Your Directors have great pleasure in presenting the Fifty fifth (55^th) Annual Report on the business and operations of
your company together with Audited Financial Statement for the financial year ended 31st March 2024 and the Auditors'
report thereon.

HIGHLIGHTS OF FINANCIAL PERFORMANCE: (' in Lakhs)

REVIEW OF OPERATIONS

The revenue from operations consists of the revenue recognized under the Second Amended and reinstated Joint

Development Agreement (JDA) dated 06.08.2025 to the tune ' 3418.82 lakhs.

CHANGE IN COMPOSITION OF BOARD:

a) On 30^th April 2024, the Board cancelled the appointment of Mr. Arvind Nandagopal as Managing Director / Director.
The Independent director and the Audit Committee Chairman Mr. Rajeev Bakshi was given Show Cause notice for
his disqualification. Mr. T. Krishnamurthy Director (Finance) & Chief Financial Officer ("CFO") was asked to step
down from his position, causing a big vacuum in the Management and the Finance Department. A new CFO
was appointed on May 14, 2024 and all the committees were re-constituted on the same day. The existing CFO
Mr. T. Krishnamurthy and an independent director Mr. Rajeev Bakshi removed from their position.

b) Following a SEBI order on 31^st July, 2024, the Company's Executive Chairman Mr. M. Nandagopal, Managing
Director Mr. Arvind Nandgopal, Director (Finance) & CFO Mr. T. Krishnamurthy were restricted from serving as
directors, prompting their resignations. Additionally, the disqualification of two Independent Directors resulted in the
Board falling below the minimum number of directors required under Section 149 of the Companies Act, 2013, and
the SEBI (LODR) Regulations. Consequently, the Company approached the Hon'ble High Court of Madras seeking
directions for the appointment of an Administrator to facilitate the reconstitution of the Board. Pursuant to this, the
Hon'ble High Court of Madras, through its Order No. CMP. No. 24465/2024 in OSA No. 116/2024 dated November
11, 2024, appointed Hon'ble Justice M. Sathyanarayanan (Retired) of the High Court of Madras, as Administrator /
Chairman to oversee the Extraordinary General Meeting (EGM) of the shareholders for the purpose of reconstituting
the Board.

Pursuant to the Hon'ble High Court's direction, an EGM was convened on January 4, 2025, during which the
following individuals were duly appointed as Directors of the Company:

c) Post appointment of Directors, the newly inducted Board has appointed Mr. Ramamurthy Natarajan, Mr. Ramaswamy
Subramanian, Mr. Natarajan Kumaraguru with effect from 23^rd January 2025 and Mr. Shankaran Sundar Raman as
independent directors with effect from 10^th January 2025 and Mr. Sathyanarayanan Balakrishnan as Whole Time
Director with effect from 08^th January 2025.

d) Mr. Natarajan Prasanna, Director has resigned from the Board of the Company with effect from 24^th April, 2025
consequent to the relinquishment of shareholding in the Company.

e) The newly Constituted Board then started initiating the audit process, resolving various issues with Income tax, GST
and mainly issues with the Joint Venture partner M/s.SPR Construction Private Limited.

JOINT DEVELOPMENT AGREEMENT (JDA) WITH M/S SPR CONSTRUCTION PVT. LTD.

During the financial year 2023, an accounting-related dispute had arisen between your Company and its joint development
partner, SPR Construction Private Limited. Owing to the non-settlement of certain issues, the joint development partner
invoked Arbitration proceedings and filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996 before
the Hon'ble High Court of Madras, pursuant to which the Arbitrators were appointed and the arbitration proceedings
were in progress.

Subsequently, during the year, based on the directions and actions taken by the new Board of Directors appointed by the
Hon'ble High Court of Madras, a Special Committee was constituted under the Chairmanship of Hon'ble Retired Justice
Bhaskar. The said Committee appointed two independent and reputed IBBI-empanelled valuers to determine the basis
for settlement through appropriate valuation mechanisms, including the option of area sharing for future developments.

