డైరెక్టర్ల నివేదిక Binny Ltd.

Mar 31, 2024

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)

Particulars	For the Year
	2023-24	2022-23
Revenue	7,716.41	15,441.17
Expenditure	10,325.89	5157.25
Profit / (Loss) before Depreciation & Tax	(2,609.48)	10,283.92
Depreciation	91.76	428.33
Profit / (Loss) before Exceptional item and tax	(2,701.24)	9,855.59
Exceptional item	-	-
Profit / (Loss) before Tax	(2,701.24)	9,855.59
Tax	(277.39)	3,917.50
Profit / (Loss) after Tax	(2,423.85)	5,938.10
Other comprehensive income/ (loss)	1,140.84	1,444.79
Total comprehensive income	(1,283.01)	7,382.89

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:

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

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

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	P/118/2025	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 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:

S. NO	DIN/PAN	NAME	DESIGNATION	DATE OF APPOINTMENT
1	00058710	Masilamani Nandagopal	Managing Director	23/03/1996
2	02661966	Thangavel Krishnamurthy	Whole-time director	04/09/2021
3	00032253	Rajeev Bakshi	Additional Director	05/02/2024
4	10550658	Jamuna	Additional Director	05/02/2024

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

Remarks/ Observations	Management Response
1. During the financial year 2023—24, the Company has not submitted its financial results and financial statements in XBRL format under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, under the ''Integrated Financials'' section on the stock exchange portal.	The Company has filed the financial results in XBRL format as per Regulations 33, however, it has not been filed under the Integrated Financial section of the Stock Exchange porta. The Company is streamlining all the financial results and statements in XBRL format under the Integrated Financial section on the Stock Exchange portal.
2. The Company has not convened its Annual General Meetings on or before 30.09.2024.	Due to legal disputes and SEBI Order dated July 31, 2024, there was complete vacuum in the Board during September 2024. As per the Hon''ble Madras High Court Order dated November 11, 2024, a new Board was formed under the Court appointed Administrator Retd Justice Mr. M. Sathyanarayanan. Due to these legal issues, the Company was unable to conduct its AGM on or before Sept 30, 2024.
3. During the year 2023-24, the Company had many litigations and a case has been filed with SEBI in the year 2021 for financial irregularities for the years from 2013-14 to 2020-21 which finally passed the order on 31st July 2024. So for the year 2023-24 Board of Directors were not duly constituted and the statutory committees which resulted in violation of SEBI (LODR) Regulations 2015.	As per the Hon''ble Madras High Court Order dated November 11, 2024, a new Board was formed under the Court appointed Administrator Retd Justice Mr. M. Sathyanarayanan on January 04, 2025. After the constitution of the new Board, there was a duly constituted Board in the Company and all statutory committees were formed.
Details of delayed Stock Exchange filings during the year:
a. Shareholding pattern for the quarter ended 31.12.2023 & 31.03.2024 filed after due date.	Due to the Legal disputes the company was unable to ensure Compliance. The same will be regularised
b. The Company has filed Unaudited Financial Results for the Quarter ended 30.06.2023 and 30.09.2023 after due date.	Due to the Legal disputes the company was unable to ensure Compliance. The same will be regularised

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

31	Maintenance and disclosures on Website:	Yes, but all	The Company	The Company is in the
	• The listed entity is maintaining a functional website.	information are not	has not updated its website	process of streamlining all Stock Exchange
		updated in	properly.	related compliances. A
	• Timely dissemination of the documents/	website		new website is already
	information under a separate section on the website.			functional.
	• Web-links provided in annual corporate
	governance reports under
	Regulation 27(2) are accurate and specific which redirects to the relevant document(s)/ section of the website.

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

1.	The steps taken or impact on conservation of energy
2.	The steps taken by the Company for utilizing alternate sources of energy	During the year NIL
3.	The capital investment on energy conservation equipment

Technology Absorption

1.	The efforts made towards technology absorption
2.	The benefits derived like product improvement, cost reduction, product development or import substitution
3.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported, (b) the year of import, (c) whether the technology been fully absorbed, (d) if not fully absorbed, areas where absorption hasn''t taken place, and the reasons thereof	During the year NIL
4.	The expenditure incurred on Research and Development

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

---

Mar 31, 2023

DIRECTORS REPORT

Your Directors hereby submit the report on Business and Operations, along with the Audited Financial Results of the
Company for the year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED MARCH 31, 2023:

Particulars	For the Year
	2022-23	2021-22
Revenue	15441.17	8458.67
Expenditure	5585.58	3111.62
Profit / (Loss) before Depreciation & Tax	10283.92	5347.05
Depreciation	428.33	30.10
Profit / (Loss) before Exceptional item and tax	9855.59	5316.95
Exceptional item	-	-
Profit / (Loss) before Tax	9855.59	5316.95
Tax	391 7.50	1970.26
Profit / (Loss) after Tax	5938.10	3346.69
Other comprehensive income/ (loss)	1444.79	694.63
Total comprehensive income	7382.89	4041.32

REVIEW OF OPERATIONS

The revenue from operations consists of the revenue recognized from sale of flats under Joint Development Project (JDA)
to the tune Rs. 1 1 336.71 lakhs.

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

The joint development project involving The Binny -SPR is currently encountering obstacles as a result of a lack of
transparency from the developer. This has led to ongoing litigation at the Madras High Court and the Arbitration tribunal.
Since January 2023, The Binny has not received its revenue from the developer. The tribunal has instructed the developer
to provide all financial records to The Binny for auditing purposes, with the developer agreeing to comply. We anticipate
commencing the audit on December 1 st, 2023. Once the audit is complete, we will be able to ascertain the amount due
to us from the developer.

JOINT DEVELOPMENT AGREEMENT (JDA) WITH M/S. RADIANCE REALTY DEVELOPERS INDIA LIMITED

Joint Development agreement entered into with Radiance Reality is getting revoked. Company would consider the other
options for the said property.

DIVIDEND

The Company does not recommend any dividend for the year ended March 31, 2023.

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,201 3 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.

DIRECTORSNO RE-APPOINTMENT OF RETIRING DIRECTOR

Shri. Arvind Nandagopal (DIN: 00059009), Director, is liable to retire by rotation at the ensuing Annual General Meeting
(AGM) pursuant to the provision of Section 1 52 (6) of the Companies Act, 201 3 read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and is opted himself for out
of reappointment as Director of the Company.

RESIGNATION OF KEY MANAGERIAL PERSONNEL

Shri.K.Senthilkumar,Compliance officer and Company Secretary was resigned with effect from 07^th August,2023.

Shri. Arvind Nandagopal (DIN: 00059009), Director, is opted himself for out of reappointment as Director of the
Company with effect from 28th December, 2023.

Smt.Nilima Sathya, (DIN:0806691 3), Independent Director has resigned from the Board of the Company with effect from
29th November, 2023.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of Remuneration during the Financial Year 2022-23 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 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 2022-23.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors under Section 149(7) of the
Companies Act, 201 3 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provision of Companies Act, 201 3 read with Rules made there under, they have registered themselves in the
databank earmarked for Independent Director and maintained by the Indian Institute of Corporate Affairs. In the opinion
of the Board, all the independent directors are persons of integrity and possesses the relevant expertise and experience
in their respective fields

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 http://www.binnyltd.in/images/policies/FAMILIARIZATION_DIRECTORS.pdf

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 www.
binnyltd. 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 1 78 of the Companies Act, 201 3.

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 1 97 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, http://www.binnyltd.
in/images/policies/Nomination_Policy.pdf

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) in the preparation of the annual financial statements for the financial year ended 31 st March, 2023, the applicable
Accounting Standards and Schedule III of the Companies Act, 201 3, 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 ‘‘March, 2023 and of the profit of the Company for the financial year ended 31 ‘‘March, 2023;

(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, 201 3 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 http://www.binnyltd.in/images/policies/Whistle_Blower_Policy_Vigil_
Mechanism.pdf

AUDITORS AND AUDITORS REPORT:A. Statutory Auditors:

M/s. Sagar & Associates, Chartered Accountants, Hyderabad bearing Firm Registration No. 00351 OS, were appointed

as Statutory Auditors of the Company at the 51⁵¹ Annual General Meeting to hold office up to the conclusion of

56^thAnnual General Meeting of the Company to be held in the year 2025 on such remuneration of Rs. 5,90,000

(Rupees Five lakhs Ninety Thousand only), exclusive of applicable taxes thereon and out of pocket expenses.

As required under Regulation 33 of the Fisting 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. The 62 KLPD Distillery Unit has to be taken over by the Company with effect from 09.10.2021 as an on-going
concern basis, in pursuance to the Scheme approved by the Shareholders in their TCM dated 09.10.2021.
The Operational results of the Distillery Division for the period from 09.10.2021 to 31.03.2023 was arrived
at Rs 603.96 Lakhs. The assets and liabilities of the Distillery Unit was transferred to the Company as on
15.02.2023. The profit for the period from 09.10.202 1 to 15.02.2023 was provisionally arrived at Rs 765.00
Lakhs and transferred from the Related Party to the Company which is Provisional and the relevant accounting
entries are not verified by us. The consequential impact on account of the above is not ascertained.

2. As approved by the Share holders in the ECM dated 09.10.202 1, for settlement of the advances recoverable
from MBDL, the Company has to acquire / take over certain business and immovable properties of MBDL.
The Company has entered into Registered Sale agreements along with Registered General Power of Attorney
with right to sell, receive entire sale consideration and appropriate for its own, with MBDL for transfer of
certain assets in pursuance of the Scheme approved by the Shareholders. On enquiry with the management,
it was clarified that it is the industry practice of transferring land prevailing in Tamil Nadu and legal opinion
has been obtained in this regard, however We are of the opinion that including the said land under inventory
is not correct as per Generally Accepted Accounting Principles.

3. The company did not obtain/receive balance confirmation from many vendors/parties including loans and
advances other than related parties for the balances as on 31^st March, 2023. We could not obtain external
confirmations as required in SA-505 Standards on Auditing and are unable to comment on adjustments or
disclosures if any that may arise.

4. Transfer of properties at Ozhalur & Irukkandrampally is yet to be implemented as per the scheme approved
by Shareholders on 09.10.202 1. The Management clarified that the process of the transfer of the properties is
possible only after the transfer of License since the said land is adjacent to the Distillery. Hence the respective
sale consideration of Rs. 16200 Lakhs are being shown as "Outstanding" from Mohan Breweries & Distilleries
Limited (MBDL) as on 31.03.2023.

5. Rs. 4539.05 lakhs is the amount of outstanding in Trade!project advances to various parties for a period
exceeding five years for which no provision has been made, since the Management is confident about the
recovery. We are unable to comment on the recoverability of these Advances.

6. A difference of Rs. 290.73 Lakhs between Cash balance as per Books Rs.290.77 Lakhs and Physical cash
of Rs. 0.04 Lakhs as on 31.03.2023 as reported by the Internal Auditors of the Company was observed. On
enquiry, Management expressed that the differential amount was given as advances, but for which details like
parties to advances, nature of advances, terms and conditions were not provided . The consequential impact
on account of the above is not ascertained.

7. Noncompliance of Ind AS 18 with regards to accounting of receipts from sale under the head Revenue
received in advance Rs. 2258.65 Lakhs for the Sales booked through sale agreement between the Company
and M/s Sanklecha Infra Projects Private Ltd which is not taken as revenue since the title to the property
(Land) has not been transferred from the Company. On enquiry, it was noted that though the title to the land
is not transferred, Sankhlecha Infra Projects Private Ltd has taken possession of the land and completed the
construction activities thereon without payment of the balance amount of Rs 1912.00 Lakhs as per the Sale
Agreement between the Company and Sankhlecha Infra Projects Private Ltd. However, the management
clarified that the land will be registered on receipt of balance payment.

8. We are unable to obtain sufficient appropriate audit evidence regarding revenue from the Shriram Universal
school against which 40% share has to be received by the Company as part of the JDA with SPR Constructions
Private Limited, school being operational whereas no revenue is booked in the financials. The possible effects
of the inability to obtain sufficient appropriate audit evidence are deemed to be material but not pervasive.

9. While the Outstanding Borrowings from SPR Management Services Pvt Ltd (JMFL) as on 31.03.2023 is
Rs 248.04 Lakhs, as per the balance confirmation received from SPR Constructions Pvt Ltd, the Outstanding
amount is Rs 927.80 Lakhs (Rs 903.28 Lakhs towards Principal and Rs 24.52 Lakhs towards Interest). The
repayment of principal and interest has been accounted as per loan sanction letters.

In the absence of correct statement of accounts as on 31.03.2023 from SPR Management Services Pvt Ltd, the
consequential effect on the Financials of the Company is not ascertained.

Whereas, in case of SPR Constructions Pvt Ltd (Altico Capital India Ltd/SSG Advisors), the Outstanding
Borrowings as on 31.03.2023 is Rs 1666.73 Lakhs which is not confirmed by SPR Constructions Pvt Ltd. The
repayment of principal and interest has been accounted as per loan sanction letters.

In the absence of correct statement of accounts and confirmation of outstanding borrowings as on 31.03.2023
from SPR Construction Pvt Ltd, the consequential effect on the Financials of the Company is not ascertained.

10. Vide clause No.12 of the Joint Development Agreement with SPR Construction Pvt Ltd., the minimum sale
price is fixed periodically. However, we have observed that in some cases, sale deeds have been registered
without adhering to the sale price strategy. Consequential impact on the revenue from operation is not
ascertained.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities
for the Audit of the 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 together with
the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion on the Ind AS Financial Statements.

Management Response

For the qualifications made by the Auditors in their Audit Report, your Board of Directors would like to reply/clarify

pointwise as under :

1) Necessary Accounting Records including the Audited Financials of MBDL from whom the Distillery has
been taken over are being arranged for Auditors'' verification and the same will be duly reconciled with our
records.

2) The Company has acquired/taken over certain business and immovable properties from MBDL as per the
Scheme approved by the Shareholders of the Company in its ECM held on 9.10.2021 by entering into
registered Sale Agreement and registered Power of Attorney (POA) with rights to sell, receive the entire Sale
Consideration of the land and appropriate for its own and the same is as per the practice prevailing in the
Real Estate Industry in Tamil Nadu and necessary Legal Opinion has been obtained by the Company in
confirmation of the same.

3) Necessary steps are being taken to obtain the Confirmation of Balance from rest of the parties also.

4) Out of 112 acres of lands situated in Ozhalur and Irungundrampalli Villages, Chingleput of MBDL being taken
over by the Company as per the Scheme approved by the Shareholders in its ECM held on 9.10.21 for a total
sale consideration of Rs.16200 lakhs, 19.77 acres of Ozhalur land for a Sale Consideration of Rs.2467.75
lakhs have been registered in the month of November 2023 vide Sale Agreement dt.3.11.2023 and the
Company is in the process of registering the balance lands.

5) Necessary steps are being taken including legal action for recovery of Rs.4539.05 lakhs being referred as
outstanding in Advances to various parties in the Report. We are in the process of filing a legal case on RRB
for recovery of Rs.2900 lakhs

6) An amount of Rs.290.73 lakhs have been incurred by the Company as Incidental Expenses for certain
approvals from the Government Authorities.

7) Only upon receipt of the balance Sale Consideration of Rs.1912 lakhs, the land will be registered.

8) SPR has constructed a School in the JDA land, but has leased it to their own Trust for 30 years without our
consent. Binny is eligible for 40% revenue share from the School, but SPR has not disclosed the accounts nor
shared the revenue with Binny. We are seeking the intervention of the Hon''ble High Court to void the illegal
lease of JDA land and built-up area.

9) The matter is in Court / Tribunal and the Honourable High Court Single Judge had given an order to Binny
not to write to banks. But in Division Bench, the Company got an approval to write, if the bank questions
or writes to us. We are further seeking modification from the Division Bench to allow us to write and give us
clarifications of loans outstanding.

