Binny Ltd Directors Report

Your Directors have great pleasure in presenting the Fifty Sixth (56 th ) Annual Report on the business and operations of your company together with Audited Financial Statement for the financial year ended 31st March 2025 and the Auditors report thereon.

HIGHLIGHTS OF FINANCIAL PERFORMANCE: ( in Lakhs)

Particulars	For the Year
	2024-25	2023-24
Revenue	8,633.14	7,716.41
Expenditure	2,544.52	10,325.89
Profit / (Loss) before Depreciation & Tax	6,088.62	(2,609.48)
Depreciation	56.72	91.76
Profit / (Loss) before Exceptional item and tax	6,031.90	(2,701.24)
Exceptional item	-	-
Profit / (Loss) before Tax	6,031.90	(2,701.24)
Tax	1,380.00	(277.39)
Profit / (Loss) after Tax	4,651.91	(2,423.85)
Other comprehensive income/ (loss)	8.08	(10.07)
Total comprehensive income	4,659.99	(2,433.92)

REVIEW OF OPERATIONS

The revenue from operations consists of th

Development Agreement (JDA) dated 06.08.2

CHANGE IN COMPOSITION OF BOARD

During the year 2024-2025 under review, the

a) On 30th April 2024, the Board cance Director. The Independent director and notice for his disqualification. Mr. T. asked to step down from his position, c existing CFO Mr. T. Krishnamurthy and

b) Following a SEBI order on 31st July, 2

Pursuant to the Honble High Courts direction, an EGM was convened on January 4, 2025, during which the following individuals were duly appointed as Directors of the Company:

S.NO NAME OF THE DIRECTOR	DESIGNATION
1 James Richard Williams	Director
2 Nutrajan Ramesh	Director
3 Nilima Sathyanarayanan	Director
4 Sathyanarayanan Balakrishnan	Director
5 Natrajan Prasanna	Director
6 Shankaran Sundar Raman	Director

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

d) Mr. Natarajan Prasanna, Director has resigned from the Board of the Company with effect from 24th 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.

On 03rd December 2025, the Company received a Special Notice from certain shareholders under Section 115 of the Companies Act, 2013, proposing the formal removal of Mr. Rajeev Bakshi and Mrs. Jamuna from the Board. While it was the considered opinion of the New Board that the positions of the erstwhile directors, specifically Mr. Rajeev Bakshi (DIN 00032253) and Mrs. Jamuna (DIN 10550658), stood automatically vacated upon the appointment of the New Board and the Company elected to follow a rigorous procedural approach to ensure absolute statutory and legal compliance.

The New Board, in its meeting held on 04.12.2025 carefully deliberated upon the said Special Notice. To align with the principles of good corporate governance and to strictly adhere to the procedural requirements of Section 115 and Section 169 of the Companies Act, 2013, the Board recommended that the resolutions for their removal be placed before the shareholders.

At the 56th Annual General Meeting of the Company held on December 31, 2025, the shareholders approved the resolutions for the removal of Mr. Rajeev Bakshi and Mrs. Jamuna from their office as Directors.

Following the conclusion of the AGM, the Company completed the necessary statutory formalities by filing Form DIR- 12 with the Ministry of Corporate Affairs. These filings have been duly taken on record and approved by the Registrar of Companies (ROC), Chennai, effectively formalizing the cessation of their directorships in the records of the Ministry.

The present composition of the Board is as under,

Sl. No Name of the Director	Designation
1 Shri. Sathyanarayanan Balakrishnan	Whole-time Director
2 Shri. Nutrajan Ramesh	Non- executive Director
3 Smt. Nilima Sathyanarayanan	Non- executive Director
4 Shri. James Richard Williams	Non- executive Director
5 Shri. Shankaran Sundar Raman	Independent Director
6 Shri. Dr. N. Ramamurthy	Independent Director
7 Shri. R. Subramanian	Independent Director
8 Shri. N. Kumaraguru	Independent Director

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 Honble 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 Honble High Court of Madras, a Special Committee was constituted under the Chairmanship of Honble 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 06th 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 CONSTRUCTIONS 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 proposed to enter into a Joint Development Agreement (JDA) with M/s. Osian Constructions Private Limited, Chennai for developing the same into a residential complex. The revenue from the project is estimated at 1486 crores of which the Companys 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.

