Notes to Accounts of BIL Vyapar Ltd.

Mar 31, 2025

16. Provisions, contingent liabilities and contingent assets
Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events; it is probable that an
outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by
the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A present obligation that
arises from past events where it is either not probable that an outflow of resources will be required to settle or reliable estimate of the amount
cannot be made, is termed as contingent liability.

Contingent Assets

Contingent assets is disclosed where an inflow of economic benefit is probable.

17. Earnings Per Share (EPS)

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to Owner share holder (after deducting
attributable taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to owner shareholders and the
weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

18. Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature and
any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the
Company are segregated based on the available information.

C. Recent pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards)
Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023

Ind AS 1 - Presentation of Financials Statements

This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies. The

effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Group is currently revisiting their accounting
policy information disclosures to ensure consistency with the amended requirements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

This amendment has introduced a definition of ''accounting estimates'' and included amendments to Ind AS 8 to help entities distinguish changes in
accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after
April 1, 2023. The Company has evaluated the amendment and there is no impact on its consolidated financial statements.

Ind AS 12 - Income Taxes

This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and
offsetting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Group is
currently assessing the impact of the amendments.

Note 3: Critical accounting estimates and judgements

Preparing the financial statements under Ind AS requires management to take decisions and make estimates and assumptions that may impact the value
of revenues, costs, assets and liabilities and the related disclosures concerning the items involved as well as contingent assets and liabilities at the balance
sheet date. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.

The Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below:

a) Impairment of Non-Financial Assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual
impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an
asset''s or CGU''s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate the cash
inflow that is largely independent of those from other asset or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing the value in use, the estimated future cash flow are discounted to their present value using a pre-tax discount rate that reflects current
market assessment of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market
transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are
corroborated by valuation multiples, quoted shares prices for publicly traded subsidiaries or other available fair value indicators.

b) Defined benefit obligations

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of
assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate. Any changes in these
assumptions will impact the carrying amount of such obligations.

The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present
value of estimated future cash outflows expected to be required to settle the defined benefit obligations. In determining the appropriate discount rate,
the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability.

c) Income taxes

There are transactions and calculations for which the ultimate tax determination is uncertain and would get finalized on completion of assessment by
tax authorities. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and
deferred tax provisions in the period in which such determination is made.

Deferred tax on temporary differences reversing within the tax holiday period is measured at the tax rates that are expected to apply during the tax
holiday period, which is the lower tax rate or the nil tax rates.

d) Recoverability of advances /receivables

At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on
outstanding receivables and advances.

e) Investments made / Intercorporate deposits ("ICDs”) given to subsidiaries

In case of investments made and Intercorporate Deposits ("ICD") given by the company in its subsidiaries, the Management assesses whether there is
any indication of impairment in the value of investments and ICDs.

f) Fair value measurement of financial instruments

In estimating the fair value of financial assets and financial liabilities, the Company uses market observable data to the extent available.

here such Level 1 inputs are not available, the Company establishes appropriate valuation techniques and inputs to the model. The inputs to these
models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect
the reported fair value of financial instruments. Information about the valuation techniques and inputs used in determining the fair value of various
assets and liabilities are disclosed in Note below.

10.1 Equity Shares :

a) Terms /Rights attached to Equity Shares

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per
share. The company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of
the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2025, the amount of dividend proposed for distribution to equity shareholders is Nil per share (As at March
31, 2024: Nil per share)

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Shareholders have approved Capital Reduction by Cancellation of Paid-up Share Capital of the Company u/s 66(1)(b)(i) of the Companies
Act, 2013 whereby, the issued, subscribed and paid-up Equity capital of the Company is reduced from Rs. 31,36,61,750 (Rupees Thirty One Crore
Thirty Six Lakhs Sixty One Thousand Seven Hundred and Fifty Only) consisting of 3,13,66,175 (Three Crores Thirteen Lakhs Sixty Six Thousand
One Hundred And Seventy Five Only) equity shares of Rs. 10 (Rupees Ten) each to Rs. 31,36,610 (Rupees Thirty One Lakhs Thirty Six Thousand
Six Hundred And Ten only) consisting of 3,13,661 (Three Lakhs Thirteen Thousand Six Hundred And Sixty One Only) equity shares of Rs. 10
(Rupees Ten) each by cancelling and extinguishing, in aggregate, 99% (Ninety nine percent) of the total issued, subscribed and paid-up equity
share capital of the Company, comprising 3,10,52,514 (Three Crore, Ten Lakhs Fifty Two Thousand Five Hundred And Fourteen Only) equity shares
of Rs. 10 (Rupees Ten) each.

Note:

0.01% Non Cumulative Redeemable Preference Shares:

Authorised Capital: 1,22,98,000 (March 31, 2024 : 1,22,98,000 - 100%) 0.01% Non-cumulative redeemable Preference Shares of Rs 100/- each fully

paid-up held by Triton Trading Company Private Limited.

Issued Capital: No of Preference Shares: 1,22,98,000 shares as on March 31, 2025 (As at March 31, 2024: 1,22,98,000 ) allotted to Triton Trading

Company Private Limited.

i) Terms /Rights attached to 0.01% Non Cumulative Redeemable Preference Shares Holder of the Shares shall be entitled to dividend @ 0.01% per
annum from April 01, 2015. The shares are non-participating and carry a preferential right vis-a-vis Equity Shares of the Company, with respect
to payment of dividend and repayment in case of a winding up or repayment of capital and shall carry voting rights as per the provisions of
Section 47(2) of the Companies Act, 2013.The shares are redeemable for cash at par, at the end of 20 year from the date of allotment with an
option to the Company to redeem at any time earlier.

** Fair Valuation of Investments (FVOCI) has been routed through Business Reorganization Reserve till previous year.

There were no transfers between any levels during the year.

Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices. This includes publicly traded Share Price, derivatives
and mutual funds that have a quoted price. The quoted market price used for financial assets held by the Company is the current bid price. The
mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined
using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all
significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case
for unlisted equity securities which are included in level 3.

(ii) Valuation processes

The Company has obtained assistance of independent and competent third party valuation experts to perform the valuations of financial assets
and liabilities required for financial reporting purposes, including level 3 fair values. Discussions of valuation processes and results are held
between the Company and the valuer on periodic basis.

Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the
time value of money and the risk specific to the asset.

The carrying amount of current financial assets and liabilities are considered to be the same as their fair values, due to their short term nature.

The fair value of the long-term Borrowings with floating-rate of interest is not impacted due to interest rate changes and will not be significantly
different from their carrying amounts as there is no significant change in the under-lying credit risk of the Company borrowing (since the date
of inception of the loans).

For financial assets and liabilities that are measures at fair value, the carrying amount is equal to the fair values.

22 CAPITAL MANAGEMENT
Risk management

Since FY 2022-23, the Ind AS financial statements 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 and accordingly the above is not
applicable.

23 FINANCIAL RISK MANAGEMENT

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk
management policy is set by the Managing Board.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument.
The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other
market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including
investments and deposits, foreign currency receivables, payables and loans and borrowings. The Company tries to minimize its market risk through
management of its cash resources.

(A) Credit risk

The company is exposed to credit risk, which is the risk that counter party will default on its contractual obligation resulting in a financial loss
to the group. Credit risk arises from cash and cash equivalents, financial assets carried at amortised cost, derivative products and deposits with
banks and financial institutions, as well as credit exposures to trade/non-trade customers including outstanding receivables.

(i) Credit risk management

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the
Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition,
current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically
reviewed on the basis of such information.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in
credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company
compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It
considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its
obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit
enhancements.

Financial assests are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment
plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to
attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend,
industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and
past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

(B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an
adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of
the underlying businesses, group treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the group''s liquidity position (comprising the undrawn borrowing facilities below) and cash and
cash equivalents on the basis of expected cash flows. This is generally carried out at local level in the operating companies of the group in
accordance with practice and limits set by the group. These limits vary by location to take into account the liquidity of the market in which the
entity operates. In addition, the group''s liquidity management policy involves projecting cash flows in major currencies and considering the
level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements
and maintaining debt financing plans.

(i) Maturities of financial liabilities

The tables below analyse the group''s financial liabilities into relevant maturity groupings based on their contractual maturities for all
non-derivative financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows.

(iii) Price risk

(a) Exposure

The Company''s exposure to equity securities price risk arises from investments in equity shares (Quoted) held by the Company and
classified in the balance sheet at fair value through profit and loss. To manage its price risk arising from investments in equity
securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the
Company. Unquoted investment in equity shares of subsidiaries are not exposed to price risk fluctuations.

(b) Sensitivity

The table below summarizes the impact of increases/decreases of the BSE index on the Company''s equity and Gain/Loss for
the period.

The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other variables held
constant, and that all the Company''s equity instruments moved in line with the index.

Notes:

I) i) The City Civil Court at Kolkata had passed an order dated December 3, 2009 not recognizing the company as a tenant whereby the
godown had been handed over to the Standard Chartered Bank ("the Bank''), the recognized tenant. However, the Bank had been given
time by the court to recover rent and / or charges as well as other amounts in respect of the said godown. However, till date no recovery
proceedings have been initiated by the Bank and, therefore, the liability if any, cannot be quantified.

ii) The Company had entered into an MOU with M/s Maharashtra Wood Based Industrial Estate (MWBIE) on January 21, 2019 for sale of land
at Wada. As per the MOU, the obligations under the understanding was to be completed within 60 days or such mutually extended time
in writing. MWBIE failed in completing the transaction by making payment of the consideration. Hence, the MOU was terminated and
termination letters dated December 09, 2019 and February 13, 2020 were sent to MWBIE. Subsequently, the land was sold to another
party vide deed of conveyance dated March 31, 2021 and was duly registered. MWBIE has issued a notice and has also filed a case in the
district court Thane . The matter is sub-judice.

iii) The Company has given Counter guarantee to a BNP Paribas "the bank'' in respect of a guarantee furnished by the company to the
Government of India for certain transactions of a M/s. Devidas & Co ("partnership firm") against the original counter guarantee of
Rs. 89.97 lakhs. The fixed deposit with the bank as at ''March 31, 2025 is Rs. 181.42 lakhs (As at ''March 31, 2024 Rs.181.42 lakhs) and
accordingly the Company has provided for Rs 181.42 lakhs (As at ''March 31, 2024 Rs.181.42 lakhs) as the subject matter of the bank is
subjudice. In the prevoius year, the bank has given interest and deducted TDS on the same which has been recognised as interest income.

II) The Company had given Corporate Guarantees to Edayar Zinc Ltd. (EZL) and Letter of Comfort / Undertaking to BIL Infratech Limited through
banks in the earlier years for the purpose of working capital requirements. The aggregate outstanding balance of EZL as at the year ended March
31, 2025 is Rs. 8,025 Lakh (excluding Interest) (March 31 2024: Rs.8,025 Lakh). Edayar Zinc Limited (EZL, erstwhile subsidiary) has entered
into One Time Settlement (OTS) with bank. Mina Ventures Private Limited has consented to replace the Corporate Guarantee of the Company
given to the Bankers of EZL and have also consented to take care of the entire liabilities (present and contingent) of EZL without recourse to
Binani Industries Limited. The change in the Corporate Guarantor is pending approval from the Bank. EZL ceased to be a subsidiary with effect
from March 04, 2022. Further, for BIL Infratech Limited, the Company had issued letter of comfort / undertaking for Rs.5,171.20 lakh. In the
absence of determination of liability to be incurred for such corporate guarantees/letter of comfort, the Company has made the provision for
loss allowance of Rs.2,149.1 lakh in respect of such corporate guarantees/Letter of Comfort given.

Pursuant to M/s Mina Ventures Private Limited agreeing to meet all the liabilities of Edayar Zinc Limited including the liabilities towards Banks,
Employees, contract employees and workers, statutory both present and future, there is no Corporate Guarantee liability towards EZL.

The Company has given letter of comfort to the Bankers of BIL Infratech Limited.

25 EMPLOYEE BENEFIT OBLIGATIONS:

A Gratuity:

The company provides for gratuity to employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a
period of 5 years are eligible for gratuity. Gratuity has been booked based on Company''s estimate as per Payment of Gratuity Act, 1972. However,
the company does not maintain any fund for the same and shall bear the same at the time of actual payment.

28 The Ind AS Financial Statements have been prepared in accordance with the accounting principles generally accepted in India relating to the liquidation
basis of accounting including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant
rules issued thereunder, except where disclosed.

During the financial year ended March 31, 2025, the Company had a total income of Rs. 2.51 lakh (March 31, 2024 - Rs. 28.33 lakh) and profit/(loss)
after tax of Rs. 681.19 lakh (March 31, 2024 - Rs. (584.06) lakh). As at March 31, 2025, the Company''s accumulated losses were Rs. (21,762.85) lakh
(March 31, 2024 - Rs. (22,444.05) lakh, which has eroded its paid-up equity capital of Rs. 3,138.49 lakh. Further, the Company''s liabilities exceeded its
total assets by Rs. 18,624.36 lakh (March 31, 2024 - Rs. 19,305.56 lakh).

