Binny Ltd

Regulatory warning and governance background

• SEBI Administrative Warning Letter dated 10 Sep 2026 received 22 Sep 2026.
• Delay in stock exchange disclosures regarding resignations of M. Nandagopal, A. Nandagopal, and T. Krishnamurthy.
• Board vacuum from 31 Jul 2024 SEBI order until 4 Jan 2025.
• High Court-appointed administrator oversaw January 2025 EGM; subsequent board reconstitution.
• Company states delay occurred due to extraordinary circumstances, not intent to withhold disclosures.
• CFID examined resignations in Oct 2025; company submitted detailed response.
• Company to disclose the warning to exchanges and place before the Board.
• No material financial impact disclosed.
• Matter requested to be treated as closed.

Overall Compliance Status

• Not fully compliant; notable delays and governance actions observed during the review period.
• Penalty of 15 lakh paid; AGM extension and director removals indicate governance interventions.

Key Non-Compliances

• Regulation 33: Delay in filing unaudited quarterly results for Q1, Q2, Q3 2025.
• Regulation 31: Delay in filing shareholding pattern for quarter ended 30.06.2025.
• Independent Director issues: earlier non-declaration of independence; show cause; subsequent removal.

Remedial Actions

• SEBI penalty of 15 lakh paid per adjudication order.
• Removal of two independent directors; DIR-12 filing completed.
• Board reconstitution and AGM extension to December 31, 2025.

Board and Committee Composition

• Significant board reconstitution under Administrator in 2024; disruption delayed reporting.
• AGM 2025 removed two independent directors.

Website and Disclosure Practices

• Website maintained; disclosures under Regulation 27(2) accessible and current.

Subsidiary Compliance

• Identified material subsidiaries BNREL and New Re Energy Limited.
• Disclosure of material subsidiary status and ongoing business activities.
• Sale deeds executed; settlement with Mohan Breweries; assets transferred.

Regulatory Actions

• SEBI adjudication order led to 15 lakh penalty; paid in December 2025.
• No other SEBI or stock-exchange actions reported.

Special Situations

• Board reconstitution under administrator; AGM extension due to investigations.

AGM Details

• Date and time: 7 September 2026, 12:00 IST, via VC/OAVM.
• Mode: VC/OAVM; venue deemed at registered office.
• 66 attendees via VC/OAVM counted for quorum.

Resolutions and outcomes

• Ordinary resolution: adopt audited financial statements for FY 2025-26; 99.99% in favour.
• Ordinary resolution: re-appoint James Richard Williams; 99.54% in favour.
• Ordinary resolution: appoint Secretarial Auditor M/s. RLS & Associates for five-year term; 99.54% in favour.

Directors

• Director James Richard Williams re-appointed after retirement by rotation.

Auditors

• Secretarial Auditor appointed for five-year term (2025-26 to 2029-30).

AGM Details

• Date and time: 07 September 2026 at 12:00 Noon.
• Mode: VC/OAVM.
• Record date: 31 August 2026.
• Remote e-voting: 04–06 Sept 2026; e-voting during AGM.

Resolutions Put to Vote

• Ordinary: Adoption of financial statements and reports for FY2025-26.
• Ordinary: Re-appointment of Nutrajan Ramesh as director by rotation.
• Special/Ordinary: Appointment of RLS & Associates as Secretarial Auditors for 5 years (FY2025-26 to FY2029-30).

Voting Status

• Adoption of financial statements: results not disclosed.
• Re-appointment of Nutrajan Ramesh: results not disclosed.
• Secretarial Auditor appointment: results not disclosed.
• E-voting results to be announced within two working days.

Director Changes

• Re-appointment of Nutrajan Ramesh as director by rotation.

Auditors

• Secretarial Auditor: RLS & Associates appointed for five-year term (FY2025-26 to FY2029-30).

Financial performance

• Revenue from operations: 6,550.86 lakh; decline vs 2024-25.
• PAT: 3,599.76 lakh; down from 4,651.91.
• Total comprehensive income: 3,624.44 lakh.
• EPS (basic): 16.13; diluted 16.13.
• Dividends: no dividend declared.

Revenue mix and JDA

• JDA revenue: 6,425.46 lakh; land sale: 125.40.
• Total revenue: 6,550.86 lakh.
• SPR JDA settled; Second Amended & Reinstated JDA executed on 6 Aug 2025.
• Osian Constructions JDA for 12.43 acres; Binny share 693 crore; 50/50 base FSI; 27/73 premium.

Capital structure and liquidity

• Equity capital: 1,115.97 lakh; total equity: 48,403.83 lakh.
• Borrowings: 5.14 lakh; current; nil non-current.
• Cash and cash equivalents: 56.23 lakh; working capital: 43,932.24 lakh.
• Adjusted net debt to equity: Nil.

Governance and management

• Board of eight directors as of 31 March 2026.
• Independent Directors Bakshi and Jamuna removed by 31 Dec 2025.
• CFO Yuvaraj appointed 01 Aug 2025; DIR-12 filed 07 Aug 2025.
• Company Secretary Sudhir Anand appointed 04 Dec 2025; resigned 05 Jan 2026.
• Secretarial Auditor: RLS & Associates appointed for five years.

Audit, risk and controls

• Statutory audit: Venkatesh & Co; remuneration ₹25 lakh.
• Basis for qualified opinion: recoverability of 2,918.05 L to RRB Energy; Ind AS 115 revenue.
• IFC: Auditor's report expresses a qualified opinion on internal controls.
• SFIO investigation ordered; SAT hearing ongoing; settlement with SEBI on MBDL.

Regulatory action and litigation

• Penalty paid to SEBI: ₹15.00 lakh (Dec 10, 2025).
• Contingent liabilities: ₹46,047.68 lakh; tax and GST matters.
• SEBI land settlement: sale deeds executed; assets transferred.
• SAT hearings ongoing; MBDL settlement fully implemented.

CSR, sustainability and disclosures

• CSR spend: ₹87.91 lakh; ₹8.00 incurred; ₹79.91 carried to Unspent CSR.
• Unspent CSR to be utilized in 2026-27.
• CSR policy and disclosures on company website.

Operational and market developments

• Single segment: sale of land and JDA-based development in India.
• BNREL became associate after 55% stake sale; BNREL holds 44.97%.
• Strategic JDA projects across North Chennai, West Chennai, and Chengalpet.

Financial results approved

• Unaudited standalone quarterly results for quarter ended 30 June 2026 approved; Limited Review Report attached.

Key appointment

• Ms Heena Khera appointed Company Secretary and Compliance Officer, effective 12 August 2026.

Auditor remarks

• Audit review contains qualified conclusion on recoverability of Rs 2,918.05 Lakhs to RRB Energy.
• Revenue recognition not in prior years for Sanklecha Infra per Ind AS 115; Rs 1,912 Lakhs receivable.
• Balance confirmations not provided; impairment not considered.

Regulatory/compliance matters

• NCLT admitted the IBC insolvency application against RRB Energy; next hearing 19 August 2026.
• SAT-related settlement affidavits filed; hearing in progress.

Other business notes

• Single segment: Real Estate.
• Revenue from Operations under JDA includes Rs 2,191.11 Lakhs.

Binny Ltd — Trading window closed from July 31, 2026 till 48 hours after the declaration of unaudited financial results for the quarter ended June 30, 2026

Meeting Details

• Board meeting set for 12 August 2026 to consider unaudited quarterly results.

Key Agenda Items

• Consider and take on record unaudited quarterly results for quarter ended June 30, 2026.