Binani Industries Ltd Management Discussions

Industry Structure and Development:

The Companys origin as a conglomerate comprising multiple operating entities. Over time, due to mergers, consolidation, takeover and divestments, the

Company has transitioned from a group structure to standalone frame work. Since past few years and as at 31^st March, 2025, the Company had no specific business operations. With this background, the Company proposed to undertake business activities under the existing Clause 4H of its Memorandum of

Association and changed the name of the Company from Binani Industries Limited to ‘BIL Vyapar Limited". This was approved by the Shareholders through Postal Ballot on 24^th April 2025. It is unlikely to pay dividends or enjoy earnings in the immediate or foreseeable future. There is no assurance that the Company will identify and successfully acquire businesses or assets that will produce a profit. Moreover, if a potential business or asset is identified which warrants acquisition or participation, additional funds may be required to complete the acquisition or participation and the Company may not be able to obtain such financing on terms which are satisfactory to the Company.

The Company has incurred operational net loss of Rs. 186.77 Lakhs for the year ended on 31st March, 2025, and has an accumulated deficit of Rs. 21,782.84 Lakhs as on 31^st March, 2025. The Companys ability to continue its operations and to realize its assets at their carrying value is dependent upon obtaining additional financing and proposed business operations.

Discussion on Financial Performance:

Business Outlook:

The Company has been advised that the preparation of accounts for the financial year ended 31st March, 2025, on a going concern assumption would not be appropriate. Accordingly, the accounts 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 in the financial results, except for those items which have separately stated in the notes to accounts.

Risk and Concerns:

Risk is a potential event or non-event, the occurrence or non-occurrence of which can adversely affect the objectives of the Company. Material risks and uncertainties affecting the Company, its potential impact and the Companys principal risk management strategies are substantially unchanged from those disclosed in previous Annual Report, which is available at website of the Company.

Internal Control Systems and their Adequacy:

An Audit Committee of the Board of Directors of the Company has been constituted as per provisions of Section 177 of the Companies Act, 2013 and corporate governance requirements specified by Listing Agreements with the Stock Exchanges. The Internal Audit Function is looked after internally by the finance and accounts department, and reviewed by the Audit Committee and the management at the regular intervals.

The Internal Auditors Reports dealing with Internal Control Systems are considered by the Audit Committee and appropriate actions are taken, whichever necessary.

Analysis of Financial Conditions and Results of Operations:

The Financial Statements have been prepared in accordance with the requirements of the Act, Indian Generally Accepted Principles (Indian GAAP) and the

Accounting Standards as prescribed by the Institute of Chartered Accountants of India.

The Management believes that it has been objective and prudent in making estimates and judgments relating to the Financial Statements and confirms that these Financial Statements are a true and fair representation of the Companys Operations for the period under review.

Cautionary Statement:

Statements in this Management Discussion and Analysis describing the companys objectives, projections, estimates and expectations may be "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied. Important factors that could make difference to the Companys operations include change in government regulations, tax regimes, and economic developments within and outside India.

Internal Control System:

In last five years, the company has concentrated on reduction of fixed expenses and has also reduced direct variables cost. The management is effective internal control system to safeguard the a d improvement of internal control system are being consistently made in this regard.

Material Developments in Human Resources / Industrial Relations Front Including Number of People Employed:

Your company believes in a work environment that is congenial to on job learning and encourages team work. It has, therefore, continued to focus on developing the competence of its staff and employees. Cordial and harmonious relation with employees continued to prevail throughout the year under review.

Forward – Looking Statements:

This Report contains forward Looking Statements. Any, statement that address expectations or projections about the future, including but not limited to statements about the Companys strategy and growth, product development, market position, expenditures and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future growth.

FINANCIAL RATIOS: