BIL Vyapar Ltd Auditor Reports

To the members BIL Vyapar Limited (Formerly known as Binani Industries Limited) (A Company under Corporate Insolvency Resolution Process vide NCLT order) Report on the audit of the Standalone Financial Statements Company Insolvency Proceedings as per Insolvency and Bankruptcy Code, 2016 (IBC)

In accordance with the Insolvency and Bankruptcy Code, 2016 ("the Code"), the Honble National Company Law Tribunal, Kolkata Bench ("NCLT") admitted a petition for corporate insolvency resolution process ("CIRP") filed by M/s. Punjab National Bank against the Company vide its Order dated November 13, 2025. Mr. Mr. Subodh Kumar Agrawal, (IBBI/IPA-001/IP-P00087/2017-18/10183) was appointed as an Interim Resolution Professional ("IRP") to manage the affairs of the Company in accordance with the provisions of the Code. Subsequently, the Honble NCLT Order dated January 13, 2026 confirmed the appointment of Ms. Ms. Rachna Jhunjhunwala (IBBI/IPA-001/IP00389/2017-18/10707) as the Resolution Professional ("RP") of the Company. Pursuant to the Insolvency

Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors of the Company were suspended with effect from November 13, 2025 and the same are being exercised by the IRP / RP. As on the date of this Report, the CIRP of the Company is ongoing and the resolution plan, if any, is under evaluation by the Committee of Creditors.

Disclaimer of Opinion

We were engaged to audit the accompanying standalone Ind AS Financial Statements of BIL Vyapar Limited (Formerly known as Binani Industries Limited)

("the Company"), which comprise the Standalone Balance sheet as at March 31, 2026 , the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows and for the year ended March 31, 2026, and notes to the Standalone Financial Statements, including material accounting policies and other explanatory information (hereinafter referred to as the

"Standalone Financial Statements").

We do not express an opinion on the accompanying Standalone Financial Statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Standalone Financial Statements.

Basis for Disclaimer of Opinion

We conducted our audit of the Standalone Financial Statements 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 ‘Auditors Responsibilities for the Audit of the Standalone 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

(ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Standalone Financial Statements. The matters giving rise to our disclaimer of opinion are as follows:

1. The Company had given Corporate Guarantees to the lenders of Edayar Zinc Limited (EZL) and Letter of Comfort / Undertaking to the lenders of BIL Infratech Limited in earlier years towards working capital facilities availed by them. The aggregate outstanding balance in respect of Edayar Zinc

Limited as of March 31, 2026, amounts to INR 8,025 Lakhs (excluding interest) (March 31, 2025: INR 8,025 Lakhs).

Edayar Zinc Limited (EZL), erstwhile subsidiary of the Company which ceased to be a subsidiary with effect from March 4, 2022, has entered into a One Time

Settlement (OTS) with the banks. Further, Mina Ventures Private Limited has consented to replace the Corporate Guarantee provided by the Company to the bankers of EZL and has also undertaken to bear the entire present and contingent liabilities of EZL without recourse to BIL Vyapar Limited (formerly known as Binani Industries Limited).

However, the lenders of EZL, namely Punjab National Bank and Punjab & Sind Bank, have filed their claims during the Corporate Insolvency Resolution Process ("CIRP") proceedings of the Company and the same have been admitted. Accordingly, the Corporate Guarantee provided by the Company in respect of EZL has not yet been formally released by the lenders. The consequential financial impact, if any, arising from the aforesaid matter has not been considered in the preparation of the accompanying Standalone Financial Statements. Consequently, we are unable to comment upon the adjustments, obligations, liabilities or provisions, if any, that may be required in respect of the aforesaid Corporate Guarantees and the consequential impact thereof on the accompanying

Standalone Financial Statements. In respect of the above, the Company has maintained the provision made in respect of loss allowances amounting to INR

2,149.10 Lakhs as of March 31, 2026, as required by Ind AS 109 ‘Financial Instruments.

2. We have been informed that the Company has carried out valuation of its Assets Held for Sale, including Land and Buildings, in accordance with

Regulation 35 of the CIRP Regulations through registered valuers. However, we have been informed that the valuation reports are confidential in nature and hence have not been shared with us. Accordingly, Land and Buildings as of March 31, 2026, continue to be carried at their book values instead of being restated to their estimated net realisable values / values determined by the registered valuers as at that date. Consequently, we are unable to comment upon the adjustments, provisions, impairments or write-downs, if any, that may be required to the carrying value of such Land and Buildings and the consequential impact thereof on the accompanying Standalone Financial Statements.

3. The Company had entered into an MOU with M/s Maharashtra Wood Based Industries Estate (‘MWBIE) on January 21, 2019, for sale of land in Wada. As per the MOU, the obligations by the buyer were to be completed within 60 days. With lapse of time, the MOU was terminated, and termination letters were sent to the Party. Subsequently the land was sold to M/s Afamado Advisory Services Private Limited, and the conveyance deed was executed and duly registered. MWBIE has issued a notice and filed a case (SCS265/2021) in the District Civil Court, Thane. The matter is sub-judice, hence the liability, if any cannot be determined.

4. On May 22, 2025, the Company entered into agreement for sale to sell the immovable property owned by the Company in Ahmedabad. As per the Agreement for sale, the Company has sold the property at loss of INR 33.51 lakhs. However, the Company in the current period has not recognized Sale of the property and correspondingly not accounted for loss on such sale. Had the Company recognised the disposal of immovable property, the Asset held for Sale would have been lower by INR 159.51 lakhs and loss for the year end would have increased by INR 33.51 lakhs (Refer Note 26 of the Standalone Financial Statements).

We have been informed that: a. Parties to the sale had filed an application before the Honble Bench which is reserved for order and pending for pronouncement as on the date of this Report. b. The Company has continued to record Sirohi Land in its books of account. However, based on the search report made available to us, the said land had already been sold and registered in earlier years. The consequential effect of the same has not been considered in the books of account for the financial year ended March 31, 2026. Consequently, we are unable to comment upon the adjustments, derecognition, gain/loss on sale, or other consequential impacts, if any, that may be required in the accompanying Standalone Financial Statements.

5. The Company is under Corporate Insolvency Resolution Process (CIRP) pursuant to an Order of the Honble National Company Law Tribunal and is currently under moratorium in accordance with Section 14 of the Insolvency and Bankruptcy Code, 2016. The accompanying Standalone Financial Statements includes Income Tax related receivables aggregating to INR 1,145.97 lakhs. However, in the absence of adequate supporting records and reconciliations, the Company has not been able to identify and trace such receivables against the corresponding liabilities / demands and their ultimate recoverability and settlement remain uncertain and subject to the outcome of the CIRP proceedings. Further, no fresh proceedings can be initiated or continued against the Company during the moratorium period. Consequently, we are unable to comment upon the recoverability, adjustments, write-offs, provisions, if any, that may be required in respect of the aforesaid balances and the consequential impact thereof on the accompanying Standalone Financial Statements.

6. We draw attention to Note 26 of the Standalone Financial Statements, which indicates that the Company has accumulated losses of INR 21,766.17 lakhs and its net worth has fully eroded as of March 31, 2026, and the company is under CIRP. The Companys liabilities exceeded its total assets by

INR 18,627.68 lakhs as at the balance sheet date. However, in the absence of any business plan, the going concern assumption is not appropriate for the preparation of the Standalone Financial Statements of the Company as and for the period ended March 31, 2026. Accordingly, the Standalone

Financial Statements of the Company have been prepared on a liquidation basis i.e., assets are measured at lower of carrying amount and estimated net realisable value and liabilities are stated at their estimated settlement amounts.

Key Audit Matters

Except for the matter described in the Basis for Disclaimer of Opinion paragraph, we have determined that there are no key matters to communicate in our report.

Emphasis of matter

We draw attention to Note 1 of the Standalone Financial Statements, which indicates that the Company has accumulated losses of INR 21,766.17 lakhs and its net worth has fully eroded as at March 31, 2026. The Companys liabilities exceeded its total assets by INR 18,627.68 lakhs as at the balance sheet date.