Accordingly, the Special Committee convened several meetings on various dates and finalised the scope of valuation. It
was decided that the settlement would be structured as follows:

• Revenue Sharing Method for a portion of the project measuring approximately 53.18 lakh square feet of saleable area
out of the total 120 lakh square feet; and

• Area Sharing Mechanism for the balance portion of the area proposed to be developed.

For the purpose of arriving at the settlement value in respect of the 53.18 lakh square feet, the valuers were specifically
entrusted with the task of projecting future cash flows and determining the appropriate settlement value using established
valuation methodologies, including the Discounted Cash Flow (DCF) Method. The valuers submitted a detailed and
comprehensive valuation report based on these parameters.

Based on the findings and recommendations contained in the valuation report and after due deliberation, your Board of
Directors approved the settlement framework as recommended by the Special Committee.

Pursuant to the approval of the settlement framework by the Board of Directors, a Revised Joint Development Agreement
was duly executed on 06^th August 2025 after getting the approval of the Shareholders under section 180 of the Companies
Act,2013, incorporating the terms of compromise mutually agreed upon between the Company, Binny Limited, and SPR
Construction Private Limited. Consequent to the execution of the revised agreement, the arbitration proceedings stood
fully and finally settled, resulting in the complete closure of the arbitration tribunal and all connected legal proceedings.

Your Board of Directors is pleased to state that post-closure of the arbitration proceedings, the operations relating to
the project have normalised in all respects. The relationship between the parties is now cordial, cooperative, and
progressive, and the project activities have regained momentum and are being carried forward smoothly in accordance
with the revised development framework.

Key Terms of the Second Amended & Reinstated JDA:

The revised JDA provides that up to 53.18 lakh sq. ft. of saleable area will be settled through a lump sum payment, after
adjusting all prior payments made under the original JDA.

The balance saleable area, out of a total contemplated 120 lakh sq. ft. (including Premium FSI) will be developed under
an area sharing model.

JOINT DEVELOPMENT AGREEMENT (JDA) WITH M/S OSIAN CONSTRUCTION PVT.LTD

In respect of one of the land parcels of 12.43 acres land at Valasaravakkam taken over by the Company from M/s Mohan
Breweries and Distilleries Limited (MBDL) under the Scheme of Settlement, the Company proposes to enter into a Joint
Development Agreement ("JDA") with M/s. Osian Construction Private Limited, Chennai for developing the same into
a residential complex. The revenue from the project is estimated at ' 1486 crores of which the Company's share works
out about ' 693 crores.

For the above JDA the draft Term Sheet was already approved by the Board of Directors at its meeting held on 01^st
September, 2025

Now the draft JDA as per the approved Term sheet has been prepared and the same has been approved by the Board at
the Board meeting held on 04.12.2025 subject to the approval of the shareholders under Sec 180 of the Companies Act
2013.

The valuation report obtained from an Independent Registered Valuer supports the consideration and confirms the market
value, expected revenue from the project and the share of the Company's revenue.

The proposed JDA is a normal commercial arrangement enabling the Company to unlock the value of its real-estate
assets.

Key Terms:

1. Total Land extent : 12.43 acres

2. Location : Valasaravakkam

3. Type of Development: Stilt 5 floors

4. Model: Revenue sharing.

A. Base FSI

Binny Limited — Land Owner: 50%

Osian construction Pvt. Ltd. — Developer: 50%

B. Premium FSI

Binny Limited — Land Owner : 27%

Osian construction Pvt. Ltd. — Developer: 73%

5. Refundable Security Deposit:

The Developer agrees to pay a total refundable security deposit of ' 50 Crores (Rupees Fifty Crores only).

6. Expected cash flow:

Total estimated revenue during the Project period: '1486 cr.

Binny's estimated Share of revenue: '693 cr.

