BEW Engineering Ltd Directors Report

To,

The Members,

BEW Engineering Limited

Your Directors are pleased to present the 12^th Annual Report of the business and operations of your Company BEW Engineering Limited (hereinafter referred to as the said "Company" or "BEW") accompanied with Audited Financial Statements for the Financial Year ended on Friday, March 31, 2023. The standalone performance of the Company has been consider whenever required.

Financial results

[Amount in Lakhs]

	2022-23	2021-22
Revenue from operations	10,560.81	9,941.84
Other Income	69.05	105.08
Total Revenue	10,629.86	10,046.92
Total Expenses	9,653.69	9,262.05
Net Profit Before Tax	976.16	784.87
Tax expenses:
- Current Tax	254.00	210.00
- Deferred Tax	(10.28)	5.04
- Excess / Short Provision of Income Tax	-	5.81
- Prior Period Items	-	-
Net Profit/(Loss) After Tax	732.44	564.01
Profit/(Loss) from Discontinued operations	-	-
Tax Expense of Discontinued operations	-	-
Profit/(Loss) from Discontinued operations (after tax)	-	-
Profit/(Loss) for the period	732.44	564.01
Earnings per equity share (for continuing operation):
- Basic	28.38	21.86
- Diluted	28.38	21.86

review of operations:

Your Company achieved a sales turnover of 10,560.81 lakhs as against 9,941.84 lakhs during the previous year and Net Profit After Tax of .732.44 lakhs as against 564.01 lakhs during the previous year. Your Directors attribute this improved performance, apart from the market growth and external factors such increased in manufacturing.

BEW is engaged in the business of design, manufacturing of vessels, supply, commissioning and service of process equipment, are committed to enhance customer satisfaction, improve our market share in domestic as well as international market through continual improvement. We are providing world class engineering solution through continuous innovation employees development. We are also committed to the health safety of our stakeholder and environment by complying with statutory requirements etc.

changeling aid up capital structure

During the Financial year 2022-2023 under review, the company has not issued any securities, therefore there is no other change in the share capital of the Company. However during current financial year 23-24, your Company has taken approval from the Board of Director dated April 26, 2023 and shareholders approval at the Extraordinary general meeting dated May 22, 2023 for issue and allotment of 331500 Equity shares of Company at the face value of 10/- each at the issue price of 820 per Share for a total consideration of 27,18,30,000/- (Rupees Twenty Seven Crores Eighteen Lakhs Thirty Thousand only) and simultaneously applied and obtained in principal approval from the National Stock exchange of India Limited vide its letter bearing reference no.NSE/LIST/35484 dated June 12, 2023.

In view of above, Board of Directors meeting held on June 19, 2023 had duly approved the allotment of 331500 Equity shares to the all 44 (Fourty Four) Non- promoter strategic investor.

dividend:

Pursuant to Section 134 (3) of the Companies Act, 2013 read with Secretarial Standard (SS4) Report of the Board of Directors, after considering holistically the relevant circumstances and current financial positions, has decided that it would be prudent not to recommend any dividend for the year under review.

transfer to reserves:

Your Board does not propose to transfer any amount to any reserves of the Company for year under Review.

deposits:

Your Company had not accepted/renewed any deposits from the public or the Members, within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2022-23, and as such no amount of principal or interest on deposit from public or Members, was outstanding as of the Balance Sheet date.

particulars of loans, guarantees & investment:

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Act are provided in the standalone financial statements.

directors and Key managerial personnel

Inductions / Appointment or Re-appointment of Directors and KMP:

Pursuant to the provisions of Section 152 of the Act, Shri Prakash Bhalchandra Lade (DIN: 02122493) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Chairman & Director. The Board recommends his re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee and approval of the same by the Board at its meeting held on June 29, 2022, Mr. Prasad Ramesh Khopkar was appointed as Company Secretary & Compliance Officer of the Company and Mr. Vikram Vinay Mukadam has resigned from the post of company secretary & compliance officer w.e.f Wednesday, June 22, 2022.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Below are the Key Managerial Personnel ("KMP"), pursuant to the provisions of Section 203 of the Act and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on 31^st March, 2023:

Sr. No. Name of KMP	Designation
1. Mr. Rohan Bhalchandra Lade	Managing Director
2. Mr. Prasad Ramesh Khopkar (w.e.f. June 29, 2022)	Company Secretary and Compliance Officer
3. Mr. Yogesh Khandu Darekar (w.e.f. March 30, 2021)	Chief Financial Officer

During the year, there has been no change in the Key Managerial Personnel.

BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER:

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted during the year under review are given hereto and forming part of this Report.

1. Composition of Board, Number of Board Meetings & its policy:

The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2023, the Board had 6 (Six) members, consisting of a 2 (Two) executive directors, 1(One) non-executive and non-independent woman director and 3 (Three) Independent directors.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://www.bewltd.com/report/Nomination%20Remuneration%20Policy pdf.

The Board meet 6 (Six) times during the financial year under review. Pursuant to Section 173 (1) read with Regulation 17 (2) of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements, Regulation, 2015 as amended from time to time, laid down that board shall meet at least 4 times a year, with a maximum time of gap of one hundred and twenty days between 2 meeting., the dates of Board meetings are May 02, 2022, June 29, 2022, August 10, 2022, August 17, 2022, November 14, 2022 and March 09, 2023.

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance.

Attendance details of Directors for the year ended March 31, 2023 are given below:

Sr. No. Name of Directors Designation as on March 31, 2022	Mr. Prakash Bhalchandra Lade Chairman & Director	Mr. Rohan Prakash Lade Managing Director	Mr. Ratnakar Venkappa Rai Independent Director	Mr. Ravikant Moreshwar Mhatre Independent Director	Mr. Yogesh Banishilal Khakre Independent Director	Smt Sheela Prakash Lade Non-executive director & Independent Director
1 May 02, 2022	Y	Y	Y	Y	Y	N
2 June 29, 2022	Y	Y	Y	Y	Y	Y
3 August 10, 2022	Y	Y	Y	Y	Y	Y
4 August 17, 2022	N	Y	Y	Y	N	Y
5 November 14, 2022	Y	Y	Y	Y	Y	Y
6 March 09, 2023	Y	Y	Y	Y	Y	Y

The Board of Directors has constituted the following Statutory Committees or adopted the others policies/Codes under Companies Act, 2013 and rules made there under including SEBI (LODR) Regulation,2015:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Posh Committee

5. Vigil Mechanism/ Whistle Blower

6. Separate Independent Director Meeting

7. Code for Prohibition of Insider Trading

8. Corporate Social Responsibility

Furthermore, Corporate policies are exhibited hereunto as

Annexure I a) Composition & no of meetings Audit Committees:

Your Company has formed an Audit Committee pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are Independent Director possess strong knowledge of accounting and financial management. During the year 05 (Five) meetings of committee were held during the year ended 31^st March, 2023, the dates which are May 02, 2022, August 10,2022, August 17, 2022, November 14, 2022 and March 09, 2023.

Details of the composition of the Committee and attendance during the year are as under: -

Sr. no. Name of Directors Designation as on March 31, 2023	Mr. Ratnakar Venkappa Rai Independent Director	Mr. Ravikant Moreshwar Mhatre Independent Director	Mr. Yogesh Banishilal Khakre Independent Director
1 May 02, 2022	Y	Y	Y
2 August 10, 2022	Y	Y	Y
3 August 17, 2022	Y	Y	N
4 November 14, 2022	Y	Y	Y
5 March 09, 2023	Y	Y	Y

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them. The policy is available on our website https://www.bewltd.com/report/Audit%20Committee%20Charter.pdf

b) Composition of Nomination & Remuneration Committee:

Pursuant to Section 177 read with Regulation 19 of Securities Exchange Board of India (listing Obligations and Disclosure requirements) 2015, your Company has formed a Nomination & Remuneration Committee to lay down norms for identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

Furthermore, Nomination remuneration committee look after remuneration payable to directors, key managerial personnel and senior management.