Triton Trading Company Private Limited, the promoter company has committed to provide continued operational support to the Company. However, in the absence of any business plan, the going concern assumption is not appropriate for the preparation of the Standalone Financial Statements of the Company as and for the year ended March 31, 2026. Accordingly, the Standalone Financial Statements of the Company have been prepared on a liquidation basis i.e., assets are measured at lower of carrying amount and estimated net realisable value and liabilities are stated at their estimated settlement amounts. Our opinion is not modified in respect of this matter.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

In view of the ongoing CIRP, The Resolution Professional is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the Standalone Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Resolution Professional and those charged with Governance for the Standalone Financial Statements

As the CIRP has been initiated in respect of the Company under the provisions of "The Insolvency and Bankruptcy Code, 2016" (‘IBC / ‘the Code) by the National Company Law Tribunal ("NCLT"), Kolkata Bench, vide its Order dated November 21, 2025, the powers of the Board of Directors stand suspended as per Section 17 of the Code and such powers are being exercised by the Resolution Professional appointed by the National Company Law Tribunal by the said Order under the provisions of the Code.

In view of the ongoing CIRP, the Resolution Professional is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the and other accounting principles generally accepted in India including the Indian Accounting Standards(Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, Resolution Professional is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Resolution Professional either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

In discharging the aforesaid responsibilities, the Resolution Professional has relied upon the assistance and information provided by the erstwhile management, Key Managerial Personnel, employees and other professionals appointed under the Code.

Having regard to the ongoing CIRP and the circumstances of the Company, the Resolution Professional has concluded that the use of the going concern basis of accounting is not appropriate and accordingly the Standalone Financial Statements have been prepared on a liquidation basis of accounting. The Resolution Professional is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our responsibility is to conduct an audit of the Companys Standalone Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, and to issue an auditors report. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Standalone Financial

Statements.

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 Standalone Financial Statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics.

Other Matters a. The Standalone Financial Statements have been prepared by the Resolution Professional relying upon the assistance, information, records and explanations furnished by the erstwhile management, Key Managerial Personnel, employees and other professionals appointed under the Code. Our reporting on the Standalone Financial Statements is limited to the extent of the records and information made available to us as at the date of this report.

The Resolution Professional has taken these Standalone Financial Statements on record on May 29, 2026 and has signed the same in her capacity as the Resolution Professional of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016, and not in any personal capacity, and without any personal financial or other liability. b. BNP Paribas Bank issued a Bond dated September 14, 1985, in favour of the Customs Department on behalf of Binani Metals Limited (now merged with BIL Vyapar Limited). Against the said Bond, Binani Metals Limited had maintained a Term Deposit amounting to INR 89.97 Lakhs with BNP Paribas

Bank. The Compfany had created a provision towards the Bond issued, equivalent to the amount of the Term Deposit together with accrued interest thereon.

The Bond was subsequently invoked by the Joint Directorate General of Foreign Trade ("DGFT"), against which the Company had filed a suit and the matter remained sub judice. Pursuant to the Order dated December 4, 2025, passed by the Bombay City Civil Court, BNP Paribas Bank released an amount of INR 76.25 Lakhs in favour of the Joint Directorate General of Foreign Trade on December 31, 2025, against the said Bond invocation.

During the year, the Company has given effect in its books of account for the aforesaid settlement by adjusting the corresponding fixed deposit and related provision/counter guarantee balances. Further, the balance provision no longer required has been written back upon extinguishment of the related obligation. Interest accrued on the fixed deposit has also been accounted for to align the carrying value with the balance confirmation/ statement received from BNP Paribas Bank as at March 31, 2026. However, TDS credit, if any, relating to such accrued interest has not been recognised considering uncertainty regarding its recoverability/receipt.

An application has been filed against BNP Paribas Bank before the Honble NCLT Kolkata Bench which is presently pending for adjudication. c. The financial statements of the Company for the year ended March 31, 2025, were audited by M/s. V. P. Thacker & Co., Chartered Accountants (Firm Registration No. 118696W), the erstwhile statutory auditors of the Company. The said firm has merged with M/s. TLB & Co., Chartered Accountants

(Firm Registration No. 016505S), with effect from January 29, 2026, in accordance with the ICAI (Merger and Demerger of CA Firms) Guidelines, 2024.

