Sub: Submission of 43rd Annual Report for the financial year 2025-26 In accordance with the Regulation 34 (1) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, ....

BINAYAK TEX PROCESSORS LIMITED CIN : L17110MH1983PLC03024S Registered Office: 384-M, Dhabolkar Wadi, 5th Floor, Kalbadevi Road, Mumbai 400002 Email : binayaktex@rediffmail.com, website: www.binayaktex.com Date: 04.09.2026 BSELIMITED The Corporate Relationship Manager, Department of Corporate Services, BSE Ltd. P J Towers, Dalal Street, Mumbai - 400001 Ref: Scrip Code - 523054 Sub: Submission of 43rd Annual Report for the financial year 2025-26 Dear Sir, In accordance with the Regulation 34 (1) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 we enclose herewith a copy of the Annual Report for the year 2025-26. We request you to kindly take the same on record. Thanking you, For Binayak rex Processors Limited Yours faithfully Tarpan Shah Company Secretary & Compliance Officer BINAYAK TEX PROCESSORS LTD Annual Report: 2025-26 Annual Report 2025-26 CONTENTS Particulars Page No. Corporate information 3 Notice 4-5 Procedure And Instruction For E-Voting 6-11 Explanatory Statement To Resolutions 12 Board of Directors’ report 13-16 Annexure to directors’ report 17-18 AOC-2 19 Secretarial Audit Report 20-23 Secretarial Compliance Report 24-28 Annual Return 29-35 Report on CORPRATE GOVERNANCE 36-41 Management Discussion And Analysis Report 42-43 Auditors CERTIFICATE ON CORPORATE GOVERNANCE 44 CEO/CFO Certification 45 Auditors’ Report 46-51 Annexure To Auditors’ Report 52-58 Corporate Information 59-69 Balance sheet 70 Profit & loss a/c 71 Cash flow statement 72 Notes forming part of financial statement 73-96 Annual Report 2025-26 CORPORATE INFORMATION CIN: L17110MH1983PLC030245 ISIN: INE626H01019 BSE Scrip Code: 523054 Board of Directors Pradipkumar Pacheriwala Managing Director Heeradevi Pradip Kumar Pacheriwala Director Ashok Kumar Ramprakash Agarwal Director Krishan Kumar Kundanlal Lahoti Independent Director Manjeet Kumar Surana Independent Director Yuvraj Vijay Bangera Independent Director Company’s Bankers Auditors Sunderlal Desai & Kanodia Union Bank of India Office No- 204, The Summit Business Bay, Opp PVR Cinema, Off Gundivali Village, M.V. Road, Andheri: East, Mumbai: 400027. Registered Office 384-M, DhabolkarWadi, 5th Floor, Kalbadevi Road, Mumbai:- 400002 Listing of Equity Shares Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001 Registrar & Transfer Agents Bigshare Services Pvt Ltd, 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road,Marol, Andheri (East), Mumbai, Maharashtra,400059. Annual Report 2025-26 NOTICE OF 43rd ANNUAL GENERAL MEETING Notice is hereby given that the 43rd Annual General Meeting of the members of M/s. Binayak Tex Processors Limited will be held on Tuesday 29th September, 2026 at 3.00 p.m through Audio Video Visual Conferencing Ordinary Business: 1. To receive, consider and adopt the Audited Standalone Financial Statements consisting of the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Explanatory Notes annexed to, and forming part of, any of the above documents together with the reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mrs. Heeradevi Pacheriwala (DIN: 00433665), Director, who retire by rotation in compliance of the provisions of Section 152 of the Companies Act, 2013 (hereinafter called “the Act”) and being eligible, offers himself for re-appointment. 3. “Resolved that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter 'the Act') as amended from time to time or any other law for the time being in force (including any statutory modification or re-enactment thereof), M/s. Sunderlal Desai & Kanodia., Chartered Accountants, Mumbai (Registration No. 110560W) be and are hereby appointed as Statutory Auditors of the Company they shall hold the office of the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of 44th Annual General Meeting to be held in financial year 2026-2027 on such remuneration as may be fixed by the Board of Directors in consultation with them.” Special Business: 4. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of the Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Meeting of Board And its Power), 2014 (including any statutory modification(s) or re-enactment(s) thereof for time being in force) and the Articles of Associations of the Company and subject to such other approvals as may be required, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee thereof for the time being exercising the powers conferred on the Board by this Resolution) for borrowing from time to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business), may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total outstanding amount so borrowed shall not at any time exceed the limit of Rs.300 crore i.e. Rs. 3 Billion (Rupees Three Hundred Crore Only).” “RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit and to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required 5. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of the Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Meeting of Board And its Power), 2014 (including any statutory modification(s) or re-enactment(s) thereof for time being in force) and the Articles of Associations of the Company and subject to such other approvals as may be required, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee thereof for the time being exercising the powers conferred on the Board by this Resolution) to mortgage and/or to create charge in any manner, on all or any of the immovable and/or moveable assets including outstanding monies, receivables, claims, bills, documents, contracts, engagements, securities, investments and rights of the Company both present and future of the Company for securing any loan obtained or as may be obtained from any Bank or any Consortium of Banks or Financial Institutions or funds or any person or body(ies) together with interest, cost, charges, expenses and other monies payable by the Company or to create the charge to secure any loan taken by any other entities/body corporate on such terms and conditions as the Board may deem fit in the interest of the Company provided that the total amount at any point of time so secured/mortgage shall not exceed the limit as approved under Section 180(1)(c) of the Companies Act, 2013. “RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit and to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be req [Showing first 8,000 characters — download PDF for full document]