Bindal Exports Ltd Directors Report

To,

The Members,

Bindal Exports Limited

Your directors have pleasure in presenting their Eighteenth Annual Report on the business and operations of the company together with Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1) FINANCIAL HIGHLIGHTS- AT A GLANCE:

Particulars	2024-25 Amount	2023-2024 Amount
	(In Lacs)	(In Lacs)
Revenue from Operations	2700.58	3024.27
Other Income	5.42	16.84
Profit/(Loss) before Depreciation, Tax and Extraordinary Items	58.26	44.63
Less: Depreciation	10.23	6.16
Profit/(Loss) before tax and Exceptional Item	48.03	38.47
Less/(Add): Exceptional Item	(1.74)	0.00
Profit/(Loss) before tax and Extraordinary Items	49.76	38.47
Less: Extraordinary Items	137.19	0.00
Profit/(Loss) before tax	(87.43)	38.47
Less/(Add): Provision for Income Tax	11.15	6.00
Less/(Add): Deferred tax Liability/(Assets)	0.02	0.00
Profit/(Loss) after tax	(98.6)	32.47
Add: Balance B/F from the previous year	250.23	221.20
Add/Less: Adjustments	0.00	(3.44)
Balance Profit/ (Loss) C/F to the next year	151.63	250.23

Overall Performance of your Company:

During the year under review, the Company has recorded revenue from operations of ?2,700.58 Lakhs as against ?3,024.27 Lakhs in the previous year. The Company has incurred a net loss of ?98.60 Lakhs during the year as compared to a net profit of ?32.47 Lakhs in the previous year. The loss is primarily attributable to extraordinary items amounting to ? 137.19 Lakhs. Excluding the impact of such extraordinary items, the operational performance of the Company has remained stable.

Your directors are continuously striving to enhance operational efficiencies, rationalize costs, and explore new growth opportunities with a view to strengthening the financial performance of the Company in the coming years.

2) DIVIDEND:

During the year under review, the company has earned net profit. However, to strengthen long term financial position of company, your directors decided to retain the profit and hence do not recommend any dividend for the year.

3) TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve during the financial year.

4) SHARE CAPITAL:

The Company has one class of share i.e. ordinary share of face value of ? 10/- each. There was no change in the share capital of the Company during the year under review. The issued, subscribed and fully paid up ordinary share capital of the Company as at 31^st March, 2025 stood at ?460.04 lakhs consisting of 4600400 fully paid up ordinary shares of ? 10/- each.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND :

Since the incorporation of the Company in May, 2007, here has been no amount of unclaimed or unpaid dividend and the interest thereon which has remained outstanding for a period of seven years or more and hence, no amount was .s, required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central government pursuant to provision of Section 125 of the Companies Act, 2013.

6) DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financial year 2024-25. A statement about Subsidiary / Joint Ventures / Associate Company in the form AOC-1 is not applicable.

7) MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report.

8) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors of the company affirms that the company has complied with the applicable

Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India relating to meetings of Board of Directors and its Committees and meetings of Shareholders of the company.

9) MAINTENANCE OF COST RECORD:

The Company has made and maintained the Cost Records as prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

10) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board and Key Managerial Personnel:

Board Composition:

Mr. Ravindrakumar Kanhaiyalal Arya	Chairman & Managing Director
Mr. Anupam Ravindra Arya	Whole-time Executive Director
Mr. Apurva Ravindra Arya	Non-Executive Director
Mr. Adityabhai Jagdishbhai Joshi	Non-Executive Independent Director
Ms. Khushboo Agarwal	Non-Executive Independent Director

Whole-time Key Managerial Personnel in terms of Section 203 of the Act:

* Mr. Ramavtar Mohanlal Sharma -Chief Financial Officer

* Mrs. Pratibha Bhutra- Company Secretary

Change in Directors /Key Managerial Personnel During the Year:

During the period under report, the following changes took place in the composition of Directors and KMP of the company:

* Ms. Charmi Soni has resigned from the position of Company Secretary on 24/06/2024

* Mrs. Pratibha Bhutra has appointed as Company Secretary on 21/09/2024.

Directors retire by rotation:

As per the provisions of the Act, Mr. Apurva Ravindra Arya (DIN: 06558623), Whole-time Director of the Company, retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment at the Annual General Meeting of the Members of the Company.

