Binani Industries Ltd Directors Report

The Directors are pleased to present 62^nd Annual report and the Audited Financial Statement for the year ended 31^st March, 2025 together with the Auditors Report thereon.

1) Financial Summary:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
	(Amount in Lakhs)	(Amount in Lakhs)	(Amount in Lakhs)	(Amount in Lakhs)
Total Income	2.51	28.33	2.51	28.33
Total Expenses	190.87	612.39	189.28	743.13
Profit before tax and exceptional items	(188.36)	(584.06)	(186.77)	(714.80)
Exceptional income	869.55	--	(869.55)	--
Profit after exceptional items before tax	681.19	(584.06)	682.78	(714.80)
Taxes(benefit)	--	--	--	--
Profit after tax	681.19	(584.06)	682.78	(714.80)
Other Comprehensive Income / (Loss)	--	--	--	--
Net Profit	681.19	(584.06)	682.78	(714.80)
Earnings per share (Basic)	2.17	(1.86)	2.18	(2.28)

2) Dividend:

During the year under review, the Board of Directors has not recommended dividend on the Equity Shares of the Company.

In terms of Section 47(2) of Companies Act, 2013 Triton Trading Company Private Limited (TTCPL), the preference shareholder of the Company shall have a right to vote on all resolutions placed before the Company on account of non-payment of dividend on 12,298,000 - 0.01% Non –Cumulative

Redeemable Preference Shares of Rs. 100/- each fully paid-up held by TTCPL in the Company. These shares were allotted on 31^st March, 2015.

During the year under review, the Board of Directors has not recommended dividend on the Equity Shares of the Company.

3) Transfer To Reserves:

The Board of Directors hasappearin decidedtoretaintheentireamountofprofitforFY 2024-25 g in the Statement of profit and loss.

4) Changes in the nature of Business:

During the year under review the Company did not undergo any change in the nature of its business.

5) Companys Performance:

The revenue for Current Year was 2.51 Lakhs, Lower by 91.15% over the previous years revenue of 28.00 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year is 681.19 Lakhs over the previous years loss of 584.06 Lakhs.

6) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings /Outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of Energy:

Your Company is into the business of Logistics Sector and is not involved in any manufacturing activity. The information as applicable and required to be provided under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given hereunder:

i. Steps taken or impact on conservation of energy - The operations of your Company are not energy- intensive. However, adequate measures have been initiated for conservation of energy.

ii. Steps taken by the Company for utilizing alternate source of energy - though the operations of the Company are not energy intensive, the

Company shall explore alternative source of energy, as and when the necessity arises iii. Capital investment on energy conservation equipment - Nil

B) Technology Absorption:

i. Efforts made towards technology absorption - The minimum technology required for the business has been absorbed derivlike product improvement, cost reduction, product development or import substitution - Not Applicable ii. Benefits iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) a. the details of technology imported - Not Applicable b. the year of import - Not Applicable c. whether the technology has been fully absorbed - Not Applicable d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable e. Expenditure incurred on Research and Development - Not Applicable

C) Foreign Exchange Earnings and Outgo:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions.

Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on account of differences in foreign exchange rates on settlement/ translation of monetary assets and liabilities are recognized in the Profit and Loss Account.

7) Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return is available on the Companys website at www.binaniindustries. com.

8) Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Managements discussion and analysis is set out as Annexure I forming part of this Annual Report.

9) Subsidiary Company:

Global Composites Holdings Inc is the Subsidiary Company of the BIL Vyapar Limited as on 31^st March, 2025. Further the Company does not have any Holding or associate Company.

10) Related Party Transactions:

During the year 2024-25, the arrangements entered into by the Company with related parties were approved by the Audit Committee pursuant to sub section (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act, 2013.

The related party transactions entered by the Company i.e. borrowing for the day to day expenses with Promoter group company are on arms length basis and repetitive in nature and the details of the same is given in Notes forming part of Financial Statements. There are no related party transactions with Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest and thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

11) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotescustomercentricity and requires employee mobility to address project needs.