Triton Trading Company Private Limited, the promotor company has committed to provide continued operational and financial support to the Company.
However, in the absence of any business plan, the going concern assumption is not appropriate for the preparation of Ind AS Financial Statements
of the Company as and for the year ended March 31, 2025. Accordingly, the Ind AS Financial Statements 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 Ind AS Financial Statements except for items below:

a. The Company has not provided for estimated liabilities towards Corporate Guarantees/Letter of Comfort extended to its erstwhile subsidiary EZL
& BIL Infratech Limited outstanding as at March 31, 2025, except for provision for loss allowance of Rs. 2,149 Lakh.

b. The Company is in the process of determining the realisable values of their Land and Building as at March 31, 2025. Until such determination,
certain Land and Buildings are carried at their book value as at March 31, 2025 instead of estimated net realisable value as on that date. The
Company does not see any significant loss on determination of the realisable value vis-a-vis book value.

29 The Company identifies the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium
Enterprises Development Act, 2006. During the current year and previous year there are no such instances found.

30 The company is hopeful of recovering the loans extended to Global Composite Holding Inc., a wholly owned foreign subsidiary of the Company. The
amount outstanding as on March 31, 2025 is Rs. 15.24 lakh (March 31, 2024 - Rs. 17 lakh). In the current year, the company has created a provision of
Rs. 2.16 lakh (March 31, 2024 - Rs. 377.81 lakh) to bring down the loan amount to the extent of assets of the company.

31 As approved by the shareholders of the Company vide postal ballot dated 18 November, 2022, the Company has sold off its land situated in the State
of Rajasthan in the quarter ended September 30, 2023. Further, the company is in process to sell off remaining land in State of Rajasthan.

32 Pursuant to a separate Scheme of Amalgamation approved by the Hon''ble High Court at Kolkata between Wada Industrial Estate Limited (WIEL)
and an erstwhile step down wholly owned subsidiary of the Company on March 18, 2014, being the Company as a successor to WIEL (the scheme),
the Company had applied AS 30, Accounting Standard on Financial Instruments: Recognition and Measurement (AS 30), issued by the Institute of
Chartered Accountants of India (ICAI), and pursuant thereto has as on March 31, 2014, being the date of conclusion of the first Accounting Year post
the provisions of AS 30 becoming applicable to the Company, classified the investments as "available for sale financial assets" and has accordingly,
measured such investments at fair value as on that date. All amounts required to be taken as per AS 30 to revenue reserve or to an appropriate equity
account shall be aggregated and such aggregate shall be taken to the Business Reorganisation Reserves (BRR). As mentioned in the Scheme, In the
event of any conflict between the provision of AS 30 and any other Accounting Standards, the provisions of AS 30 will be applied in preference to
any other Accounting Standard. BRR shall constitute a reserve arising as per this Scheme and shall not for any purpose be considered to be a Reserve
created by the Company.

During the year 2016, the Institute of Chartered Accountants of India (ICAI) has withdrawn AS 30. Consequent to this, the Company has applied
principles of notified Ind AS 109 related to Financial Instruments being new accounting standards applicable instead of AS 30. All equity investment
including Investment in Subsidiaries are fair valued. Accordingly, all amounts required to be taken as per the Financial Instruments Standards under
Ind AS to revenue reserve or to an appropriate equity account / Other Comprehensive Income are aggregated and such aggregated amount is taken to
Business Reorganisation Reserves (BRR).

In the previous year, owing to Company''s decision of preparing its financial results on liquidation basis, this reserve had been adjusted against
accumulated losses.

33 The Shareholders have approved Capital Reduction by cancellation of Paid-up Share Capital of the Company u/s 66(1)(b)(i) of the Companies Act,
2013 whereby, the issued, subscribed and paid-up Equity capital of the Company is reduced from Rs. 31,36,61,750 (Rupees Thirty-One Crore Thirty Six
Lakh Sixty One Thousand Seven Hundred and Fifty Only) consisting of 3,13,66,175 (Three Crores Thirteen Lakh Sixty Six Thousand One Hundred And
Seventy Five Only) equity shares of Rs. 10 (Rupees Ten) each to Rs. 31,36,610 (Rupees Thirty-One Lakh Thirty-Six Thousand Six Hundred And Ten only)
consisting of 3,13,661 (Three Lakh Thirteen Thousand Six Hundred And Sixty One Only) equity shares of Rs. 10 (Rupees Ten) each by cancelling and
extinguishing, in aggregate, 99% (Ninety nine percent) of the total issued, subscribed and paid-up equity share capital of the Company, comprising
3,10,52,514 (Three Crore, Ten Lakh Fifty-Two Thousand Five Hundred And Fourteen Only) equity shares of Rs. 10 (Rupees Ten) each. The Scrutinizer
Report dated 17th July, 2020 was taken on Board and filed with Stock Exchange. The Company is yet to make application to NCLT.

34 As the matter of BNP Paribas is subjudice, company had stopped recognising interest income on Fixed Deposit in earlier years. The principal amount
is Rs.181.42 lakhs. However, the bank has given interest after deducting TDS on the same amounting to Rs. 19.95 lakhs in the previous year and the
same has been recognized as interest income in previous year.

35 Ind AS 115- "Revenue from Contracts with Customers" which is mandatory w.e.f. April 1, 2018 has replaced existing revenue recognition requirements.
The company has applied the modified retrospective approach on transition. There is no significant impact on the retained earnings as at 1st April 2018
and on these financial results.

36 Details of Benami Property held

The company does not have any Benami Property. No proceeding has been initiated or pending against the company for holding any Benami Property.

37 Wilful Defaulter

The company has not been declared as wilful defaulter by any bank or institution or government or any government authority.

38 Relationship with struck off companies

The company does not have any transaction with companies struck off u/s 248 of Companies Act 2013 or section 560 of Companies Act 1956

39 Compliance with number of layers of companies

The company has complied with number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Ristriction on number
of layers) Rules 2017.

40 Registeration of charges or Satisfication with Registar of Companies

The comapny is yet to receive no - due certificate from lenders. Considering the same, the company does not any charges or satisfication which is yet
to be registered with ROC beyond statutory period.

41 Details of crypto currency or virtual currency

The company has not traded or invested in crypto currency or virtual currency during current and previous period.

42 Valuation of PPE, Intangible and Investment property (Asset held for Sale)

The Company is in the process of determining the realisable values of their Land and Building as at March 31, 2025. Until such determination, certain
Land and Buildings are carried at their book value as at March 31, 2025 instead of estimated net realisable value as on that date.

43 Undisclosed Income

There is no income surrendered or disclosed as income during current and previous period in the tax assessments under the Income Tax Act 1961 that
has not been recorded in the books of account.

44 Compliance with approved scheme of arrangements

There has been no scheme of arrangements that has been approved by the competent authority in terms of section 230 to 237 of the Companies Act
2013 which the company has not disclosed.

45 No events or transaction has been occurred since the date of balance sheet or are pending that would have material effect on the financials statements
for the year ended other than those reflected or fully disclosed in the books of account.

46 Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether
recorded in writing or otherwise) that the Company shall:(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

47 Previous year''s figures have been reclassified and regrouped where ever necessary to conform to current year''s presentation.

As per our report of even date attached

For V.P.Thacker & Co. For and on behalf of Board of Directors

Chartered Accountants

ICAI Firm Registration No. 118696W

Sd/- Sd/- Sd/- Sd/-

Abuali Darukhanawala Rajesh Kumar Bagri Archana Manoj Shroff Santwana Todi

Partner Director MD & CFO Company Secretary

Membership No: 108053 DIN: 00191709 DIN: 10479683

Place: Mumbai Place: Mumbai

Date : 19^th May, 2025 Date : 19^th May, 2025

---

Mar 31, 2024

16. Provisions, contingent liabilities and contingent assets Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or reliable estimate of the amount cannot be made, is termed as contingent liability.

Contingent Assets

Contingent assets is disclosed where an inflow of economic benefit is probable.

17. Earnings Per Share( EPS)

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to Owner share holder (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to owner shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

18. Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

. Recent pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023

Ind AS 1 - Presentation of Financials Statements

This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Group is currently revisiting their accounting policy information disclosures to ensure consistency with the amended requirements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

This amendment has introduced a definition of ''accounting estimates'' and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the amendment and there is no impact on its consolidated financial statements.

Ind AS 12 - Income Taxes

This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Group is currently assessing the impact of the amendments.

Note 3: Critical accounting estimates and judgements

Preparing the financial statements under Ind AS requires management to take decisions and make estimates and assumptions that may impact the value of revenues, costs, assets and liabilities and the related disclosures concerning the items involved as well as contingent assets and liabilities at the balance sheet date. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

a) Impairment of Non-Financial Assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or CGU''s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate the cash inflow that is largely independent of those from other asset or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing the value in use, the estimated future cash flow are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted shares prices for publicly traded subsidiaries or other available fair value indicators.

b) Defined benefit obligations

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.

The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit obligations. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability.

c) Income taxes

There are transactions and calculations for which the ultimate tax determination is uncertain and would get finalized on completion of assessment by tax authorities. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred tax on temporary differences reversing within the tax holiday period is measured at the tax rates that are expected to apply during the tax holiday period, which is the lower tax rate or the nil tax rates.

d) Recoverability of advances /receivables

At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on outstanding receivables and advances.

e) Investments made / Intercorporate deposits ("ICDs”) given to subsidiaries

In case of investments made and Intercorporate Deposits ("ICD") given by the company in its subsidiaries, the Management assesses whether there is any indication of impairment in the value of investments and ICDs.

f) Fair value measurement of financial instruments

In estimating the fair value of financial assets and financial liabilities, the Company uses market observable data to the extent available.

Where such Level 1 inputs are not available, the Company establishes appropriate valuation techniques and inputs to the model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are disclosed in Note 33.

13.1 Equity Shares :

a) Terms /Rights attached to Equity Shares

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2024, the amount of dividend proposed for distribution to equity shareholders is Nil per share (As at March 31, 2023: Nil per share)

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Shareholders have approved Capital Reduction by Cancellation of Paid-up Share Capital of the Company u/s 66(1)(b)(i) of the Companies Act, 2013 whereby, the issued, subscribed and paid-up Equity capital of the Company is reduced from Rs. 31,36,61,750 (Rupees Thirty One Crore Thirty Six Lakhs Sixty One Thousand Seven Hundred and Fifty Only) consisting of 3,13,66,175 (Three Crores Thirteen Lakhs Sixty Six Thousand One Hundred And Seventy Five Only) equity shares of Rs. 10 (Rupees Ten) each to Rs. 31,36,610 (Rupees Thirty One Lakhs Thirty Six Thousand Six Hundred And Ten only) consisting of 3,13,661 (Three Lakhs Thirteen Thousand Six Hundred And Sixty One Only) equity shares of Rs. 10 (Rupees Ten) each by cancelling and extinguishing, in aggregate, 99% (Ninety nine percent) of the total issued, subscribed and paid-up equity share capital of the Company, comprising 3,10,52,514 (Three Crore, Ten Lakhs Fifty Two Thousand Five Hundred And Fourteen Only) equity shares of Rs. 10 (Rupees Ten) each.

There were no transfers between any levels during the year.

Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices. This includes publicly traded Share Price, derivatives and mutual funds that have a quoted price. The quoted market price used for financial assets held by the Company is the current bid price. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities which are included in level 3.

(ii) Valuation processes

The Company has obtained assistance of independent and competent third party valuation experts to perform the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. Discussions of valuation processes and results are held between the Company and the valuer on periodic basis.

Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

(iii) Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended March 31, 2024 and March 31, 2023

(v) Valuation technique used to determine fair values

The main level 3 inputs used by the Company are derived and evaluated as follows:

The fair value of financial instruments is determined using discounted cash flow analysis.

The carrying amount of current financial assets and liabilities are considered to be the same as their fair values, due to their short term nature.

The fair value of the long-term Borrowings with floating-rate of interest is not impacted due to interest rate changes and will not be significantly different from their carrying amounts as there is no significant change in the under-lying credit risk of the Company borrowing (since the date of inception of the loans).

For financial assets and liabilities that are measures at fair value, the carrying amount is equal to the fair values.

27 CAPITAL MANAGEMENT Risk management

Since FY 2022-23, the Ind AS financial statements 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 and accordingly the above is not applicable.

28 FINANCIAL RISK MANAGEMENT

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management policy is set by the Managing Board.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings. The Company tries to minimize its market risk through management of its cash resources.

The company is exposed to credit risk, which is the risk that counter party will default on its contractual obligation resulting in a financial loss to the group. Credit risk arises from cash and cash equivalents, financial assets carried at amortised cost, derivative products and deposits with banks and financial institutions, as well as credit exposures to trade/non-trade customers including outstanding receivables.

(i) Credit risk management

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

Financial assests are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

(ii) Interest Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS -107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The compnay does not face any such risk in the current year as there are no long term borrowings on which interest payment is required.

(a) Exposure

The Company''s exposure to equity securities price risk arises from investments in equity shares (Quoted) held by the Company and classified in the balance sheet at fair value through profit and loss. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company. Unquoted investment in equity shares of subsidiaries are not exposed to price risk fluctuations.

(b) Sensitivity

The table below summarizes the impact of increases/decreases of the BSE index on the Company''s equity and Gain/Loss for the period.

The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other variables held constant, and that all the Company''s equity instruments moved in line with the index.