APPEAL BEFORE SECURITIES APPELLATE TRIBUNAL (SAT) AGAINST SEBI ORDER AND ITS STATUS:

A Scheme of Settlement was entered into by the Company with Mohan Breweries & Distilleries Limited ("MBDL")
for recovery of its advances which were made for purchase/takeover of its certain land/assets. The Scheme was duly
approved by the Board of Directors and the public shareholders of the Company.

While SEBI, in-principle accepted the method and manner adopted by the Company for recovery of funds from MBDL
under the Scheme of Settlement, it raised concerns regarding the sufficiency of documentation specifically, through
the execution of Registered Agreements to sell and Registered General Power of Attorney. Consequently, SEBI was
constrained to pass its Order dated 31^st July 2024 rejecting the method of transferring the assets and with a direction that
specified monies advanced in earlier years be brought back into the Company and that all related-party transactions with
Mohan Breweries & Distilleries Limited ("MBDL") be duly regularised and reflected in the Company's books of account.

The Company had filed an Appeal before Securities Appellate Tribunal (SAT) against the said order of SEBI dated 31^st July
2024. The SAT admitted the Appeal and granted an interim stay. The hearings are in progress. In the meantime, with a
view to settle the matter amicably and to bring an early closure, the Company has considered the said Order and wanted
to comply with SEBI's order with regard to method of transfer of lands from MBDL to the Company. Accordingly, the
Company has put up a proposal to the Board to execute sale deeds for all those lands which were taken over from MBDL
by the method of execution of Registered Agreements to sell and Registered General Power of Attorney and obtained
Board's approval in the Board meeting held on 01^st September, 2025 for the same.

• All sale deeds contemplated under the settlement have been executed, registered and duly reflected in the books of
both Binny Limited and MBDL as listed below
Chengalpet Land Registration Details

• In respect of 850 (Eight Hundred and Fifty) acres of Windmill lands situated at Tirunelveli / Tuticorin districts in
the State of Tamil Nadu taken over by the Company from Mohan Breweries & Distilleries Limited ("MBDL") under
the settlement referred to in the SEBI Order, the said property was sold directly by Mohan Breweries & Distilleries
Limited ("MBDL") and the sale consideration of ' 30.44 crores was received by Binny Limited. The receipt of such
proceeds by the Company constitutes full and valid compliance with the settlement in respect of that asset and shall
be deemed to be part of the implementation of the SEBI Order. The Board further notes that out of the said 850 acres
of land, an extent of 50 acres is yet to be sold. As and when the same is sold, the Company will receive the proceeds
from the said sale.

• In respect of one of the land parcels of 12.43 acres of land at Valasaravakkam taken over by the company from M/s
Mohan Breweries and Distilleries Limited, under the scheme of settlement, the Company proposes to enter into a
Joint Development Agreement (JDA) with M/s Osian Construction Private Limited, Chennai for developing into a
residential complex.

For the above JDA, the Term sheet was already approved by the Board of Directors at its meeting held on 1st
September 2025.

Based on the above Term sheet, the draft JDA was prepared and approved by the Board in its Board Meeting held on
04th December 2025 subject to the approval of the Shareholders under Sec 180 of the Companies Act, 2013.

• The valuation report obtained from an independent registered valuer supports the consideration and confirms that the
transfers were effected at fair value.

The Company has thereby fully complied with SEBI's directions and with the orders of the Hon'ble Securities
Appellate Tribunal.

INVESTIGATION BY SFIO

The Ministry of Corporate Affairs (MCA) ,New Delhi has ordered under section 212 (1) (a) ( c) under Companies Act,2013
investigation by Serious Fraud Investigation Office (SFIO) into the affairs of the Company vide order dated 23rd July

2024. Based on the above, the SFIO then issued notice for calling information under Section 217(2) of the Companies
Act,2013. All the Details sought by them were provided.

DIVIDEND

The Company does not recommend any dividend for the year ended March 31, 2024.

DEPOSIT

The Company did not invite or accept any deposit during the year under review.

