Binayaka Tex Processors Ltd

Dear Members,

Your Directors are pleased to present the 41^stAnnual Report together with the Audited Statement of Accounts for the year ended 31st March, 2024. The Management Discussion & Analysis is also incorporated into this Report.

Summary of the Company's financial performance for F.Y. 2023-24 as compared to the previous financial year is given below:

During the year your company has its turnover to Rs. 21142.10 Lacs including other income as compared to 26254.36 Lacs in the previous year. The Turnover of the Company has increased.

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.

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.

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

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, 2024 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, 2024 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.

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 2024-25 and are eligible for appointment of the 41^st AGM of the Company to be held in the year 2024.

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.

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 2023-24. The Secretarial Audit Report as received from Sark & Associates is appended to this Report as Annexure II.

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, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2023-24 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.

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.

The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart from other Board matters. During the Financial year 2023-24. Six times board meetings were held on 30.05.2023, 20.06.2023, 11.08.2023, 06.09.2023, 10.11.2023 and 14.02.2024. The gap between two meetings did not exceed 120 days.

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.

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.

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

No Postal ballot was held during the year 2023-24 under review

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.

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 Traveling Expenses Rs. 6.76 (Previous Year Rs. 2.54) - Foreign Brokerage Paid Rs. Nil (Previous Year Rs. Nil) - Earning in foreign Currency (Export/F.O.B.) Rs. 8391.76 (P. Y. Rs. 9598.13) - Raw Material Purchases in foreign Currency Rs.154.89 (P. Y. Rs 182.92) - Machinery (WIP) Purchases in foreign Currency Rs. 1545.90 (P. Y. Rs 235.43)

The Company got it shares listed on Bombay Stock Exchange.

The Company has paid the necessary Listing fees for the year 2024 2025 to Bombay Stock Exchange.

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 2023-24, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

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 2023-24, no cases in the nature of sexual harassment were reported at any workplace of the company.

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.

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.

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.

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.