10) Binny has already got Single Judge, Division Bench and Arbitral Tribunal Order that Individual Customers''
Statement of Accounts and CRM data signed by SPR and the 3000 customers who have purchased the
Apartments, Villas, Shops and Offices from the beginning must be fully given. The Sales Price Strategy that
SPR has submitted in Court does not tally with the Original Sales Price Strategy signed by Binny which
captures clearly the quarter it was signed and resonates with the signed JDA. Once SPR provides all the
details as directed by the Hon''ble High Court and Tribunal, it will be reconciled with the Original Sales Price
Strategy and we will take into consideration the prevailing market price which is captured in the channel
partners'' sales portals with which we will be able to ascertain our revenue share.

B. Cost Auditors:

As the Company is not covered under the ambit of Section 148of the Companies Act, 201 3 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. V. Suresh, Practicing Company Secretary has been
appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the Financial
Year 2022-23. The report of the Secretarial Auditor is enclosed as ANNEXURE II to this report. There are no
qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

Reporting of fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(1 2) of the Act, 201 3.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has complied with requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
201 5. 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 1 86 of the Companies Act, 201 3 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:

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party
transactions as per Accounting Standard 1 8 are set out in Notes to the Financial Statements forming part of this report.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub¬
section (1) of section 1 88 of the Companies Act, 201 3 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 1 34 (3)(m) of the Companies Act, 201 3 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is as follows:

Conservation of Energy

1.	The steps taken or impact on conservation of energy
2.	The steps taken by the Company for utilizing alternate sources of energy	During the year NIL
3.	The capital investment on energy conservation equipment

Technology Absorption

1.	The efforts made towards technology absorption
2.	The benefits derived like product improvement, cost reduction, product development or import substitution
3.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported, (b) the year of import, (c) whether the technology been fully absorbed, (d) if not fully absorbed, areas where absorption hasn''t taken place, and the reasons thereof	During the year NIL
4.	The expenditure incurred on Research and Development

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. The composition of
Corporate Social Responsibility Committee is;

Shri. M Nandagopal-Chairman
Shri. Arvind Nandagopal - Member
Smt. Nilima Sathya - Member

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 1 35 of the Companies Act, 201 3 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, http://www.binnyltd.in/images/policies/
CSR Policy.pdf

CSR ACTIVITIES

The Company is liable to spend a sum of Rs. 82.26 lakhs as per Section 1 35 of the Companies Act, 201 3 relating to
Corporate Social Responsibility for the year ended 31^st March 2023. Rs. 3.23 lakhs has been paid for the CSR on going
project of M/s. Environmental List Foundation of India. The entity has been registered with MCA for undertaking CSR
activities and projects, the Registration number is CSR0000231 0. Balance amount of Rs. 79.03 lakhs has been deposited
in the Unspent CSR Bank account.

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 Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 201 3. During the year under review, there were no cases filed pursuant to
the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 201 3.

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
M Nandagopal

Chennai Managing Director & Executive Chairman

Date: 29^th November,2023 DIN:00058710

---

Mar 31, 2018

The Directors hereby submit the report on Business and Operations, along with the Audited Financial Results of the Company for the year ended 31^st March 2018.

FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED MARCH 31, 2018: (Rs. in Lakhs)

Particulars	For the Year
	2017-18	2016-17
Revenue	6117.54	46861.29
Expenditure	2744.06	5301.09
Profit / (Loss) before Depreciation & Tax	3373.48	41560.20
Depreciation	20.22	19.63
Profit / (Loss) before Exceptional item and tax	3353.26	41540.57
Exceptional item	-	39.53
Profit / (Loss) before Tax	3353.26	41501.04
Tax	2699.35	13578.98
Profit / (Loss) after Tax	653.91	27922.06
Other comprehensive income/ (loss)	1.20	0.49
Total comprehensive income	655.11	27922.55

REVIEW OF OPERATIONS

As reported in the previous year''s Directors Report, the Company ceased the operation of Container Freight Station (CFS) with effect from May 2012 and since then, has been carrying on the general warehousing operation in the said CFS land with about 120 godowns.

The Board has approved in its Board Meeting held on 1^st December 2014 a proposal of the Company for developing an integrated township in the CFS land area of 63.89 acres, where the general warehousing activity was carried on. Consequently, the Company discontinued the general warehousing operation with effect from 1^st January 2015 and all the godowns have been completely vacated in the months of January/February 2015. Due to the total discontinuance of general warehousing operations, there is no rental income, except a meager amount of Rs.36.36 lakhs as against Rs.12.50 lakhs earned in the previous year.

The sale of land amounting to Rs.6117.54 lakhs constitutes major revenue for the year and the Company has reported a profit of Rs.3353.26 lakhs before Tax (PBT) during the year.

After adjusting the provision for tax to the tune of Rs.2699.35 lakhs, the net profit for the year is Rs.653.91 lakhs (PAT). Joint Development Agreement (JDA) With M/s.SPR Construction Pvt. Ltd.

You are aware that the Company is embarked upon development of a World-class Integrated Township on Joint Development Model, in its main land area of 63.89 acres (previously used for CFS operations) at Perambur. For the same, the Company has entered into a Joint Development Agreement (JDA) on 26.6.2015 on revenue sharing model with M/s. SPR Construction Private Limited., Chennai.

The mixed use development is the first-of-its-kind township located in a prime location and is based on the concept of building a destination "Where Business Meets Life". Planned around combining professional workspaces and living spaces into one gated arena, it includes a separate residential development, an organized wholesale center, along with a Retail Mall, School, Convention Center and Entertainment Area. The joint venture between Binny Ltd. and SPR Group believes it can utilize the opportunity presented by the current physical and social infrastructure bottlenecks faced in Sowcarpet (South India''s largest wholesale market) located at just 3 kms from the Project Site. The Site has easy road access on all four sides, and is the only private land of this scale in close proximity to the city''s wholesale markets. The development of the wholesale center on the site will prove to be an extension/ alternative to the Sowcarpet market and is expected to become a trading hub not only for the Chennai city, but also the entire South India, given its proximity to Chennai Port.

The Project has already received great levels of expression of interest from all quarters. Its residential phase and wholesale market development has already received all the requisite approvals and RERA registration, with other developments expected to obtain the same in the next few months. The Project shall be developed over a period of 7-9 years in a phased manner. Work on the first phase has already begun and is proceeding at a steady pace. Recently, the launch of the project''s residential towers was met with overwhelming response from the Chennai community and was successful in selling a record number of units in a short span.

DIVIDEND

The Company does not recommend any dividend for the year ended March 31, 2018 DEPOSIT

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

RE-APPOINTMENT OF RETIRING DIRECTOR

Shri. M Nandagopal (DIN: 00058710), Executive Chairman, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) pursuant to the provisions 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 is being placed for approval of the members at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 49^th Annual General Meeting of the Company.

APPOINTMENT OF DIRECTORS

At the 48^th Annual General Meeting held on 29^th November 2017, Shri. R Arunkumar (DIN:00018588) was appointed as an Independent Director with effect from 06^th September 2017 for a term of 5 consecutive years upto 05^th September 2022 and he is not liable to retire by rotation. During the year, Smt. Nilima Sathya (DIN:08066913) was appointed as an Additional Director (Independent) of the Company on 12.02.2018. On the recommendation of the Nomination & Remuneration Committee and with the approval of the Board, Smt. Nilima Sathya (DIN:08066913) is proposed to be appointed as an Independent Woman Director for a period of 5 years with effect from 12^th February 2018 and necessary resolution seeking the approval of the members for her appointment is included in the Notice convening the Annual General Meeting. She is not liable to retire by rotation.

RESIGNATION OF DIRECTORS

During the year, Shri. T Radhakrishnan and Dr. D.V R. Prakash Rao had resigned from the Board as Independent Directors on 20.05.2017 and Smt. T Manisriram had resigned from the Board as Independent Woman Director on 05.10.2017 and the same was accepted by the Board.

