Dear Members,

Your Directors present the sixtieth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

As aware, heretofore the Company's structure has been that of a holding company with businesses being carried out by its operating subsidiaries.

Over a passage of time, due to evolving business circumstances, the Company has voluntarily and involuntarily divested its interests (either in equity/ preference share holding or otherwise) in its major subsidiaries viz Binani Cement Limited, Edayar Zinc Limited, 3B Binani Glass Fibre sarl and others to meets the needs and requirements of business

Further, the Company found it commercially expedient to divest some of the immovable and other properties. During the year under review the Company has also sold off its Media Business with effect from close of business hours of March 31, 2023.

During the financial year ended March 31, 2023, the Company had a total income of Rs. 236 lakh (March 31, 2022 - Rs. 402 lakh) and profit/(loss) after tax of Rs. (9,739) lakh (March 31, 2022 – Rs. (89) lakh).

As at March 31, 2023, the Company's accumulated losses were Rs. (21,843) lakh [as at March 31, 2022 - Rs. (12,102) lakh], which has eroded its paid-up equity capital of Rs. 3,138 lakh.

Further, the Company's liabilities exceeded its total assets by Rs. (18,705) lakh [as at March 31, 2022 - Rs. (8,964) lakh].

The Company has been advised that the preparation of accounts for the financial year ended March 31, 2023 on a going concern assumption would not be appropriate. Accordingly, the accounts of the Company have been prepared on a liquidation basis i.e., assets are measured at lower of carrying amount and estimated net realisable value and liabilities are stated at their estimated settlement amounts in the financial results, except for those items which have separately stated in the notes to accounts.

In view of loss, the Directors do not recommend any dividend on preference or on equity shares of the Company for the financial year ended 31st March,

2023.

In terms of Section 47(2) of Companies Act, 2013 Triton Trading Company Private Limited (TTCPL), the preference shareholder of the Company shall have a right to vote on all resolutions placed before the Company on account of non-payment of dividend on 12,298,000 - 0.01% Non Cumulative Redeemable Preference Shares of Rs. 100/- each fully paid-up held by TTCPL in the Company. These shares were allotted on March 31, 2015.

No amount is proposed to be transferred to Reserves.

During the financial year under review there have been no changes in the authorised, issued, subscribed or paid up share capital of the Company.

In accordance with the provisions of sub-section (3) of section 129 of the Companies Act 2013 and the SEBI (Listing Obligation and Disclosure

Requirements) Regulations,2015, the Consolidated Audited Financial Statements of the Company including the financial companies of the Company forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with applicable

Accounting Standards prescribed under Section 133 of the Companies Act 2013.

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'

Responsibility Statement, it is hereby confirmed that: i. In the preparation of the annual financial statement forthefinancialyear ended March 31, 2022, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the loss of the Company for the year ended on that date; iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts for the financialyear ended on March 31, 2023 on a liquidation basis i.e., assets are measured at lower of carrying amount and estimated net realisable value and liabilities are stated at their estimated settlement amounts in the financial results, except for those items which have separately stated in the notes to accounts. v. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operatingeffectively.The further strengthen the same; and Companyistakingconstantstepsto vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively."

During the year under review, the Company has also sold off its Media Business with effect from close of business hours of March 31, 2023.

As stated under Business Outlook the accounts of the Company have been prepared on a liquidation basis i.e., assets are measured at lower of carrying amount and estimated net realisable value and liabilities are stated at their estimated settlement amounts in the financial results, except for those items which have separately stated in the notes to accounts.

Details of loans given, investments made and guarantees given and securities provided under section 186 of the Companies Act 2013 during the year under review are given in the Notes to the Standalone Financial Statements.

During the year under review, there were no companies which have become or ceased to become a subsidiary, joint-venture or an associate of the Company.

During the year under review and as at March 31, 2023, the Company has only 2 subsidiaries viz Royal Vision Projects Private Limited and Global Composite Holdings Inc, (USA) formerly known as CPI Binani Inc.

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm's length pricing. As mandated under the Companies Act, 2013 as also the SEBI ( LODR) Regulations, 2015 all the related party transactions were duly reviewed by the Audit Committee of the Board and approved by the Board of Directors of the Company.

There are no related party transactions or modifications of the existing contracts or arrangements with related parties which are required to be disclosed in the Board's Report.