Notes:

I) i) The City Civil Court at Kolkata had passed an order dated December 3, 2009 not recognizing the company as a tenant whereby the

godown had been handed over to the Standard Chartered Bank ("the Bank"), the recognized tenant. However, the Bank had been given time by the court to recover rent and / or charges as well as other amounts in respect of the said godown. However, till date no recovery proceedings have been initiated by the Bank and, therefore, the liability if any, cannot be quantified.

ii) The Company had entered into an MOU with M/s Maharashtra Wood Based Industrial Estate (MWBIE) on January 21, 2019 for sale of land at Wada. As per the MOU, the obligations under the understanding was to be completed within 60 days or such mutually extended time in writing. MWBIE failed in completing the transaction by making payment of the consideration. Hence, the MOU was terminated and termination letters dated December 09, 2019 and February 13, 2020 were sent to MWBIE. Subsequently, the land was sold to another party vide deed of conveyance dated March 31, 2021 and was duly registered. MWBIE has issued a notice and has also filed a case in the district court Thane . The matter is sub-judice.

iii) The Company has given Counter guarantee to a BNP Paribas "the bank'' in respect of a guarantee furnished by the company to the Government of India for certain transactions of a M/s. Devidas & Co ("partnership firm") against the original counter guarantee of Rs. 89.97 lakhs. The fixed deposit with the bank as at ''March 31, 2024 is Rs. 181.42 lakhs (As at ''March 31, 2023 Rs.181.42 lakhs) and accordingly the Company has provided for Rs 181.42 lakhs (As at ''March 31, 2023 Rs.181.42 lakhs) as the subject matter of the bank is subjudice. In the current year, the bank has given interest and deducted TDS on the same which has been recognised as interest income.

II) a The Company had given Corporate Guarantees to Edayar Zinc Ltd. (EZL) and Letter of Comfort / Undertaking to BIL Infratech Limited through

banks in the earlier years for the purpose of working capital requirements. The aggregate outstanding balance of EZL as at the year ended March 31, 2024 is Rs. 8,025 Lakh (excluding Interest) (March 31 2023: Rs.8,025 Lakh). Edayar Zinc Limited (EZL, erstwhile subsidiary) has entered into One Time Settlement (OTS) with bank. Mina Ventures Private Limited has consented to replace the Corporate Guarantee of the Company given to the Bankers of EZL and have also consented to take care of the entire liabilities (present and contingent) of EZL without recourse to Binani Industries Limited. The change in the Corporate Guarantor is pending approval from the Bank. EZL ceased to be a subsidiary with effect from March 04, 2022. Further, for BIL Infratech Limited, the Company had issued letter of comfort / undertaking for Rs.5,171.20 lakh. In the absence of determination of liability to be incurred for such corporate guarantees/letter of comfort, the Company has made the provision for loss allowance of Rs.2,149.1 lakh in respect of such corporate guarantees/Letter of Comfort given.

Pursuant to M/s Mina Ventures Private Limited agreeing to meet all the liabilities of Edayar Zinc Limited including the liabilities towards Banks, Employees, contract employees and workers, statutory both present and future, there is no Corporate Guarantee liability towards EZL.

The Company has given letter of comfort to the Bankers of BIL Infratech Limited.

b The Company had only one loan from Exim Bank of India which has been paid off under the NCLAT order dated November 14, 2018 in connection with the IBC process of Binani Cement Limited.

a. In accordance with the NCLAT order UNCL has paid off to EXIM Bank of India towards the loan taken by the Company, being the guarantor for the said loan. The outstanding balance payable to EXIM Bank as per books of the Company was Rs. 58,061 Lakhs (including interest of Rs. 11,504 Lakhs).

b. UNCL has recognised the expected credit loss on ICD balances amounting to Rs.1,14,857 Lakhs along with Interest of Rs. 9,299 Lakhs as per the audited financial statements for the year end March 31, 2018. The Company obtained a legal opinion from a reputed legal firm confirming that the Company has been legally discharged from its obligation to repay the above stated amounts.

c. Based on legal opinion obtained, the liability mentioned in notes a and b above was reversed (in FY 2019).

d. UNCL has now agreed to not exercise its rights under or in relation to the claim mentioned in a and b above, in lieu of the company agreeing in favour of UNCL and 3B Binani Glass Fibre Sarl, to inter alia waive and assign its rights in relation to the Redeemable Preference Shares of Rs.50 crore to UNCL. Accordingly the Company has no loan outstanding and the investment in Redeemable Preference Shares has been written off.

30 EMPLOYEE BENEFIT OBLIGATIONS:

A Gratuity:

The company provides for gratuity to employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. Gratuity has been booked based on Company''s estimate as per Payment of Gratuity Act, 1972. However, the company does not maintain any fund for the same and shall bear the same at the time of actual payment.

Triton Trading Company Private Limited, the promotor company has committed to provide continued operational and financial support to the Company. However, in the absence of any business plan, the going concern assumption is not appropriate for the preparation of Ind AS Financial Statements of the Company as and for the year ended March 31, 2024. Accordingly, the Ind AS Financial Statements 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 Ind AS Financial Statements except for items below:

a. The Company has not provided for estimated liabilities towards Corporate Guarantees/Letter of Comfort extended to its erstwhile subsidiary EZL & BIL Infratech Limited outstanding as at March 31, 2024, except for provision for loss allowance of Rs. 2,149 Lakh.

b. The Company is in the process of determining the realisable values of their Land and Building as at March 31, 2024. Until such determination, certain Land and Buildings are carried at their book value as at March 31, 2024 instead of estimated net realisable value as on that date. The Company does not see any significant loss on determination of the realisable value vis-a-vis book value.

35 The Company identifies the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. During the current year and previous year there are no such instances found.

36 The company is hopeful of recovering the loans extended to Global Composite Holding Inc., a wholly owned foreign subsidiary of the Company. The amount outstanding as on March 31, 2024 is Rs. 17 lakh (March 31, 2023 - Rs.390.43 lakh). In the current year, the company has created a provision of Rs. 377.81 lakh to bring down the loan amount to the extent of assets of the company.

37 As approved by the shareholders of the Company vide postal ballot dated 18 November, 2022, the Company has sold off its land situated in the State of Rajasthan in the quarter ended September 30, 2023. Further, the company is in process to sell off remaining land in State of Rajasthan.

38 Pursuant to a separate Scheme of Amalgamation approved by the Hon''ble High Court at Kolkata between Wada Industrial Estate Limited (WIEL) and an erstwhile step down wholly owned subsidiary of the Company on March 18, 2014, being the Company as a successor to WIEL (the scheme), the Company had applied AS 30, Accounting Standard on Financial Instruments: Recognition and Measurement (AS 30), issued by the Institute of Chartered Accountants of India (ICAI), and pursuant thereto has as on March 31, 2014, being the date of conclusion of the first Accounting Year post the provisions of AS 30 becoming applicable to the Company, classified the investments as "available for sale financial assets" and has accordingly, measured such investments at fair value as on that date. All amounts required to be taken as per AS 30 to revenue reserve or to an appropriate equity account shall be aggregated and such aggregate shall be taken to the Business Reorganisation Reserves (BRR). As mentioned in the Scheme, In the event of any conflict between the provision of AS 30 and any other Accounting Standards, the provisions of AS 30 will be applied in preference to any other Accounting Standard. BRR shall constitute a reserve arising as per this Scheme and shall not for any purpose be considered to be a Reserve created by the Company.

During the year 2016, the Institute of Chartered Accountants of India (ICAI) has withdrawn AS 30. Consequent to this, the Company has applied principles of notified Ind AS 109 related to Financial Instruments being new accounting standards applicable instead of AS 30. All equity investment including Investment in Subsidiaries are fair valued. Accordingly, all amounts required to be taken as per the Financial Instruments Standards under Ind AS to revenue reserve or to an appropriate equity account / Other Comprehensive Income are aggregated and such aggregated amount is taken to Business Reorganisation Reserves (BRR).

In the previous year, owing to Company''s decision of preparing its financial results on liquidation basis, this reserve had been adjusted against accumulated losses.

39 The Shareholders have approved Capital Reduction by cancellation of Paid-up Share Capital of the Company u/s 66(1)(b)(i) of the Companies Act, 2013 whereby, the issued, subscribed and paid-up Equity capital of the Company is reduced from Rs. 31,36,61,750 (Rupees Thirty-One Crore Thirty Six Lakh Sixty One Thousand Seven Hundred and Fifty Only) consisting of 3,13,66,175 (Three Crores Thirteen Lakh Sixty Six Thousand One Hundred And Seventy Five Only) equity shares of Rs. 10 (Rupees Ten) each to Rs. 31,36,610 (Rupees Thirty-One Lakh Thirty-Six Thousand Six Hundred And Ten only) consisting of 3,13,661 (Three Lakh Thirteen Thousand Six Hundred And Sixty One Only) equity shares of Rs. 10 (Rupees Ten) each by cancelling and extinguishing, in aggregate, 99% (Ninety nine percent) of the total issued, subscribed and paid-up equity share capital of the Company, comprising 3,10,52,514 (Three Crore, Ten Lakh Fifty-Two Thousand Five Hundred And Fourteen Only) equity shares of Rs. 10 (Rupees Ten) each. The Scrutinizer Report dated 17th July, 2020 was taken on Board and filed with Stock Exchange. The Company is yet to make application to NCLT.

The Company had given Corporate Guarantees to Edayar Zinc Ltd. (EZL) and Letter of Comfort / Undertaking to BIL Infratech Limited through banks in the earlier years for the purpose of working capital requirements. The aggregate outstanding balance of EZL as at the year ended March 31, 2024 is Rs. 8,025 Lakh (excluding Interest) (March 31 2023: Rs.8,025 Lakh). Edayar Zinc Limited (EZL, erstwhile subsidiary) has entered into One Time Settlement (OTS) with bank. Mina Ventures Private Limited has consented to replace the Corporate Guarantee of the Company given to the Bankers of EZL and have also consented to take care of the entire liabilities (present and contingent) of EZL without recourse to Binani Industries Limited. The change in the Corporate Guarantor is pending approval from the Bank. EZL ceased to be a subsidiary with effect from March 04, 2022. Further, for BIL Infratech Limited, the Company had issued letter of comfort / undertaking for Rs.5,171.20 lakh. In the absence of determination of liability to be incurred for such corporate guarantees/letter of comfort, the Company has made the provision for loss allowance of Rs.2,149 lakh in respect of such corporate guarantees/Letter of Comfort given.

Since the IndAS Financial Statements of the Company for the year ended March 31, 2024 are prepared on liquidation basis, the Company has estimated and provided for various liabilities/expenses that is expected to arise, except for the following:

a. As mentioned above, the Company has not provided for estimated liabilities towards Corporate Guarantees/Letter of Comfort extended to its erstwhile subsidiary EZL & BIL Infratech Limited outstanding as at March 31, 2024 except for a provision for loss allowance of Rs 2,149 lakh.

b. The Company is in the process of determining the realisable values of their Land and Building as at March 31, 2024. Until such determination, certain Land and Buildings are carried at their book value as at March 31, 2024 instead of estimated net realisable value as on that date. The Company does not see any significant loss on determination of the realisable value vis-a-vis book value.

The Company had taken loan from Exim Bank of India which has been paid off under the NCLAT order dated November 14, 2018 in connection with the IBC process of Binani Cement Limited.

Below mentioned points refer to exeptional items of past years.

For the Year ended March 31, 2022

The Company had taken loan from Exim Bank of India which has been paid off under the NCLAT Order dated November 14, 2018 in connection with the IBC process of Binani Cement Limited.

a. In accordance with the NCLAT Order, Ultratech Nathdwara Cement Limited (UNCL) has paid off to EXIM Bank of India towards the loan taken by the Company, being the guarantor for the said loan. The outstanding balance payable to EXIM Bank as per books of the Company was Rs. 58,061 Lakh (including interest of Rs. 11,504 Lakh).

b. UNCL has recognised the expected credit loss on Inter Corporate Deposit balances amounting to Rs.1,14,857 Lakh along with Interest of Rs. 9,299 Lakh as per the audited financial results for the year end March 31, 2018. The Company obtained a legal opinion from a legal firm confirming that the Company has been legally discharged from its obligation to repay the above stated amounts.

c. Based on legal opinion obtained, the liabilities mentioned in notes a and b above were reversed.

d. UNCL has now agreed to not exercise its rights under or in relation to the claim mentioned in a and b above, in lieu of the Company agreeing in favour of UNCL and 3B Binani Glass Fibre Sarl, to inter alia waive and assign its rights in relation to the Redeemable Preference Shares of Rs. 5,000 lakh to UNCL. The Company has agreed to the same. Accordingly, the Company has no loan outstanding and the investment in Redeemable Preference Shares has been written off. The same is shown under ''Exceptional items'' in FY 2021-22.

40 As the matter of BNP Paribas is subjudice, company had stopped recognising interest income on Fixed Deposit in earlier years. The principal amount is Rs.181.42 lakhs. However, the bank has given interest after deducting TDS on the same amounting to Rs. 19.95 lakhs in the current year and the same has been recognized as interest income in current year.

41 Ind AS 115- "Revenue from Contracts with Customers" which is mandatory w.e.f. April 1, 2018 has replaced existing revenue recognition requirements. The company has applied the modified retrospective approach on transition. There is no significant impact on the retained earnings as at 1st April 2018 and on these financial results.