12) Human Resources:

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations.

The Companys HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

13) Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31 ^st March, 2025.

14) Corporate Social Responsibility:

The company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the

Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

15) Directors:

a. Directors And Key Managerial Personnel:

As on 31^st March, 2025, the Company has Seven Directors with an optimum combination of Executive and Non-Executive Directors including Two women director. The Board comprises of Six Non-Executive Directors, out of which Four are Independent Directors.

b. Reappointment Director liable to retire by rotation

ballot deemed to be held on 19 The ^th April, 2024 approved the appointment of Mrs. Archana Shroff for the period of five years.

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Rajesh Kumar Bagri retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

In the opinion of the Board, the Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

Additional information on appointment/re-appointment of Directors as required under Regulation 26(4) and 36 of the Listing Regulations is appended as on annexure to the notice convening the ensuing AGM.

c. Declaration by Independent Directors:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and

Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

d. Board Evaluation:

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the

Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The action areas identified out of evaluation process have been discussed and are being implemented.

16) Familiarization Programme for Independent Directors:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

17) Meetings of the Board:

The Board of Directors met Five (5) times on 27^th May, 2024, 13^th August, 2024, 08^th November, 2024, 24^th January, 2025 and 11^th February, 2025, during the Financial Year 2024-25. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and

Regulation 17 of the Listing Regulations.

18) Directors Responsibility Statement:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended on 31^st March, 2025, the applicable accounting standards have been followed and there are not material departures from the same.

(b) The Directors have 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 at the end of the financial yearon31 ^st March, 2025 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficientcare for the maintenance of the adequate accounting records in accordance with the provisions of the

Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, (d) The Directors have prepared Accounts on going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operatingeffectively.

19) Nomination And Remuneration Committee:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section (1) of Section 178 of Companies Act,

2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director of directors, key managerial personnel and other employees.

20) Particulars of Loans, Guarantees or Investments:

There were no loans, guarantee or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

21) Material Changes and Commitments affecting the Financial Position of the Company:

As on date of signing this report, the name of the Company was changed from Binani Industries Limited to ‘BIL Vyapar Limited w.e.f. 04^th June,

2025 pursuant to the fresh Certificate of Incorporation received from Ministry of Corporate Affairs. Except this, there were no material changes and commitments affecting the financial position of the Company between the financial year of the Company to which the financial statements relate and the date of the report.

22) Auditors:

A. Statutory Auditor:

M/s. V.P Thaker & Co, Chartered Accountants, (having Firm Registration No.:118696W), were appointed as a Statutory Auditor of the Company to hold office until the conclusion of Annual General Meeting to be held in the Financial Year 2024.

The Board of Directors of the Company propose to reappoint M/s. V.P Thaker & Co (having FRN 118696W), as Statutory Auditors of the Company for a period of five (5) Years from conclusion of the ensuing Annual General Meeting to audit the books of account and to hold office until the conclusion of the AGM to be held in the financial year 2029-30 subject to the approval of members of the Company.

The said M/s. V.P Thaker & Co (having FRN 118696W), have confirmed in writing that they are willing, eligible and not disqualified from being appointed as Statutory Auditors of the Company for the aforesaid period.

The report given by the auditors on the financial statements of the Company is part of Annual Report. The Notes of Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

B. Secretarial Auditor:

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

For identification of Secretarial Auditor, the Management of the Company had initiated the process and had detailed interactions with certain eligible audit firms and assessed them against a defined eligibility and evaluation criteria.

As part of the assessment, the Management also considered the eligibility and evaluated the background, expertise and past performance of M/s HD and Associates as the Secretarial Auditors of the Company till date.

The Management presented the outcome of the assessment to the Audit Committee of the Board.

The Audit Committee considered the findings of the Management and recommended to the Board, the appointment of M/s. HD and Associates as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the ensuing 62 ^nd Annual General Meeting scheduled to be held on 16^th September 2025, through the conclusion of 67^th Annual General Meeting of the Company to be held in the year 2030.