SUBSIDIARY

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the
statement containing salient features of the financial statements of the Company's subsidiary in Form AOC-1 is forming
part of the Annual Report and Accounts.

DIRECTORS:

NO RE-APPOINTMENT OF RETIRING DIRECTOR

Status of the Board of Directors during the Financial year 2023-2024

The Composition of the Board of Directors as on March 31,2024 was as follows:

Based on the aforementioned list, the status of the Directors is as follows:

1) Mr. Masilamani Nandagopal was restricted by SEBI vide order dated 31.07.2024 from being associated with any
listed company or a SEBI registered intermediary in any capacity including as a director or a key managerial person,
directly or indirectly for 3 years. He resigned from the Board with effect from 31.07.2024.

2) Mr. T. Krishnamurthy was restricted by SEBI vide order dated 31.07.2024 from being associated with any listed
company or a SEBI registered intermediary in any capacity including as a director or a key managerial person,
directly or indirectly for 3 years. He resigned from the Board with effect from 31.07.2024.

3) Mr. Rajeev Bakshi was appointed as Independent Director on 5th Feb, 2024 subsequently ratified by the Shareholders
through the Postal Ballot.

However, a show cause notice was issued to him questioning the pecuniary business relationship he has with the
Company and thereby attracting his disqualification u/s 149(6). Also it is observed that there is no declaration of
independence filed by him before the Board.

It was also noted that name of Mr. Rajeev Bakshi has not been available in the data bank as required under section
150 of the Companies Act for being eligible to be appointed as Independent Director. He was removed as an
Independent Director by the Board on 14th May,2024.

4) Ms. Jamuna was appointed on 5th February, 2024 as an Independent Director even before getting a valid DIN which
is a pre-requisite for seeking appointment as Director in the Company.

In light of the foregoing, it is evident that none of the Directors who held office as on the closure of the financial year
2023-2024 continue to be associated with the Board. Consequently, no Director is liable to retire by rotation at the
Annual General Meeting held for the financial year 2023-2024.

RESIGNATION OF KEY MANAGERIAL PERSONNEL

Shri. M. Nandagopal , Executive Chairman of the Company resigned with effect from 31.07.2024.

Shri. Arvind Nandagopal , Managing Director of the Company resigned with effect from 31.07.2024
Shri. T. Krishnamurthy, Director (Finance) & CFO of the Company resigned with effect from 31.07.2024

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of Remuneration during the Financial Year 2023-24 in excess of the sum
prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD

The Board Meetings were conducted to review the Company's business and to discuss its strategies and plans. During
the Year 8 (Eight) Board Meetings were convened and held, the details of which are given in the Corporate Governance
Report.

COMMITTEES OF THE BOARD

The Board has the following Committees:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee and

4) Corporate Social Responsibility Committee

The details on the number of Audit Committee Meetings, Stakeholders Relationship Committee meetings and Nomination
and Remuneration Committee of the Company held during the year along with their constitution and other details are
provided in the report on Corporate Governance.

During the year, all the recommendations of all the Committees were accepted by the Board.

BOARD EVALUATION

As per provision of Section 134(3) (p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Board has carried out a performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its various Committees for the financial year 2023-24.

DECLARATION BY INDEPENDENT DIRECTORS

Non-Compliance in Respect of Independent Directors — FY 2023—24

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, every Independent Director is required to
furnish a declaration confirming that he or she meets the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

However, Mr. Rajiv Bakshi and Ms. Jamuna, who were appointed as Independent Directors of the Company on 5th
February 2024 and were holding office as on 31st March 2024, did not submit the requisite declarations of independence
to the Company.

Further, in terms of the Companies (Appointment and Qualification of Directors) Rules, 2014, every Independent
Director is required to register his/her name in the databank of Independent Directors maintained by the Indian Institute
of Corporate Affairs (IICA) and also pass the online proficiency self-assessment test within the prescribed time period,
unless exempted.