42 Details of Benami Property held

The company does not have any Benami Property. No proceeding has been initiated or pending against the company for holding any Benami Property.

43 Wilful Defaulter

The company has not been declared as wilful defaulter by any bank or institution or government or any government authority.

44 Relationship with struck off companies

The company does not have any transaction with companies struck off u/s 248 of Companies Act 2013 or section 560 of Companies Act 1956

45 Compliance with number of layers of companies

The company has complied with number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Ristriction on number of layers) Rules 2017.

46 Registeration of charges or Satisfication with Registar of Companies

The comapny is yet to receive no - due certificate from lenders. Considering the same, the company does not any charges or satisfication which is yet to be registered with ROC beyond statutory period.

47 Details of crypto currency or virtual currency

The company has not traded or invested in crypto currency or virtual currency during current and previous period.

48 Valuation of PPE, Intangible and Investment property

The Company has revalued its PPE, Intangible assets and Investment property during the current period as the Ind AS Financial Statements have been prepared on a liquidation basis. Thus the assets are measured at lower of carrying amount and estimated net realisable value except for the following items:

A.The Company is in the process of determining the realisable values of their Land and Building as at March 31, 2024. Until such determination, certain Land and Buildings are carried at their book value as at March 31, 2024 instead of estimated net realisable value as on that date.

49 Undisclosed Income

There is no income surrendered or disclosed as income during current and previous period in the tax assessments under the Income Tax Act 1961 that has not been recorded in the books of account.

50 Compliance with approved scheme of arrangements

There has been no scheme of arrangements that has been approved by the competent authority in terms of section 230 to 237 of the Companies Act 2013 which the company has not disclosed.

51 No events or transaction has been occurred since the date of balance sheet or are pending that would have material effect on the financials statements for the year ended other than those reflected or fully disclosed in the books of account.

52 Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

54 Previous year''s figures have been reclassified and regrouped where ever necessary to conform to current year''s presentation.

The accompanying notes are integral part of the financial statements.

As per our report of even date attached

For V. P. Thacker & Co. For and on behalf of Board of Directors

Chartered Accountants

ICAI Firm Registration No. 118696W

Sd/- Sd/- Sd/- Sd/-

Abuali Darukhanawala Rajesh Kumar Bagri Archana Manoj Shroff Santwana Todi

Partner Director MD & CFO Company Secretary

Membership No: 108053 DIN: 00191709 DIN: 10479683

Place: Mumbai Place: Mumbai

Date : 27th May, 2024 Date : 27th May, 2024

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Mar 31, 2018

NOTES TO STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2018

(All amounts in INR lakhs, unless otherwise stated)

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommend risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures like foreign exchange forward contracts, borrowing strategies and ensuring compliance with market risk limits and policies.

(A) Credit risk

The company is exposed to credit risk, which is the riskthat counter party will default on its contractual obligation resulting in a financial loss to the group. Credit risk arises from cash and cash equivalents, financial assets carried at amortised cost, derivative products and deposits with banks and financial institutions, as well as credit exposures to trade/non-trade customers including outstanding receivables.

(i) Credit risk management

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as: i) Actual or expected significant adverse changes in business, ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations, iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

Financial assests are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

Ageing of Account receivables

Particular	As at March 31, 2018	As at March 31, 2017
Not due	-	-
0-180 Days	113.26	2,577.64
181-360 Days	2,435.60	823.84
1 years to 2 years	129.75	161.32
More than 2 years	152.03	10.85
Total	2,830.64	3,573.65

Financial Assets are considered to be of good quality and there is no significant increase in credit risk. (B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, group treasury maintains flexibility in funding by maintaining availability under committed credit lines.

NOTES TO STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2018

(All amounts in INR lakhs, unless otherwise stated)

Particulars	As at March 31, 2018	As at March 31, 2017
Short term borrowings/ (CD''s
Binani Cement Limited ( refer note 45 )		114,857.24
Edayar Zinc Limited	3,346.59	3,346.59
Shiv Ganga Agency Private Limited	5769.00	-
Other Payable
Binani Cement Limited ( refer note 45 )		0.66
Deposits
Triton Trading Company Private Limited	5.40	5.40
Trade payable
Golden Global Pte Limited (Assignee of Promoter)	529.27	529.27
Nirbhay Management Service Private Limited	22.50	50.98
Triton Trading Company Private Limited	270.21	1.15
Megha Mercantile Pvt. Ltd.	29.27	4.10
Remuneration Payable
Mr. Visalkshi Sridhar ( CFO, Manager and Company Secretary )	3.41	Nil
Interest payable on (CD''s
Binani Cement Limited ( refer note 45 )		10,285.17
Edayar Zinc Limited	949.63	949.63
Outstanding Corporate Guarantees given to Financial institutions and banks in respect of loan to subsidiaries /step down subsidiaries of the company
Goa Glass Fibre Limited	321.07	1,445.00
Binani Cement Limited ( refer note 45 )		323,974.71
3B Binani Glass Fibre SARL ( Refer note below ** )	178,240.38	181,665.57
BIL Infratech Limited	7,453.49	9,310.00
Edayar Zinc Limited	24,440.75	24,532.00

Note:

* Restated as exchange rate of March 31, 2018

** jointly and severally with other subsidiaries/ step-down subsidiaries

39 OBLIGATIONS TOWARDS OPERATING LEASES

The Company has entered into an operating lease agreement for Motor Vehicle w.e.f. May 19, 2017. Lease payments recognised in the Statement of Profit and Loss Rs.7.58 lakhs (As at March 31, 2017 : Rs. 14.13 lakhs ).

The total future minimum lease rentals payable as at the Balance Sheet date is as under:

Particulars	For the Year Ended March 31, 2018	For the Year Ended March 31, 2017
Fora period not later than one year	10.10	-
For a period later than one year and not later than five years	12.63	-

40 As per the accounting policy of the Company of fair valueing the financial instruments, [refer note 2 (13)(a)], the net increase in restated fair value credited to BRR of Rs. 7,847.49 lakhs (As at March 31, 2017 decrease by Rs. 678.07 lakhs).

41 In accordance with the accounting policies as stated in note 40 above the Company has withdrawn an amount of Rs 5,353.17 lakhs from the BRR and credited the same to the statement of Profit & Loss so as to offset the following expenses debited to the Statement of Profit and Loss during the year ended March 31, 2018. (March 31, 2017 : Rs 5,854.02 lakhs)

Particulars	For the Year Ended March 31, 2018	For the Year Ended March 31, 2017
Interest and Financial charges (net of Interest Income)	4,603.70	4,874.30
Foreign Exchange Loss	659.81	975.62
Interest on Settlement of liabilities	39.84	-
Loss / ( profit ) on sale of Invesment ( Net )	2.17	4.10
Unutilised Taxes	47.64	-
Total	5,353.17	5,854.02

If such accounting policy had not been adopted, the net profit for the year ended March 31, 2018, would have been lower by and the Business Reorganisation Reserve as on March 31, 2018 would have been higher by the said amount of Rs 5353.17 lakhs (As at March 31, 2017 : 5,854.02 Lakhs) and the Earnings Per Share would have been lower by Rs 17.07 (As at March 31, 2017 :18.66 ).

42 Earnings Per Share:

Particulars	For the Year Ended March 31, 2018	For the Year Ended March 31, 2017
Profit /(Loss) after Tax	(504.69)	1,067.33
Weighted Average number of Shares used in computing Basic Earnings Per Share	31,368,025	31,368,025
Basic Earning per Share (in ?) (Refer note 41 above)	-1.61	3.40
Diluted Earning per Share (in Rs.) (Refer note 41 above)	-1.61	3.40

43 One of a creditor had filed a winding up petition on November 19, 2016 against the Company with the Horible High Court of Calcutta and has been admitted by the Court on September 20, 2017. The Company has already arrived at a settlement agreement with the Creditor and is seeking recall of the order. The Company has entered into a settlement with such creditor by agreeing to pay its entire dues along with interest as mutually agreed.

44 The Company was providing Logistics Services to one of its subsidiary i.e. BCL (subsidiary till July 24, 2017). The said subsidiary is now taking logistics services from other vendors. The Company is in process of finding alternate business opportunities.

45 Binani Cement Limited (BCL), a major subsidiary was admitted under the Corporate Insolvency and Resolution Process (CIRP) in accordance with the Insolvency and Bankrupcy Code, 2016 (IBC) dated July 25, 2017 and a Resolution Professional was appointed. Effective from July 25, 2017 the Board of Directors of BCL were suspended and effectively Binani Industries Limited (BIL) lost control over BCL with regards to operational and financial decision-making powers and derive economic benefits from its activities. This has resulted in the following:

a. The Company has not received the consolidated management or audited accounts duly signed by the Resolution Professional (new management) for the period April 01, 2017 till July 24, 2017 (date upto which the company had control). The last date for completion of the CIRP is June 23, 2018 or such date as may be extended by adjudicating authority, hence the Company has made application to SEBI requesting time till end of August 2018 to declare consolidated financials results for the year ended March 31, 2018.

b. The Company has investment in equity shares of Binani Cements Ltd (BCL) having a carrying amount of Rs. 3,39,739 lakhs as on March 31, 2018 and March 31, 2017 and in non-cumulative redeemable preference shares of BCL amounting to Rs 1,621 lakhs as at March 31, 2018 and Rs. 1501 lakhs as on March 31, 2017 (Cost: Rs 6,002 lakhs). In July 25,2017, pending the final outcome of the CIRP, the management of the Company has continued to the value of these Investments in BCL at the fair value arrived as on March 31, 2017. Also the Company has loans and advances Rs 700 lakhs, security deposits of Rs. 100 lakhs and trade receivables of Rs 1362.10 lakhs due from BCL and the ultimate recoverable amount of these dues is not known and uncertain.

c. Having regard to the ongoing Corporate Insolvency and Resolution Process in respect of BCL there are various news being reported / appear in public domain involving/ mentioning about the Company, BCL, Promoters and other group companies however the management of the Company is unaware of any matter, investigation or allegation, open or close, involving the Company, management of the Company, promoters or other group companies which requires adjustment/disclosure in the financial results of the Company.

46 The management is working towards finding a workable solution to resolve the financial position by discussion with the lenders and others and to continue its business as going concern. Accordingly, the management considers it appropriate to prepare these financial statements on a going concern basis.

47 The Company had initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers except Legasis Services Pvt. ltd. regarding their status under the said Act as at ''March 31, 2018, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

Name of Company register under MSME Act,2006	Amount outstanding as at March 31, 2018
Legasis Services Pvt. Ltd.	2.45 Lakhs

48 As per the Debts Recovery Tribunal (DRT) order on the Securitization Application, Edayar Zinc Limited (EZL), a subsidiary company, were to pay Punjab National Bank (lender to subsidiary) Rs. 25,000 per day till the order being finalised by the DRT on behalf of the Consortium of Banks. Owing to the paucity of funds of the subsidiary, the company is paying this amount on behalf of the subsidiary. The amounts paid till March 31, 2018 is Rs. 247.50 lakhs (March 31, 2017 : Rs. 156 lakhs). The Consortium of Banks led by Punjab National Bank (PNB) have taken symbolic possession of the assets situated at Binanipuram, Kerala under SARFESI Act, 2002.

49 The Company has stopped providing Corporate support services related to Accounting, Finance, Treasury, Forex/ Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management, branding and trademark, etc. to its subsidiaries / step down subsidiaries as it was not remunerative / being managed by Resolution Professional / stopped operations.

50 No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements for the year ended, other than those reflected or fully disclosed in the books of accounts.

51 Previous year''s figures have been reclassified and regrouped considered necessary.

The accompanying notes 1 to 50 are integral part of these financial statements. As per our report of even date attached

For MSKA & Associates		For and on behalf of the Board Binani Industries Limited
Chartered Accountants
ICAI Firm Registration No. 105047W
Anita Somani	Visalakshi Sridhar	Rajesh Kumar Bagri	Nilesh R. Doshi
Partner	CFO, Manager & Company Secretary	Director	Director
Membership No: 124118	M.No. ICSI-A13849	DIN: 00191709	DIN: 00249715
	AICWA- M2113
Place: Mumbai		Place: Mumbai
Date: May 30, 2018		Date: May 30, 2018

---

Mar 31, 2016

CONTINGENCIES / PROVISIONS

A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A Contingent Liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote.

1 Equity Shares :

a) Terms /Rights attached to Equity Shares

The Company has only one class of Equity Shares having a par value of '' 10 per share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2016, the amount of dividend proposed for distribution to Equity Shareholders is Nil per share (Previous year - Rs.3 per share)

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

2 0.01% Non-Cumulative Redeemable Preference Shares :

1.20.00.000 - 100% (Previous year 1,20,00,000) 0.01% Non-cumulative redeemable Preference Shares of Rs.100/- each fully paid-up held by Triton Trading Co Private Limited.

1.20.00.000 - 0.01% Non-Cumulative Redeemable Preference Shares of Rs.100 each, fully paid up, have been issued and allotted, for cash at Par, to Triton Trading Co Private Limited in the Financial Year 2014-15.

a) Terms /Rights attached to 0.01% Non Cumulative Redeemable Preference Shares

Holder of the Shares shall be entitled to dividend 0 0.01% per annum from April 01, 2015.

