Binny Mills Limited has submitted its secretarial compliance report for the financial year ended March 31, 2026. Prepared by Elangovan & Associates, Practising Company Secretaries, the report examines the company's adherence to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), and other relevant guidelines.

The certification confirms that Binny Mills has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). All policies required under SEBI Regulations have been adopted by the Board of Directors and updated in conformity with regulatory guidelines. The company maintains a functional website with timely dissemination of required information.

Regulatory Actions and Shareholder Matters

During the review period, the BSE took specific actions regarding the company's status. The stock exchange revoked the suspension in trading of equity shares with effect from July 17, 2025, via notice No. 20250709-10 dated July 9, 2025. Additionally, the BSE issued approval for the reclassification of promoter shareholders under Regulation 31(A) of the SEBI LODR Regulations, 2015, as per reference LIST/COMP/HG/377/2025-26 dated August 8, 2025.

Compliance Status and Deviations

The report highlights that while the company has largely complied with regulations, there were specific deviations involving fines imposed by the BSE. The company does not have any subsidiary companies, and no directors are disqualified under Section 164 of the Companies Act, 2013.

The company paid a total of Rs. 2,160 (after deducting TDS) for a one-day delay in filing the Annual Report. For the delayed submission of financial results, a sum of Rs. 27,000 (after deducting TDS) was paid. A penalty of Rs. 10,00,000 plus GST was paid for the revocation process of the suspension in trading.

Governance and Disclosures

Binny Mills has conducted performance evaluations of the Board, Independent Directors, and Committees as prescribed. The company obtained prior approval from the Audit Committee for related party transactions and disclosed all required events under Regulation 30 of SEBI LODR Regulations within stipulated time limits. The report notes that no additional non-compliances were observed for any SEBI regulation during the period under review.

Binny Limited announced its unaudited standalone financial results for the quarter ended June 30, 2025, at a Board of Directors meeting held on May 15, 2026. The results, prepared under Indian Accounting Standard (Ind AS) 34 and filed pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reflect a year-on-year decline in both revenue and net profit for the quarter. The company operates exclusively in the real estate business segment. Pursuant to Regulation 47 of the Listing Regulations, Binny Limited further confirmed that its unaudited financial results for the quarter ended June 30, 2025 were published on May 17, 2026 in Financial Express (English) and Makkal Kural (Tamil).

Q1FY26 Financial Performance

For the quarter ended June 30, 2025, Binny Limited reported total income of ₹943.69 lakhs, a significant decline from ₹2,249.22 lakhs recorded in the same quarter of the previous year. Revenue from operations stood at ₹941.15 lakhs, compared to ₹1,947.10 lakhs in Q1FY25. The revenue recognised during the quarter pertains to the Second Amended and Reinstated Joint Development Agreement dated 06-08-2025.

The following table presents the key financial metrics for the quarter and comparative periods:

Total expenses for Q1FY26 were ₹239.10 lakhs, down from ₹604.61 lakhs in Q1FY25. Profit before tax stood at ₹704.58 lakhs versus ₹1,644.61 lakhs in the year-ago quarter. Tax expenses for the quarter included current tax of ₹167.15 lakhs, current tax pertaining to previous year of ₹157.90 lakhs, and deferred tax of ₹8.30 lakhs, resulting in a net profit of ₹371.23 lakhs. Other comprehensive income was ₹-1.22 lakhs, bringing total comprehensive income to ₹370.01 lakhs. The paid-up equity share capital remained unchanged at ₹1,115.97 lakhs (face value ₹5/- each).

Joint Development Agreement and Revenue Recognition

The revenue from operations of ₹941.15 lakhs for the quarter is entirely attributable to the Second Amended and Reinstated Joint Development Agreement dated 06-08-2025. The settlement under this agreement was facilitated by a Special Committee appointed by the Board, headed by a Retired Justice Bhaskar, which engaged two independent valuers to conduct a comprehensive valuation exercise using the Discounted Cash Flow (DCF) method. The settlement has been structured into two phases:

• Phase I: Up to 53.18 lakh sq. ft. of saleable area to be settled through a lump sum payment, after adjusting all prior payments made under the original JDA.
• Phase II: The balance saleable area, out of a total contemplated 120 lakh sq. ft. (including Premium FSI), to be developed under an Area Sharing model.

With respect to Phase I, M/s. SPR Construction Pvt Ltd, the developer, is to settle a further sum of ₹30,000 lakhs in addition to ₹62,351.95 lakhs as the company's share.

Settlement Scheme with Mohan Breweries and Distilleries Limited

Binny Limited provided an update on the implementation of its settlement scheme with M/s. Mohan Breweries and Distilleries Limited (MBDL), approved by public shareholders on October 9, 2021. Key developments are as follows:

Auditor's Qualified Conclusion and Key Legal Matters

The statutory auditors, Venkatesh & Co. (FRN: 004636S), issued a qualified conclusion on the standalone financial results. Two key qualifications were noted:

Advances to RRB Energy Limited: The company had advanced ₹2,918.05 lakhs to RRB Energy Limited in earlier years. The auditors noted insufficient audit evidence supporting recoverability and absence of balance confirmation. No impairment has been recognised in the financial results. The company has 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. An application under Section 9 of the IBC, 2016 was filed before the Hon'ble NCLT, New Delhi. The application was admitted on February 19, 2026, with the next hearing fixed for May 29, 2026.

Revenue Recognition — M/s Sanklecha Infra Projects Private Limited: A sum of ₹1,912 lakhs is receivable from M/s Sanklecha Infra Projects Private Limited under a sale agreement. The auditors noted that revenue had not been recognised in earlier financial years in accordance with Ind AS 115, and that the value of inventory includes the cost of the related land, which is not ascertainable. The company has stated that the sale deed will be executed and revenue recognised immediately upon receipt of the balance consideration of ₹1,912.00 lakhs.