It is observed that both Mr. Rajiv Bakshi and Ms. Jamuna failed to:

• Register themselves in the Independent Directors' databank maintained by IICA, and

• Comply with the requirement of passing the prescribed online proficiency examination.

Accordingly, the above requirements under the Act and the Rules remained non-complied with during their tenure.

Subsequent to the Extraordinary General Meeting (EGM) held for election of a new Board post January 2025, the
Company has:

• Obtained the Declarations of Independence from the newly appointed Independent Directors; and

• Ensured that their names are duly registered and reflected in the Independent Directors' databank maintained by the
Indian Institute of Corporate Affairs (IICA).

FAMILIARISATION PROGRAMMES:

The Company has a familiarization programme for Independent Directors pursuant to Listing Regulations, 2015. The
same is dealt with in the Annual Report. The Familiarization Programme is available in the website of the Company. The
link for the same is given as

https://binnylimited.in/

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, copy of the Annual Return of the Company is available at company's website https://
binnylimited.in/

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy provides for appropriate composition of Executive, Non-Executive and
Independent Directors on the Board of Directors of your Company along with criteria for appointment and remuneration
including determination of qualifications, positive attributes, independence of Directors and other matters as provided
under sub-section (3) of Section 178 of the Companies Act, 2013.

The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy and as
per the recommendations of Nomination and Remuneration Committee of the Company.

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is set out in ANNEXURE-I

The Nomination and Remuneration policy is posted on the Company's website on the below link. https://binnylimited.in/
DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its
knowledge and belief and according to the information and explanations obtained by it confirms that:

(a) i n the preparation of the annual financial statements for the financial year ended 31st March, 2024, the applicable
Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material
departures from the same;

(b) 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 31^stMarch,
2024 and of the profit of the Company for the financial year ended 31^stMarch, 2024;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a 'going concern' basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman
of the Audit Committee. The policy provides opportunity for employees to access in good faith, the Audit Committee, if
they observe unethical and improper practices. The Whistle Blower Policy of the Company is available in the website of
the Company. The link for the same is https://binnylimited.in/

AUDITORS AND AUDITORS REPORT:

A. Statutory Auditors:

M/s.Venkatesh & CO, Chartered Accountants, Chennai bearing Firm Registration No. 004636S were appointed as
Statutory Auditors in casual vacancy to hold office up to the conclusion of the 55^th Annual General Meeting of the
Company on such remuneration of ' 25 lakhs, exclusive of applicable taxes thereon and out of pocket expenses.

As required under Regulation 33 of the Listing Regulations, they have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Statutory Auditors' Report
Auditors Observation:

1. We draw attention to Note 3 of the standalone financial results which state that the Company pursuant to 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 paid by the said partner till March
31, 2024. This settlement is in respect of Phase I of the project including area sold upto 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
the revenue 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 4 of the standalone financial results. 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 results.

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 results

4. We draw attention to Note 6C of the standalone financial results 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 results

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 results.

7. We draw attention to Note 5 of the standalone financial results which states that 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 ' 1819.21 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 result.

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 Sankhlecha 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 results.

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 results. We are unable to comment on the completeness of
the revenue and the corresponding receivable thereon on account of this transaction.

Management response:

1. The settlement under the Joint Development Agreement was arrived at through a Special Committee appointed by the
Board of the Company. The Special committee was headed by Hon'ble Retired Justice Bhaskar. The said Committee
appointed two independent valuers to carry out a comprehensive valuation exercise. The valuers examined the
entire development area of the project and bifurcated the settlement into two components, namely:

a. Up to 53.18 lakh sq. ft. of saleable area will be settled through a lump sum payment, after adjusting all prior
payments made under the original JDA. (Phase I)

b. The balance saleable area, out of a total contemplated 120 lakh sq. ft. (including Premium FSD) will be developed
under an Area sharing model. (Phase II)

With respect to the Phase-I development and the revenue realizable therefrom, the valuers have taken into
consideration the projected revenues that would accrue over the forthcoming years and have arrived at the
valuation by discounting the future cash flows to their present value using the Discounted Cash Flow (DCF)
method.