Non-participating and carry a preferential right vis-a-vis Equity Shares of the Company, with respect to payment of dividend and repayment in case of a winding up or repayment of capital and shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013.

Redeemable for cash at par, at the end of 20 year from the date of allotment with an option to the Company to redeem any time earlier.

a Foreign Currency Loan - Outstanding Rs.26,871.59 Lacs (USD 40.245 mio) (Previous year Rs.25,378.49 Lacs - USD 40.245 mio).

The loan carries interest 0 6 Months LIBOR plus 800 bps p.a. The loan is repayable in 32 structured installments starting from 1st February 2017.

The loan is secured/to be secured 1) against exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 5% Equity Shares i.e. 94,50,000 Equity Shares of Binani Cement Limited on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second Pari passu charge on pledge of 100% shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second paripassu charge on the pledge of 100% shares of Project Bird Holding II S.a.r.l and its subsidiaries; 7) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries; 8) 1st Pari passu charge on the entire fixed assets of Binani Zinc Limited including immovable properties, present and future with existing lenders 9) extension of existing pledge of 10.86% ie. 205 Lacss Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 24 mio (USD 29.506 mio).

Out of total outstanding Rs.26,871.59 Lacs shown under Long-Term Borrowing and Rs.268.72 Lacs shown under Other-Current Liabilities. (Previous year Rs.25,378.49 Lacs shown under Long-Term Borrowing and Rs. Nil shown under Other-Current Liabilities). (Refer Note 9)

Interest over dues - Rs.202.15 Lacs due for the period 1st Jan 2016 to 31st January 2016; Rs.67.92 Lacs for the period 2nd November 2015 to 31st Jan 2016; Rs.58.99 Lacs from 2nd November to 31st December 2015: Rs.1.7 Lacs as additional interest for the month of Jan 2016.(being Penal interest for which waiver has been sought) ( Previous Year Rs.182.04 Lacs due for the period 1st October 2014 to 31st October 2014; Rs.209.21 Lacs for the period 8th December 2011 to 10th March 2014)(being Penal interest for which waiver has been sought).

b Foreign Currency Loan-Outstanding Rs.19,700.88 Lacs (USD 29.506 mio) (Previous year Rs.18,606.23 Lacs - USD 29.506 mio).

The loan carries interest 0 6 Months LIBOR plus 800 bps p.a. The loan is repayable in 32 Structured installments starting from 1st February 2017.

The loan is secured / to be secured against 1) exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 10.86% Equity Shares i.e. 205 lacs Equity Shares of Binani Cement Limited held by BIL on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second pari passu charge on pledge of shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second pari passu charge on the pledge of Project Bird Holding II S.a.r.l and its subsidiaries; 7) extension of existing pledge of 5% Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 30 mio (USD 40.245 mio) ; 8) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries excluding 3B Fibregalss A/S Norway;

Out of total outstanding Rs.19700.88 Lacs shown under Long-Term Borrowing and Rs.197.01 Lacs shown under Other-Current Liabilities. (Previous year Rs.18,606.23 Lacs shown under Long-Term borrowing and Rs. Nil shown under Other-Current Liabilities). (Refer Note 9)

Interest over dues - Rs.143.75 Lacs due for the period 1st Jan 2016 to 31st Jan 2016; Rs.49.80 Lacs for the period 2nd November 2015 to 31st Jan 2016; Rs.0.87 Lacs as additional interest for the month of Jan 2016.(being Penal interest for which waiver has been sought) (Previous Year Rs.241.92 Lacs due for the period 30th July 2012 to 31st January 2014) (being Penal interest for which waiver has been sought).

c Funded Interest Term Loan -Outstanding Rs.2611.87 Lacs (USD 3.91 mio) (Previous year Rs.546.16 Lacs (USD 0.87 mio)).

The loan carries interest 0 6 Months LIBOR plus 400 bps p.a. The loan is repayable in 14 structured installments starting from 1st May 2016.

The loan is secured / to be secured against 1) exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 10.86% Equity Shares i.e. 205 lacs Equity Shares of Binani Cement Limited held by BIL on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second pari passu charge on pledge of shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second pari passu charge on the pledge of Project Bird Holding II S.a.r.l and its subsidiaries; 7) extension of existing pledge of 5% Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 30 mio (USD 40.245 mio) ; 8) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries.

Out of total outstanding Rs.2611.87 Lacs shown under Long-Term Borrowing and Rs.731.32 Lacs shown under Other Current Liabilities. (Previous year Rs.546.16 Lacs shown under Long Term Borrowing and '' Nil shown under Other current liabilities). (Refer Note 9) Additional Interest of Rs.5.78 Lacs for the period 2nd November 2015 to 31st Jan 2016; (being Penal interest for which waiver has been sought)( Previous Year Nil). d Funded Interest Term Loan -Outstanding Rs.1956.79 Lacs (USD 2.93 mio) (Outstanding Rs.400.38 Lacs (USD 0.63 mio)).

The loan carries interest 0 6 Months LIBOR plus 400 bps p.a. The loan is repayable in 14 structured installments starting from 1st May 2016.

The loan is secured/to be secured 1) against exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 5% Equity Shares i.e. 94,50,000 Equity Shares of Binani Cement Limited on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second Pari passu charge on pledge of 100% shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second paripassu charge on the pledge of 100% shares of Project Bird Holding II S.a.r.l and its subsidiaries; 7) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries; 8) 1st Pari passu charge on the entire fixed assets of Edayar Zinc Limited including immovable properties, present and future with existing lenders 9) extension of existing pledge of 10.86% ie. 205 Lacss Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 24 mio (USD 29.506 mio).

Out of total outstanding Rs.1956.79 Lacs shown under Long-Term Borrowing and Rs.547.90 Lacs shown under Other Current Liabilities. (Previous year '' 400.38 Lacs shown under Long-Term Borrowing and Rs.Nil shown under Other Current Liabilities). (Refer Note 9) Additional Interest of Rs.4.24 Lacs for the period 2nd November 2015 to 31st Jan 2016; (being Penal interest for which waiver has been sought)( Previous Year Rs.Nil)

Notes:

1) Buildings include amount of Rs.198.05 Lacs on leasehold land. Transfer of lease is yet to be completed.

2) Building (RCC) includes Rs. 165.95 Lacs being cost of building and road constructed by the Company. The ownership of the Land on which the said construction is done vests with Binani Cement Limited.

3) Consequent to enactment of the Companies Act, 2013 and its applicability w.e.f. 01.04.2014, the Company has reworked depreciation on the basis of the useful lives of assets as prescribed in part ''C'' of schedule II of the Act.

In case of assets where the remaining useful life as on 01.04.2014 is Nil, the carrying amount of such assets have been adjusted to the opening balance of Retained Earnings after retaining their residual value. Accordingly, a sum of Rs.19.82 Lacs has been adjusted against Opening Reserves as on 01.04.2014.

a) (i) The City Civil Court at Kolkata has passed an order dated 3rd December, 2009 not recognizing the Company as a tenant whereby the godown has been handed over to the Standard Chartered Bank, the recognized tenant. However, the Bank has been given time by the court to recover rent and / or charges as well as other amounts in respect of the said godown. However, to date no recovery proceedings have been initiated by the Bank and, therefore, the Liability if any, cannot be quantified.

(ii) The Company has given Counter guarantee to a bank in respect of a guarantee furnished by it to the Government of India for certain transactions of a partnership firm against the original counter guarantee of Rs.89.97 Lacs. The fixed deposit with the bank as at 31st March, 2016 is Rs.175.50 Lacs (Previous Year Rs.169.59 Lacs) and accordingly the Company has provided for Rs 175.50 Lacs (Previous Year Rs.169.59 Lacs) as the subject matter of the bank is subjudice.

(iii) The Company has issued a General Bond under section 59(2) of the Customs Act, 1962, for a sum of Rs.24 crores to the Custom authorities. There is no claim so far received by the Company as at 31st March, 2016, On such Bond the value of goods lying in bond was Rs.1411.23 Lacs ( Previous Year Rs.1397.95 Lacs) and the estimated liability for duty is Rs 268.13 lacs ( Previous Year Rs.277.55 lacs).

(b) (i) As at 31st March, 2016, the Company has Capital commitments of Rs.22.83 Lacs net of advances (Previous year - Rs.58.05 Lacs).

(c) (i) The Company had given guarantees to banks and financial institutions in the earlier years on behalf of various subsidiaries including one step down subsidiary, for the purpose of expansion projects and working capital requirements. The outstanding aggregate balances of these guarantees is Rs.5,28,729.44 Lacs as on 31st March 2016 (previous year - Rs.4,92,102.64 Lacs). Further, till the financial year ended March 31, 2016, these entities were honouring the commitments in respect of servicing and /or repayment of their debt obligations. The lenders (Banks and Financials Institutions) of Binani Cement Ltd and 3B Binani Glass Fibre Sarl have, restructured the term loans during the year. Edayar Zinc Limited has applied to BIFR for registering as sick industrial company and the relief package including restructuring of the term loans will be considered in the current year. In view of the above and in the opinion of the management, these are not expected to result into any financial liability to the Company.

4 MANAGEMENT SERVICES FEES :

The Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries / step down subsidiaries namely Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), and step down subsidiaries Goa Glass Fibre Limited (GGFL) on payment of monthly Management Service Fees by the subsidiaries. However during the current year the Company has decided not to charge Management Service Fee from EZL and GGFL w.e.f April 01, 2014 and from BCL w.e.f. December 13, 2014.

5 ROYALTY INCOME:

The Company had entered into agreements with its principal subsidiaries viz Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), BT Composite Limited ( BTCL) and step down subsidiaries Goa Glass Fibre Limited (GGFL) for grant of the use of the marks, corporate name, logo etc., in consideration of payment of Royalty. However, during the year the Company has decided not to charge royalty from EZL,GGFL and BTCL w.e.f April 01, 2014 and from BCL pursuant to restructuring package sanctioned under the Joint Lenders Forum w.e.f. December 13, 2014. Consequently no payments are made to Promoters.

6 Amalgamation of Binani Industries Limited (BIL) and Binani Metals Limited (BML)

Pursuant to the Scheme of Amalgamation (''the Scheme'') of erstwhile Binani Metals Limited (BML) with the Company under Sections 391 to 394 of the Companies Act, 1956 sanctioned by Hon''ble High Court at Calcutta vide order dated 21st January 2016 made effective from 5th April 2016 entire business including all assets and liabilities of BML were transferred and vested in the Company effective from 1st April, 2015(Appointed date). Accordingly the Scheme has been given effect to in these financial statements. The BML was engaged in trading of shares and securities, trading of goods, logistic services, media and publications, dealing in commodities/equity future contract.

The Amalgamation has been accounted as per “Pooling of Interest" method as prescribed by the Accounting Standard 14 “Accounting for Amalgamations" notified under the Companies (Accounting Standards) Rules, 2006 (as amended). Accordingly, the accounting treatment has been given as under:-

(i) The assets and liabilities as at 1st April, 2015 were incorporated in the financial statement of the Company at its book value.

(ii) Credit balance in the statement of Profit and Loss of BML as at 1st April, 2015 amounting to 10.92 Crore was adjusted in “Surplus in Statement of Profit and Loss".

(iii) The Company will issue 50 Equity Shares of Rs.10 each fully paid up (Number of Shares 17,71,600) for every 1 Equity shares of BML of Rs.1,000 each fully paid up (Number of Shares 35,432) and difference between the book value and face value of such shares amounting to 1.77 Crore was adjusted against the statement of Profit and Loss of the Company with the calls in arrears on equity shares aggregating to Rs. 18,700/-.

(iv) The Company will issue 10 0.01% Non-cumulative Redeemable Preference Shares of the Company of Rs 100/- each fully paid up (Number of Shares 2,98,000) for every 1 8% Non-cumulative Redeemable Preference Shares of Rs.1000/- each (Number of Shares 29,800) held by preference shareholders in BML.

(v) Pending allotment, the said amount in para (iii) & (iv) above has been shown under ''Share Capital Suspense Account''. Figures of earnings per share for the current period are based on the share capital, to be enhanced on the allotment of shares referred to in para (iii) above.

(vi) Pursuant to Amalgamation of erstwhile Binani Metal Limited (BML), Nirbhay Management Service Private Limited & Narsingh Management Service Private Limited became a subsidiaries of Binani Industries Limited.

7 In accordance with the accounting policies applicable to erstwhile WIEL and to the Company as a successor to WIEL, being accounting policies adopted as per the Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta on 18th March 2014, the Company has applied AS 30, the Accounting Standard on Financial Instruments: Recognition and Measurement, issued by the Institute of Chartered Accountants of India (ICAI), and pursuant thereto has as on March 31, 2014, being the date of conclusion of the first Accounting Year post the provisions of AS 30 becoming applicable to the Company, classified the investments as “available for sale financial assets" and has accordingly, measured such investments at fair value as on that date (except for those investments whose fair value cannot be reliably measured, which investments in accordance with AS 30 are continued to be measured at cost and their cost is considered as the fair value). Accordingly, the current portion of long term investments has been fair valued and regrouped under non current investments as on 31st March 2016.The consequential net addition in the fair value amounting to Rs.9,919.21 Lacs has been recorded as forming part of the BRR of the Company.