The Company has not accepted any deposit from the public within the meaning of sub-section (31) of section 2 and Section 73 of the Companies Act,

2013 and Rules framed thereunder.

The suspension of trading in the equity shares of the Company has been revoked by the BSE Limited and by the National Stock Exchange of India

Limited with effect from February 23, 2023.

In the absence of any viable business plan on hand, the Company has chosen to prepare the accounts for the financial year ended March 31, 2023 on a liquidation basis as detailed above.

In accordance with the proviso to section 129(3) of the Companies Act, 2013 ("Act"), the salient features of the financial statements of the subsidiary companies are set out in the prescribed Form AOC – 1 which forms part of this Report. Members desiring to inspect the said Financial Statements or requiring a copy thereof may send an e-mail to the Company Secretary at mumbai@binani.net.

Royalvision Projects Private Limited wholly owned Subsidiary which was incorporated in the year 2013, is yet to commence any business activity. It is in the process of identifying areas and opportunities to be able to contribute substantially towards the objectives of the Group.

The Company incurred marginal loss during the financial year ended 31 ^st March, 2023.

[b] Global Composite Holdings Inc. formerly known as CPI Binani Inc. (GCH)

Financial Highlights

GCH is on the lookout for a viable business opportunity to recommence its operations.

The Auditors have issued a qualified audit report on the accounts of the Company for the financial year ended March 31, 2023 on account of following 3 matters:

1. Inadequate provision in the accounts for the corporate guarantees/letters of comfort/undertaking given by the Company in the earlier years in respect of its erstwhile subsidiaries viz Edayar Zinc Limited and BIL Infratech Limited.

It is difficult to estimate the extent, if any, of the Company's exposures in respect of the liabilities of its subsidiaries under winding up and/or being resolved with Banks and Creditors. Hence the Company will account for the consequences, if any, of the exposure as and when there is greater clarity.

2. In the absence of realisable values of certain land and buildings as at March 31, 2023, they are being carried at their book values as at March 31, 2023.

The process of ascertainment of realisable values of is already underway and the Company shall give effect to the same in the accounts for the current financial year ending March 31, 2024.

3. Sale of land of the Company to another buyer on the lapse of the Memorandum of Understanding with the previous buyer of the same.

The matter is sub judice and further the Company has proceeded in the matter only after obtaining legal advice in the matter and with a view to safeguard the legitimate interests of the Company. Accordingly, the Company does not foresee any adverse financial implications of the same.

4. The Company does not have any Inventory/ Debtors/ Interest-Bearing Loans from any Bank / Financial Institution. Accordingly the relevant ratios are not applicable.

5. The Company has only one unsecured Loan from its Parent company-Triton Trading Company Private Limited. As the net worth is negative and the Company has incurred loss for the year, the relevant ratios are not applicable.

During the year under review:

1. Mr Braj Binani (DIN 00009145), Chairman of the Board of Directors of the Company retired at the 59^th Annual General Meeting of the Company held on 27^th September 2022 and chose not to be reappointed. The Company also chose not to fill the vacancy so created.

2. Mrs Visalakshi Sridhar, Managing Director (DIN 07325198) resigned with effect from close of business hours of January 31, 2023.

Mr Rajesh Kumar Bagri (DIN 00191709), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment.

Ms Pankti Yogesh Patel (DIN 10049146) has been appointed as an Independent Woman Director at the Meeting of the Board of Directors held on April

28, 2023 for a tenure of 5 years till April 27, 2028. The shareholders of the Company have also approved the appointment as and by way of a special resolution vide postal ballot conducted for which the last date of voting was July 18, 2023.

Mr. Milin Jagdish Ramani (DIN: 07697636) has also been appointed as an Independent Director at the Meeting of the Board of Directors held on April

28, 2023 for a tenure of 5 years till April 27, 2028. The shareholders of the Company have also approved the appointment as and by way of a special resolution vide postal ballot conducted for which the last date of voting was July 18, 2023.

The Board of Directors have received declarations from all the independent directors that they meet the criteria of Independence as provided under

Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015.