Accordingly, the figure of ' 30,000 lakhs has been arrived at based on the present value of the future revenues,
duly discounted to today's value. Therefore, the correct comparison is between the present value figure of
' 11,911.45 lakhs and the gross projected figure of ' 30,000 lakhs, and not a direct comparison of ' 11,911.45
lakhs with ' 3,418.68 lakhs without considering the time value of money.

In light of the above, the valuation report clearly bases the settlement on the present value of future cash flows,
and we have merely submitted the same as determined by the independent valuers.

2. The Company has already initiated necessary measures, including legal proceedings, to recover the outstanding
amount of ' 3,456.82 lakhs. Management firmly believes that the entire sum is recoverable and remains confident
of a favourable outcome. However in line with prudent accounting practices, the Company has recognized an
impairment provision for the full amount in the financial statements. This provision is purely precautionary and does
not reflect any diminution in the Company's assets.

3. The Company has already initiated legal action under the Insolvency and Bankruptcy Code (IBC) for recovery of
' 2,918.05 lakhs along with simple interest at 24% per annum, aggregating to ' 6,061.05 lakhs. M/s RRB has issued
a confirmation of balance for the principal amount by its letter dated 17^th July 2021. Although the confirmation letter
has crossed the limitation period, M/s RRB has consistently disclosed this liability to M/s Binny Limited in its audited
financial statements, including for the year ended 31.03.2025. Such disclosures constitute a legal acknowledgment
of debt and provide sufficient evidence in the on-going legal proceedings.

Management firmly believes that the entire outstanding amount of ' 2,918.05 lakhs is fully recoverable from
M/s RRB.

4. In respect of the 12.43 acres of land at Valasaravakkam, taken over by the Company from M/s Mohan Breweries and
Distilleries Limited (MBDL) under the Scheme of Settlement, the Company proposes to develop it into a residential
complex on Joint Development model (JDA) instead of monetizing it as selling as land. This does not warrant
execution of Sale deed and a Registered Power of attorney holds good and also it is the industry practice being
in vogue in Tamil Nadu in the real estate market. However to evidence the legal transfer of land, the Company
proposes to go for registration of Joint development Agreement (JDA) though the registration of JDA is not mandatory
in Tamil Nadu under applicable laws.

5. The expenses of ' 290.44 lakhs recorded this year relate to expenses from prior periods. The Company has relied
on supporting records and approvals to confirm their legitimacy. Management affirms that recognition of these
expenses is appropriate and has no adverse impact on the Company's financial position.

6. The amount of ' 325.28 lakhs represents the Company share of 40% of the expenses incurred by the developer
towards Smart City development, in line with the Joint Development Agreement (JDA) terms and sale price strategy
executed by both Company and developer in writing. The Company has not recognized its share of these expenses
in the previous year due to Arbitration litigation with developer and recognised during this financial year under
the head prior period expenses in the books. These expenses are completely supported by invoices raised by
the developer along with actual supporting and bills. Management affirms that recognition of these expenses is
appropriate.

7. With a view to unlock the value of Distillery land for real estate developments to create wealth for the Company
and shareholders, Company has recognised a onetime impairment loss of ' 1819.2! lakhs. The Management wish to
state that the advances have been duly settled as per the scheme of settlement entered into with MBDL, as approved
by the shareholders on 04^th October 202!.

8. M/s Sanklecha Infra projects Private Limited has obligation to pay the balance consideration of ' !9!2.00 lakhs and
accordingly the revenue has not been recognised as per the provisions of Indian Accounting Standards !!5. The
Management wishes to state that immediately upon the receipt of balance consideration of ' !9!2.00 lakhs, the sale
deed will be executed and the revenue will be recognised.