The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees determination of qualified Directors for induction in the board remuneration of the executive as well as non-executive directors and executives at all levels of the Company.

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the year 02 (Two) meetings of committee were held during the year ended March 31, 2023, the dates which are June 29, 2022 and August 17, 2022.

Details of the composition of the Committee and attendance during the year are as under:

Sr. no.	Name of Directors Designation as on March 31, 2023	Mr. Ratnakar Venkappa Rai Independent Director	Mr. Ravikant Moreshwar Mhatre Independent Director	Smt Sheela Prakash Lade Non-executive & Non Independent Director
1	June 29,2022	Y	Y	N
2	August 17,2022	Y	Y	N

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members.

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

The policy is available on our website https://www.bewltd.com/report/Nomination%20Remuneration%20Policy.pdf

During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

Sr. No.	Name of Directors and KMP	Designation	Remuneration per annum (In )
1	Mr. Rohan Bhalchandra Lade	Managing Director	1,08,00,000/-
2	Mr. Prakash Bhalchandra Lade	Chairman & Director	60,00,000/-
3	Mr. Yogesh Khandu Darekar	Chief Financial Officer	14,90,517/-
4	Mr. Prasad Ramesh Khopkar	Company Secretary and Compliance Officer	4,69,167/-

c) Composition of Stakeholders Relationship Committee:

Pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholders/ Investor s complaints. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

During the year 01(One) meetings of committee were held during the year ended 31^st March, 2022, the dates which are January 23, 2023.

Details of the composition of the Committee and attendance during the year are as under:

Sr. no.	Name of Directors Designation as on March 31, 2023	Mr. Ratnakar Venkappa Rai Independent Director	Mr. Ravikant Moreshwar Mhatre Independent Director	Mr. Yogesh Banishilal Khakre Independent Director
1	January 23, 2023	Y	Y	Y

The details of complaints received and resolved during the Financial Year ended March 31, 2023 are given in the Table below.

Particulars	Number of Compliant
Opening as on April 1, 2022	00
Received during the year	00
Resolved during the year	00
Closing as on March 31, 2023	00

d) Separate Independent Directors: Board Evaluation & Discussions with Independent Directors: Pursuant to paragraph VII of Pursuant of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing Obligations and Disclosure requirements,2015, the Boards policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Sr. no.	Name of Directors Designation as on March 31, 2023	Mr. Ratnakar Venkappa Rai Independent Director	Mr. Ravikant Moreshwar Mhatre Independent Director	Mr. Yogesh Banishilal Khakre Independent Director
1	March 09, 2023	Y	Y	Y

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. e) Internal Complaints Committees

Your Company has framed a Policy against sexual harassment and a formal process for dealing with complaints relating to harassment or discrimination. The said Policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee ("ICC") to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at the workplace.

Pursuant to Section 21 of the said Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rule 14 of Sexual Harassment of Women at workplace (Prevention, prohibition and redressal) Rules, 2013, below stated is the details of complaint postion of our Company BEW Engineering Limited for the year ended on Saturday, December 31, 2022.

Particulars	Number(s) (In word & Figures)
Number of Complaints of Sexual harassment received in the year	NIL
Number of Complaints disposed off during the year	NIL
Number of Cases pending for more than ninety days	NIL
Number of workshops or awareness programme against sexual harassment carried out	01(One)
Nature of action taken by employer or District officer	NIL
Number of Cases filed	NIL

f) CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 ("Code") for prohibition of insider trading in the securities of the BEW to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI") by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI") with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

The Code and Policy are available on the website of the Company https://www.bewltd.com/report/BEW%20Insider%20 trading%20code.pdf and Policy and Procedures for inquiry in case of leak UPSI https://www.bewltd.com/report/Policy%20 and%20Procedures%20for%20inquiry%20in%20case%20of%20leak%20UPSI.pdf

g) WHISTLE BLOWER POLICY/VIGIL MECHANISM

Section 177(9) of the Companies Act, 2013 mandates every listed company to constitute a vigil mechanism. Similarly, Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, laid down to establish a mechanism called the "Whistleblower Policy" for directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct.