During the year under review:

1. Mrs Visalakshi Sridhar, Chief Financial Officer & Company Secretary of the Company resigned with effect from close of business hours of January 31, 2023

2. Mr Ashish Turakhia was appointed as the Chief Financial Officer & Company Secretary of the Company with effect from February 1, 2023

3. Mr. Ashish Turakhia (DIN 02601110), CFO & Company Secretary was also appointed as the Manager of the Company with effect from April 28,

2023 for a period of 3 years till April 27, 2026. The shareholders of the Company have approved the appointment as and by way of an ordinary resolution vide postal ballot conducted for which the last date of voting was July 18, 2023.

The Board of Directors have formulated a Nomination and Remuneration Policy, annexed hereto as Annexure A, stating the criteria for determining qualifications,positive attributes and independence of a director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

16 . AUDITORS

M/s. V.P. Thacker & Co., Chartered Accountants, Mumbai, (FRN:118696W) were appointed as the Statutory Auditors of the Company at the 57 ^th AGM of the Company held on December 29, 2020 for a period of five years up to the conclusion of the sixty-second Annual General Meeting of the Company to be held in 2025.

M/s. V P Thacker & Co have submitted a declaration to the effect that they continue to be eligible and independent in terms of Section 141 of the

Companies Act, 2013 read with Rule 10 of Companies (Audit & Auditors) Rules, 2014.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the limits set out in the said Rules. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, with regard to the provisions of Section 136(1), read with its relevant proviso, of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the

Members of the Company. The said information is available for online inspection by members on all working days upto the date of AGM. Any member interested in obtaining such information may send an email to mumbai@binani.net and the same will be furnished without any fee.

The Company is not engaged in manufacturing activities; hence, the particulars in respect of Conservation of Energy, Technology Absorption are not applicable to the Company.

The details of Foreign ExchangeEarnings and Outgo for the Financial Year 2021-22 are as follows:

(Rs. in Lakh)

During the year under review, your Company has transferred a sum of Rs. 1,36,158 to the Investor Education and Protection Fund of Central Government, in compliance with Section 125 of the Companies Act, 2013 being unpaid/ unclaimed dividend. This amount represents dividend for the financial year

2014-15 which had been lying unclaimed for a period of 7 years from the due date of the payment, despite reminders sent to concerned shareholders for claiming the amount.

In compliance with these provisions of Section 124(6) of the Companies Act 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company has also transferred 1,36,208 equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid / unclaimed for a consecutive period of 7 years.

Details of shareholders unpaid/unclaimed dividend as well as shares transferred to IEPF have been uploaded on to the Company's website.

The shareholders can claim the said dividend/shares from IEPF authorities by filing e- form No. IEPF-5, as prescribed under the Investor Education and

Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules 2016.

20 . MEETINGS OF THE BOARD

During the year under review 6 meetings of the Board of Directors were held. The details such as the dates of meetings, attendance of the Directors thereat etc. is provided in Report on Corporate Governance, which forms part of this Report.

Pursuant to the provisions of the Companies Act, 2013 and LODR Regulations, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors. The Board have undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This resulted in a full Board effectiveness report and Directors' feedback. The Board subsequently evaluated its own performance, the working of its

Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report, which forms part of this Report.

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and LODR Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same has been hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The said policy has been disclosed on the website of the Company and can be accessed at https://www.binaniindustries.com/Content/PDFs/whistle-blower-policy202262895040.pdf

The Audit Committee constituted by the Board complies with the requirements under the Act as well as LODR Regulations. The details with respect of the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report. ere not accepted by the Board. w There was norecommendation ofthe Audit Committee which

Pursuant to the provision of Section 204 of the Companies Act, 2013 and Rules made there under, the Company has appointed M/s HD and Associates

Practising Company Secretaries to carry out Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report is annexed to this Report as Annexure B. 25. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available on https://www.binaniindustries.com

Given the nature of business and size of operations, your company's internal control system has been designed to provide for a) Accurate recording of transactions with internal checks and prompt reporting. b) Adherence to applicable Accounting Standards and Policies. c) Compliance with applicable statutes, policies and management policies and procedures. d) Effective use of resources and safeguarding of assets.

The Internal Control Systems provides for well documented policies/ guidelines, authorisation and approval procedures. Your Company through a firm of Chartered Accountants carried out periodic audits on all functions based on the plan and brought out any deviation to the Internal Control Procedures. The observations arising out of the audit are periodically reviewed and compliance ensured. The summary of Internal Audit observations and status of implementation are submitted to the Audit Committee. The status of implementation of the recommendations is reviewed by the Audit

Committee on a regular basis and concerns, if any, are reported to the Board.

