Your Directors have great pleasure in presenting the Fifty Seventh (57th) Annual Report on the business and operations of your company together with Audited Financial Statement for the financial year ended 31st March 2026 and the Auditors' report thereon.

The Company's performance during the financial year ended March 31, 2026 as compared to the previous financial year is summarized below:

(Rs. in Lakhs)

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 Rs. 6550.86 lakhs.

During the year 2025-2026 under review, there were following changes in the composition of the Board of Directors.

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

b) Removal of Independent Directors by shareholders.

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

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

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

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

The present composition of the Board is as under,

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, Second Amended & Reinstated JDA, was duly executed on 06th August 2025 after getting the approval of the Shareholders under section 180 of the Companies Act,2013, incorporating the terms of compromise mutually agreed upon between the Company, Binny Limited, and SPR Construction Private Limited. Consequent to the execution of the revised agreement, the arbitration proceedings stood fully and finally settled, resulting in the complete closure of the arbitration tribunal and all connected legal proceedings.

Your Board of Directors is pleased to state that post-closure of the arbitration proceedings, the operations relating to the project have normalised in all respects. The relationship between the parties is now cordial, cooperative, and sprogressive, 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.

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 Constructions Private Limited, Chennai for developing the same into a residential complex. The revenue from the project is estimated at Rs. 1486 crores of which the Company's share works out about Rs. 693 crores.

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

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

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

This Joint Development Agreement is a normal commercial arrangement enabling the Company to unlock the value of its real-estate assets.

Key Terms:

1. Total Land extent: 12.43 acres

2. Location: Valasaravakkam

3. Type of Development: Stilt + 5 floors

4. Model: Revenue sharing.

A. Base FSI

Binny Limited — Land Owner: 50%

Osian construction Pvt. Ltd. — Developer: 50%

B. Premium FSI

Binny Limited — Land Owner : 27%

Osian construction Pvt. Ltd. — Developer: 73%

5. Refundable Security Deposit: The Developer agrees to pay a total refundable security deposit of Rs. 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.

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 31st 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 has filed an Appeal before Securities Appellate Tribunal (SAT) against the said order of SEBI dated 31st 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 01st September, 2025 for the same.

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

Chengalpet Land Registration Details

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

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

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

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

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

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

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

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.

The Company does not recommend any dividend for the year ended March 31, 2026.

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

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2025-26.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no unclaimed dividend from earlier years, which is more than 7 years. Therefore, during the year under review, transfer of unclaimed dividend to Investor Education & Protection Fund shall not arise.

Your Company has neither invited not accepted any fixed deposit from the public within the meaning of Chapter V of the Companies Act, 2013 made there under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

The Company does not have any subsidiary during the year under review. Accordingly the disclosure under Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not applicable.

Shri. RICHARD WILLIAMS JAMES (DIN: 06752954), Non-executive Director, was liable to retire by rotation at the 56th Annual General Meeting (AGM) pursuant to the provision of Section 152 (6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment.

Status of the Board of Directors during the Financial year 2025-2026

The Composition of the Board of Directors as on March 31, 2026 was as follows:

During the year under review, your Company appointed Mr. Sudhir Anand, as a Company Secretary & Compliance Officer with effect from December 05, 2025. Due to Personal reasons he resigned from the post of Company Secretary & Compliance Officer w.e.f. closing hours January 05, 2026. The Company is taking necessary steps to identify and appoint for the suitable candidate in compliance with applicable provision of the Companies Act, 2013 and SEBI Listing Regulations.

No employees of the Company was in receipt of Remuneration during the Financial Year 2025-26 in excess of the sum prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Board Meetings were conducted to review the Company's business and to discuss its strategies and plans. During the Financial Year ended 31st March 2026, 8 (Eight) Meetings of the Board of Directors were convened and held, the details of which are given in the Corporate Governance Report.

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.

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 2025-26.

Compliance in Respect of Independent Directors — FY 2025—26

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

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

The Company has:

• Obtained the Declarations of Independence from the existing 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).

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/

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/

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) in the preparation of the annual financial statements for the financial year ended 31st March, 2026, 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 31stMarch, 2026 and of the profit of the Company for the financial year ended 31st March, 2026;

(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.

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/

A. Statutory Auditors:

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

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

Statutory Auditors' Report

Auditors Observation:

1. The Company has advanced in the earlier years Rs. 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. However, the company has filed before the Hon'ble National Company Law Tribunal (NCLT), New Delhi, seeking initiation of insolvency proceedings against the said party.

2. 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 Rs. 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

Management response:

1. 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 17th 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.

Consequently, the Company filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 before the Hon'ble National Company Law Tribunal (NCLT), New Delhi, bearing Diary number/Year 0710102011012026, and seeking initiation of insolvency proceedings against M/s RRB Energy Limited.

The Application filed by the company came up for hearing on 17.07.2026. The matter was argued. After the hearing the Tribunal admitted the application and fixed the next date of hearing on 19.08.2026.

2. M/s Sanklecha Infra projects Private Limited has obligation to pay the balance consideration of Rs. 1,912.00 lakhs and accordingly the revenue has not been recognised as per the provisions of Indian Accounting Standards 115. The Management wish to state that immediately upon the receipt of balance consideration of Rs. 1,912.00 lakhs, the sale deed will be executed and the revenue will be recognised.

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 RLS & Associates, represented by its proprietor Mr.Rajiblochan

Sarangi, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for 5 (five) years till the conclusion of 61st Annual General Meeting. The remuneration will be fixed by the board.

The report of the Secretarial Auditor is enclosed as ANNEXURE II to this report.

The Management's responses to the observations and remarks in the Secretarial Audit Report for the Financial Year 2025-26 have been shown by the Secretarial Auditors themselves in the Same Report.

Reporting of fraud

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

The Company has complied with requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report as ANNEXURE III.

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 IV.

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.

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.

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.

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-V.

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.

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

Conservation of Energy

Technology Absorption

Foreign Exchange Earnings and Outgo:

Foreign Exchange earned: Nil Foreign Exchange used: Nil

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

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.

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/

The Company is liable to spend a sum of '87.91 lakhs as per Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility for the year ended 31st March 2026.

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

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.

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.

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.