Annual Report for FY2025-26 and the 57th AGM Notice was included in the same Annual Report

LIMITED. BINNY Estd 1799 CIN No. : L 17111TN1969PLC005736 14-08-2026 The Manager, The Department ofCorporate Services, BSE Limited, PhirozeJeejeebhoyTowers, Dalal Street, Fort, Mumbai 400001. DearSir7/ Madam, Sub: Annual Report for Financial Year 2025-26 and Notice of the 57% Annual General Meeting Compliance with Regulation 30, 34 & 36 (1) (b) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") This is furtherto our letterdated July 31,2026 intimatingthatthe intimatingthatthe 57thAnnual General Meeting of Binny Limited ('Company') will be held on Monday, September07,2026 through Video Conferencing/OAVM at 12:00 Noon 1.S.T Pursuantto Regulation 30 and 34(1) ofthe Listing Regulations, we enclose the following: 1. Annual Report ofthe Companyforthe Financial Year2025-26 2. Notice ofthe Annual General Meeting ofthe Company (including e-voting instructions). The Annual Report for the financial year 2025-26 along with Notice of 57" AGM is also being made available on the website ofthe company at https://binnylimited.in and the BSE Website at www.bseindia.com Pursuantto Regulation 36(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing a web-link and exact path ofthe Annual Report ofthe Company for FY 2025-26 is being sent to those Members who have not registered their e-mail addresses with the Company/Depositories. Website LinkofAnnual Report Exact path oftheAnnual Report Home Page>Click on "Investor https://binnylimited.in/investor-center/ Relations">Select" Financial Report" Select"2025-2026" Financial Report We requestyou totake note ofthe same and visitourwebsite/linkto access theAnnual Report. This letter is being sent to those Members who have not registered their email address with their Depository Participants as on the cut-offdate i.e., 07% August,2026. We request shareholders who have not registered/updated their email IDs to approach the Company/RTA/Depository Participantforthe same. Kindlytake the above on record and oblige. For BINNY,LI ITE B.S THYANARAYANAN Whole Time Director Regd. Office No.1, Cooks Road, Perambur, Chennai - 600 012. Tel No.: 044-2662 1053, e-mail binnyho@binnyltd.in GSTIN : 33AAACB2529G1Z6 Website : www.binnyltd.in 57th ANNUAL REPORT FINANCIAL YEAR 2025-26 CONTENTS Page 1. Board of Directors 1 2. Notice to Members 2 3. Directors Report 12 4. Secretarial Audit Report 25 5. Management Discussion & Analysis 30 6. Corporate Governance 34 7. Auditors Report 50 8. Balance Sheet 60 9. Statement of Profit & Loss 61 10. Cashflow Statement 62 11. Statement of Changes in Equity 64 12. Notes on accounts 66 BINNY LIMITED BINNY LIMITED ANNUAL REPORT 2025-26 DIRECTORS Shri.Sathyanarayanan Balakrishnan Whole-Time Director Shri.Nutrajan Ramesh Smt.Nilima Sathyanarayanan Shri.James Richard Williams Shri.Shankaran Sundar Raman Independent Director Shri.Dr.N.Ramamurthy Independent Director Shri.R.Subramanian Independent Director Shri.N.Kumaraguru Independent Director CHIEF FINANCIAL OFFICER Shri.Nellandi Devan Yuvaraj (w.e.f.14.05.2025) BANKERS HDFC Bank Axis Bank State Bank of India AUDITORS M/s.Venkatesh & Co., Chartered Accountants “SRI RANGA” New No.151,Mambalam High Road, T.Nagar,Chennai-600 017 REGISTERED OFFICE No.1,Cooks Road, Perambur, Chennai-600 012 Tamilnadu CIN: L17111TN1969PLC005736 BINNY LIMITED NOTICE Notice is hereby given that the Fifty seventh (57th) Annual General Meeting of Binny Limited will be held on Monday, 7th September, 2026 at 12 Noon I.S.T by way of Video Conferencing (“VC”) or other Audio-Visual Means (“OAVM”), to transact the following businesses. The venue of the meeting shall be deemed to be the Registered Office of the Company at No.1, Cooks Road, Perambur, Chennai - 600012. Ordinary Business: 1. To receive, consider and adopt the Audited Financial Statements of the Company together with the Reports of the Auditors and Board of Directors thereon for the Financial Year ended March 31, 2026 2. To appoint a director in place of Mr. James Richard William (DIN: 06752954) Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, the approval of members of the Company be and is hereby accorded to reappoint Mr.James Richard William (DIN: 06752954), as a Director of the Company who is liable to retire by rotation.” Special Business: 3. To appoint RLS & Associates, represented by its proprietor Mr.Rajiblochan Sarangi, Company Secretary in practice as Secretarial Auditors for the Company. To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions if any, of the Companies Act, 2013 (‘Act’), read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendation of the Audit Committee and Board of Directors of the Company (‘the Board’), approval of the members be and is hereby accorded to appoint RLS & Associates, represented by its proprietor Mr.Rajiblochan Sarangi, Company Secretary in Practice, having Membership No. ACS No.20312, Certificate of Practice No. 17498 and having Peer Review No. 2491/2022 as the Secretarial Auditor of the Company for a consecutive term of five years commencing from financial year 2025-26 till financial year 2029-30 on such terms and conditions as may be decided by the Board from time to time. RESOLVED FURTHER THAT the Board be and is hereby authorized to fix the annual remuneration plus applicable taxes and out-of-pocket expenses payable to RLS & Associates, represented by its proprietor Mr.Rajiblochan Sarangi, Secretarial Auditor, during his tenure as the Secretarial Auditor of the Company, as determined by the Audit Committee in consultation with RLS & Associates, represented by its proprietor Mr.Rajiblochan Sarangi. RESOLVED FURTHER THAT any of the Board of directors, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.” ON BEHALF OF THE BOARD SATHYA NARAYANAN BALAKRISHNAN WHOLE-TIME DIRECTOR DATE: 31.07.2026 PLACE: CHENNAI Notes: 1. Annual General Meeting through video conference /other video conference: The Ministry of Corporate Affairs (“MCA”) permitted holding of the AGM through VC/OAVM, without physical presence of the Members at a common venue. In compliance with the MCA Circulars, AGM of the Company is being held through VC/OAVM. The Registered Office of the Company shall be deemed to be the venue for BINNY LIMITED the AGM. [General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013”, General Circular Nos. 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 in relation to “Clarification on holding of AGM through VC/OAVM, collectively referred to as “MCA Circulars”] and The Securities and Exchange Board of India (“SEBI”) also issued Circular dated May 12, 2020, October 3, 2024 and the latest being Circular dated September 22, 2025, (hereinafter together referred as “Circulars”), has permitted the Companies to conduct the AGM through VC/OAVM until further notice and the requirement of Regulation 44( [Showing first 8,000 characters — download PDF for full document]