Whenever any risk areas are identified, the Management takes immediate action, including seeking assistance from external consultants, to mitigate / minimize the effects of the same. TheInternal Auditors review the steps taken for risk mitigation / minimization and the status of the same is reviewed by the Audit Committee periodically. The Company's Board is conscious of the need to periodically review the risks mitigation process.

TheCompany has adopted a policy for prevention, prohibition and redressal of sexual harassment pursuant to the provisions of the Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013. The Policy has been placed on the website of the Company www.binaniindustries. com.

During the year under review, no complaints were received by the Company, pursuant to the aforesaid Act / Policy.

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in applicable regulations of SEBI (LODR) Regulations, 2015. All the Directors and also the members of the Senior Management have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The Corporate Governance Report is attached as Annexure C to this Report.

The Manager, Chief Financial Officer & Company Secretary has given a certificate of compliance with the Code of Conduct, which forms part of Corporate

Governance Report as Annexure D required under SEBI (LODR), Regulations, 2015.

M/s HD and Associates, Practising Company Secretaries have certified compliance with the Corporate Governance clauses of SEBI (LODR) Regulations, 2015 and the Certificate in this regard is attached as Annexure Eto this Report.

The Manager & Chief Financial Officer certification as required under Regulation 17 (8) of SEBI (LODR) Regulations, 2015 is attached and forms part of this Report (Annexure F). Related Party disclosures/transactions are detailed in Notes to the financial statements.

The Company which is a part of the Braj Binani Group, is committed to undertake activities on an ongoing basis for upliftment of the weaker sections of the society and for their welfare.

Your Board has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of Section135 of the Companies Act, 2013 read with Rules made there under.

However, your Company was not obliged to spend any amount on CSR activities during the year under review under the aforesaid provisions of the Act based on the criteria laid down therein.

The other information relating to CSR activities of the Company is as under:

.

1. Your Directors state that no disclosures or reporting is required in respect of the following items, as the same is not applicable to the Company or relevant transactions / event have not taken place during the year under review.

Issue of Equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact Company's operations in future.

2. The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.

3. 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 Fifty only) consisting of 3,13,66,175 (Three Crore Thirteen Lakh Sixty Six Thousand One Hundred 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 Ten only) consisting of 3,13,661 (Three Lakh Thirteen Thousand Six Hundred Sixty One Only) equity shares of Rs. 10 (Rupees Ten) 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 Fourteen only) equity shares of Rs. 10 (Rupees Ten) each. The Scrutinizer's Report dated July 17, 2020 was taken on record by the Board of Directors and filed with the Stock Exchanges, where the shares of the company are listed.

4. The provisions of cost audit and maintenance of cost records are not applicable to the Company.

5. During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditors have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

6. There has been no change in the business of the Company during the financial Year ended March 31, 2023.

7. Ratios, where there has been significant change (i.e. change of 25% or more as compared to the immediately

2021-22 to FY 2022-23:

ratios are not applicable.

The Company has only one unsecured Loan from its holding company-Triton Trading Company Private Limited. As the net worth is negative and the Company has incurred loss for the year, the relevant ratios are not applicable.

8. The suspension in trading of the equity shares of the Company has been revoked by the BSE Ltd and the National Stock Exchange of India

Limited with effect from February 23, 2023.

The employee relation continues to remain cordial. The Group's emphasis on safe work practices and productivity improvement is unrelenting.

As per Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the median remuneration of our employees during the financial year ended March 31, 2023 / as at March 31, 2022 is Rs.5.9 lakh.

Disclosure of remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - G

The Company has 9 permanent employees on its rolls as on March 31, 2023. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels in the organization.

Statements made in this Report, describing the company's objectives, projections, expectations and estimates regarding future performance may be

"forward looking statements" within the meaning of applicable laws and regulations and are based on currently available information. The Management believes them to be true to the best of its knowledge at the time of preparation of this Report. However, these statements are subject to future events and uncertainties which inter-alia include regulatory changes, tax laws, economic developments within the Country and other incidental factors, that could cause actual results to differ materially from those as may be indicated under such statements.

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers and also the valuable assistance and advice received from the stakeholders. The Directors also wish to thank all the employees for their contribution, support and continued cooperation throughout the year.

For and on behalf of Board of Directors