Declaration by the Independent Directors

The Board is of the opinion that (i) Ms. Nandita Goyal and (ii) Mr. Adityabhai Joshi, the Independent Directors of the Company are independent in terms of Section 149(6) of the Companies Act, 2013 and are the persons of integrity and also possess the relevant expertise and experience of their relevant fields to discharge their duties as an independent director.

Further, they have provided their declaration of independence under Section 149(7) and Schedule IV of the Companies Act, 2013. All the Independent Directors have confirmed that they have registered themselves with the Independent Directors Database of the Indian Institute of Corporate Affairs (IICA).

COMMITTEES OF BOARD:

There are three Committees constituted as per Companies Act, 2013, which are as follows;

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee.

A. Audit Committee

The Board had constituted qualified Audit Committee pursuant to provision of Companies Act,2013 as well as Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The constitution of said Committee was approved by a meeting of the Board of Directors held on February 10, 2024. The Audit Committee confirms to extent SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in all respects concerning its constitution, meetings, functioning, role and powers, mandatory review ofrequired information, approvedrelated party transaction & accounting treatment for majoritems. It also fulfils the requirements as set out in the Companies Act, 2013

Composition of Audit Committee is as below:
a) Ms. Khushboo Agarwal	- Non- Executive Independent Director (Chairman)
b) Mr. Adityabhai Joshi	- Non- Executive Independent Director (Member)
c) Mr. Apurva Arya	- Non- Executive Director (Member)

*Ms. Khushboo Agarwal is ceased to be committee member w.e.f. 26/08/2025.

*Ms. Nandita Goyal is appointed as committee member w.e.f. 26/08/2025.

Terms of Reference:

The terms of reference of Audit Committee include overseeing the Companys financial reporting process and disclosure of financial information, reviewing with the management, the quarterly and annual financial statements before submission to the Board for approval; reviewing with the management, the performance of Statutory and Internal Auditors and adequacy of internal control systems and all other roles specified under Regulation 18 of Listing regulations and as per Section 177 of the Companies Act, 2013 read with rules framed thereunder.

B. Nomination and Remuneration Committee:

The nominated and remuneration policy is being formulated in compliance with section 178 of the Companies Act, 2013 and rules made there under and Regulations of SEBI (Listing Obligation and Disclosure Requirements) regulations 2015. The constitution of said Committee was approved by a meeting of the Board of Directors held on February 10, 2024.

Composition of Nomination and Remuneration Committee is as below:

a) Mr. Apurva Arya	- Non- Executive Director (Chairman)
b) Ms. Khushboo Agarwal	- Non- Executive Independent Director (Member)
c) Mr. Adityabhai Joshi	- Non- Executive Independent Director (Member)

*Ms Khushboo Agarwal is ceased to be committee member w.e.f. 26/08/2025.

*Ms Nandita Goyal is appointed as committee member w.e.f. 26/08/2025.

Term of Reference:

• Determine/ recommend the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board and Identify candidates who are qualified to become Directors and who may be appointed in the Committee and recommend to the Board their appointment and removal;

• Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc;

• Review and determine fixed component and performance linked incentives for Directors, along with the performance criteria;

• Determine policy on service contracts, notice period, severance fees for Directors and Senior Management;

• Formulate criteria and carry out evaluation of each Directors performance andperformance of the Board as a whole;

• Structure and design a suitable retaining Policy for board and senior management team.

C. Stakeholders Relationship Committee:

Pursuant to Provisions of Companies Act, 2013 and rules made there under and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015; Company Constituted Stakeholders Relationship Committee and Decided Role of said Committee. The constitution of said Committee was approved by a meeting of the Board of Directors held on February 10, 2024.

Composition of Stakeholders Relationship Committee is as below:

a) Mr. Adityabhai Joshi -Non- Executive Independent Director (Chairman)

b) Ms. Khushboo Agarwal - Non- Executive Independent Director (Member)

c) Mr. Apurva Arya - Non- Executive Director (Member)

*Ms Khushboo Agarwal is ceased to be committee member w.e.f. 26/08/2025.

*Ms Nandita Goyal is appointed as committee member w.e.f. 26/08/2025.

Terms of Reference:

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors grievances. The Committee specifically looks into redressing shareholders/ investors complaints/ grievances pertaining to share transfers, non-receipt of annual reports, non-receipt of dividend and other allied complaints. This Committee delegated most of its functions to Registrar and Transfer Agents i.e. “Bigshare Services Private Limited” and has periodic interaction with the representatives of the Registrar and Transfer Agent of the Company. The Committee performs the following functions: -

• Noting Transfer/Transmission of shares.

