Binayaka Tex Processors Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 43 rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2026. The Management Discussion & Analysis is also incorporated into this Report.

Financial Results:

Summary of the Companys financial performance for F.Y. 2025-26 as compared to the previous financial year is given below:

(Figures in Lacs)

Particulars	F.Y. 2025-2026	F.Y. 2024-2025
Revenue from operations	24989.29	22153.03
Revenue from Other Income	147.37	139.07
Total Revenue	25136.66	22292.10
Total Expenses	24453.35	21843.71
Income Tax	167	46
Deferred Tax	(29.20)	84.46
Profit After Tax	247.53	278.13
EPS	34.80	39.10

Highlights:

During the year your company has its turnover to Rs. 25136.66 Lacs including other income as compared to 22292.10 Lacs in the previous year. The Turnover of the Company has increased.

Dividend:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

Policies on Directors Appointment and Remuneration

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Acts appended as Annexure I (a) & (b) to this Report.

Deposits;

Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013.

Directors Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2026 the applicable accounting standards have been

followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true

and fair view of the State of affairs of the corporation as at the end of March 31, 2026 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Statutory Auditors:

M/s. Sunderlal Desai & Kanodia., Chartered Accountants, Mumbai (Registration No. 110560W) statutory auditors of the Company hold office until the conclusion of the ensuring AGM to be held in FY 2025-26 and are eligible for appointment of the 43 rd AGM of the Company to be held in the year 2026.

Auditors report:

Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sark & Associates LLP, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report as received from Sark & Associates is appended to this Report as Annexure II.

Comments on Auditors Report

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Sunderlal Desai & Kanodia, Statutory Auditors, in their Audit Report. However, they drawn the attention of the Management of the Company towards non-compliance of Section 203.

M/s. Sark and Associates LLP, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2025-26 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

The Company is of view that though the Company has Company Secretary on role of the Company as on date. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. The Company is highly Compliance Company and always believe in high Corporate Governance, The Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities.

The size of the Company is very small as compared to its peer group companies; the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management thinks that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.

Board meetings:

The Board meets at regular intervals to discuss and decide on the companys policies and strategy apart from other Board matters. During the Financial year 2025-26. Six times board meetings were held on 21.05.2025, 17.06.2025, 13.08.2025, 04.09.2025, 14.11.2025 and 13.02.2026. The gap between two meetings did not exceed 120 days.

Audit Committee

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Declaration by Independent Directors

Mr. Krishan Kumar Kundanlal Lahoti, Mr. Manjeet Kumar Surana and Yuvraj Vijay Bangera are Independent Directors on the Board of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchanges.

Disqualification of Director

No Director of the Company is disqualified under any law to act as a Director Postal Ballot;

No Postal ballot was held during the year 2025-26 under review Risk Management and Internal Controls:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

Conservation of Energy and Technology Absorption:

The company has taken various in -house measures to conserve the electricity and energy Technology absorption and innovation is a continuous process in the company.

Foreign Exchange: (Rs. In lakhs)

- Foreign Traveling Expenses Rs.1.74 (Previous Year Rs. 2.55)

- Earning in foreign Currency (Export/F.O.B.) Rs.7966.15 (P. Y. Rs. 8902.36)

- Raw Material Purchases in foreign Currency Rs.NIL (P. Y. Rs 17.82)

- Machinery/ (WIP) Purchases in foreign Currency Rs NIL (P. Y. Rs 424.72)

Listing of Shares:

The Company got it shares listed on Bombay Stock Exchange.

The Company has paid the necessary Listing fees for the year 2026-2027 to Bombay Stock Exchange.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2025-26, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2025-26, no cases in the nature of sexual harassment were reported at any workplace of the company.

Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken Green initiative in corporate Governance and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Management Discussion and Analysis Report:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as Annexure IV.

Acknowledgement;

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

Annexure to Directors Report

Annexure - I (a)

Policy on Selection and Appointment Of Directors

Objective:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 (the Act), the in the process of formulating the committees of a company is required formulate the criteria for determining the qualifications, positive attributes and independence of a director proposed to be appointed as a director on the board of the company. This Policy document records the criteria for selection and appointment of directors on the Board of the Company.

Scope:

This Policy is applicable to selection and appointment of Directors on the Board of the Company.

Criteria for selection of Directors:

In the process of formulating Committee like Nomination and Remuneration Committee (the Committee) of the Board of the Company to keep the following criteria in mind while assessing the suitability of an individual as a director on the Board of the Company:

• Demonstration of independence, integrity, high personal and professional ethics;

• Ability and willingness to commit sufficient time to the responsibilities as a Board member;

• Understanding of the Companys/Groups business and related industry;

• General understanding of marketing, finance, and other disciplines relevant to the business of the Company/ Group;

• Educational and professional background - professional qualification and/or experience of having run a business at senior management

and decision-making level;

• Age giving sufficient experience as well as length of service available;

• Ability to assessment the conflict of interest, if any;

• Personal accomplishments and ability to influence decisions

The above are the broad parameters for assessing the candidates suitability. The Committee has the discretion to apply additional or different criteria as it may deem fit.

The Committee may also consider the contributions that a board candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidates credentials, experience and expertise, the composition of the Board at the time, and other relevant circumstances.

The Committee will also keep in mind regulatory requirements in this regard. For example, a person cannot serve on more than seven public listed company boards in addition to the Company. Also, a person who serves as the Managing Director/ Chief Executive Officer (or equivalent position) of any company cannot serve on the Board of more than three additional public listed companies.

An Independent Director can hold office for a term up to five consecutive years on the Board of the Company and he is eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director can hold office for more than two consecutive terms of five years, but such Independent Director is eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

Persons to be considered for appointment as directors are selected by the Nomination and Remuneration Committee in accordance with the policies and principles above and under the Act and the Listing Agreement. The invitation to join the Board may be extended by the Chairman of the Board.

Annexure - I (b)

Policy on Performance Evaluation and Remuneration of the Directors:

Scope:

All members of the Board of Directors Objective:

• To assist in the process of assessing the participation and contribution in the Board level deliberations by the directors of the company

• To monitor and evaluate the attainment of the Board objectives

• To provide the Directors an opportunity to reflect on, and assess their areas of strength and development

Evaluation mechanism:

(1) The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated

(2) On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.

Criteria for determination of Remuneration of Directors

The Non-Executive Directors and Independent Directors will receive remuneration by way of sitting fees for attending meetings of the Board and/or Committee thereof, as decided by the Board from time to time subject to the limits specified under the Companies Act, 2013 (the Act) including any amendments thereto. In addition to the sitting fees, the Non-executive and Independent Directors may also be paid commission as may be determined by the Board subject to the limits specified under the Act.

The remuneration of Non-Executive Directors and Independent Directors will be governed by the role assumed, number of meetings of the Board and the committees thereof attended by the directors, the position held by them as the Chairman and member of the committees of the Board and overall contribution to the business. Besides these, the determination of remuneration of independent directors will also depend on the external competitive environment, track record, individual performance of the directors and performance of the Company as well as the industry standards.

Annexure - I Form AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Act including certain arms length transactions under third proviso thereto

1. Details of material contracts or arrangements or transactions not at arms length basis:

All contracts/arrangements/transactions entered into during the year ended March 31, 2026, were at arms length basis.

2. Details of material contracts or arrangement or transactions at arms length basis: Transaction on arms length basis