We have audited the accompanying Standalone Financial Statements of Binny Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, the Statement of Changes in Equity, and the
Statement of Cash Flows for the year then ended, and notes to standalone financial statements, including a summary
of material accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial
Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of
the matter described in the basis of qualified opinion section of our report, the aforesaid standalone financial statements
give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2024 and the loss, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. We draw attention to Note 2.16 of the standalone financial statements which state that the Company was engaged
in arbitration proceedings with one of its Joint Development Partners, subsequent to which both parties have
agreed to a settlement supported by an amendment agreement dated 06/08/2025. As per the revised terms the Joint
Development Partner will settle a further sum of ' 30,000 lakhs in addition to ' 62,351.95 Lakhs already paid by
the said partner till March 31, 2024. This settlement is in respect of Phase I of the project including area sold up
to 31.03.2024 and further proposed sale until the completion of Phase I. Consequent to this agreement and the
change in the methodology of revenue sharing, the company has offered an income of ' 3,418.68 lakhs during the
current financial year as against an income of ' 11,911.45 lakhs recognisable under the earlier Joint Development
agreement.

2. During the year, the Company has recognised full impairment provision amounting to ' 3,456.82 lakhs towards certain
receivables, as disclosed in Note 2.22 of the standalone financial statements. The Management has not provided
us with sufficient appropriate audit evidence supporting the recoverability of these receivables. Consequently, we
are unable to comment on the completeness of the said receivables or ascertain whether the impairment provision
recognised is appropriate on the accompanying standalone financial statements.

3. The Company has advanced in the earlier years ' 2,918.05 Lakhs to RRB Energy Limited in respect of which
the company has not provided us with sufficient appropriate audit evidence supporting the recoverability of the
amount. Further no confirmation of balance has been provided to us. No impairment has been considered in these
accompanying standalone financial statements in respect of this receivable.

4. We draw attention to note 2.4 of the standalone financial statements that as part of the settlement of advances given
to a related party, the Company has received certain parcels of land pursuant to a sale agreement. Of these parcels
of land, a portion amounting to ' 26,765.00 lakhs has not been registered and no sale deed has been executed to
evidence the legal transfer of title in respect of this land. The Company has recognised these unregistered lands also
as Inventories in its books and hence the accounting treatment adopted by the Company does not comply with the
Indian Accounting Standards.

5. During the year, the Company has recorded certain expenses amounting to ' 290.54 lakhs pertaining to earlier
financial years. The Management has not provided us with the underlying supporting vouchers for these transactions.
In the absence of such primary records, we have been unable to verify the nature, accuracy, period of occurrence,
or completeness of these transactions. Accordingly, we are unable to comment on the correctness of the amounts
recorded, the appropriateness of recognising these items in the current financial year, or the consequential impact,
if any, on the accompanying standalone financial statements.

6. During the year, the Company has recorded certain expenses amounting to ' 325.28 lakhs pertaining to earlier
financial years. We are unable to comment on the correctness and appropriateness of recognising these items in the
current financial year, or the consequential impact, if any, on the accompanying standalone financial statements.

7. The Company has entered into a settlement agreement with a related party whereby certain assets are to be transferred
in settlement of advances previously given by the Company. In respect of assets, other than land, transferred for a
value of ' 3,643.66 lakhs under this arrangement, the Company has recognised an impairment loss of ' 1,819.21
lakhs after providing depreciation of ' 430.70 lakhs (for the FY 2022-23 and 2023-24). Consequently, we are unable
to comment on the appropriateness with respect to the settlement of these advances and the resultant impact on the
accompanying standalone financial statements.