8 In accordance with the accounting policies applicable to WIEL and to the Company as a successor to WIEL being accounting policies adopted as per the Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta, the Company has withdrawn an amount of Rs 8,841.05 Lacs from the BRR arising pursuant to the merger and the adoption of AS 30 as recorded in Note No. 35 and credited the same to the Statement of Profit & Loss so as to offset the following expenses debited to the Statement of Profit and Loss during the year ended March 31, 2016.

If such accounting policy had not been adopted, the net profit for the year ended March 31, 2016, would have been lower by and the Business Reorganization Reserve as on March 31, 2016 would have been higher by the said amount of Rs.8841.05 Lacs and the Earnings Per Share would have been lower by Rs. 28.18.

9 Export Import Bank of India (Exim Bank) has sanctioned the restructuring package in March 2015. The Company has approached for certain amendments in the sanctioned package. Pending consideration and confirmation by the Bank, the accounting has been done based on the existing sanctioned package.

The Company''s activities cannot be classified under any geographical segments

*Commercial Segment includes Profit from Commodities/Equity in Futures Trading, Trading in Shares and Securities and Other Commercial Services.

Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting systems.

Notes:

1 Names of related parties and description of relationship:

a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), Goa Glass Fibre Limited (GGFL), Binani Energy Private Limited (BEPL), Global Composite Holdings Inc (Formerly Known as CPI Binani Inc.), (U.S.A) (CPI), Building Material Holdings Limited, 3B Binani Glass Fibre SARL (Luxembourg),Binani Global Cement Holdings Private Limited (Singapore), BIL Infratech Limited, Royalvision Projects Private Limited, Royal Vision Concrete Private Limited, Royal Vision infratech Private Limited, R.B.G. Minerals Industries Limited, Krishna Holding Pte. Limited, (Singapore) (KHL), Shandong Binani Rong''an Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, (British Virgin Island) (MHL), Binani Cement Factory LLC (UAE) (BCFLLC), Binani Cement Fujairah LLC, Murari Holdings Limited (British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte Limited (Singapore), BC Tradelink Limited, Tanzania, PT Anganna Energy Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Readymix Concrete Limited (discontinued operations), Binani Cement (Tanzania) Limited, Binani Cement (Uganda) Limited (Under liquidation) Project Bird Holding II S.a.r.l. (Luxembourg), 3B - Fibreglass SPRL (Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL (Tunisia),Nirbhay Management Services Private Limited (Nirbhay) , Narsingh Management Private Limited. (Narsingh)

b) Key Management Personnel: Mr. Sushil Bhattar, Mr. K K Saraf, Ms. Visalakshi Sridhar

c) Promoters & Enterprises where the Promoters have got significant influence: Mr. Braj Binani, Ms.Nidhi Binani Singhania , Ms. Kalpana Binani , Miss. Shradha Binani, Ms. Vidushi Binani, Dharmik Commodeal private Limited, Vijayshree Holdings Private Limited, K.B. Vyapar Private Limited, Lucknow Properties & Finance Private Limited, Akror Traders Private Limited, Triton Trading Co. Private Limited, Megha Mercantile Private Limited and Miracle Securities Private Limited, Atithi Tie-Up Private Limited.

d) Joint Venture : Binani Aspire LLC (Joint Venture between Binani Cement Factory LLC, UAE and Galfar Aspire Readymix LLC, Oman).

e) The Company has received Inter-Corporate Deposits (Including interest payable) from its subsidiary company viz. Binani Cement Limited, amounting to Rs 1,26,972.21 Lacss, as per Management, the said loan will be repaid by the Company through sales proceeds received by divesting Investment in Equity Shares of Binani Cement Limited. Further the subsidiary company in its board meeting has decided not to charge interest on the above Inter-Corporate Deposits (ICDs) given to the Company, effective April 01, 2015.

f) Due to appointment of Liquidator , BT Composite Limited is not considered as related party during the current year.

Except Loan to Global Composite Holdings Inc. (Formerly Known as CPI Binani Inc.), Inc., Loans and Advances shown above fall under the category of ''Loans and Advances in the nature of loans (including through intra company current accounts) where there is no fixed repayment schedule. Advance given to BT Composites (Under Liquidation) Limited are interest free.

10 The Company had initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2016, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

11. EMPLOYEE BENEFITS DISCLOSURE AS PER AS 15(REVISED) ISSUED UNDER ACCOUNTING STANDARD RULES 2006 (AS AMENDED).:

a) Defined Contribution Plans

During the year the Company has recognized Rs.42.23 Lacs (Previous Year Rs.61.70 Lacs) in the Statement of Profit and Loss on account of defined contribution plans including superannuation fund for the eligible employees.

b) Defined benefit plans as per Actuarial valuation on 31st March, 2016

The Company makes annual contributions to the Employees'' Group Gratuity-cum Life Assurance Scheme of the Life Insurance Corporation of India (LIC), a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on superannuation, death or on separation / termination in terms of the provisions of the Payment of Gratuity Act or as per Company''s policy whichever is beneficial to the employees.

12. No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements for the year ended, other than those reflected or fully disclosed in the books of accounts.

13 In view of the amalgamation as referred in Note 34, the figures for the current year are not comparable with the corresponding figures of the previous year. Previous year''s figures are regrouped wherever necessary to confirm with the figures of the current year

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Mar 31, 2015

1. Names of related parties and description of relationship:

a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL) (Under Liquidation), Binani Energy Private Limited (BEPL), CPI Binani, Inc. (U.S.A) (CPI), 3B Binani Glass Fibre SARL (Luxembourg), Sankalp Holdings Limited (Cyprus) (Liquidated),Binani Global Cement Holdings Private Limited (Singapore), BIL Infratech Limited, Royalvision Projects Private Limited, Royal Vision Concrete Private Limited, Royal Vision infratech Private Limited, Abhinav Holding Limited, Cyprus (AHL) (Liquidated), R.B.G. Minerals Industries Limited, Krishna Holding Pte. Limited, (Singapore) (KHL), Shandong Binani Rong'an Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, (British Virgin Island) (MHL), Binani Cement Factory LLC (UAE) (BCFLLC), Murari Holdings Limited (British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte Limited (Singapore), BC Tradelink Limited, Tanzania, PT Anganna Energy Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Readymix Concrete Limited (discontinued operations), Project Bird Holding II S.a.r.l.(Luxembourg), 3B - Fibreglass SPRL ( Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL (Tunisia), Binani Cement (Tanzania) Limited, Binani Cement (Uganda) Limited (under liquidation).

b) Key Management Personnel: Mr. Sunil Sethy, Mr R Venkiteswaran, Mr. K. K. Saraf & Mr Hemant Mogra.

c) Promoters & Enterprises where the Promoters have got significant influence: Mr. Braj Binani, Ms.Nidhi Singhania , Ms. Kalpana Binani, Miss. Shradha Binani, Binani Metals Limited, Dharmik Commodeal private Limited, Vijayshree Holdings Private Limited, K.B. Vyapar Private Limited, Lucknow Properties & Finance Private Limited, Akror Traders Private Limited, Triton Trading Co. Private Limited, Nirbhay Management Services Private Limited and Miracle Securities Private Limited.

Except Loan to CPI Binani, Inc., Loans and Advances shown above fall under the category of 'Loans and Advances in the nature of loans (including through intra company current accounts) where there is no fixed repayment schedule. Advance given to BT Composites Limited and Wada Industrial Estate Limited are interest free.

2. The Company had initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2015, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

As stated in paragraph 1 of our report on 'other Legal and Regulatory requirements' in our Independent Auditor's Report of even date on consolidated financial statements for the year ended 31 March 2015, our reporting on the matter specified in para 3 & 4 of the order includes 9 subsidiaries incorporated in India and is based on the comments in the respective Independent Auditor's Report of Holding Company and its aforesaid subsidiary companies incorporated in India.

i. In respect of the fixed assets of the Holding Company and its aforesaid subsidiaries:

(a) The respective entities have generally maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management of the respective entities in accordance with a regular programme of Verification which, in our opinion and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, provides for physical Verification of the fixed assets at reasonable intervals. According to the information and explanations given to us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, no material discrepancies were noticed on such verification.

Two Subsidiaries incorporated in India do not have any tangible assets and hence the requirement of clause (i) of paragraph 3 of the said Order is not applicable to those subsidiaries.

ii. In respect of the inventories of the Holding Company and its aforesaid subsidiaries:

(a) The inventory has been physically verified by the Management during the year. In our opinion, the frequency of Verification is reasonable.

(b) The procedures of physical Verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical Verification of inventory as compared to book records were not material.

The Holding Company and 5 Subsidiaries incorporated in India do not have any inventory and hence the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to those subsidiaries.

iii. As per information and explanations given to us and based on the auditors' reports issued in accordance with the Order, the Holding Company and its aforesaid subsidiaries have not granted loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the sub-clause (a) and (b) of clause (iii) are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us and based on the auditor's reports of the aforesaid subsidiary companies incorporated in India, there is an adequate internal control system in respective entities commensurate with the size of the Company and the nature of its business, with regard to the purchase of inventory and fixed assets and sale of goods and services. During the course of our audits and based on the auditor's reports of the aforesaid subsidiary companies incorporated in India, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

Based on the auditors' report issued in accordance with the Order of one subsidiary, the subsidiary has not carried any activities relating to purchase of inventory & Fixed assets and sale of goods and services, hence clause (iv) of said order is not applicable to that subsidiary.

v. The Holding Company and its aforesaid subsidiaries have not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

vi. We have broadly reviewed the books of account maintained by the 4 Subsidiaries in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under Section 148 of the Act and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

For the Holding Company and 5 Subsidiaries incorporated in India, the Central Government has not prescribed maintenance of cost records under sub-section of (1) of section 148 of the Companies Act 2013.

vii. (a) According to the information and explanations given to us and on the basis of records produced before us and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, the Company and its aforesaid subsidiaries are generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise duty, value added tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the records of the Company examined by us, the dues outstanding of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, entry tax, value added tax and cess on account of any dispute, are as follows:

(c) There are no amounts required to be transferred by the Company and its aforesaid subsidiaries to the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 2013 and the rules made there under.

viii. The Group has consolidated accumulated losses exceeding fifty percent of its networth at the end of the financial year and it has incurred cash losses on consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.

ix. Based on the auditors' report of aforesaid subsidiaries incorporated in India and information and explanation given to us, following subsidiary Companies have defaulted in repayment of dues to financial institution, bank or debenture holders as at the Balance Sheet date.

x. In our opinion and according to the information and explanations given to us, the group has not given any guarantee for loan taken by others from banks and financial institutions during the year. Accordingly, the provision of Clause 3(x) of the Order are not applicable to the Company.

xi. In our opinion and according to the information and explanations given to us and Based on the auditors' report of aforesaid subsidiaries incorporated in India, the term loans availed by the Holding Company and 2 Subsidiaries were, prima facie, applied for the purpose for which the loans were raised, other than temporary deployment in deposits with banks, pending application of those loans. Based on the auditors' report of aforesaid subsidiaries incorporated in India, 7 subsidiaries have not taken any term loan during the year.

xii. To the best of our knowledge and belief and according to the information and explanations given to us and based on the auditor's report of aforesaid subsidiary companies incorporated in India, no material fraud on the Holding Company and its aforesaid subsidiary companies incorporated in India has been noticed or reported during the year, nor have we been informed of any such case by the Management.

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Mar 31, 2014

CORPORATE INFORMATION

Binani Industries Limited is a public limited company (herein after called ''Company'') domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is listed on the Bombay Stock Exchange(BSE), National Stock Exchange(NSE) and the Calcutta Stock Exchange (CSE).

a. Export Import Bank of India - Foreign Currency Loan - Outstanding Rs. 24,344.20 Lacs (USD 40.245 mio) (Previous year Rs. 22,086.46 Lacs - USD 40.245 mio).

The loan carries interest @ 6 Months LIBOR plus 800 bps p.a. The loan is repayable after 3 years from the date of drawdown , i.e.8th December 2011 in 4 equal semi annual instalments of USD 10.06 mio each.

The loan is secured/to be secured against (a) Second Paripassu charge on pledge of 100% shares of 3B Binani Glass Fibre S.a.r.l. held by the Company (b) exclusive charge on royalty and dividend payment to be received from Binani Cement Limited (c) second charge on the entire assets of Project Bird Holding III B S.a.r.l and its subsidiaries (during the current year, Project Bird Holding S.a.r.l has merged with Project Bird Holding III B S.a.r.l) (d) second charge on the pledge of 100% shares of Project Bird Holding III B S.a.r.l and its subsidiaries (e) pledge of 94,50,000 no equity shares of Binani Cement Limited held by the Company on exclusive charge basis (f) First paripassu charge on the entire fixed assets of Binani Zinc Limited including immovable properties present and future (g) Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited and (h) Personal guarantee of a promoter director of the company.

