Binayaka Tex Processors Ltd Management Discussions

Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31 st March, 2026.

The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy, information or developments, events or otherwise.

The management of the company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the company and its outlook for the future. This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country.

Segment-wise Performance

The Company operates in two reportable segments i.e. Textile Business and Finance Business. The Business Segments has been identified as separate segment in accordance with Accounting Standard 17 Segment Reporting.

Risk & Concerns:

In todays complex business environment, almost every business decision requires executives and managers to balance risk and reward. Effective risk management is therefore critical to an organizations success. Globalization with increasing integration of markets, newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management. Timely and effective risk management is of prime importance to our continued success. The sustainability of the business is derived from the following:

> Identification of the diverse risks faced by the company.

> The evolution of appropriate systems and processes to measure and monitor them.

> Risk Management through appropriate mitigation strategies within the policy framework.

> Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review.

> Reporting these risk mitigation results to the appropriate managerial levels.

> There is the risk of loss from inadequate or failed systems, processes or procedures. These may be attributed to human failure or technical problems given the increase use of technology and staff turnover. Your company has in place suitable mechanisms to effectively reduce such risks. All these risks are continuously analysed and reviewed at various levels of management through an effective information system.

Opportunities and Threats:

Some of the key trends of the industry that are favourable to the company to exploit these emerging opportunities are:

> Clients are more comfortable with uniform high quality and quick service and process across the enterprise.

> There are good prospects for expanding further activities in this direction.

> The company is also facing server competition from other travel companies

Some of the key changes in the industry unfavourable to the company are:

> Heightened competition

> Increasing Compliances

> Attraction and retention of human capital.

> Regulatory changes.

Internal Control Systems and their Adequacy:

Internal control systems are embedded in the processes across all functions in the Company. These systems are being regularly reviewed and wherever necessary are modified or redesigned to ensure better efficiency and effectiveness. The systems are subjected to supervision by the Board of Directors and the Audit Committee, duly supported by Corporate Governance.

Company Complies with all Applicable statutes, policies, procedures, listing requirements and management guidelines. It Adheres to applicable accounting standards and polices.

Human Resources:

> The Management believes in maintaining cordial relations with its employees. The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements.

> The Company provided excellent working environment so that the individual staff can reach his/her full potential.

> The Company is poised to take on the challenges and march towards accomplishing its mission with success.

> The Company maintained good Industrial/Business relation in market which enhanced the Creditworthiness of the Company.

Cautionary Statement:

Statement in the Management Discussion and Analysis describing the Companys objectives exceptions or predications may be forwards looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Several factors could make significant difference to the companys operation. These include climatic conditions and economic conditions affecting demand and supply, government regulations and taxation, natural calamities etc. over which the company does not have any control.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members,

M/s. Binayak Tex Processors Limited

We have examined the compliance of conditions of Corporate Governance of M/s. Binayak Tex Processors Limited (the Company), for the year ended March 31, 2026, as stipulated in Regulations 17, 18, 20, 21, 22, 23, 24, 25, 26, 27 and Clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively referred to as SEBI Listing Regulations, 2015).

The compliance of conditions of Corporate Governance is the responsibility of the Companys Management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance, as stipulated in the SEBI Listing Regulations, 2015.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Sunderlal Desai & Kanodia (Chartered Accountants)

Sd/-

Mukul B. Desai M.No. 33978

Date: 25.05.2026 Place: Mumbai

DECLARATION

I, PradipkumarPacheriwala, Managing Director of Binayak Tex Processors Limited, hereby declare that all the members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the code of conduct for the year ended 31st March, 2026.

For Binayak Tex Processors Ltd

Sd/-

Pradipkumar Pacheriwala (Managing Director)

DIN: 00767879

Date: 25.05.2026 Place: Mumbai

CEO / CFO CERTIFICATION

To,

The Board of Directors,

Binayak Tex Processors Limited

We hereby certify that:

1. We have reviewed financial statements and the cash flow statement for the year ended 31st March 2026 and that to the best of our knowledge and belief;

a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

b) These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. No transaction is entered into by the company during the year which is fraudulent, illegal or violate of the Companys Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

4. We have indicated to the auditors and the Audit Committee:

a) Significant changes in internal control over financial reporting during the year.

b) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

c) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

For Binayak Tex Processors Ltd Sd/-

Vishal Pacheriwala (CFO)

Date: 25.05.2026 Place: Mumbai