Your Directors place on record their grateful appreciation of the valuable services rendered and contributions made by Shri. T Radhakrishnan, Dr. D.VR. Prakash Rao and Smt. T Manisriram during their tenure of office as Independent Directors of the Company

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of Remuneration during the Financial Year 2017-18 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, 6 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, Stake Holders 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 2017-18.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors under Section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 http://www.binnyltd.in/images/policies/FAMILIARIZATION DIRECTORS.pdf

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, an extract of annual return in MGT - 9 form part of this Annual Report as ANNEXURE - I

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-II

The Nomination and Remuneration policy is posted on the Company''s website on the below link. http://www.binnyltd.in/ images/policies/Nomination Policy.pdf

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 confirm that:

(a) I n the preparation of the annual financial statements for the financial year ended 31st March, 2018, 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 31st March, 2018 and of the profit of the Company for the financial year ended 31st March, 2018;

(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 http://www.binnyltd.in/images/policies/Whistle Blower Policy Vigil Mechanism.pdf

AUDITORS AND AUDITORS REPORT:

A. Statutory Auditors:

M/s. Sagar & Associates, Chartered Accountants, Hyderabad bearing Firm Registration No. 003510S were appointed as Statutory Auditors of the Company to hold office from the conclusion of 48^th Annual General Meeting until the conclusion of 51^st Annual General Meeting at the Annual General Meeting held on 29^th November, 2017.

The Auditors'' Report does not contain any qualification.

B. Cost Auditors:

The Company is not required to appoint Cost Auditors under Section 148(2) of the Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014.

C. Secretarial Auditor:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Shri. V.Suresh, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the Financial Year 201718. The report of the Secretarial Auditor is enclosed as ANNEXURE III to this report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

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 Corporate Governance Report.

Management''s 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:

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Accounting Standard 18 are set out in Notes to the Financial Statements forming part of this report. 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

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Ind AS with effect from 01^st April, 2017 pursuant to Companies (Indian Accounting Standards) Rules, 2015 notified by Ministry of Corporate Affairs on 16^th February 2015. The Company has completed the modification of accounting and reporting systems to facilitate the adoption of Ind AS. The implementation of Ind AS is a significant process adopted from the current financial year and the Company has presented the impact of Ind AS transition in the notes to the Financial Statements.

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

1.	The steps taken or impact on conservation of energy
2.	The steps taken by the Company for utilizing alternate sources of energy	During the year NIL
3.	The capital investment on energy conservation equipment

Technology Absorption

1.	The efforts made towards technology absorption
2.	The benefits derived like product improvement, cost reduction, product development or import substitution
3.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported, (b) the year of import, (c) whether the technology been fully absorbed, (d) if not fully absorbed, areas where absorption hasn''t taken place, and the reasons thereof	During the year NIL
4.	The expenditure incurred on Research and Development

Foreign Exchange Earnings and Outgo:

Foreign Exchange earned : 24.89 lakhs Foreign Exchange used : Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted the Corporate Social Responsibility Committee during the year. The composition of Corporate Social Responsibility Committee is;

Shri. M Nandagopal - Chairman Shri. Arvind Nandagopal - Member Shri. R Arunkumar - Member

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 thereunder

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, http://www.binnyltd.in/images/policies/ CSR Policy.pdf

REASON FOR NOT SPENDING ON CSR ACTIVITIES

The Company is in the process of identifying the suitable projects for CSR expenditure

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.

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

Chennai Arvind Nandagopal R. Arunkumar

Date: August 13, 2018 Managing Director Independent Director

DIN:00059009 DIN:00018588

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Mar 31, 2016

The Directors hereby submit the Report on Business and Operations along with the Audited Financial Result of the Company for the year ended 31st March 2016

SAMMARY ON FINANCIAL RESULTS

(Rs. In Lakhs)

Particular	For the year
	2015-16	2014-15
Revenue	180.45	835.61
Expenditure	1033.83	527.06
Operating Profit / (Loss)	(853.38)	308.55
Profit / (Loss) before Depreciation & Tax	(853.38)	308.55
Depreciation	17.82	65.18
Profit / (Loss) before Tax	(871.20)	243.37
Tax	-	47.00
Profit / (Loss) after Tax	(871.20)	196.37
Exceptional items	-	-
Profit / (Loss) for the year	(871.20)	196.37

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2015-16 and the date of this report.

REVIEW OF OPERATIONS

As reported in the previous year''s Director Report, the Company ceased the operation of Container Freight Station (CFS) with effect from May 2012 and since then, has been carrying on the general warehousing operation in the said CFS land with about 120 godowns.

The Board has approved in its Board Meeting held on 1st December 2014 a proposal of the Company for developing an integrated township in the CFS land area of 63.89 acres, where the general warehousing activity was carried on. Consequently, the Company discontinued the general warehousing operation with effect from 1st January 2015 and all the godowns have been completely vacated in the months of January/February 2015. Due to the total discontinuance of general warehousing operations, there is no rental income, except a meager amount of Rs.4.53 lakhs as against Rs.718.61 lakhs earned in the previous year. The sale of building material as Scrap amounting to Rs.162.78 lakhs mainly constitutes Revenue. The expenditure has gone up to Rs.1033.83 lakhs from Rs.527.06 lakhs mainly on account of increase in the financial cost to the tune of Rs.247.50 lakhs and write-off of Fixed Assets (Building) to the tune of Rs.199.81 lakhs.

As a result, the Company has incurred a loss of Rs.871.20 lakhs during the year.

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

You are aware that the Company is embarked upon development of a World-class Integrated Township on Joint Development Model, in its main land area of 63.89 acres (previously used for CFS operations) at Perambur. For the same, the Company has entered into a Joint Development Agreement (JDA) on 26.6.2015 on revenue sharing model with M/s.SPR Construction Pvt. Ltd., Chennai.

The integrated township is planned around a development of a wholesale market ecosystem, co-location of Residential Project development within the township, in addition to being serviced by the finest brands in Healthcare, Hospitality, Education and Entertainment. The project also envisages construction of a Marriage Hall and a Mall. The Project is expected to start by end of this year and shall be developed over a period of 7-9 years in a phased manner, wherein first phase is expected to be delivered in 36-42 months from the start of the construction.

Due to its proximity to the Chennai railway station and Chennai Port, Binny Ltd and SPR Group believe that this project can create an opportunity from the current physical and social infrastructure problems and lack of availability of legal premises in Sowcarpet (South India''s largest Wholesale Market) located at just 3 kms. away from the Project Site. Management believes that this property of 63.89 acres having road access from all four sides is the only such large private land within close proximity, thus presenting a strong opportunity for development of wholesale market as an extension / alternative / parallel to Sowcarpet market and also a fully integrated residential township with School, Hospital, Convention cum cultural Centre with 3500 seating capacity and Retail Mall & Entertainment Area.

This development will be based on the concept of a smart city with a vision of "Where Business Meets Life". The expected size of development under current CMDA regulations would be based on 2.5 Basic FSI 1 premium FSI (subject to approvals). Currently Ernst and Young is undertaking a study for analyzing social-cost benefit for creating an alternative to Sowcarpet and suggesting measures to be pursued with Government Authorities to revitalize existing infrastructure and surrounding of the site.

DIVIDEND

The Company does not recommend any dividend for the year ended March 31, 2016.

FIXED DEPOSIT

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

DIRECTOR AND KEY MANAGERIAL PERSONNEL Retirement by rotation and subsequent re-appointment:

Shri. M. Nandagopal, Executive Chairman, is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 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 have offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for approval at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 47th AGM of the Company.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of Remuneration during the Financial Year 2015-16 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 regular intervals were conducted to review the Company''s business and to discuss its strategies and plans.

During the Year, 7 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Regulations, 2015.

COMMITTEE OF THE BOARD

The Board has the following Committees:

1) Audit Committee;

2) Nomination and Remuneration Committee; and

3) Stakeholders Relationship Committee.