Out of total outstanding Rs. 18,258.15 Lacs shown under Long term borrowing and Rs. 6,086.05 Lacs shown under Other current liabilities. (Previous year Rs. 22,086.46 Lacs - Long term borrowings and Rs. Nil - Other current Liabilities). (Refer Note 9)

Interest overdues - Rs. 511 Lacs due for the period 11th December 2013 to 10th March 2014 ; Rs.200.69 Lacs due for the period 8 th December 2011 to 10th March 2014.

b. Export Import Bank of India - Foreign Currency Loan-Outstanding Rs. 17,847.94 Lacs (USD 29.506 mio) (Previous year Rs. 16192.67 Lacs - USD 29.506 mio).

The loan carries interest @ 6 Months LIBOR plus 800 bps p.a. The loan is repayable after 3 years from the date of drawdown, i.e. 30th July 2012 in 16 equal quarterly instalments of USD 1.8441 mio each.

The loan is secured / to be secured against (a) pledge of 2,05,00,000 no equity shares of Binani Cement Limited held by the Company on exclusive charge basis (b) exclusive charge on royalty and dividend payment to be received from Binani Cement Limited (c) Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited. (d) Second charge on pledge of shares of Project Bird Holding III B S.a.r.l (e) Second pari passu charge on pledge of shares and / or other instruments of subsidiaries of Project Bird Holding III B S.a.r.l (f) the personal guarantee of a promoter director of the company.

Interest overdues - Rs. 232.06 Lacs due for the period 30th July 2012 to 31st January 2014.

c. IFCI Ltd - Outstanding Nil (Previous year Rs.35,000 Lacs).

The Loan carried interest @ 15.50% w.e.f. 17th Jan 2013 & has been repaid fully during the current year.

d. Syndicate Bank- Outstanding Rs. Nil (Previous Year Rs. 434.78 Lacs)

The loan carried interest @ 13.5% p.a. and has been repaid fully during the current year. (Previous year Rs. Nil - Long term borrowings and Rs. 434.78 - Other current Liabilities).

Note No:1

CONTINGENT LIABILITIES NOT PROVIDED FOR

(Rs. in Lacs)

31st March, 2014 31st March, 2013

a) Claims against the Company 4,359.31 5,464.65 not acknowledged as debts in respect of certain Income Tax matters.

b) Commitments relating to the - 25.00 purchase of customised software application.

c) Corporate Guarantees given 365,250.13 266,647.88 to Financial Institutions and Banks in respect of loans to subsidiaries / step down subsidiaries of the Company.

TOTAL 369,609.44 272,137.53

Note No: 2

MANAGEMENT SERVICES FEES

The Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited, and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

Note No: 3

ROYALTY INCOME

The Company, as the owner, licensor and rights holder of the Marks including but not limited to "Binani", "Binani-Braj Binani Group" and the Binani family / corporate name and also in its capacity of Holding Company of the Braj Binani Group, has entered into separate agreements with its principal subsidiaries viz. Binani Zinc Ltd.(BZL), Binani Cement Ltd.(BCL), BT Composite Ltd. (BTCL) and step down subsidiary Goa Glass Fibre Ltd.(GGFL) for grant of the use of the Marks, corporate name, logo etc, in consideration of payment of Royalty as a percentage of net turnover of the Licensee (net of inter company turnover). Accordingly, the company has earned royalty from BCL, BZL, GGFL and BTCL on the basis of their respective turnovers for the year. The company has incurred expenditure on advertisement and corporate brand building of all the group companies as per terms of the said agreements. By virtue of a separate agreement between Promoter and the Company, the Promoter has licensed the Marks to the Company in consideration of a payment equal to 10% of the royalty earned by the Company by sub licensing the marks to its subsidiaries and affiliates.

Note No: 4

During the previous year, the Company had decided to sell part of its holding in its subsidiary Binani Cement Limited (BCL) and expected that the sale would get materialized in the current year. As the said sale could not get materialized during the current year, the unamortized expenditure of Rs. 6544.51 Lacs as on 31st March 2013 has been charged to the Statement of Profit and Loss during the current year and included in the interest cost for the year.

Note No: 5

In accordance with the accounting policies applicable to erstwhile WIEL and to the Company as a successor to WIEL, being accounting policies adopted as per the Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta on 18th March 2014, the Company has applied AS 30, the Accounting Standard on Financial Instruments: Recognition and Measurement, issued by the Institute of Chartered Accountants of India (ICAI), and pursuant thereto has as on March 31, 2014, being the date of conclusion of the first Accounting Year post the provisions of AS 30 becoming applicable to the Company, classified the investments as "available for sale financial assets" and has accordingly, measured such investments at fair value as on that date (except for those investments whose fair value cannot be reliably measured, which investments in accordance with AS 30 are continued to be measured at cost and their cost is considered as the fair value). Accordingly, the current portion of long term investments as on 31st March 2013 has also been fair valued and regrouped under non current investments as on 31st March 2014.The consequential net difference of Rs. 2,99,749.16 Lacs has, in accordance with the accounting policy applicable to WIEL and to the Company, been recorded as forming part of the BRR of the Company.

Note No: 6

The Company had given guarantees to banks and financial institutions in the earlier years on behalf of various subsidiaries including one step down subsidiary, for the purpose of its subsidiaries expansion projects and working capital requirements. The outstanding aggregate balances of these guarantees is Rs. 365,250.13 Lacs and the same are fully secured by each subsidiary''s own assets and also secured by personal guarantee of promoter of Binani Group. Further, till the financial year ended March 31, 2014, these entities are honouring the commitments in respect of servicing and /or repayment of their debt obligations. The lenders (Banks and Financials Institutions) of Binani Cement Ltd. have, subject to certain conditions, agreed in principle to restructure the term loans of the Company in the Joint Lenders'' Forum (JLF) meeting held on 15th May 2014. Binani Zinc Limited has also requested its lenders to restructure their term loans which is under their consideration. In view of the above and in the opinion of the management, these are not expected to result into any financial liability to the Company.

Notes

1 Names of related parties and description of relationship:

a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL) (discontinued operations), Wada Industrial Estate Limited (WIEL) (amalgamated with BIL on 1st Dec''13), Binani Energy Private Limited (BEPL), CPI Binani, Inc. (U.S.A) (CPI), 3B Binani Glass Fibre SARL (Luxembourg), Sankalp Holdings Limited (Cyprus) (under liquidation),Binani Global Cement Holdings Private Limited (Singapore), BIL Infratech Limited, Royalvision Projects Private Limited, Scintillating Buildtech Private Limited (amalgamated with WIEL on 1st November''13), Binani Infrastructure Mauritius Limited, Mauritius, Abhinav Holding Limited, Cyprus (AHL) (under liquidation), R.B.G. Minerals Industries Limited, BZ Minerals (Australia) Pty Limited (Australia) (under liquidation), BZ Minerals (Luxembourg) Sarl (company liquidated)), Krishna Holding Pte. Limited, (Singapore) (KHL), Shandong Binani Rong''an Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, (British Virgin Island) (MHL), Binani Cement Factory LLC (UAE) (BCFLLC), Murari Holdings Limited (British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte Limited (Singapore), BC Tradelink Limited, Tanzania, Binani Cement Factory (Kenya) Limited, Kenya (company liquidated), Binani Cement (Uganda) Limited, Uganda (company liquidated), PT Anganna Energy Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Readymix Concrete Limited (discontinued operations), Project Bird Holding III B S.a.r.l.(Luxembourg), 3B - Fibreglass SPRL ( Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL (Tunisia), Project Bird Holding S.a.r.l.(PBH) (merged with PBH III B), Project Bird Holding II S.a.r.l.(PBH II) (merged with PBH III B).

Note No: 7

The Company has initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2014, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

Note No: 8

No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements for the year ended, other than those reflected or fully disclosed in the books of accounts.

Note No: 9

Previous year''s figures have been regrouped / reclassified wherever necessary.

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Mar 31, 2013

1 CORPORATE INFORMATION

Binani Industries Limited is a public limited company (herein after called ''Company'') domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is listed on the Bombay Stock Exchange(BSE), National Stock Exchange(NSE) and the Calcutta Stock Exchange (CSE).

Note No. 2

MANAGEMENT SERVICES FEES

The Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited, and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

Note No. 3

ROYALTY INCOME

The Company, as the owner, licensor and rights holder of the Marks including but not limited to " Binani", " Binani-Braj Binani Group" and the Binani family / corporate name and also in its capacity of Holding Company of the Braj Binani Group, has entered into separate agreements with its principal subsidiaries viz. Binani Zinc Ltd.(BZL), Binani Cement Ltd.(BCL), BT Composites Ltd. (BTCL) and step down subsidiary Goa Glass Fibre Ltd.(GGFL) for grant of the use of the Marks, corporate name, logo etc, in consideration of payment of Royalty as a percentage of net turnover of the Licensee (net of inter company turnover). Accordingly, the Company has earned royalty from BCL, BZL, GGFL and BTCL on the basis of their respective turnovers for the year. The Company has incurred expenditure on advertisement and corporate brand building of all the group companies as per terms of the said agreements. By virtue of a separate agreement between Promoter and the Company, the Promoter has licensed the Marks to the Company in consideration of a payment equal to 10% of the royalty earned by the Company by sub licensing the marks to its subsidiaries and affliates.

Note No. 4

Deferred tax asset in respect of unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability as there is virtual certainty that these would be available as set-off in future years on reversal of deferred tax liability representing depreciation.

Note No. 5

During 2010-11, Binani Cement Limited had completed the Reverse Book Building process for voluntary delisting of its Equity Shares in terms of SEBI (Delisting of Equity Shares), Regulations, 2009.

With a view to provide exit opportunity to the public shareholders of Binani Cement Limited under SEBI (Delisting of Equity Shares), Regulations, 2009, during the year 2011-12, the Company had paid Rs. 38.87 Lacs towards purchase of 43,186 number of shares of Binani Cement Limited from its public shareholders at a price of Rs. 90 per share. The transfer of above shares in favour of the Company has taken place in the current year. During the current year, the Company has further purchased 3,920,277 shares of Binani Cement Limited from its public shareholders at a price Rs. 90 per share valuing Rs. 3,528.25 Lacs.

Note No. 6

The Company has decided to sell part of its holding in its subsidiary Binani Cement Limited. The Company is in the process of i dentif y in g the p r osp ec ti ve fnancial inv es tor s and expec t s to f nal ize the same in the ensuing f nancial ye a r. A cco r din gly, t he s aid part of its investment is classifed as "Current Investments" under the head "Current Assets".

In line with the above classifcation, the company has deferred an expenditure amounting to Rs.6,544.51 Lacs incurred for holding part of the said current portion of the investment in its subsidiary Binani Cement Limited. The above expenditure shall be amortized in ensuing fnancial year as it is necessarily incurred for holding the said investment and economic benefts thereon shall fow to the Company in the ensuing fnancial year. The said deferred expenditure is classifed as " Other Current Assets" under the head "Unamortized Expenses". Had the Company not deferred the said expenditure, the proft for the year would have been lower by Rs. 6,544.51 Lacs and reserves and surplus would have been lower by Rs. 6,544.51 Lacs.

Note No. 7

As the Company does not have information as to which of its trade payable is registered under The Micro, Small and Medium Enterprises Development Act, 2006, no disclosure as required by the said Act is given.

Note No. 8

EMPLOYEE BENEFITS DISCLOSURE AS PER AS 15(REVISED) ISSUED UNDER ACCOUNTING STANDARD RULES 2006 (AS AMENDED)

a) Defned Contribution Plans

During the year, the Company has recognised Rs. 117.43 Lacs (Previous Year Rs. 88.60 Lacs) in the Statement of Proft and Loss on account of defned contribution plans.

Note No. 9

Previous year / period fgures have been regrouped / rearranged wherever necessary to confrm with the fgures of the current period.

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Mar 31, 2012

1 CORPORATE INFORMATION

Binani Industries Limited is a public limited Company domiciled in India and incorporated under the provisions of the Companies Act, 1956.

2 BASIS OF ACCOUNTING

The financial statements of the Company have been prepared under the historical cost convention and on accrual basis in accordance with accounting principles generally accepted in India and in compliance with all material aspect of the Accounting Standards as notified by the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

3.1 Terms /Rights attached to Equity Shares

The Company has only one class of Equity Shares having a par value of Rs. 10 per share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2012, the amount of per share dividend proposed for distribution to equity shareholders is Rs. 3 (Previous Year - Rs. 3)

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

a Export Import Bank of India - Foreign Currency Loan - Outstanding Rs.20,738.25 Lakhs (USD 40.245 million) (Previous Year Rs. Nil).

The loan carries interest 0 6 Months LIBOR plus 800 bps per annum. The loan is repayable after 3 years from the date of drawdown, i.e. 8th December, 2011 in 4 equal semiannual installments of USD 10.06 million each.

The loan is secured against (a) pledge of 100% shares( paripassu charge) of Glass Fibre Holding I SARL held by BIL (b) exclusive charge on royalty and dividend payment to be received from Binani Cement Limited (c) second charge on the assets of 3B Group (d) second charge on the pledge of 100% shares of 3B Group (e) pledge of 5% shares of Binani Cement Limited held by Binani Industries Limited on exclusive charge basis (f) paripassu charge on the entire fixed assets of Binani Zinc Limited including immovable properties present and future (g) Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited and (h) the personal guarantee of the promoter Director of the Company.

b IFCI Limited - Outstanding Rs. 35,000 Lakhs (Previous Year Rs. 35,000 Lakhs).