• Review of Dematerialization/ Rematerialization of shares.

• Issue of new and duplicate share certificates.

• Registration of Power of Attorneys, Probate, Letters of Transmission or similar other documents.

• Monitor expeditious redressal of investor grievance matters received from Stock Exchange(s), SEBI, ROC, etc.;

• Monitors redressal of queries/complaints received from members relating to transfers, non-receipt of Annul Report, dividend, etc.

• All other matters related to shares.

11) VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code

of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companys website http://www.bindalexports.com/.

12) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the directors of the company confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended on 31^st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 as at 31^st March, 2024 and of the profit and loss account of the company for that period.

(c) The directors had taken proper and sufficient care 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.

(d) The directors have prepared the Annual accounts on a ‘going concern basis and

(e) The Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

13) MEETINGS:

Board Meetings:

The Board of Directors of the company met 07 times during the FY 2024-25:

SN	Date of Meeting	No. of Directors on Board	No. of Directors Present	Attendance %
1.	24/05/2024	5	5	100%
2.	28/06/2024	5	5	100%
3.	07/09/2024	5	5	100%
4.	21/09/2024	5	5	100%
5.	05/10/2024	5	5	100%
6.	13/11/2024	5	5	100%
7.	08/03/2025	5	5	100%

The maximum gap between the two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

Committee Meeting:

A. Audit Committee

During the financial year the Audit Committee of the company met 06 times during the FY 2024-25

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	24/05/2024	3	3	100%
2.	28/06/2024	3	3	100%
3.	07/09/2024	3	3	100%
4.	05/10/2024	3	3	100%
5.	13/11/2024	3	3	100%
6.	08/03/2025	3	3	100%

B. Nomination and Remuneration Committee:

During the financial year the Nomination and Remuneration Committee of the company met 02 times during the FY 2024-25

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	24/05/2024	3	3	100%
2.	21/09/2024	3	3	100%

C. Stakeholders Relationship Committee:

During the financial year the Stakeholders Relationship Committee of the company met once on during the FY 2024-25.

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	24/05/2024	3	3	100%

14) EXTRACT OF ANNUAL RETURN:

In compliance of Section 92 and Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the FY 2024-25 is available on the Companys website and can be accessed at www.bindalexports.com.

15) STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS:

STATUTORY AUDITOR:

M/s Rajesh Bhauwala & Co, Chartered Accountants (FRN: 118275W) was appointed for Financial Year 2024-25 as the Statutory Auditors of the Company at the ensuing 18th Annual General Meeting they are eligible for further serving as Statutory Auditors of the Company.

Further, the company has received special notice for the appointment of M/s Rajesh Bhauwala & Co, Chartered Accountants (FRN: 118275W)., Chartered Accountants as the Statutory Auditors of the company and M/s Rajesh Bhauwala & Co, had confirmed their eligibility for the appointment and willingness to accept office, if appointed.

Qualification(s) and Directors comments on the report of Statutory Auditor:

The observations made in the Auditors Report are as hereunder:

a) In absence of ascertainment by the company of liability towards Gratuity to be paid to retiring employees through Actuarial Valuation, its impact on the profits/ (losses) of the company cannot be ascertained.

b) The company is not making provision for leave salary on accrual basis.

c) The company is not making provision for bonus on salary on accrual basis.

d) The company has made donation of Rs. 25,00,000 toward scientific research to Surat Raktadan Kendra & Research Centre which is exceeding five per cent of its average net profits for the three immediately preceding financial years but prior permission of the company in general meeting has not been taken as per section 181 of the company act.

Director explanation on reservation made by auditors of company is as hereunder:

a) The Board clarifies that the Company has not carried out an actuarial valuation as required under Accounting Standard (AS) 15 - Employee Benefits, due to pending appointment of an actuary and system- level data constraints. However, the Company is taking steps to engage a qualified actuary to carry out the valuation exercise in the next financial year.

b) The Board clarifies that leave encashment benefits have been accounted for on a payment basis, consistent with past practice. However, the Board acknowledges that leave salary constitutes a long-term employee benefit and, as per the applicable accounting standards, a provision should be made on an accrual basis.

c) The Board clarifies that the Company has accounted for bonus payments on a cash basis, consistent with historical practice. However, the Board acknowledges that bonus, being an employee benefit liability, should ideally be recognized on an accrual basis in the period in which the employees render services.

d) The Board clarifies that the contribution was made in good faith, with the objective of supporting scientific and medical research in the public interest. However, the company acknowledges the procedural lapse in not obtaining the prior approval of shareholders through a resolution in a general meeting.