The details on the number of Audit Committee Meetings and Stake Holders Relationship Committee meetings 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

Pursuant to the provisions of the Companies Act, 2013 read with rules issued there under and Listing 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 Committees for the financial year ended 2015-16.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the independent directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 http://www.binnyltd.in/images/ policies/FAMILIARIZATION DIRECTORS.pdf

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 http://www.binnyltd.in/images/policies/Whistle_Blower_Policy_Vigil_Mechanism.pdf

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, an extract of annual return in MGT- 9 as a part of this Annual Report as ANNEXURE - I

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy provides for appropriate composition of Executive, Nonexecutive 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-II

The Nomination and Remuneration policy is posted on the Company''s website on the below link. http://binnyltd.in/images/policies/Nomination_Policy.pdf

AUDITORS AND AUDITORS REPORT:

A. Statutory Auditors:

The Auditors, M/s.CNGSN & Associates LLP (Firm Registration No.004915S), Chartered Accountants, who are the statutory auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

The Auditors'' Report does not contain any qualification.

B. Cost Auditors:

The Company is not required to appoint Cost Auditors under Section 148(2) of The Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014.

C. Secretarial Auditors:

Pursuant to the provisions Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Shri. V.Suresh, Practicing Company Secretary has been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report.

The Secretarial Auditors Report does not contain any qualification.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has complied with requirements of Listing 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 Corporate Governance Report.

Management''s Discussion and Analysis Report, as stipulated under Schedule V of the Listing Regulations , 2015 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.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Accounting Standard 18 are set out in Notes to the Financial Statements forming part of this report.

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-III.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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 polices, 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.

The Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

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 furnished as below:

FORM ''A'' Power & Fuel Consumption Since the Mill is not functioning, this is not applicable.

FORM "B" Technology Absorption Since the Mill is not functioning, this is not applicable.

Conservation of Energy - Not applicable

Foreign Exchange Earnings and Outgo - Not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, 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 have 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 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;

(c) the director 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 have 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.

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.

Registered Office: BY ORDER OF THE BOARD

No:1, Cooks Road

Perambur, Chennai 600 012. M. Nandagopal

Date:10^th August 2016 Executive Chairman

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Mar 31, 2015

The Directors present the Forty Sixth Annual Report and Audited Accounts of the Company for the year ended 31st March 2015

FINANCIAL RESULTS

Rs. In Lakhs Particular For the year

2014-2015 2013-2014

Revenue 835.61 947.81

Expenditure 527.06 3011.72

Operating Profit / (Loss) 308.55 (2063.91)

Profit / (Loss) before Depreciation & Tax 308.55 (2063.91)

Depreciation 65.18 24.45

Profit / (Loss) before Tax 243.37 (2088.36)

Tax 47.00

Profit / (Loss) after Tax 196.37 (2088.36)

Exceptional items 3969.09

Profit / (Loss) for the year 196.37 (6057.45)

REVIEW OF OPERATIONS

The performance of the warehousing operation was satisfactory during the financial year 2014-15.

As reported in the previous year's Director Report, the Company ceased the operation of Container Freight Station (CFS) with effect from May 2012 and since then, has been carrying on the general warehousing operation in the said CFS land with about 120 godowns.

The Board has approved in its Board Meeting held on 1st December 2014 a proposal of the Company for developing an integrated township in the CFS land area of 63.89 acres, where the general warehousing activity was carried on. Consequently, the Company discontinued the general warehousing operation with effect from 1st January 2015 and all the godowns have been completely vacated in the months of January/February 2015. Due to the discontinuance of general warehousing operation during the last quarter for a partial period, the Company's total income has decreased from Rs.947.81 lakhs in the previous year to Rs.835.61 lakhs in the current year, registering a fall of 11.83% as compared to previous year.

However, with the existing huge potential clientele base, the Company is exploring the feasibility of carrying on the general warehousing operation in its adjoining vacant lands.

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

We are pleased to inform that the Company is embarked upon development of a World-class Integrated Township on Joint Development Model, in its main land area of 63.89 acres (previously used for CFS operations) at Perambur. For the same, the Company has entered into a Joint Development Agreement (JDA) on 26.6.2015 on revenue sharing model with, M/s.SPR Construction Pvt. Ltd., Chennai.

The integrated township is planned around a development of a wholesale market ecosystem, co-location of Residential Project development within the township, in addition to being serviced by the finest brands in Healthcare, Hospitality, Education and Entertainment. The project also envisages construction of Marriage hall, and a Mall. The Project is expected to start by early next year and shall be developed over a period of 7-9 years in a phased manner wherein first phase is expected to be delivered in 36-42 months from the start of construction.

Binny Ltd and SPR Group believes that it can leverage on the opportunity that arises from the current physical and social infrastructure bottlenecks and lack of availability of legal premises in the precinct to Sowcarpet (South India's largest Wholesale Market) which is located just 3 kms away from the Project Site. The Management believes that the property of 63.89 acres having road access from all four sides is the only such large private land within close proximity, and thus presents a strong opportunity for development of alternate wholesale market.

The whole development will be based on concept of smart city with its vision of "Where Business Meets Life". Expected Size of development under current CMDA Regulations would be based on prevailing CMDA norms which are subject to approval. Presently, Ernst and Young is undertaking a study for analyzing socio-economic benefit for creating an alternative to Sowcarpet and suggesting measures to be pursued with Government Authorities to revitalize existing infrastructure and facilitate development of the area.

Dividend

The Company does not recommend any dividend for the year ended March 31, 2015.

Fixed deposits

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

Directors and Key Managerial Personnel

As per the provisions of Section 149(1), 161 and other applicable provisions under the Companies Act, 2013, the Board appointed Smt. T.Manisriram as an additional, Non-Executive, woman Director of the Company in the Board Meeting held on 14th November 2014, who holds Office up to the date of this Annual General Meeting of the Company. It is proposed to appoint Smt. T.Manisriram as Non- Executive Independent Director of the Company to hold office for a term of 5(five) years, up to 13th November 2019, not liable to retire by rotation.

Further in accordance with the requirement of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company should have 50% of the total number of directors as Independent Directors. In compliance of the same, Dr.D.V.R.Prakash Rao and Shri. T.Radhakrishnan were appointed as additional, Non-Executive, Independent Directors of the Company in the Board Meeting held on 27th March 2015 and they hold Office up to the date of the Annual General Meeting of the company. It is proposed to appoint Dr.D.V.R.Prakash Rao and Shri T.Radhakrishnan as Non- Executive Independent Directors of the Company to hold office for a term of 5(five) years, up to 26th March 2020, not liable to retire by rotation.

Further, Shri.Sadayavel Kailasam and Shri. Nate Nandha have resigned as Directors of the Company w.e.f. 08.08.2014 and 31.03.2015 respectively.

Shri. M.Nandagopal was appointed as a Whole-time Director, designated as Executive Chairman, not liable to retire by rotation, for a period of 5 years with effect from 3rd October 2013. In order to comply with the provisions of Section 152 of the Companies Act, 2013, it is proposed to amend the appointment of Shri M.Nandagopal, Whole-time Director, designated as Executive Chairman as liable to retire by rotation.

In accordance with the applicable provisions of the Companies Act, 2013, Shri. S. Natarajan, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Also, Shri. P. K Sundaresan, Chief Financial Officer and Company Secretary retired from the service with effect from 30.06.2014 and Shri. T.Krishnamurthy has been appointed as Chief Financial Officer and Company Secretary with effect from 13.10.2014.

PARTICULARS OF EMPLOYEES :

No employee of the Company was in receipt of remuneration during the Financial Year 2014-15 in excess of the sum prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :

The Board Meetings at regular intervals were conducted to review the Company's business and to discuss its strategies and plans.