The Loan carries interest @ 13.25% per annum. The loan is repayable in 4 quarterly installments of Rs.8,750 Lakhs each, after three years from the date of drawdown, i.e., 17th January, 2011.

The Loan is secured against pledge of 8,01,40,000 Equity Shares of Binani Cement Limited (BCL), post dated cheques issued for interest and principal repayment.

c Syndicate Bank- Outstanding Rs. 5,652.17 Lakhs (Previous Year -Rs. 10,000 Lakhs)

Loans carry interest @ 14% per annum. The loans are repayable in 23 equal monthly installments of Rs. 217.39 lakhs each from the date of drawdown,i.e., 27th April, 2010 and 30th June, 2010 respectively.

Out of total outstanding - Rs. 434.81 Lakhs shown under Long term borrowing and Rs. 5,217.36 Lakhs shown under Other current liablities. (Previous Year - Rs. 5,652.20 Lakhs - Long term borrowings and Rs. 4,347.80 Lakhs - Other current Liabilities). (Refer Note - 9)

Note No. 4

MANAGEMENT SERVICES FEES :

Since 1st April 2008, the Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited, and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

Note No. 5

ROYALTY FEES :

Since 1st April, 2011, the Company, as the owner, licensor and rights holder of the Marks including but not limited to "Binani", "Binani-Braj Binani Group" and the Binani family / Corporate name and also in its capacity of Holding Company of the Braj Binani Group, has entered into separate agreements with its principal subsidiaries viz. Binani Zinc Ltd.(BZL), Binani Cement Ltd.(BCL), Goa Glass Fibre Limited (GGFL) and BT Composite Limited (BTCL) for grant of the use of the Marks, Corporate Name, Logo etc, in consideration of payment of Royalty as a percentage of net turnover of the Licensee (net of inter Company turnover). Accordingly, the Company has earned royalty 0 4% from BCL and 0 3% from BZL, GGFL and BTCL on the basis of their respective turnovers for the year. The Company has incurred expenditure on advertisement and corporate brand building of all the group companies as per terms of the said agreements. By virtue of a separate agreement between Promoter and the Company, the Promoter has licensed the Marks to the Company in consideration of a payment equal to 10% of the royalty earned by the Company by sub licensing the marks to its subsidiaries and affiliates.

Note No. 6

Deferred tax asset in respect of unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability as there is virtual certainty that these would be available as set off in future years on reversal of deferred tax liability representing depreciation.

Note No. 7

During 2010-11, Binani Cement Limited had completed the Reverse Book Building process for voluntary delisting of its Equity Shares in terms of SEBI (Delisting of Equity Shares), Regulations, 2009.

With a view to provide exit opportunity to the public shareholders of Binani Cement Limited under SEBI ( Delisting of Equity Shares), Regulations, 2009, during the year the Company has purchased 2,501,823 number of shares of Binani Cement Limited from its public shareholders at a price of Rs. 90.00 per share valuing Rs. 2,251.64 Lakhs.

Note:

1 Guarantees given to Banks & Financial Institutions on behalf of subsidiaries have been separately disclosed vide note no 25.

2 Names of related parties and description of relationship:

a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL), Wada Industrial Estate Limited (WIEL), Binani Energy Private Limited (BEPL), CPI Binani, Inc. U.S.A (CPI), Glass Fibre Holding I SARL, Luxembourg, BIL Holding II SARL, Luxembourg, BIL Holding III SARL, Luxembourg, Sankalp Holdings Limited (Cyprus), BIL Infratech Limited, Binani Infrastructure (Mauritius) Limited, Mauritius, Abhinav Holdings Limited,Cyprus (AHL), R.B.G. Minerals Industries Limited, BZ Minerals (Australia) Pty Limited, Australia, BZ Minerals (Luxembourg) Sarl, Krishna Holding Pte. Limited, Singapore (KHL), Shandong Binani Rong'An Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, British Virgin Island (MHL), Binani Cement Factory LLC, UAE (BCFLLC), Murari Holdings Limited, British Virgin Island (MuHL), Bhumi Resources (Singapore) Pte Limited Singapore, Binani Cement Factory (Mauritius) Limited, Mauritius , Binani Cement Factory (SFZ) Limited, Sudan, BC Tradelink Limited, Tanzania, Binani Cement Co. Limited, (South Sudan), Binani Cement Co. Limited, (Sudan), Binani Cement Factory (Kenya) Limited, Kenya, Binani Cement SARL, Djibouti, Binani Cement (Uganda) Limited, Uganda, PT Anganna Energy Resources, Indonesia, Binani Cement Company WLL, Kuwait, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Ready Mix Concrete Limited, Binani Mineral Resources (Mangolia) LLC, Weighbridge Investments (Pty) Limited, Botswana, Christo schutte Investment Number Nine (Pty) Limited. Namibia, Binani Cimentos (Mozambique) LDA, Transafrica Cement Limited (Mauritius), Rightside Investment Pty. Limited, Republic of South Africa Project Bird Holding S.a.r.l.(Luxembourg), Project Bird Holding II S.a.r.l. (Luxembourg), Project Bird Holding III A S.a.r.l.(Luxembourg), Project Bird Holding III B S.a.r.l.(Luxembourg), Project Bird Holding III C S.a.r.l.(Luxembourg), 3B - Fibreglass SPRL (Belgium), 3B - Fibreglass AS (Norway), Tunfib SARL (Tunisia).

b) Key Management Personnel: Mr. Braj Binani and Mr. Sunil Sethy. Managerial Remuneration paid to Mr Sunil Sethy during the year ended 31st March 2012 was Rs.155.06 Lakhs (Previous Year Rs.146.64 Lakhs).

c) Enterprises where Key Management Personnel have got significant influence: Mr. Braj Binani in Binani Metals Limited, Sambhaw Holdings Limited, K. B. Vyapar Private Limited, Triton Trading Co. Private Limited, Lexus Holding & Finance Private Limited and Miracle Securities Private Limited. Mr. Sunil Sethy in Radix Technologies.

Except Loan to CPI Binani, Inc., Loans and Advances shown above fall under the category of Loans and Advances in the nature of loans (through intra Company current accounts) where there is no fixed repayment schedule. Advance given to Binani Ready Mix Concrete Limited, Binani Energy Private Limited, BT Composites Limited and Wada Industrial Estate Limited are interest free.

Note No. 8

As the Company does not have information as to which of its trade payable is registered under The Micro, Small and Medium Enterprises Development Act, 2006, no disclosure as required by the said Act is given.

Note No. 9

During the year, the incumbent Company Secretary resigned. The Company has made efforts to recruit the Company Secretary during the year. At year end Company has issued appointment letter to a Company Secretary who has accepted the appointment and expected to join shortly.

Note No. 10

Till the year ended 31st March 2011, the Company was using pre-revised schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31st March 2012, the Revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified Previous year's figures to confirm this year's classification. Except accounting for dividend on investment subsidiaries, the adoption of revised Schedule VI does not impact recognition and measurement principal followed for preparation of financial Statements. However, it significantly impacts presentation and disclosure made in the financial statements, particularly presentation of balance sheet.

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Mar 31, 2011

(Rs. In Lakhs)

Particulars As at As at 31/03/2011 31/03/2010

1 CONTINGENT LIABILITIES NOT PROVIDED FOR:

a) Claims against the Company not acknowledged as debts in respect of certain 5,187.20 1,484.24 Income Tax matters.

b) Corporate Guarantees given to Financial Institutions and Banks in respect of loans 82,483.00 91,514.00 to Binani Cement Limited, Binani Zinc Limited and Goa Glass Fibre Limited (all subsidiaries of the Company) -

2 LOANS :

A SECURED

IFCI Ltd - Corporate Loan - Rs. 35,000 Lakhs (Previous Year Rs. Nil).

1) Exclusive pledge over 8,01,40,000 equity shares of Binani Cement Ltd. held by the Company. 2) Post dated cheques issued for interest and principal repayment.

B UNSECURED

Short Term Loans from Banks

Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. Nil (Previous Year Rs. 5,000 Lakhs).

Post dated cheques for repayment of Principal were issued in previous year.

Indian Overseas Bank - Short Term Corporate Loan - Outstanding Rs. 15,000 Lakhs (Previous Year Rs. Nil).

Post dated cheques for repayment of Principal are issued.

Short Term Loans from Subsidiaries

Binani Cement Ltd - Outstanding Rs. 5,500 Lakhs (Previous Year Rs. 9,032.42 Lakhs) repayable on call basis.

Loans from Others

Syndicate Bank - Corporate Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs Nil)

3 MANAGEMENT SERVICES FEES : Since 1st April 2008, the Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

4 Interest and Financial charges for the year include Rs.38.60 Lakhs (Previous Year Rs.527.52 Lakhs) allocated by Binani Cement Limited (BCL) and Rs. Nil (Previous Year Rs.26.01 Lakhs) allocated by Goa Glass Fibre Limited (GGFL) and are net of interest allocated to GGFL Rs Nil (Previous Year Rs.40.60 Lakhs). Allocation of interest is done on the basis of daily balances in respective Current Accounts. The interest also includes Rs. 30.00 Lakhs (Previous Year Rs. Nil) paid to Binani Cement Ltd. on inter corporate deposits recieved from that Company. Besides, interest of Rs. 67.64 Lakhs recieved from GGFL during the year on the basis of daily balances on its current account has been credited to interest income. Both BCL and GGFL are subsidiaries of the Company.

5 Deferred tax asset in respect of unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability as there is virtual certainty that these would be available as set off in future years on reversal of deferred tax liability representing depreciation.

6 During the year, Binani Cement Limited has completed the Reverse Book Building process for voluntary delisting of its Equity Shares in terms of SEBI (Delisting of Equity Shares), Regulations, 2009. Final Application for Delisting of Equity Shares has been fled with Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). Approvals of the Exchanges are expected shortly.

With a view to provide exit opportunity to the public shareholders of Binani Cement Limited under SEBI ( Delisting of Equity Shares), Regulations, 2009, during the year the Company has purchased 47,358,222 number of shares of Binani Cement Limited from its public shareholders at a price of Rs. 90.00 per share valuing Rs. 42,622.40 Lakhs.

7 As the Company does not have information as to which of its creditors is registered under The Micro, Small and Medium Enterprises Development Act, 2006, no disclosure as required by the said Act is given.

b) Provision towards liability for Leave Encashment is made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability as on 31.03.2011 is Rs.81.65 Lakhs ( Previous Year Rs.33.11 Lakhs) based upon following assumptions.

Discount Rate 8.25%

Salary Escalation 4.00%

8 Previous years figures have been regrouped / reclassified wherever necessary.

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Mar 31, 2010

CONTINGENT LIABILITY

These, if any, are disclosed in the notes on accounts. Provision is made in the accounts if it becomes probable that an out flow of resources embodying economic benefits will be required to settle the obligation.

(Rs. in Lakhs)

As at As at 31st March, 2010 31st March, 2009

1 Contingent liabilities not provided for:-

a) Claims against the Company not acknowledged as debts in respect of certain Income Tax matters 1,484.24 1,477.16

b) Corporate guarantees given to Financial Institutions and Banks in respect of loans to Binani Cement Limited, Binani Zinc Limited, Goa Glass Fibre Limited and BT Composites Limited (subsidiaries of the Company) 91,514.00 97,424.04

2 The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of advances). -- 2.03

3 Unsecured Loan -

Punjab National Bank --Short Term Corporate Loan - Rs. 5,000 Lakhs (Previous Year Rs. Nil) Post dated cheques for repayment of Principal are issued.

4 During the year 42,00,000/- Zero Coupon Convertible Preference Shares of Rs 100/- each fully paid up of Goa Glass Fibre Ltd were converted to 4,20,00,000/- Equity Shares of Rs 10 each fully paid up.

5 With effect from 1st April 2008, the Company has started providing corporate support services related to Accounting, Finance, Treasury, Forex/ Commodity Risk Management , Purchases , Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

6 Miscellaneous Expenses under Schedule-12 include Donation of Rs. Nil (Previous Year Rs.25 Lakhs)

7 Interest and Financial charges for the year include Rs.527.52 Lakhs (Previous Year Rs.473.83 Lakhs) allocated by Binani Cement Limited (BCL )and Rs.26 Lakhs (Previous Year Rs.226.65 Lakhs) allocated by Goa Glass Fibre Limited. (GGFL ) are net of Rs.40.60 Lakhs (Previous Year Rs. Nil) allocated to GGFL by the Company. Both BCL & GGFL are subsidiaries of the company . Allocation of interest is done on the basis of daily balances in respective Current Accounts.

8 Deferred tax asset in respect of unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability as there is virtual certainty that these would be available as set off in future years on reversal of deferred tax liability representing depreciation.

9 As the company does not have information as to which of its creditors is registered under The Micro, Small and Medium Enterprises Development Act, 2006, no disclosure as required by the said Act is given.

10 Provident Fund managed by a Trust set up by the Company.

Pending the issuance of the Guidance Note from the Acturial Society of India, the Company has not obtained actuarial valuation of the Provident Fund liability. In veiw of this, the Compnay has expensed out the contribution made during the year amounting to Rs.75.11 Lakhs and deficit if any arising out of acturial valuation, shall be recognised as expense when acturial valuation is obtained.

11 Previous Year’s figures have been regrouped / reclassified wherever necessary.