Your Directors have pleasure in presenting the 35^th Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31, 2025.

OVERALL PERFORMANCE

Total revenue for the year stood at ? 1106.89 lakh in comparison to last years' revenue of ? 1554.90 lakh. In term of
Profit/(Loss) before taxation, the Company has earned profit/(loss) of ? (794.95) lakh in comparison to last years'
profit/(loss) of ? (199.33) lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? (2748.20) lakh in comparison to
last financial year's profit/(loss) of ? (312.73) lakh.

The Company is in to the business of manufacturing & dealing in Auto parts and Engine parts used in Diesel engine and all
types of Auto mobile Engines.

DIVIDEND AND RESERVES

In the view of continuing losses your Director do not recommends any Dividend for the year under review.

During the year under review ? Nil was transferred to General Reserve.

SHARE CAPITAL & LISTING

The paid up Equity Share Capital as on March 31, 2025 was ? 17.71 Crore consisting of 1,77,07,288 Equity Shares of ? 10/-
each. During the year under review, the Company has not issued any share with differential voting rights; nor granted
stock options nor sweat equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the
Company hold instruments convertible in to Equity Shares of the Company.

The Company's Equity Shares are listed on the BSE Limited ("BSE"). The Equity Shares are actively traded on BSE. The
shares of the Company are not suspended from trading from BSE platform.

CORPORATE GOVERNANCE

Your directors believe that corporate governance is an ethically driven business process that is committed to values aimed
at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and
sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with the
communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to
comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have
maintained high standards of corporate governance based on the principle of effective implementation of internal control
measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Company's corporate governance practices are driven by effective and strong Board oversight, timely disclosures,
transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the
Company for the Year Under Review as required under the applicable SEBI Listing Regulations is attached hereto and
forms part of this report. The requisite certificate from Statutory Auditors, M/s Agarwal Jain and Gupta, Chartered
Accountants, confirming compliance with the conditions of corporate governance is attached to the corporate
governance report.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As
the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of
profit and loss.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been
prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements
are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2025.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone
financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial
results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review,
except as stated on Page 22 of the Report.

BUSINESS SEGMENT

The Company is in to the business of manufacturing & dealing in Auto parts and Engine parts used in Diesel engine and all
types of Auto mobile Engines.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary, Associate and Joint Venture during the reporting period, except as disclosed
in the Annual Report. The Company also does not have any Subsidiary, Associate and Joint Venture Company who ceased
to be Subsidiary, Associate and Joint Venture during the year.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is
available on your Company's website at https://benara-phb.com/company-policies.html

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were
in the ordinary course of business and on an arm's length pricing basis in compliance of the requirements of the provisions
of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties
during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2
in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard
(Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are
placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the
website of the Company and is accessible at the website of the Company. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link: https://benara-phb.com/company-policies.html

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors'
Report.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end
of the financial year and date of this report. There has been no change in the nature of business of the Company.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business in the financial year 2024-25.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2024-25 are given in the
separate section of Corporate Governance Report.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS

There is no other change in the composition of Board of Directors of the Company during the current financial year.

The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are uploaded on the website of the Company https://benara-
phb.com/

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act,
2013.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act
provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of
the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an Independent Director in more
than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall
hold at least one meeting in a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Company's Code of Business Conduct &
Ethics.

Changes in the composition of Board during the current financial year is as under -
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted
principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013 and Regulation i6(i)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they
have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section
149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the
management.

MATRIX SETTING OUT THE SKILLS/EXPERTISE/COMPETENCE OF THE BOARD OF DIRECTORS

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of
the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has
carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board
performance was evaluated based on inputs received from all the Directors after considering criteria such as Board
composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the
committee members after considering criteria such as composition and structure of committees, effectiveness of
committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent
Directors, performance of the Board as a whole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status
of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2025, all the applicable accounting standards
prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation
relating to material departures, if any;

2. 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, 2025 and of the profit of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

Being a share broking firm, the Company is exposed to credit, liquidity and interest rate risk. On the other hand,
investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in
term of up and down and thus can affect the profitability of the Company.

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks
helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic
review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management
framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during FY 2024-25.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination

and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has
been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary
vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Company has
disclosed the policy on the website of the Company i.e. benara-phb.com

AUDITORS
Statutory Auditors

Messrs. Agarwal Jain and Gupta, Chartered Accountants, Jaipur (FRN: 013538C) were appointed as Statutory
Auditors of the Company for a period of five consecutive years at the 33^rd Annual General Meeting (AGM) of the
Members held on September 30, 2023 and to hold the office up to 15^th Annual General Meeting, on a remuneration
mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to
Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the
requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been
withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their
appointment at this AGM is not being sought.

The Report given by M/s. Agarwal Jain and Gupta on the financial statement of the Company for the FY 2024-25 is
part of the Annual Report. The Notes on financial statement referred to in the Auditor's Report are self-explanatory
and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation,
adverse remark, except as given below, or disclaimer. During the year under review, the Auditors had not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca)
of the Act.

Explanations on comments by the Board on Adverse Remark or Disclaimer made by Statutory Auditors

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor's Report, however the
Auditors' observations together with management comments have been provided below -

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Kriti Daga, Company
Secretaries in Practice (C. P. No. 14023) for FY 2024-25, to undertake the Secretarial Audit of the Company.

Further, the Appointment of Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) is also recommended
to members at ensuing 35^th AGM for the term of next 5 years commencing from F.Y. 2025-26.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to
"Meetings of the Board of Directors" and "General Meetings", respectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company
received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of trading and investment activities in Shares and Securities; the information
regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section i34(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'V' and forms an integral part of this Report.
The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees
hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the
Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under
of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

STATUTORY AUDITORS AND AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors' Report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2024-25, except an adverse remark which has been addressed on Page No. 21 above.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of
frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

REPORT ON CORPORATE GOVERNANCE

Our Company is listed on SME Exchange of BSE, and thus the provision of Regulations 17, 14[17A,] 18, 19, 20, 21, 22, 23,
24, 15[24A,] 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the

SEBI LODR Regulations, 2015. However the Company is voluntarily complying with the above Regulations. A separate
section on corporate governance practices followed by the Company, together with a certificate from the Company's
Auditors confirming compliance forms an integral part of this Report.

DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS
ALONWITH THE REASONS THEREOF

During the year, company did one time settlement with Axis Bank limited and Bandhan Bank loan accounts against the
outstanding balance of Rs.5138 Lakhs to Rs.3000 Lakhs. Provision for interest or reversal of interest on account of waivers
etc. shall be recognized after the completion of OTS process.

Against the OTS amount, Rs. 752.20 Lakhs has been paid to Axis Bank and Bandhan Bank till March 2025 and the balance
amount needs to be paid on before as soon as possible. The Company is in process to taking necessary steps for raising of
funds to meet the settlement terms.

GENERAL

Your Directors state that during Financial Year 2024-25:

• The Company has not issued any Equity Shares with differential rights as to Dividend, Voting or otherwise.

• The Company has not issued any Sweat Equity Shares during the year.

• There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals
during the year ended March 31, 2025 which would impact the going concern status of the Company and its future
operations.

• The Central Government has not prescribed the maintenance of cost records for any of the products of the
Company under sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there under.

• There is no change in nature of business of the Company during the year.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives,
projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company's bankers, Members and employees of the Company for
the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.

Agra, September 6, 2025 By order of the Board

For Benara Bearings & Pistons Limited

Sd/-

Registered Office : Vivek Benara

A-3 &-4, Site B, Industrial Area Sikandrabad, DIN: 00204647

Agra, Uttar Pradesh - 282007 Managing Director