8. With respect to Sale Agreement between the Company and M/s Sanklecha Infra Projects Private Ltd, the company
has not recognised revenue in the earlier financial years in accordance with provisions of Ind AS 115. As per the
Sale Agreement between the Company and M/s Sanklecha Infra Projects Private Ltd, possession of the land was
handed over to the said party on the basis of registered power of attorney and the latter completed the construction
activities whereby a sum of ' 1,912 lakhs is receivable on account of the same. Further the value of inventory
includes the sum relating to the cost of this land, which is not ascertainable. In view of the above, we are unable
to comment on the completeness and appropriateness of the recognition of revenue, compliance with provisions of
Indian Accounting Standard 115. Further no confirmation of balance has been made available to us, hence we are
unable to comment on the correctness and recoverability of the receivable balance in the accompanying standalone
financial statements.

9. With reference to the Joint Development Agreement with SPR Construction Private Limited, revenue from the
operation of school at 40% share ought to have been recognised the Company, however no revenue has been
recognised in the accompanying Standalone financial statements. We are unable to comment on the completeness
of the revenue and the corresponding receivable thereon on account of this transaction.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)
together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the
provisions of the Companies Act, 2013 and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our qualified opinion.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the Board's Report including Annexures to Board's Report, but does not include Standalone
Financial Statements and our auditor's report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial
Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial
performance, change in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India including the Indian Accounting Standards specified under Sec 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone

Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Company's Board of Directors are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report to the related disclosures in the Standalone Financial Statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease
to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial statements, including the
disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.

Other Matter

SEBI has passed orders against the company during the period 2013-14 to 2020-21, stating diversion of funds, unapproved
and undisclosed related party transactions, non-recognition of income in respect of sale of land etc. imposing penalties
amounting to ' 600 lakhs on the company. The order also mandated individual penalties on the then directors of the

company as well as directing the change in composition of the Board of directors and further directed the return of
substantial amounts back to the company together with interest on account of the diversion of funds. The company has
informed us that these SEBI orders have been challenged before the Securities Appellate Tribunal (SAT). We are informed
that the SAT has stayed this order and that the matter is currently pending adjudication.

The Standalone Financial Statements of the company for the year ended March 31, 2023, were audited by another
auditor who expressed a modified opinion on those statements on November 29, 2023.

Our opinion on the standalone financial statements is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Act, based on our audit we report that:

a) Subject to the matters specified in the Basis of Qualified Opinion paragraph, We have sought and obtained all the
information and explanations which to the best of our knowledge and belief were necessary for the purposes of our
audit.

b) Subject to the matters specified in the Basis of Qualified Opinion paragraph, In our opinion, proper books of account
as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, statement of changes in equity and the Statement of Cash Flow
dealt with by this Report are in agreement with the books of account.

d) Subject to the matters specified in the Basis of Qualified Opinion paragraph, In our opinion, aforesaid Standalone
Financial Statements comply with the Indian Accounting Standards specified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in
terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in "Annexure A". Our report expresses a
qualified opinion on the adequacy and operating effectiveness of the company's internal financial controls
with reference to the Standalone financial statements.

g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2021, as amended in our opinion and to the best of our information and according to
the explanations given to us:

i. The company has disclosed the impact of pending litigations as at March 31, 2024 on its financial position in
its Standalone Financial Statements — Refer Note No. 2.25 to the Standalone Financial Statements.

ii. The company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.

iii. No amounts were required to be transferred, to the Investor Education and Protection Fund by the Company

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material

either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of funds) by the Company to or in any other person
or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person or

entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries")
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances
in respect of the financial year 2023-24, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain
any material misstatement.

v. The Company has not declared or paid any dividend during the year. Hence, we do not comment on the
compliance with section 123 of the Companies Act, 2013.

vi. The Company has not maintained its books of accounts using the accounting software that has an audit trail
(edit log) feature enabled as prescribed under Rule 3(1) of the Companies (Accounts) rules, 2014. Accordingly,
we are unable to comment on the existence, operation or integrity of such audit trail features during the year.

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in
terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3
and 4 of the Order.

for Venkatesh & Co.,

Chartered Accountants

FRN:004636S

CA Dasaraty V

M No:026336

Partner

UDIN: 25026336BMINGQ9667

Chennai, 04 December 2025