To the members of Binny Limited
Report on the Audited Standalone Financial Statements
Qualified Opinion
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
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 Auditors 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 ICAIs 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 Auditors Report Thereon
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, but does not include Standalone Financial Statements and our auditors 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.
Managements Responsibility for the Standalone Financial Statements
The Companys 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 Companys 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 Companys Board of Directors are responsible for overseeing the Companys financial reporting process.
Auditors 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 auditors 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:
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:
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;
for Venkatesh & Co., Chartered Accountants FRN: 004636S
CA Dasaraty V
M No: 026336
Partner
UDIN: 25026336BMINGQ9667
Chennai, 04 December 2025
Annexure A to the Independent Auditors Report
(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report
Report on the Internal Financial Controls with reference to Standalone financial Statements under Clause (i) of sub- section 3 of Section 143 of the Companies Act, 2013 (the "Act")
We have audited the internal financial controls with reference to standalone financial statements of Binny Limited (the "Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements Responsibilities for Internal Financial Controls
The Companys Board of Directors are responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys 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, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.
Meaning of Internal Financial Controls with reference to standalone financial statements
A companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls with reference to standalone financial statements
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Qualified Opinion
In our opinion, and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the "Basis for Qualified Opinion" paragraph of our Independent Auditors Report on the Standalone Financial Statements, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2024, based on the criteria for internal financial control with reference to financial statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
for Venkatesh & Co., Chartered Accountants FRN: 004636S
CA Dasaraty V
M No: 026336
Partner
UDIN: 25026336BMINGQ9667
Chennai., 04 December 2025
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of Binny Limited of even date)
B) The Company does not have any Intangible assets hence clause (B) is not applicable.
(b) The Company has not been sanctioned working capital in excess of five crore rupees, in aggregate at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) is not applicable to the Company.
(f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under clause 3(iii)(f) is not applicable.
Name of the Statute |
Nature of the Dues |
Amount () |
Period to which the amount relates | Due date |
Date of Payment |
Remarks if any, |
| Income Tax | Tax | 13,43,884 | Mar-24 | 30-04-2024 | ||
Income Tax |
Tax, Interest and Penalty | 27,244 |
Mar-20 |
30-04-2020 |
||
| Professional Tax | Tax | 11,04,326 | Mar-24 | 31-03-2024 | ||
| Urban Land Tax | Tax | 6,15,664 | Mar-24 | 31-03-2024 | ||
| Value Added Tax | Tax, Interest | 5,38,528 | May-15 | 20-06-2015 | ||
| Provident Fund | Tax | 98,812 | Mar-24 | 15-04-2024 | ||
| Employee State Insurance | Tax |
5,265 |
Mar-24 |
15-04-2024 |
Name of the Statute |
Nature of the Dues |
Amount () |
Period to which the amount relates | Forum where dispute is pending |
| Goods and Services Tax | Tax, Interest and Penalty | 42,37,71,452 | FY 2018-19 | Honourable High Court |
| Goods and Services Tax | Tax, Interest and Penalty | 24,83,69,028 | FY 2019-20 | Honourable High Court |
| Goods and Services Tax | Tax, Interest and Penalty | 24,40,61,985 | FY 2020-21 | Honourable High Court |
| Goods and Services Tax | Tax, Interest and Penalty | 44,49,56,363 | FY 2021-22 | Honourable High Court |
| Goods and Services Tax | Tax, Interest and Penalty | 74,70,37,804 | FY 2022-23 | Honourable High Court |
| Income Tax | Tax and Interest | 3,20,35,365 | FY 2014-15 | Honourable High Court |
Name of the Statute |
Nature of the Dues |
Amount () |
Period to which the amount relates | Forum where dispute is pending |
| Income Tax | Tax and Interest | 3,90,78,559 | FY 2015-16 | Honourable High Court |
| Income Tax | Tax and Interest | 3,89,36,211 | FY 2016-17 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax and Interest | 81,05,679 | FY 2017-18 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax and Interest | 42,03,410 | FY 2018-19 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax, Interest and Penalty | 10,87,12,891 | FY 2013-14 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax, Interest and Penalty | 7,10,35,970 | FY 2014-15 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax, Interest and Penalty | 17,09,81,423 | FY 2017-18 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax, Interest and Penalty | 2,11,009 | FY 2011-12 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax, Interest and Penalty | 29,23,46,779 | FY 2018-19 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax, Interest and Penalty | 31,28,96,136 | FY 2019-20 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax, Interest and Penalty | 6,58,66,512 | FY 2020-21 | Commissioner of Income Tax, Appeals |
| Income Tax | Tax, Interest and Penalty | 20,96,42,786 | FY 2021-22 | Commissioner of Income Tax, Appeals |
| Wealth Tax | Tax, Interest and Penalty | 5,74,73,000 | FY 2011-12 to FY 2014-15 |
Commissioner of Wealth Tax, Appeals |
| Wealth Tax | Tax, Interest and Penalty | 18,23,66,000 | FY 1993-94 to FY 2010-11 |
Commissioner of Wealth Tax, Appeals |
| Wealth Tax | Tax, Interest and Penalty | 7,17,68,000 | FY 2001-02 to FY 2004-05 |
Commissioner of Wealth Tax, Appeals |
(b) During the year, the Company has not made any preferential allotment or private placement of Preference shares and hence reporting under this clause is not applicable.
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.
(b) We have considered the internal audit reports for the year under audit, issued to the company during the year until date, in determining the nature, timing and extent of our audit procedures.
(b) According to the information and explanations given to us, the company has no unspent amount with respect to ongoing projects which needs to be transferred to a special account in compliance with sub section (6) of Section 135 of the Act.
for Venkatesh & Co., Chartered Accountants FRN: 004636S
CA Dasaraty V
Partner
M No: 026336
UDIN: 25026336BMINGQ9667
Chennai., 04 December 2025
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