9. The operation of the School was not part of the JDA project at Perambur and hence no revenue accrued from the
operation of the school to the project. Only the land area meant for putting up the school was leased out by a
registered lease deed to a third party M/s SPR Gurukul Trust and they had commenced operations of the school
in collaboration with Shri Educare Group from Delhi who are known to setup distinguished educational institutes
like Lady Shriram College, New Delhi. The School stands as testimony to the Company's promise of improving the
overall quality of life of the residence of the Project and surrounding general public. We foresee higher customer
confidence on the vision of project which will reflect in form of higher and faster sales.

In any case, under the Reinstated and Second amended JDA 2025, the school asset has gone to the share of
developer and the Company has no claim or rights on the revenue arising from the school operations.

B. Cost Auditors:

As the Company is not covered under the ambit of Section 148 of the Companies Act, 2013 read with the Companies
(Cost records and Audit) Rules, 2014, the requirement for maintenance of cost records and appointment of Cost
Auditor does not arise.

C. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 Shri.Sarangi Rajib, Partner of RLA & ASSOCIATES, Practicing
Company Secretary has been appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of
the Company for the Financial Year 2023-24. The report of the Secretarial Auditor is enclosed as ANNEXURE II to
this report.

Management Response to observations / remarks in Secretarial Audit Report 2023-24

Management Response to observations remarks in Annual Secretarial Compliance Report 2023-24

Reporting of fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, 2013.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has complied with requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. A report on the Corporate Governance practices, the Auditors' Certificate on compliance of mandatory requirements
thereof is given as an annexure to the Report as ANNEXURE III.

Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the
Financial Statements provided in this Annual Report.

RISK MANAGEMENT:

The company has formulated and laid down procedures about the risk assessment and risk management procedures. These
procedures are periodically reviewed to ensure that risks are managed / mitigated through a well-defined framework.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC- 2 as ANNEXURE-IV

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is maintaining adequate and effective Internal Financial Control (IFC) over Financial Reporting (FR) based
on Guidance notes on Audit for Internal financial Control over financial reporting, for ensuring the orderly and efficient
conduct of its business, including adherence to its policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information. Apart from Internal Auditors, who review all the financial transactions and operating systems, the
Company has also in place adequate Internal Financial controls with reference to Financial Statements. During the year,
such controls were tested and no reportable material weaknesses in the design or operation were observed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is as follows:

Conservation of Energy

Technology Absorption

Foreign Exchange Earnings and Outgo:

Foreign Exchange earned: Nil
Foreign Exchange used: Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted the Corporate Social Responsibility Committee during the year to take decisions on CSR
activities.

SCOPE OF CSR POLICY

This policy will apply to all projects/ programmes undertaken as part of the Company's Corporate Social Responsibility
and will be developed, reviewed and updated periodically with reference to relevant changes in Corporate Governance,
statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment
with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed there under.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR Project/ programmes identified by the CSR Committee and approved by the Board of
Directors in line with the CSR policy.

The CSR Policy of the Company is uploaded in the website of the Company, https://binnylimited.in/

CSR ACTIVITIES

The Company is liable to spend a sum of ' 123 lakhs as per Section 135 of the Companies Act, 2013 relating to Corporate
Social Responsibility for the year ended 31^st March 2024.

CHANGE IN NATURE OF BUSINESS

There has been no change of business during the financial year under review

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for
the Company as a going concern and/or company's operations.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has no women employees; hence the POSH Act is not applicable to it as on that date.

During the year under review, the company has not filed any cases /received any Complaints of Sexual Harassment under
the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT

The Directors acknowledge the cooperation and assistance extended by the Government of India and Government of
Tamil Nadu and place on record their appreciation and gratitude to them.

The Directors also thank the shareholders, employees and all other stakeholders of the Company for their continued
support and cooperation.

ON BEHALF OF THE BOARD
For BINNY LIMITED

Chennai SATHYANARAYANAN BALAKRISHNAN

Date: 04^th December 2025 Whole Time Director

DIN:06620068