The Board assures that the company will strengthen its internal compliance mechanisms to ensure strict adherence to all applicable statutory provisions in the future.

SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. M.D. Baid & Associates, Company Secretaries to undertake Secretarial Audit of the Company for FY 2024-25.

The Secretarial Audit was conducted by Mr. Shreyansh M. Jain, Practicing Company Secretary, and the report thereon is annexed herewith as “Annexure- A”.

Qualification(s) and Directors comments on the report of Secretarial Auditor:

The observations made in the Secretarial Auditors Report are as hereunder:

a) The Company has made a contribution of INR 25.00 Lakhs to Surat Raktadan Kendra & Research Centre, which exceeds five percent of the average net profits of the Company for the three immediately preceding financial years, without obtaining the prior approval of the shareholders in a general meeting, as required under the Companies Act, 2013.

b) The Company has paid remuneration of INR 48.00 Lakhs to Mr. Anupam Arya, Whole-Time Director, which exceeds the approved limit of INR 24.00 Lakhs sanctioned by the shareholders at the Annual

General Meeting held on 30.09.2024, in contravention of the provisions of Section 197 and Schedule V of the Companies Act, 2013.

Director explanation on reservation made by Secretarial auditors of company is as hereunder:

a) The Board clarifies that the contribution was made in good faith, with the objective of supporting scientific and medical research in the public interest. However, the company acknowledges the procedural lapse in not obtaining the prior approval of shareholders through a resolution in a general meeting.

The Board assures that the company will strengthen its internal compliance mechanisms to ensure strict adherence to all applicable statutory provisions in the future.

b) The Company acknowledges the observation. The payment of remuneration amounting to INR 48.00 Lakhs to Mr. Anupam Arya, Whole-Time Director, in excess of the shareholders approved limit of INR 24.00 Lakhs was made inadvertently. The matter has been placed before the Board for necessary action. The Company is in the process of seeking shareholders approval by way of a special resolution in compliance with Section 197 read with Schedule V of the Companies Act, 2013.

INTERNAL AUDITOR:

The Company has developed and maintained adequate measures for internal financial control for the year ended 31st March, 2025. The Company has set up an Internal Auditor Department to conduct the quarterly audit of the accounting records, books of accounts, financial data, taxation data, stock audit, MCA filings, and compliances under different laws, regulation of Companies Act as well as of Securities and Exchange Board of India and other Act as prevails and present his report to the Board of Directors of the Company.

16) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

The company has not made any investment, given any loan or guarantee provided any securities to any person for the financial year ended 31^st March, 2025 pursuant to section 186 of Companies Act, 2013 and all the Investments made by the Company has been stated in Notes attached to the Audited Financial Statement for the year ended 31^st March, 2025.

17) PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013:

All transactions entered into with related parties during the financial year were in the ordinary course of business and on an arms length basis. There were no material related party transactions undertaken by the Company during the year under review which would require approval of the Members or disclosure in Form AOC-2 pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder.

The details of related party transactions, as required under the applicable Accounting Standards, are disclosed in the Notes to the Audited Financial Statements forming part of this Annual Report. All related party transactions were placed before the Audit Committee and the Board of Directors for their review and approval in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

18) DEPOSITS:

The details relating to the deposits covered under Chapter V of the Act are as under:

a. Accepted during the year:

Your company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.

b. Remained unpaid or unclaimed as at the end of the year: None

c. whether there has been any default in repayment of deposits or payment of interest thereon during the

the year: None

d. The details of deposits which are not in compliance with the requirements of Chapter V of the Act:

:None

19) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

A. CONSERVATION OF ENERGY:

a) The Company has given top priority to conservation of energy on continuous basis by closely monitoring energy consuming equipment involving use of energy generating diesel set and power purchased from Electricity Board e.g. size of the motors are optimum to save energy. The Company has been conserving energy by resorting to use of power to the barest minimum;

b) Keeping in view the nature of the manufacturing process no additional investment is proposed and hence further consumption of energy is ruled out in the near future;

c) No specific studies regarding impact of the above measures of (a) and (d) have been carried out and the cost impact of energy cost and energy saving measures on cost of production of goods is not material, as it forms a very minimum percentage vis-a vis the cost of Companys product;

