We have audited the accompanying Standalone Ind AS Financial Statements of Binani Industries Limited ("the Company"), which comprise the Standalone
Balance sheet as at 31st March, 2025, the Standalone Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Standalone
Cash Flow Statement and the Standalone Statement of Changes in Equity for the year then ended, and notes to the Standalone Ind AS Financial Statements,
including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "Standalone Ind AS Financial
Statements").
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of the matters described in
the Basis for Qualified Opinion section in our report, the aforesaid Standalone Ind AS Financial Statements give the information required by the Companies
Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Company (Indian Accounting Standard Rules, 2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India relating to the liquidation basis of accounting of the state of affairs of the Company as at 31st March, 2025, its loss including other
comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Qualified Opinion
We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing ("SAs") specified under Section 143(10)
of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial
Statements' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of
the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of
Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified audit opinion on the Standalone
Ind AS Financial Statements.
1. The Company had given Corporate Guarantees/ Letter of Comfort/ Undertaking in earlier years on behalf of erstwhile subsidiary i.e., Edayer Zinc Limited
of Rs. 8,025 Lakhs (excluding Interest) as at 31 March 2025 to banks and financial institutions. In view of the change in the management of Edayer
Zinc Limited, the Company received confirmation from the new management that it is absolved from present and contingent liabilities. However, the
change in the Corporate Guarantor is pending for approval from banks. In respect of erstwhile subsidiary i.e., BIL Infratech Limited, the Company has
given the letter of comfort / undertaking amounting to Rs. 5,171 lakhs. 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 lakhs in respect of such corporate guarantees/Letter
of Comfort given as at 31 March 2025 as required by Ind AS 109 - 'Financial Instruments.' (Refer note 24 of the Standalone Ind AS Financial Statements)
2. The Company has not determined 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 of such Land and Buildings. (Refer note 9 of the Standalone Ind AS
Financial Statements)
3. The Company had entered into an MOU with M/s Maharashtra Wood Based Industries Estate ('MWBIE') on January 21, 2019 for sale of land in Wada. As
per the MOU, the obligations by the buyer were to be completed within 60 days. With lapse of time, the MOU was terminated and termination letters
were sent to the Party. Subsequently the land was sold to M/s Afamado Advisory Services Private Limited and the conveyance deed was executed and
duly registered. MWBIE has issued a notice and filed a case (SCS265/2021) in the District Civil Court, Thane. Plaintiff of the case has been rejected by
the honourable court on 22 Feb 2024 and the case has been disposed of.
Maharashtra Wood Based Industrial State filed a Commercial Suit 02/2024 in Commercial Court (Addl. District Court No 02), Bhiwandi on 24 Apr 2024
and the same is listed for next hearing on 08 May 2025.
4. During the previous year, the US subsidiary of the Company has engaged and paid consultants USD 450,000 to identify and advise on new business
opportunities for the subsidiary. We are not able to comment on the new business plans and ways and means for funding for such opportunities and
businesses, if any by the subsidiary.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 of the Standalone Ind AS Financial Statements, which indicates that the Company has accumulated losses of Rs. 21,762.84 lakhs
and its net worth has fully eroded as at 31 March 2025. The Company's liabilities exceeded its total assets by Rs.18,624.35 lakhs as at the balance sheet
date. Triton Trading Company Private Limited, the promoter company has committed to provide continued operational support to the Company. However,
in the absence of any business plan, the going concern assumption is not appropriate for the preparation of the Standalone Ind AS Financial Statements
of the Company as and for the year ended March 31, 2025. Accordingly, the Standalone 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.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Except for the matter described in the Basis for Qualified Opinion paragraph, we have determined that there are no key matters to communicate in our report.
Information Other than the Standalone Ind AS Financial Statements and Auditor's Report Thereon
The Company's Management and Board of Directors is responsible for the other information. The other information comprises the information included in the
Annual Report, but does not include the Standalone Ind AS Financial Statements and our auditor's report thereon.
Our opinion on the Standalone Ind AS Financial Statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the Standalone Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider
whether such other information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of the Management and those charged with Governance for the Standalone Ind AS Financial Statements
The Company's Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these
Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income,
cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India including the
Indian Accounting Standards(Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these Standalone Ind AS Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls
system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Standalone Ind
AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. In the present
case, liquidation basis of accounting has been used since the management and Board of Director have concluded that the use of going concern basis
is not appropriate in the facts and circumstances as stated in Note 1 of the Standalone Ind AS Financial Statements.
• Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements, including the disclosures, and whether the
Standalone Ind AS Financial Statements represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone
Ind AS Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we
give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, based on our audit, we report that:
a) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, we have sought and obtained all the
information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion proper books of account
as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement of Other Comprehensive Income, the
Standalone Cash Flow Statement and Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the relevant
books of accounts;
d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid
Standalone Ind AS Financial Statements comply with the Ind AS specified under Section 133 of the Act;
e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of
the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164(2) of the Act;
f) With respect to the adequacy of the internal financial controls with reference to these Standalone Ind AS Financial Statements and the operating
effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of Section 197(16) of the Act, as
amended, in our opinion and to the best of our information and according to the explanations given to us, the managerial remuneration paid/
provided by the Company during the year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is
not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section
197(16) of the Act which are required to be commented upon by us.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. In view of the matter stated in paragraph 1 in the Basis for Qualified Opinion paragraph, we are unable to state whether Note 24 of the
Standalone Ind AS Financial Statements; disclosed the impact of pending litigations on its financial position in its Standalone Ind AS
Financial Statements;
ii. The company did not have any Long term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in notes to accounts, no
funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign
entity (‘Intermediaries') with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether
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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or
in the aggregate) have been received by the Company from any person or entity, including foreign entity (‘Funding Parties') with
the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, whether
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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to
our attention that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e) as provided under
(a) and (b) above, contain any material misstatement.
v. The Company has not provided/paid dividend in the current year. Thus compliance of section 123 is not applicable to the Company.
vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account
which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered
with. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.
For V. P. Thacker & Co.
Chartered Accountants
Firm Registration No. 118696W
Sd/-
Abuali Darukhanawala
Partner
Place: Mumbai Membership No.108053
Date: 19 May 2025 UDIN : 25108053BMIPTL5763
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