During the year, 10 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The maximum interval between the meetings did not exceed the period prescribed under the companies Act, 2013 and the Listing Agreement. The details of the number of Board Meetings and Audit Committee Meetings of the Company are set out in the Corporate Governance Report, which is forming part of this report.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013 and Clause No.49 of the Listing Agreement, the Board has constituted or reconstituted its committees. Currently, the Board has the following Committees:

1) Audit Committtee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

Details of the Committees 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 :

Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder and Clause 49 of the Listing Agreement, 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 Audit, Nomination & Remuneration Committees for the financial year ended 2014-15.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declaration from all the independent directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

FAMILIARISATION PROGRAMMES:

The Company has a familiarisation programme for Independent Directors pursuant to Clause 49 of the Listing Agreement. The same is dealt with in the Annual Report. The Familiarisation Programme is available in the website of the Company. The link for the same is http://www.binnyltd.in/images/ policies/FAMILIARIZATION_DIRECTORS.pdf

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 http://www. binnyltd.in/images/policies/Whistle_Blower_Policy_Vigil_Mechanism.pdf

REMUNERATION POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

AUDITORS AND AUDITORS REPORT :

a. STATUTORY AUDITORS:

The Auditors, M/s.CNGSN & Associates LLP (Firm Registration No.004915S), Chartered Accountants, who are the statutory auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

The Auditors' Report does not contain any qualification.

b. COST AUDITORS:

The Company is not required to appoint Cost Auditors under Section 148(2) of The Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014.

c. SECRETARIAL AUDITORS:

Pursuant to the provisions Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri. V.Suresh, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report.

The Secretarial Auditors Report does not contain any qualification. Observation in their report is self- explanatory and does not call for any further comments.

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, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has complied with requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof is given as an annexure to this report.

Management's Discussion and Analysis Report, as stipulated under Clause 49 of the Listing |Agreement is presented in a separate section forming part of the Annual Report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of Loans, guarantees or investments made under Section 186 are furnished as notes to financial statements and are attached to this report.

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.

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.

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

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 furnished as below:

FORM 'A' Power & Fuel Consumption

Since the Mill is not functioning, this is not applicable.

FORM "B" Technology Absorption

Since the Mill is not functioning, this is not applicable.

Conservation of Energy – Not applicable

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

e) the directors have 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

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.

Registered Office: BY ORDER OF THE BOARD

No:1, Cooks Road

Perambur, Chennai 600 012. M. Nandagopal

Date:12th August 2015 Executive Chairman

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Mar 31, 2013

The Directors present the Forty Fourth Annual Report and Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS

Rs. In Lakhs

As at As at 2012-2013 2011-2012

Operating Profit / (Loss) 493.35 355.40

Profit before Depreciation & Tax 493.35 355.40

Depreciation 25.18 25.37

Profit / (Loss) for the year before Tax 468.17 330.03

Tax 77.16 86.00

Extra-ordinary items 48.36 (16.70)

Profit / (Loss) for the year 439.37 227.33

REVIEW OF OPERATIONS Services Division

The performance of the container freight station was continued to be satisfactory during the financial year 2011-12. However, owing to very difficult road traffic constraints prevailing in the location of the operation, the company ceased the operation of container freight station with effect from May 2012. Hence your company will only continue warehousing operation, and it may not be possible to scale the revenues significantly.

Sale Registration of Plots in terms of Memorandum of Understanding (MOU) with Unions

Till date, sale registration has been made to 128 allottees out of 244 allottees of 500 sq.ft. of plot of company''s land each, in terms of Memorandum of Understanding (MOU) dated 28.05.2008 with workmen Unions.

Scheme of Arrangement & Demerger

On 5th December 2009, at the meeting of Board of Directors of the Company approved the Scheme of Arrangement prepared by the consultants taking into account all statutory requirements, formalities and compliances of legal and regulatory authorities, to demerge the Company''s properties undertaking comprising all assets and liabilities to S.V.Global Mill Limited and the Agencies and Services undertakings comprising all assets and liabilities demerged to Binny Mills Limited. Based on the valuation reports of the values and in terms of the scheme for every Seven equity shares of Rs.5/- each of Binny Limited, the shareholders shall be entitled to receive Seven equity shares of Rs.5/- each fully paid up of S.V.Global Mill Limited and One equity share of Rs.10/- each fully paid up of Binny Mills Limited as on the record date, in consideration of the demerger.

The Hon''ble High Court of Madras, by an order dated 1st February, 2010, convened Extra-ordinary General Meeting of the equity shareholders of the company on 10th March 2010 for approving the Scheme of Arrangement. Subsequent upon shareholders'' approval of the Scheme of arrangement, a petition to sanction the scheme of arrangement under section 391 to 394 of the Companies Act, 1956 was filed with the Hon''ble High Court of Madras. On 22nd April 2010 The Hon''ble High Court of Madras vide its Order dated 22nd April 2010, sanctioned the Scheme of Arrangement under Sec.391 to 394 of the Companies Act, 1956 amongst Binny Limited and S V Global Mill Limited and Binny Mills Limited. A certified copy of the Scheme was filed with the Registrar of Companies on 8th May 2010. In terms of the court sanctioned Scheme of Arrangement, 8th May 2010 has become the "effective date" and 1st January 2010 the "Appointed Date".

Formalities in respect of Increase in authorized share capital, issue of preference share capital and reduction in preference share capital in terms of the Scheme were complied with at the Board Meeting held on 12.5.2010.

The Share certificates to the equity shareholders were allotted and issued in the respective resulting companies on 2nd June 2010. The respective resulting companies have complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and obtained their in-principle approval for listing subject to the approval of Securities and Exchange Board of India (SEBI) for relaxation of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957. The application is presently pending with SEBI and all the clarifications sought for by SEBI relating to the terms of the Scheme were submitted by the Company. The respective resulting companies are following it up with SEBI for early approval of SEBI for relaxation of Rule 19(2) (b). Soon after the Stock exchanges would permit trading in equity shares of the respective resulting companies and until then the shares credited to the respective shareholders demat account is kept frozen.*

*Key events after balance sheet date

The shares of the resulting companies got listed on 28th May 2013 and following this Inter-Se transfer between the promoter group and other steps as enshrined in the demerger scheme were completed during the last week of September 2013. Consequent upon this development, the board of your company has been reconstituted and the details are as given below.

Directors

A. The following directors have resigned from the board

1. Mr.M.Ethiraj

2. Mr..E.Shanmugam

3. Mr.V.R.Venkataachalam.

4. Mr.K.Sundareswaran

5. Mr.S.Vijayaraghavan

6. Mr.R.Krishnan

7. Mr.R.Narayanan

Your Directors place on record their sincere appreciation for the contribution made by each one of the above listed Directors during their tenure as Directors of the Company.

B. Mr.Natarajan Nandhagopal has been appointed as an Additional Director of the Company with effect from 3rd October 2013 under Section 161(1) of Companies Act 2013.

C. Mr.M.Nandagopal has been appointed as a Whole-Time Director and designated as Executive Chairman, subject to your approval at the ensuing Annual General Meeting.

D. Mr.Arvind Nandagopal has been appointed as a Whole-Time Director and designated as Managing Director, subject to your approval at the ensuing Annual General Meeting.

The Company continues to comply with the terms of Clause 49 (C) (iv) of the Listing Agreement with Stock exchanges. Mr. Justice S. Jagadeesan retires by rotation and offers himself for reappointment. Mr.Arvind Nandagopal also retires by rotation and offers himself for reappointment as director.

Binny Engineering Limited

Considering the negative net worth, highly limited usage of the lease-hold property and on the basis of a fair valuation report, your directors decided to sell the entire 100% shareholding in the subsidiary for a sum of Rs 3.45 Cr

As Binny Engineering Limited was a 100% subsidiary of your Company, the audited accounts for the year ended 31.3.2013 and other reports of the company as required under section 212 of the Companies Act is attached.

Statutory Requirements

As per the requirements of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure to this Report.

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable as none of the employees is coming under the purview of this section.

Directors'' Responsibility Statement

As required under section 217 (2AA) of the Companies Act, 1956, the Directors state as follows:

i. that in the preparation of annual accounts for the year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 31st March, 2013 and of the profit or loss of the Company for the said period under review.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the year ended 31st March 2013 on a "going concern" basis.

Corporate Governance

The report on Corporate Governance forms part of Annexure to Directors Report.