The Board considered the recommendation of the Audit Committee with respect to the appointment of M/s. HD and Associates as the Secretarial

Auditors of the Company. Based on due consideration, the Board recommends for your approval, the appointment of M/s. HD and Associates as the Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 62 ^nd Annual General Meeting scheduled to be held on 16^th September 2025, through the conclusion of 67^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through FY2029-30.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided as Annexure-II to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

23) Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the

Company or to the Central Government.

24) Listing with Stock Exchanges:

Your Company is listed with the BSE Limited,NationalStockExchangeofIndiaLimitedandTheCalcutta Stock Exchange Limited and the Company has paid the listing fees to BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited

25) Internal Control Systems and their Adequacy:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

26) Maternity Benefits:

Your Company is committed to upholding the rights and welfare of its women employees. During the year under review, the Company continued to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female employees, including in accordance with the law. The Company also supports a women employees during and after maternity.

27) Meetings of Committees of the Board:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee. The detailsabout Committee Meetings are given below:

Sr. No. Particulars	No. of Meetings held
1. Audit Committee	4
2. Stakeholders Relationship Committee	1
3. Nomination & Remuneration Committee	1

 

28) COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:

Audit Committee

i) Mrs. Pankti Yogesh Patel Poojari – Chairperson, Non-Executive-Independent

ii) Mr. Manoj Thakorlal Shroff, Member Non-Executive-Non-Independent

iii) Mr. Pradyut Meyur, Member – Non-Executive-Independent

iv) Mr. Sanjib Ranjan Maity, Member – Non-Executive-Independent

Nomination & Remuneration Committee

i) Mr. Sanjib Ranjan Maity - Chairman – Non-Executive-Independent

ii) Mr. Pradyut Meyur, Member – Non-Executive-Independent

iii) Mr. Rajesh Kumar Bagri, Member – Non-Executive-Non-Independent

Stakeholders Relationship Committee

i) Mr. Manoj Thakorlal Shroff, Chairman Non-Executive-Non-Independent

ii) Mr. Pradyut Meyur, Member – Non-Executive-Independent

iii) Mr. Sanjib Ranjan Maity, Member – Non-Executive-Independent

iv) Mr. Rajesh Kumar Bagri, Member – Non-Executive-Non-Independent

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

i) Mr. Manoj Thakorlal Shroff, Chairman Non-Executive-Non-Independent

ii) Mr. Pradyut Meyur, Member – Non-Executive-Independent

iii) Mr. Sanjib Ranjan Maity, Member – Non-Executive-Independent

v) Mr. Rajesh Kumar Bagri, Member – Non-Executive-Non-Independent

29) Particulars of Employees:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 are attached as Annexure – III and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and

5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at www.binaniindustries.com

30) Whistle Blower:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website www.binaniindustries.com.

31) Corporate Governance:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the 2015. A separate section on Corporate Governance under the Listing Regulations, 2015 along with a certificate from the auditors confirming the compliance, is annexed in this Annual Report.

32) Share Capital:

During the financial year under review there have been no changes in the authorised, issued, subscribed or paid up share capital of the Company.

33) Business Responsibility Report:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

34) Compliance with Secretarial Standards:

The Company has been in compliance with the applicable Secretarial Standards during the Financial Year 2024-2025.

35) Disclosure under Sexual Harassment Act:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your Company is committed to create and provide an environment free from discrimination and harassment including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during the year 2024-25:

Number of complaints received and disposed off: Nil

36) Risk Management Policy:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

37) Equity Shares in the Suspense Account:

During the year under review, and in accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the Listing Regulations, there were no shares transferred to suspense account.

38) Acknowledgement:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, Creditors etc. for their continuing support and cooperation.

	By the Order of the Board of Directors
	For BIL Vyapar Limited (Formerly known as Binani Industries Limited)
	Sd/-	Sd/-
	Rajesh Kumar Bagri	Archana Manoj Shroff
Place: Mumbai	Director	Managing Director
Date: August 08, 2025	DIN: 00191709	DIN: 10479683