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:

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

Technology Absorption

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