Secretarial Audit

In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a practicing company secretary. The findings of the same were satisfactory.

Directors'' Clarifications to Auditors'' Remarks

In regard to the remarks in the Auditors'' Report, your directors wish to clarify as under:

i. The Company has received wealth tax demand for the Asst. year 2005 - 06, 2006 - 07, 2007 - 08, 2008 - 09, 2009 -10, 2010 - 11 and 2011 - 12 for Rs.977.24 lakhs against which the company has filed appeals with CWT(A) and confident of fair chances of success in appeal. Therefore, no provision has been made in the accounts and stay petition has been filed.

ii. The entire shareholding in the subsidiary, has since been sold as aforementioned under the paragraphs on Key Events after the Balance Sheet date. Hence the remarks in this regard are no longer applicable.

iii. Efforts are being made to obtain confirmation of balances of the receivables, payables, loans & advances etc pending over 3 years..

In case of Auditors observations under Emphasis of Matter on the income tax demand made for Asst Year 2010-11, your company has filed an appeal before CIT(appeals) and is confident of succeeding.

Auditors

M/s CNGSN & Associates, (Firm Registration No: 004915S) Chartered Accountants, Chennai 600 017 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

Acknowledgement

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees, suppliers and dealers for their continued cooperation.

Registered Office: BY ORDER OF THE BOARD

No :1, Cooks Road Perambur

Chennai 600 012 M. NANDAGOPAL

Date: 03.10.2013 EXECUTIVE CHAIRMAN

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Mar 31, 2012

The Directors present the Forty Third Annual Report and Audited Accounts of the Company for the year ended 31st March 2012

FINANCIAL RESULTS

Rs. In Lakhs

As at As at 2011-2012 2010-2011

Operating Profit / (Loss) 355.40 543.88

Profit before Depreciation & Tax 355.40 543.88

Depreciation 25.37 25.43

Profit / (Loss) for the year 330.03 518.45

Tax 86.00 105.00

244.03 413.45

Extra-ordinary items 16.70 0.50

Profit / (Loss) for the year 227.33 412.95

REVIEW OF OPERATIONS

Services Division

The performance of the container freight station was continued to be satisfactory during the financial year 2011-12. However, owing to very difficult road traffic constraints prevailing in the location of our operation, the company ceased the operation of container freight station with effect from May 2012. As the company will only continue warehousing operation, higher revenue could not be anticipated during the current year.

Sale Registration of Plots in terms of Memorandum of Understanding (MOU) with Unions

Till date, sale registration has been made to 128 allottees out of 244 allottees of 500 sq.ft. of plot of company's land each, in terms of Memorandum of Understanding (MOU) dated 28.05.2008 with workmen Unions.

Scheme of Arrangement & Demerger

On 5th December 2009, at the meeting of Board of Directors of the Company approved the Scheme of Arrangement prepared by the consultants taking into account all statutory requirements, formalities and compliances of legal and regulatory authorities, to demerge the Company's properties undertaking comprising all assets and liabilities to S.V.Global Mill Limited and the Agencies and Services undertakings comprising all assets and liabilities demerged to Binny Mills Limited. Based on the valuation reports of the values and in terms of the scheme for every Seven equity shares of Rs.5/- each of Binny Limited, the shareholders shall be entitled to receive Seven equity shares of Rs.5/- each fully paid up of S.V.Global Mill Limited and One equity share of Rs.10/- each fully paid up of Binny Mills Limited as on the record date, in consideration of the demerger.

The Hon'ble High Court of Madras, by an order dated 1st February, 2010, convened Extra-ordinary General Meeting of the equity shareholders of the company on 10th March 2010 for approving the Scheme of

Arrangement. Subsequent upon shareholders[]approval of the Scheme of arrangement, a petition to sanction the scheme of arrangement under section 391 to 394 of the Companies Act, 1956 was filed with the Hon{§le High Court of Madras. On 22nd April 2010 the Hon{§le High Court of Madras vide its Order dated 22nd April 2010, sanctioned the Scheme of Arrangement under Sec.391 to 394 of the Companies Act, 1956 amongst Binny Limited and S V Global Mill Limited and Binny Mills Limited. A certified copy of the Scheme was filed with the Registrar of Companies on 8th May 2010. In terms of the court sanctioned Scheme of Arrangement, 8th May 2010 has become the "effective date" and Ist January 2010 the "Appointed Date"

Formalities in respect of Increase in authorized share capital, issue of preference share capital and reduction in preference share capital in terms of the Scheme were complied with at the Board Meeting held on 12.5.2010.

The Share certificates to the equity shareholders were allotted and issued in the respective resulting companies on 2nd June 2010. The respective resulting companies have complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and obtained their in-principle approval for listing subject to the approval of Securities and Exchange Board of India (SEBI) for relaxation of Rule I9(2)(b) of the Securities Contracts (Regulation) Rules, 1957. The application is presently pending with SEBI and all the clarifications sought for by SEBI relating to the terms of the Scheme were submitted by the Company. The respective resulting companies are following it up with SEBI for early approval of SEBI for relaxation of Rule I9(2)(b). Soon after the Stock exchanges would permit trading in equity shares of the respective resulting companies and until then the shares credited to the respective shareholders demat account is kept frozen.

Directors

The Company continues to comply with the terms of Clause 49 (C ) (iv) of the Listing Agreement with Stock exchanges. Mr. R Narayanan, Mr. S Natarajan, Mr. K Sundareswaran and Dr. Sadayavel Kailasam, Directors, retire by rotation and offer themselves for reappointment.

Binny Engineering Limited

The audited accounts for the year ended 31.3.2012 and other reports of the company as required under section 212 of the Companies Act is attached.

Statutory Requirements

As per the requirements of section 2I7 (I) (e) of the Companies Act, I956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule I988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure to this Report.

The particulars required under section 2I7 (2A) of the Companies Act, I956 read with the Companies (Particulars of Employees) Rules I975 are not applicable as none of the employees is coming under the purview of this section.

DirectorsQResponsibility Statement

As required under section 2I7 (2AA) of the Companies Act, I956, the Directors state as follows:

i. that in the preparation of annual accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 31st March, 2012 and of the profit or loss of the Company for the said period under review.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the year ended 31st March 2012 on a "going concern" basis.

Corporate Governance

The report on Corporate Governance forms part of Annexure to Directors Report.

Secretarial Audit

In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a practicing company secretary. The findings of the same were satisfactory.

DirectorsQClarifications to AuditorsQRemarks

In regard to the remarks in the Auditors"Report, your directors wish to clarify as under:

4. (f) i. The Company has received wealth tax demand for the Asst. year 2005 Q 06, 2006 Q 07, 2007 Q 08, 2008-2009, 2009-10 & 2010-2011 for Rs.977.24 lakhs against which the company has filed appeals with CWT(A) and confident of fair chances of success in appeal. Therefore, no provision has been made in the accounts and stay petition has been filed.

Considering the company's fair chance of succeeding the appeal against income-tax demand for the asst. year 2008 Q 09 for Rs.19.21 lakhs, which is disputed before CIT(A), no provision has been considered necessary.

ii. The management of the subsidiary is exploring all possible avenues and taking efforts to obtain necessary permissions of the authorities to resume the business by utilizing the vast leasehold land at the prime location. considering the long term nature of investment no provision for dimunition in value is considered necessary.

iii. Efforts are being made to obtain confirmation of balances.

Auditors

M/s CNGSN & Associates, (Firm Registration No: 0049I5S) Chartered Accountants, Chennai 600 017 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

Acknowledgement

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees, suppliers and dealers for their continued cooperation.

Registered Office: BY ORDER OF THE BOARD

I06, Armenian Street

Chennai 600 001 M. ETHURAJAN

Date: Ist September 20I2 EXECUTIVE CHAIRMAN

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Mar 31, 2010

The Directors present the Forty First Annual Report and Audited Accounts of the Company for the 6 months period ended 31st March 2010.