B. TECHNOLOGY ABSORPTION:

I. RESEARCHES AND DEVELOPMENT (R&D)

a) Specific area in which R & D carried out by the Company: There is no specific area in which the Company has carried the R & D. However, the Company is continuously making efforts for improvements in its production process for better productivity and cost efficiency.

b) Benefits derived as a result of improvement in efficiency of Plant & Machinery by maintaining low maintenance cost.

c) Further plan to action: The Company plans to monitor continuously the plant efficiency thus reducing the shortage and reducing the cost of production.

II. TECHNOLOGICAL, ABSORPTION, ADAPTATION & INNOVATION:

a) Efforts made towards Technology Absorption: For the goods manufactured by the Company there is a simple process of manufacturing technique called Stitched Fabric production and the Company has already adopted the same and no innovations have been carried by the company, as there is no other available alternative that would ensure further cost efficiency.

b) Benefits derived as a result of the above efforts: Productions of quality products have acceptability in the domestic market and ensure an easy marketability and goodwill for Companys product.

c) Particulars relating to imported technology: The Company has not imported any technology and the plant has been installed with complete Indian Technical know-how;

C. FOREIGN EXCHANGE EARNING AND OUT GO:

Total Foreign Exchange used and earned: Rs. 220.86 Lacs (PY: Rs. 470.86 Lacs)

Total Foreign Exchange out go: NIL

20) BOARD EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in decision making; participation in developing corporate governance; providing advice and suggestion etc. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making, contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and advice in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non- independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non- executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

21) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relates and on the date of this report.

22) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and companys operation in future.

23) RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll- out, all business divisions and corporate functions will embrace Risk Management Structure, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Companys business system and processes, such that our responses to risk remain current and dynamic.

24) CORPORATE SOCIAL RESPONSIBILITY [CSR]:

As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR) is not applicable to the Company during the year under review so there are no disclosures required under section134 (3)(o) of the Companies Act, 2013

25) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has duly complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of woman at Workplace (Prevention Prohibition and redressal) Act, 2013 and the company has in place an Anti-Sexual Harassment policy in line with the requirement of the Act. The following is the summary of the complaints received and disposed off during the financial year:

Sr, No- Particulars	Details
i Number of Sexual Harassment Complaint received	Nil
ii Number of Sexual Harassment Complaint disposed off	NA
iii Number of Sexual Harassment Complaint beyond 90 days	Nil

The Company has complied with the provisions of the Maternity Benefit Act, 1961, to the extent applicable. All necessary measures have been undertaken to ensure adherence to the statutory requirements prescribed under the said Act.

26) CORPORATE GOVERNANCE REPORT

We wish to inform the members that in term of Regulation 15 (2) (b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Corporate Governance is not applicable to our Company as we have listed our securities on the SME Exchange. However, your Company has been practicing the principles of good corporate governance as it is committed to maintain the highest standards of Corporate Governance.

27) INTERNALFINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31st March, 2024 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures he orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

28) PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

29) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each whole-time director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure- B.

30) FAMILIARIZATION POLICY

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of such program are available on the Companys website http://www.bindalexports.com/

31) CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

32) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading incompliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amendedfrom time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in theCompanys shares and prohibits the purchase or sale of shares of

the Company by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the ‘Trading Window isclosed. The Board is responsible for implementation of the code. All Directors and thedesignated Employees have confirmed compliance with the code.

33) REPORTING OF FRAUDS:

During the year under review, no instances of fraud is reported by the Statutory Auditors of the Company under Section 143 (12) of the Companies Act, 2013.

34) ACKNOWLEDGEMENT

The Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued patronage, assistance and guidance received by the Company during the year from bankers, government authorities, shareholders and other stakeholders and Stock Exchange authorities without whom the overall satisfactory performance would not have been possible.

For Bindal Exports Limited

Sd/-	Sd/-
Ravindrakumar Kanhaiyalal Arya	Anupam Arya
Managing Director	Whole Time Director
DIN: 00033067	DIN: 00287676
Place: Surat
Date: 26/08/2025