Accordingly, this Whistleblower Policy ("the Policy") has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Managing Director/ Chairman of the Audit Committee/ Compliance Officer of the Company.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The employees of the Company are made aware of the said policy at the time of joining the Company. Below is report under vigil mechanism during the financial year 2022-2023.

Particular of Complaints	No of Complaints
No. of Complaint carried forward as on March 31, 2022	0
No. of Complaint receiving during FY 2022-2023	0
No. of complaints at the end of financial year 2022-2023	0

This policy is avaible on the Company Website at https://www.bewltd.com/report/Vigil%20mechanism%20Whistle%20 Blower%20Policy.pdf. h)

Corporate Social Responsibility

As per the Financial Statements for the period under review, stating an increment in the profit margins of the Company, which made applicable the provisions of Section 135 of Companies Act, 2013 on the Company w.e.f 01.04.2023. Consequently, the Company is required to formulate the Corporate Social Responsibility (CSR) Committee, if applicable as per stipulated provisions and Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, with the recommendation of the Board, and on the recommendation of such committee (if any), the Company shall spend such amount as may arrived by them on the basis of financial statements during the financial year 2023-24 and shall take note on the Report of the same in the ensuing financial year. Your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee")and the meeting of The Board of Directors of the Company held on Thursday, August 17,2023, the members are as follows:

Sr. no Name of Members	Designation
1 Shri Ravikant Moreshwar Mhatre	Chairman & Independent Director
2 Shri Ratnakar Venkappa Rai	Independent Director
3 Smt Sheela Prakash Lade	Non-Executive and Non Independent Director

The Company Secretary will act as Secretary to the Committee. The Board of Directors shall review and refresh membership of the Committee from time to time, as required, and reconstitute the committee through appropriate resolution and Corporate Social Responsibility Policy are available on the website of the company https://www.bewltd.com/report/Corporate%20 Social%20Responsibility%20Policy.pdf.

Your Companys CSR Committee is responsible to: i. identify, execute and monitor CSR projects, to assist the Board in fulfilling its CSR objectives, to ensure compliance of CSR regulations and to oversee reporting and disclosure of CSR activity; and ii. review/approve donations by the Bank, to the not for profit organisations, as per authorisation matrix approved by the Board from time to time.

declaration By independent directors:

All the Independent Directors of the BEW have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and the SEBI Listing Regulations and are independent of the Management. There has been no change in the circumstances affecting their status as Independent Directors of the BEW. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.

director e-Kyc:

MCA has vide amendments to the Companies (Appointment and Qualification of Directors) Rules, 2014, mandated registration of KYC of all Directors.

All the Directors of the BEW have complied with said requirement in FY 2022-23.

dematerialization of equity shares:

The BEW Equity shared are available for trading w.e.f Thursday, Sepetmber 16, 2021. Your BEW have received International Security Identification Number ("ISIN") duly allotted by the National Securities Depository Limited ("NSDL") and Central Depository Services Ltd ("CDSL") and have allotted ISIN No. is INE0HQI01014.

The below is the dematerialization status of the BEW as on March 31, 2023.

Mode	Shares	% to capital
NSDL	1612391	62.48
CDSL	968276	37.52
	2580667	100

During the Current financial under the review there is no change in demat shares. However, during the current financial year 23-24 your company has issued 331500 Equity shares to 44 Non Promoter Strategic Investors.

disclosures relating to subsidiaries, associates and Joint ventures

Company dont have any subsidiaries, associates and Joint ventures.

management discussion and analysis:

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure II and is incorporated herein by reference and forms an integral part of this report.

related party transactions:

Pursuant to Regulation 23 of Securities exchange Board of India (Listing Obligations and Disclosure requirements, Regualtion,2018, Your Company has adopted related party transaction polices and the said Policy is available in Policies section on https://www. bewltd.com/report/Related%20Party%20Transaction%20BEW.pdf.

During the financial year under review, your Company has entered into related party transactions on an arms length basis and in the ordinary course of business and were in compliance with Section 188 of the Act and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the same are provided in Form AOC-2 annexed hereto as

Annexure-III, which forms part of this Report.