FINANCIAL RESULTS

Rs. In Lakhs

2009-2010 7008-2009

6 months 18 months

Operating Profit / (Loss) 85.26 (1077.18)

Interest and Finance Charges - -

Profit before Depreciation & Tax 85.26 (1077.18)

Depreciation 14.45 104.49

Impairment Loss (AS-28) - 915.00

Profit / (Loss) for the year 70.81 (2096.67)

Wealth tax paid (prior years) 866.44

Tax 4.00

(795.63) (2100.67)

Extra-ordinary items 3.83 654.00

Profit / (Loss) for the year (799.46) (2754.67)



REVIEW OF OPERATIONS

Textile Division B&C Mills

The textile mill continues to remain closed during the year under review also.

Service Division

The performance of the container freight station was continued to be satisfactory during the financial year 2009-10. However, owing to road traffic constraints prevailing in the location of our operation, higher revenue could not be anticipated during the current year.

BIFR

Earlier, BIFR sanctioned a Rehabilitation Scheme on 22nd October 2003. Then on 26th December 2006, BIFR passed an Order stating that the company is out of purview of BIFR, which was challenged before the Honble High Court of Madras by the employees Unions. The Madras High Court vide its order dated 7th August 2008, based on the joint memo filed by the Compan) and the employees Unions, declared that "further it is made clear that the petitioner company is ceased to be a sick industria undertaking with effect from 30.9.2005". The Board had decided it appropriate to consider restructuring the company through demerger of undertakings of the company into two or more companies to enable the companies to concentrate on their con business activities. During this period the company has demerged into three companies.

SCHME. or ARRANGEMENT & DEMERGER

On 5th December 2009, at the meeting of Board of Directors of the Company approved the Scheme of Arrangement to demerg the Companys properties undertaking comprising all assets and liabilities to S.V.GIobal Mill Limited and the Agencies and Service undertakings comprising all assets and liabilities demerged to Binny Mills Limtied. Based on the valuation reports of the value and in terms of the scheme for every Seven equity shares of Rs.5/- each of Binny Limited, the shareholders shall be entitled to receive Seven equity shares of Rs.5/- each fully paid up of S.V.GIobal Mill Limited and One equity share of Rs. 10/- each fully pai up of Binny Mills Limited as on the record date, in consideration of the demerger.

The Honble Hign Court of Madras, by an order dated 1st February, 2010, convened Extra-ordinary General Meeting of the equit shareholders of the company on 10th March 2010 for approving the Scheme of Arrangement. Subsequent upon shareholder approval of the Scheme of arrangement, a petition to sanction the scheme of arrangement under section 381 to 394 of th Companies Act, ! 956 was filed with the Honble High Court of Madras. The Honble High Court of Madras vide its Order date 22nd April 2010, sanctioned the Scheme of Arrangment under Sec.391 to 394 of the Companies Act, 1956 amongst Binny Limited and S V Global Mil! Limited and Binny Mills Limited. A certified copy of the Scheme was filed with the Registrar of Companies on 8th May 2010. In terms of the court sanctioned Scheme of Arrangement, 8* May 2010 has become the "effective date" and 1st January 2010 the "Appointed Date".

28* May 2010 was fixed as the record date for the purpose of allotment of shares to the shareholders of the Company, in the two resulting companies, viz., S.V. Global Mill Limited and Binny Mills Limited were allotted shares in terms of the Scheme, in the ratio of:

1. In S.V. GIobal Mill Limited (Resulting Company I):

a. 7 equity shares of face value of Rs.5/- each credited as fully paid up for every 7 equity shares of s.5/- each fully paid-up

b. One 9.75% Cumulative Redeemable Preference Share of face value of Rs.5/- each credited as fully paid up for every Thirty 9.75% Cumulative Redeemable Preference shares of Rs.5/- each fully paid-up

c. 138 9% Cumulative Redeemable Preference share of face value of Rs.5/- each credited as fully paid up for every 3,125 9% Cumulative Redeemable Preference shares of Rs.5/- each fully paid up.

2. In Binny Mills Limited (Resulting Company II) :

a. One equity share of face value of Rs, 10/- each credited as fully paid up for every 7 equity shares of Rs.5/- each fully paid-up

b. 15 9.75% Cumulative Redeemable Preference Share of face value of Rs.5/- each credited as fully paid up for every Thirty 9.75% Cumulative Redeemable Preference shares of Rs.5/- each fully paid-up

c. 1,631 9% Cumulative Redeemable Preference share of face value of Rs.5/- each credited as fully paid up for every 3,125 9% Cumulative Redeemable Preference shares of Rs.5/- each fully paid up.

The Share certificates to the equity shareholders were allotted and issued in the respective resulting companies on 2nd June 2010.

Central Depository Services (India) Limited (CDSL) has permitted the equity shares of the compony for connectivity in their depository vide ISIN No: INEII8K0I0II. The respective resulting companies have complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and are under process.

Formalities in respect of Increase in authorized share capital, issue of preference share capital and reduction in preference share capital in terms of the Scheme were complied with at the Board Meeting held on 12.5.2010, but the "Appointed Date" being 1st January 2010, pending these formalities the additional preference share capital and reduction in preference share capital have been accounted for in the Balance Sheet of the Company as on 31.3.2010.

Accounting entries in respect of transfer of assets and liabilities from Binny Limited to the respective resulting companies were made with effect from 1.1.2010 and the excess of the value of assets over the value of liabilities transferred pursuant to the Scheme of Arrangement amounting to Rs. 10,287.54 lakhs have been credited to "Capital Reserve Account".

DIRECTORS

At the meeting of Board of Directors held on 29th April 2010, Dr. Sadayavel Kailasam, has been co-opted as an additional independent Director of the Company to hold office upto the date of the ensuing Annual General Meeting and being eligible for reappointment. With this appointment, the Company continue to comply with the terms of Clause 49 ( C ) (iv) of the Listing Agreement with Stock exchanges.

Mr. Justice S. Jagadeesan, Mr.S. Vijayaraghavan, Mr. R Krishnan and Mr. Arvind Nandagopal retire by rotation and offer themselves for reappointment.

Binny Engineering Limited

The audited accounts for the 6 months period ended 31.3.2010 and other repots of the company as required under section 212 of the Companies Act is attached.

Statutory Requirements

As per the requirements of section 217 (I) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure to this Report.

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules i 975 are not applicable as none of the employees is, coming under the purview of this section.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, ! 956, the Directors state as follows:

i. that in the preparation of annual accounts for the six months period ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the six months period ended 31st March, 2010 and of the profit or loss of the Company for the said period under review.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the six months period ended 31st March 2010 on a "going concern" basis.

COST AUDITOR

As per the reference made to the Central Government by the Company for non-requirement of complying with the provision of Sec.233(B) of the Companies Act, 1956, since there is no production of the product "textile" under reference for cost audit for the financial years 2007-08 and 2008-09, the Central Government has granted exemption for the said period. The necessary application has been submitted to the Central Government for the year 2009-10 and the exemption is expected.

CORPORATE GOVERNANCE

The report on Corporate Governance forms part of Annexure to Directors Report.

SECRETARIAL AUDIT

In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a practicing company secretary. The findings of the same were satisfactory.

DIRECTORS CLARIFICATIONS TO AUDITORS REMARKS

In regard to the remarks in the Auditors Report, your directors wish to clarify as under:

4 (f) (i) Pursuant to Clause 8 of the Scheme of Arrangement sanctioned by the Honble High Court of Madras, your Directors engaged a reputed valuer to revalue the B & C Mill Compound forming part of the remaining undertaking and to restate the value of the brought forward loss.

4 (f) (ii) Efforts are being made to confirm the balances.

4 (f) (iii) The Company has filed returns with "Nil" taxable wealth and the Department has not raised any demand till 31.3.2010 and the management is of the view that there are no wealth tax liability as on 31.3.2010.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, Chennai 600 017 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Kamataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees, suppliers and dealers for their continued cooperation.

By Order of the Board

Chennai

25th August 2010

M ETHURAjAN

Executive Chairman