Joint Development Agreement 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.

In the 56 th AGM held on 31.12.2025, shareholders approved the Joint Development Agreement and it was executed by the company on 03.03.2026

This Joint Development Agreement 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: I486 cr.

Binnys 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 Companys books of account.

The Company has 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 SEBIs 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 Boards 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

Sl No Sale Deed Date	Doc No	Extent (In Acres)	Consideration (including TDS)	TDS Deducted
1 25-06-2025	1800/2025	18.44	23,24,78,612	23,01,768
2 08-09-2025	2570/2025	9.43	65,65,00,569	65,00,006
3 09-09-2025	2727/2025	31.02	48,40,60,416	47,92,677
4 11-09-2025	767/2026	53.83	84,75,27,223	83,91,359
		112.72	2,22,05,66,820	2,19,85,810

- In respect of 850 (Eight Hundred and Fifty) acres of Windmill lands situated at Tirnnelveli / 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 has entered into a Joint Development Agreement (JDA) with M/s Osian Constructions 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 04 th December 2025 subject to the approval of the Shareholders under Sec 180 of the Companies Act, 2013.

In the 56 th AGM held on 31.12.2025, shareholders approved this Joint Development Agreement and it was executed by the company on 03.03.2026.

- 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 SEBIs directions and with the orders of the Honble 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 July2024. 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, 2025.

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 Companys subsidiary in Form AOC-1 is forming part of the Annual Report and Accounts.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RE-APPOINTMENT OF RETIRING DIRECTOR.

Shri. Nutrajan Ramesh (DIN: 00356383), Non-executive Director, was liable to retire by rotation at the 56th Annual General Meeting (AGM) pursuant to the provision of Section 152 (6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment.

Appropriate resolution for his re-appointment was placed for approval of the members at the 56th AGM meeting on 31.12.2025 and approved by the shareholders.

Status of the Board of Directors during the Financial year 2024-2025

The Composition of the Board of Directors as on March 31, 2025 was as follows:

S. NO DIN/PAN NAME	DESIGNATION	DATE OF APPOINTMENT
1 06620068 SATHYA NARAYANAN BALAKRISHNAN	Executive & Whole-time director	04-01-2025
2 06752954 RICHARD WILLIAMS JAMES	Non-Executive Director	04-01-2025
3 00356383 NUTRAJAN RAMESH	Non-Executive Director	04-01-2025
4 08066913 NILIMA SATHYANARAYANAN	Non-Executive Director	04-01-2025
5 10808206 SHANKARAN SUNDARRAMAN	Independent Director	04-01-2025
6 01684876 NATARAJAN PRASANNA	Non-Executive Director	04-01-2025
7 09213226 RAMAMURTHY NATARAJAN	Independent Director	23-01-2025
8 10902239 RAMASWAMY SUBRAMANIAN	Independent Director	23-01-2025
9 10918702 NATARAJAN KUMARAGURU	Independent Director	23-01-2025

RESIGNATION OF KEY MANAGERIAL PERSONNEL DURING THE YEAR 2024-25

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 Employees of the Company was in receipt of Remuneration during the Financial Year 2024-25 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 Companys business and to discuss its strategies and plans. During the Year, 12 (Twelve) 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 the Audit Committee 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 2024-25.

DECLARATION BY INDEPENDENT DIRECTORS

Non-Compliance in Respect of Independent Directors - FY 2024-25

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.

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.

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

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 companys website https:// binnylimited.in/

POLICY ON DIRECTORS 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 Companys website on the below link. DIRECTORS 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) in the preparation of the annual financial statements for the financial year ended 31st March, 2025, 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 st March, 2025 and of the profit of the Company for the financial year ended 31 st March, 2025;

(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

AUDITORS AND AUDITORS REPORT:

A. Statutory Auditors:

M/s.Venkatesh & CO, Chartered Accountants, Chennai bearing Firm Registration No. 004636S were appointed as Statutory Auditors from the conclusion of the 56th Annual General Meeting of the Company on such remuneration of 25 lakhs, exclusive of applicable taxes thereon and out of pocket expenses for five years till the conclusion of 60 th Annual General Meeting.

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.