The erstwhile statutory auditors had expressed a modified opinion on those financial statements vide their report dated May 19, 2025.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit, we report that, Except for the possible effects of the matters described in the Basis for

Disclaimer of Opinion paragraph above: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Standalone Financial Statements; b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement of Other Comprehensive Income, Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of accounts; d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act; e) Since the Company is under Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors stand suspended and are being exercised by the Resolution Professional. Accordingly, written representations under Section 164(2) of the Companies Act, 2013 have not been received from the directors and taken on record by the Board of Directors. Consequently, we are unable to comment on whether any director is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses a disclaimer of opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to standalone financial statements.

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the managerial remuneration paid/ provided by the Company during the year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,

2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i. In view of the matter stated in paragraph 1 in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether Note 22 of the Standalone Financial Statements fully disclose the impact of pending litigations on its financial position in its Standalone Financial

Statements; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. Therewere no amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in notes to accounts, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (‘Intermediaries) with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (‘Funding Parties) with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our attention that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e) as provided under (a) and (b) above, contain any material misstatement. v. The Company has neither declared nor paid any dividend during the year. Thus, compliance of section 123 is not applicable to the

Company. vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.

For TLB & Co.

Chartered Accountants

Firm Registration No. 016505S

Sd/-

Rishab Lodha

Partner

Membership No. 238066

Place: Bangalore

Date: May 29, 2026

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date]

Except for the possible effects of the matters described in the Basis for Disclaimer of Opinion in our main report, according to the information and explanations given to us, and the basis of our examination of the records of the Company in the normal course of audit, we state that: i. a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Assets Held For Sale.

(B) The company has no intangible assets. Accordingly, clause 3(i)(b)(B) of the Order is not applicable. b. Certain assets held for sale have been physically verified by the management annually which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification. c. The title deeds of immovable properties are held in the name of the company except for below properties;

(INR In lakhs)

Description of property	Gross carrying value	Held in name of	Whether promoter, director or their relative or employee	Period held – indicate range, where appropriate	Reason for not being held in name of company (also indicate if in dispute)
Unit no. 705-706, 7th floor, Sakar-II, Ashram Road, Ahmedabad	157.24	Binani Metals Limited	No	30/08/2012 till date	Binani Metals got merged with Binani Industries Limited on 21-01-2016.
Car Parking Lot,40A,40B,41A,41B	7.28	Binani Metals Limited	No	18/02/2013 till date	Binani Metals got merged with Binani Industries Limited on 21-01-2016.
187, Pindwada, Sirohi, Rajasthan	150.00	Dhaneshwar Solution Private Limited	No	Purchase Agreement not available.	Dhaneshwar Solution Private Limited got merged with Binani
				Revaluation agreement shared.	Metals on 21-06-2013.

d. The Company has not revalued its Assets held for sale (including Right of Use assets) or intangible assets or both during the year. e. There are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property

Transactions Act, 1988 and rules made thereunder. ii. a. Company is a service company. Accordingly, it does not hold any physical inventories. Accordingly, clause 3(ii)(a) of the Order is not applicable. b. The Company has not been sanctioned any working capital limit from banks or financial institutions on the basis of security of current assets at any point of time during the year. Accordingly, clause 3(ii)(b) of the Order is not applicable. iii. The Company has made investments in, provided guarantee or security and granted loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year, in respect of which: a. The Company has provided guarantee or security and granted loans or advances in the nature of loans during the year and the details of which are given below: (INR In lakhs)

Particulars	Loans	Guarantees
A. Aggregate amount granted / provided during the year:
Subsidiaries	-	-
Others	-	-
B. Balance outstanding as at balance sheet date in respect of above cases
Subsidiaries	1.5	-
Others	-	13,196

b. In our opinion, the terms and conditions of the grant of all loans are not prejudicial to the Companys interest. Moreover, the terms and conditions of the guarantees provided are not prejudicial to the Companys interest as the company has provided loss allowance for the same.

