. There were no materially significant related party transactions requiring disclose in AOC-2.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website www.bmlindia.com.

i) The State of the Companys affairs :

The state of the Companys affairs is explained in the paragraph operation in the Directors Report.

j) The amount, if any, carried to reserves:

The Company has not transferred any amount to Reserves Account.

k) The amount, if any, which it recommends, should be paid by way of dividend:

The Board is not recommending payment of any dividend for this year.

l) Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of report:

There are no material changes and commitments affecting the financial position of the Company, that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report.

m) Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

(A) Conservation of energy :	Not Applicable.
(B) Technology absorption:	Not Applicable.
(C) Foreign exchange earnings and Outgo :	NIL

n) Risk Management Policy:

The Company has framed a Risk Management Policy to identify, communicate and manage material risks across the organization. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis Report annexed to the Directors Report.

o) The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year:

The Corporate Social Responsibility obligation under section 135 of the Companies Act not occurred during the financial year 2025-2026. Hence, the Company is not required to constitute the Corporate Social Responsibility Committee and form Corporate Social Responsibility Policy during the year under purview. However, pursuant to good corporate governance practice, your company demands adherence of social responsibility coupled with creation of value in the larger interest of the society. Your company and its dedicated employees continue to contribute towards several worthwhile causes. Your company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility.

p) statement indicating the manner in which formal annual evaluation has been made by the board of its own performance and that of its committees and individual directors:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.

q) The financial summary or highlights.

The financial summary is given in paragraph Financial Summary in the Directors Report.

r) The Change in the nature of business, if any:

There is no change in the nature of business during the year under review.

s) The details of directors or Key Managerial Personnel who were appointed or have resigned/ retired during the year.

Smt. K. Arthi resigned from the position of Company Secretary cum Compliance Officer with effect from 30 th April , 2025.

Smt. G. Geetha was appointed as Company Secretary cum Compliance Officer with effect from 29 th May, 2025.

There were no other directors or key managerial personnel who were appointed or have resigned during the year.

t) Statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

Your Directors are of the opinion that the Independent Directors of the Company appointed during the year are of high integrity and suitable expertise as well as experience (including proficiency).

u) The names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year :

There are no Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year.

v) The details relating to deposits, covered under chapter v of the companies act, 2013 and details of deposits which are not in compliance with the requirements of chapter v of the companies act, 2013:

The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

w) The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future :

During the financial year, there were no significant or material orders passed by regulators, courts, or tribunals impacting the going concern status or the Companys future operations.

x) The details in respect of adequacy of internal financial controls with reference to the financial statements :

The Companys well defined organizational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. The internal financial control is supplemented by regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare the financial statements and other data. The Audit Committee reviews the internal financial controls and also monitors the implemented suggestions.

y) Disclosure as to whether maintenance of cost records is required by the company and whether such accounts and records are made and maintained

The Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

z) Disclosure under section 22 of the sexual harassment of women at the workplace (prevention, prohibition and redressal) act, 2013.

During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

aa) Disclosure as to the constitution of internal complaints committee under the sexual harassment of women at the workplace (prevention, prohibition and redressal) act, 2013.

The Company has a policy for prevention of sexual harassment of women at the workplace in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

a) Number of complaints pending at the beginning of the year	Nil
b) Number of complaints received during the year	Nil
c) Number of complaints disposed of during the year	Nil
d) Number of cases pending at the end of the year	Nil

bb) The details of the application made or any proceedings pending under the insolvency and bankruptcy code 2016 during the year along with their status as at the end of the financial year 2024-2025:

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.

cc) Other Disclosures :

1. No equity shares were issued with differential rights as to dividend, voting or otherwise.

2. No equity shares (including sweat equity shares) were issued to the employees of the Company under any Scheme.

3. Buy-Back of shares :

During the financial year, there was no buyback of shares

4. There was no fraud reported by the Auditors of the Company to the Audit Committee under section 143(2) of the Companies Act, 2013.

5. Composition of Audit Committee: (pursuant to section 177(8) of the Companies Act, 2013): The Audit Committee comprised of the following directors namely, Shri.V.R.Venkataachalam, Shri M.Padmanabhan, Shri Viyas Perumal and Shri.Ashwath Naroth from 14-02-2025.

6. The disclosures on the composition of committees constituted by the Board under the Companies Act, 2013 and the Listing Regulations, as well as changes in their composition, if any, during the year is given in the Report on Corporate Governance attached to the Directors Report.

7. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend

DISCLOSURES BY A LISTED COMPANY UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year:

Since no director of the Company is in receipt of remuneration from the Company there are no particulars to be furnished.

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

There is no increase in the remuneration to the aforesaid personnel in the financial year 2025-2026.

iii. The percentage increase in the median remuneration of employees in the financial year:

There were no increase in the median remuneration of employees in the financial year 2025-2026.

iv. The number of permanent employees on the roles of the Company:

There are 5 permanent employees on the roles of the Company as at 31 st March 2026.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year viz., 2025-2026 and its comparison with the percentile increase in the managerial remuneration:

There were no increase in the median remuneration of employees in the financial year 2025-2026.

vi. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company confirms that all the remuneration paid to the employee is as per the Remuneration Policy of the Company.

vii. The key parameters for any variable component of remuneration availed by the directors:

The directors were not paid any remuneration during the financial year 2025-26.

viii. Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to theCompany as no employee is in receipt of the remuneration exceeding the limits specified in Rule 5(2)

ANNEXURES TO THE DIRECTORS REPORT

1. Secretarial Audit Report - Annexure I; and

2. Auditors Certificate on Corporate Governance Compliance - Annexure II

ATTACHMENTS TO THE DIRECTORS REPORT

The Management Discussion and Analysis Report

The Management Discussion and Analysis Report, pursuant to regulation 34 (2) (e) and Schedule V of the listing regulations, is given as a separate Report and this report is part of the Directors Report.

The Report on Corporate Governance

The Report on Corporate Governance, pursuant to regulation 34(3) and Schedule V of the listing regulations, together with Auditors Certificate on Corporate Governance, the certificate duly signed by the Chairman & Director of the Company for the year ended 31 st March 2026 as submitted to the Board of Directors at their meeting held on 31 st July 2026 and the declaration by the Chairman & Director of the Company regarding compliance by the Board members and senior management personnel with the Companys

Code of Conduct is included as a separate section in the Annual Report and this Report is part of the Directors Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation and support extended by all concerned persons and authorities for the smooth and efficient functioning of the Company.

For and on behalf of the Board

Sd/-
V.R. Venkataachalam
Chairman & Director
[DIN: 00037524]

Registered Office :
No.4, (Old No.10) Karpagambal Nagar,
Mylapore, Chennai 600 004.
CIN: L17120TN2007PLC065807
E-mail: binnymills@bmlindia.com

Date : 31 th July, 2026
Place : Chennai