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, 2025.

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

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 3 divisions 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 2024-25, the Rental income from Warehousing division was Rs.289.92 lakhs as against Rs. 278.59 lakhs in the previous year. Rental income increased by 3.90%. The sales made by the Showrooms

division were Rs. 146.11 lakhs as against Rs. 128.37 lakhs in the previous year, a increase by 12.14 %. The Textiles division made sales of Rs. 198.71 lakhs as against Rs. 289.06 lakhs in the previous year, a decrease by 45.46%.

The aggregate amount of revenue from rent, sales and operating income were Rs. 632.18 lakhs as against Rs. 697.42 lakhs in the previous year.

The warehouse division has made a net profit of Rs.261.15 lakhs as against net profit of Rs. 245.93 lakhs in the previous year, the showrooms division has incurred a net profit of Rs. 2.21 lakhs as against a net loss of Rs. 0.41 lakhs in the previous year and the textiles division has made a net loss of Rs.11.03 lakhs as against a net loss of Rs. 6.58 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 2025 have been prepared and presented after complying with the applicable Ind AS requirements.

PREFERENCE SHARES

Preferences shares shall be definitely redeemed at the expiry of 20 years from the date of allotment, provided however, that the Company shall have the option to redeem all or any of the preference shares (together with the arrears of dividend thereon up to the date of redemption, whether earned, declared or not) earlier, but not earlier than 12 years from the date of allotment by giving to the holders of the preference shares to be redeemed, not less than 3 months previous notice in writing. If the Company shall at any time determine to redeem a part only of the preference shares for the time being outstanding, the shares to be redeemed shall be determined by a draw to be made at the Registered Office in the presence of at least two directors and also such of the holders of preference shares who are present at the draw of which not less than 30 days notice in writing shall be given to the holders of such shares. No such shares shall be redeemed except out of the profits of the Company which would be otherwise available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of redemption.

DIVIDEND ON EQUITY SHARES

The Board of Directors considered the financial position of the company and did not recommended dividend for the year 2024-25.

COMPANY'S PERFORMANCE

Considering the difficult macro-economic conditions and challenging business environment, the Company's 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.

Director’s Retirement By Rotation:

• Shri N. Prasanna, non-executive and non-independent Director (DIN:01684876), retired by rotation at the 17^th Annual General Meeting held on 20^th August 2024.

Director Appointment made during the year:

• Shri Richard Henry (DIN:05258395) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 30^th May 2024 and regularized his appointment as a Independent Director of the Company at 17^th Annual General Meeting held on 20^th August, 2024.

• Shri. M. Padmanabhan (DIN:00101997) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 24^th May 2024 regulatised as a Independent Director of the Company at the 17^th Annual General Meeting held on 20^th August 2024.

• Shri. Viyash Perumal (DIN:08350502) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 24^th May 2024 and was regularized as a Independent Director of the Company at the 17^th Annual General Meeting held on 20^th August 2024.

• 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^thFeburary 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^thFeburary 2025 and was regularized as a Director of the Company at the Extra-ordinary General Meeting held on 22^nd May 2025.

Director’s Resignation/Retirement made during the year:

• Shri Natarajan Prasanna, Executive Director (DIN:04876168) tendered his resignation from the Board of Directors of the Company with effect from 14-02-2025.

The Board appreciated the valuable contributions made by them to the growth of the Company. Independent Directors’ Meeting:

The independent directors met on 29^th March, 2025 without the presence of other directors or members of Management. All the 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.

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^thAnnual 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 financial year 2024-25. The Secretarial Audit Report is annexed to this report as Annexure I.

INTERNAL AUDIT

M/S.Sankaran & Krishnan, Chartered Accountant was appointed as the internal Auditor of the company on 24-05-2024 for the financial year 2024-25. Due to some personal reason he could not start the Internal Audit. With the recommendation of the Audit Committee, the board of Directors was appointed M/ s.V.Ganapathi Subramanian & Co, Chartered Accountant as an Interanl Auditor at the Board Meeting held on 22^nd January, 2025 for conducting internal audit for the financial year 2024-2025. Due to some personal reason he could not start the Internal Audit. With the recommendation of the Audit Committee the Board of Directors was appointed M/s. T.Balaji and Associates, Chartered Accountant, as an Internal Auditor at the Board Meeting dated 25^th April 2025 for conduction internal audit for the Financial year 2024-25.

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 Company's 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 Company's 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 Company's 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 of the Board:

There were Nine 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.

General Meeting :

Annual General Meeting for the financial year 2023-2024 was held on 20^th August, 2024.

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 2025, the applicable Accounting Standards had been followed along with proper explanation for material departures, if any;

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 2025 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 2025 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) Company's 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 Company's 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 Company's 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 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 have drawn attention to certain matters which are elaborated in the notes to accounts. Apart from this, the Secretarial Audit report does not contain any other qualification, reservation, or adverse remark or disclaimer.

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

During the financial year there was no loans made, guarantees given or security provided or securities of any other body corporate acquired under section 186 of the Companies Act, 2013.

h) Particulars of contracts or arrangements with related parties:

The Related Party Transactions (RPT's) entered into by the Company are given in the Notes on Accounts attached to the Financial Statements forming part of this Annual Report.

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

i) The State of the Company's affairs:

The state of the Company's 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 2024-2025. 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.

• Shri. Richard Henry (DIN:05258395) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 30^th May 2024 and regularized his appointment as a Independent Director of the Company at 17^th Annual General Meeting held on 20^th August, 2024.

• Shri. M. Padmanabhan (DIN:00101997) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 24^th May 2024 regulatised as a Independent Director of the Company at the 17^th Annual General Meeting held on 20^th August 2024.

• Shri. Viyash Perumal (DIN:08350502) was appointed as the Additional Director of the Company (Non-Executive and Independent) at the Board Meeting held on 24^th May 2024 and was regularized as a Independent Director of the Company at the 17^th Annual General Meeting held on 20^th August 2024.

• 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.

• 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

• Shri. Natarajan Prasanna, Executive Director (DIN:04876168) tendered his resignation from the Board of Directors of the Company with effect from 14-02-2025.

• Smt. K. Arthi was appointed as Company Secretary.

• Shri. R. Kannan, was appointed as Chief Financial Officer.

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 Company's operations in future:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

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

The Company's 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.

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 year 2024-25:

During the Financial year the board considered and approved the buyback of 6,05,204 equity shares from the following promoters and promoter group consequently reduce the share capital as per the NCLT order dated 13.09.2024 by spending Rs.34 crores were completed on 30.09.2024.

1. Sheetala Credit And Holdings P Limited

2. Calcom Credit And Holdings P Limited

3. Rajat Chakra Credit And Holdings P Limited

4. Satluj Credit And Holdings P Limited

5. Twentieth Century Apco Leasing P Limited

6. Rajalakshmi N

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 from 24-5-2024, Shri M. Padmanabhan from 24-05-2024, Shri. Viyas Perumal form 24-5-2024 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 20242025.

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 20242025.

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

There are 7 permanent employees on the roles of the Company as at 31^st March 2025.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year viz., 2024-2025 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 20242025.

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 2024-25.

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 2025 as submitted to the Board of Directors at their meeting held on 31^st July 2025 and the declaration by the Chairman & Director of the Company regarding compliance by the Board members and senior management personnel with the Company's 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.