(Refer Note 22 of Standalone Financial Statements).

c. In respect of loans granted, the schedule of repayment of principal and payment of interest was stipulated for loans extended to the Subsidiary in earlier years. However, there are no such stipulations towards repayment of principal and interest in the current year due to inability of subsidiary to repay the principal amount and its accumulated interest liability due to insufficient funds. Thus, the Company has kept the loan amount to the extent of cash and bank balance of the subsidiary by providing the balance loan and interest amounts in the books of accounts. Further, the Company has not given any loan/ advance in the nature of loan to any party during the year. d. The total amount of loan/advance in the nature of loan is overdue for more than ninety days. The Company has written down the loan amount to the extent recoverable from the company. Reasonable steps are taken for recovery of principal and interest in respect of loans. Further, the Company has not given any advance in the nature of loan to any party during the year. (Refer Note 28 of Standalone Financial Statements) e. There is no loan falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties. f. The Company has not granted loans or advances in the nature of loans to Promoters/Related Parties (as defined in section 2(76) of the Act) which are either repayable on demand or without specifying any terms or period of repayment during the year. iv. The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable. v. The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable. vi. The maintenance of the cost records has not been specified for the activities of the company by the Central Government u/s 148(1) of the Companies

Act, 2013. Accordingly, clause 3(vi) of the Order is not applicable. vii. a. Amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax, Provident fund, Employees State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues as applicable have been regularly deposited by the Company with the appropriate authorities, except for few instances of delay in Tax Deducted at Source and Profession Tax. No undisputed amounts payable in respect of these statutory dues were in arrears as at March 31, 2026 for a period of more than six months from the date they became payable.

b. There are no statutory dues relating to Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues, as applicable which have not been deposited with the appropriate authorities on account of any dispute, except for following:

Name of the statute	Nature of the dues	Amount (INR in lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax Matters	122.52	FY 2018-19	CIT(A)
Income Tax Act, 1961	Income Tax Matters	313.72	FY 2017-18	CIT(A)
Income Tax Act, 1961	Income Tax Matters	8,055.29	FY 2016-17	CIT(A)
Income Tax Act, 1961	Income Tax Matters	9,326.73	FY 2014-15	CIT(A)
Income Tax Act, 1961	Income Tax Matters	754.92	FY 2013-14	CIT(A)
Income Tax Act, 1961	Income Tax Matters	32.10	FY 2009-10	CIT(A)
The Employees Provident	PF Demands	52.17	FY 2020-25	Regional P F Commissioner I
Funds and Miscellaneous				RO:Mumbai
Provisions Act, 1952

viii. The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable. ix. a. The Company has loans amounting to INR 5,176.90 Lakhs which are repayable on demand and terms and conditions for payment of interest thereon have not been stipulated. According to the information and explanations given to us, such loans and interest thereon have not been demanded for repayment during the relevant financial year. b. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. c. The Company has not taken any loan during the year and there are no unutilised term loans at the beginning of the year and hence, reporting under clause 3 (ix) (c) of the Order is not applicable. d. On an overall examination of the Standalone Financial Statements, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

e. According to the information and explanations given to us and on an overall examination of the Standalone Financial Statements of the

Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures as defined under the Act. f. The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, associate or joint ventures and accordingly, reporting on clause 3(ix)(f) of the Order is not applicable. x. a. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year.

Accordingly, reporting on clause 3(x)(a) of the Order is not applicable. b. During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3 (x)(b) of the Order is not applicable. xi. a. Based on examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit. b. No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies

(Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report. c. As represented to us by the management, there were no whistle blower complaints received by the company during the year. Accordingly, clause 3(xi)(c) of the Order is not applicable. xii. The Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable. xiii. All the transactions with related parties are in compliance with Section 177 and 188 of the Act and all the details have been disclosed in the Standalone Financial Statements as required by the applicable Accounting Standard. (Refer Note 24 B to the Standalone Financial

Statements) xiv a. The Company has an internal audit system commensurate with the size and nature of its business. b. The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us. xv. The Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, clause

3(xv) of the Order is not applicable. xvi a. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the

Order is not applicable. b. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the

Order is not applicable. c. The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause

3(xvi)(c) of the Order is not applicable. d. According to the information and explanations provided to us during the course of audit, the Group (as per the provisions of the Core

Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC. xvii. The Company has incurred cash losses amounting to INR 124.91 Lakhs during the financial year covered by our audit and INR 168.68 lakhs in the immediately preceding financial year. xviii There has been no resignation of the statutory auditors during the year. The erstwhile statutory auditors, M/s. V. P. Thacker & Co., Chartered Accountants, ceased to exist consequent to their merger with M/s. TLB & Co., Chartered Accountants (the merged firm), with effect from January 29, 2026, in accordance with the ICAI (Merger and Demerger of CA Firms) Guidelines, 2024. Accordingly, the requirement to consider issues, objections or concerns raised by the outgoing auditors does not arise, and hence reporting under this clause is not applicable xix. Based on Note 26 to Standalone Financial Statements, the Company has accumulated losses of INR 21,766.17 lakhs and its net worth has fully eroded as at March 31, 2026 and the Companys liabilities exceeded its total assets by INR 18,627.68 lakhs as at the balance sheet date, the going concern assumption is not appropriate for the preparation of the Standalone Financial Statements of the Company as and for the year ended March 31, 2026. Accordingly, we are of the opinion that a material uncertainty exists as to the ability of the Company to continue as a going concern.

Accordingly, the Standalone Financial Statements of the Company have been prepared on a liquidation basis, i.e., assets are measured at lower of carrying amount and estimated net realisable value and liabilities are stated at their estimated settlement amounts and this matter has been dealt with under the Basis for Disclaimer of Opinion and Emphasis of Matter paragraphs of our Main Report.

xx. The provisions of section 135 related to Corporate Social Responsibility is not applicable to the Company. Accordingly, the reporting under clause

3(xx) is not applicable. xxi. The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment in respect of the said clause has been included in this report.

For TLB & Co.

Chartered Accountants

Firm Registration No. 016505S

Sd/-

Rishab Lodha

Partner

Membership No. 238066

Place: Bangalore

Date: May 29, 2026

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date]

Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 ("the Act")

We were engaged to audit the internal financial controls of BIL Vyapar Limited (Formerly known as Binani Industries Limited) ("the Company") as at March 31, 2026, in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Resolution Professionals Responsibilities for Internal Financial Controls

In view of the ongoing CIRP, the Resolution Professional is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls with reference to Standalone Financial Statements issued by The Institute of Chartered Accountants of India (ICAI).

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys 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, as required under the Companies Act, 2013.

Auditors Responsibilities

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Internal Financial Controls with reference to Standalone Financial Statements

(the "Guidance Note") and the Standards on Auditing, issued by The Institute of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Standalone Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to Standalone Financial Statements and their operating effectiveness.

Our audit of internal financial controls with reference to Standalone Financial Statements included obtaining an understanding of internal financial controls with reference to Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We have not been able to obtain sufficient and appropriate audit evidence, which is the basis for our disclaimer of audit opinion as explained in Disclaimer of Opinion paragraph below, on the Companys internal financial controls with reference to Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to financial statements

A Companys internal financial control with reference to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to Standalone Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Disclaimer of Opinion

As described in Basis for Disclaimer of Opinion paragraph of our main report, the Company has not established adequate internal financial controls and material weakness existed with respect to matters stated therein.

A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control with reference to Standalone Financial Statements, such that there is a reasonable possibility that a material misstatement of the companys annual or interim Standalone Financial Statements will not be prevented or detected on a timely basis.

Due to the significance of the matters described in the Basis for Disclaimer of Opinion paragraph of our main audit report and the possible effects of the material weaknesses described above, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an opinion on whether the Company had adequate internal financial controls with reference to Standalone Financial Statements and whether such internal financial controls were operating effectively as at March 31, 2026. Accordingly, we do not express an opinion on the Companys internal financial controls with reference to

Standalone Financial Statements as at March 31, 2026 based on the internal control with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the Standalone Financial Statements of the Company for the year ended March 31, 2026, and these material weaknesses have inter - alia affected our opinion on the Standalone Financial Statements of the Company and we have issued Disclaimer of Opinion on the Standalone Financial Statements.

For TLB & Co.

Chartered Accountants

Firm Registration No. 016505S

Sd/-

Rishab Lodha

Partner

Membership No. 238066

Place: Bangalore

Date: May 29, 2026