All contracts/ arrangements/ transactions entered by the Company during the FY 2022-23 with related parties were on an arms length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.

Furthermore, the transaction pertaining to related party are mentioned under the financial statements and the Non-Executive Directors do not pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

annual return:

Pursuant to Notification dated August 28, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28^th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at : https://www.bewltd.com/.

directors responsibility statement:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors have 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 at the end of the financial year and of the profit and loss of the company for that period; (c) 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; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

particulars of employees and related disclosures:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure IV and forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding 1,02,00,000/- per annum except as specified under Annexure IV and V, if employed for whole of the year or 8,50,000/- per month if employed for part of the year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure V and forms part of this Report.

statutory auditors and auditors report:

The Members of the Company at the 11^TH Annual General Meeting (‘AGM) held on September 20,2022 approved the appointment M/s J.N. Gupte & Co., Chartered Accountants (Firm Registration No.006569C), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 16^th Annual General Meeting.

The Independent Auditors Report for fiscal 2023 provided by Messer J N Gupte & Co, Chartered Accountants does not contain any qualification, reservation, or adverse remark. The Independent Auditors Report is integrated in the 12^THAnnual Report.

internal Financial controls:

Your Board of Directors confirm that your Company has standard, system and processes which enables it to implement internal financial controls with respect to financial statements and that such controls are adequate and are operating effectively.

The internal control system is reviewed by Messer L.B.Kale & CO, Chartered Accountants the Internal Auditor of the Company from time to time. Some are the below objectives of control Internal financial controls systems, on behalf of Management. a) To evaluate the companys internal controls; b) To ensure complete compliance with laws, rules and regulations; c) To evaluate the risk management system; d) To establish better procedures and policies; e) To ensure adequate compliance of the law; f) To protect the interest of the shareholders; g) To ensure integrity and accountability; etc.

Controls are reviewed/revisited/updated/deleted each year for change in processes etc. During the year under review, no material or serious observations were observed for inefficiency or inadequacy of such controls.

secretarial audit:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly, have been appointed Secretarial Auditors of the Company. The Board of Directors of your BEW had already appointed Messer Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2023, as required under Section 204 of the Act.

The Secretarial Auditors Report for fiscal 2023 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report is enclosed as Annexure VI to the Boards report, which forms part of this Integrated Annual Report.

employees stock option plan:

Your Company has not provided stock options to any employee for the year under review.

reporting of Frauds:

There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

risk management policy:

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable. However, the Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

corporate governance report:

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of the Corporate Governance are not applicable to the Company pursuant to regulation 27 read with Regulation 15(2) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertake that when the above said provision applicable to the Company the same will be duly complied with in the period of 6 months.

secretarial standards:

Your Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118(10) of the Act for FY 2022-23.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Companys total cost of operations. However, as a part of the Companys conservation of energy programme, the management has appealed to all the employees/workers to conserve energy.

(b) Absorption of Technology:

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products. The depth of designing capabilities was the core to our success over the years. II. Benefits derived as a result of the above efforts: As a result of the above, the following benefits have been achieved: a) Better efficiency in operations, b) Greater precision, c) Retention of existing customers and expansion of customer base, d) Lower inventory stocks resulting in low carrying costs.

III. The Company has not imported any technology during the year under review;

IV. The Company has not expended any expenditure towards Research and Development during the year under review.

(c) Foreign Exchange Earnings and Outgo:

During the year under review, below stated are the details of the earning or outgoing in foreign exchange.

Foreign Exchange	Financial year ended March 31, 2023 (In Lakhs)	Financial year ended March 31, 2022 (In Lakhs)
Earnings	2099.39	Nil
Outgoing	531.63	599.22

material changes From end oF Financial year till date oF report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

change in nature oF Business:

The Company has not undergone any change in the nature of business during the year.

significant and material orders passed By the regulators orc ourts ort riBunals

During the year, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations.

secretarial standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

directors responsibility statement

Based on the internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditor, statutory auditor and secretarial auditors including audit of internal 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 Companys internal financial controls were adequate and effective during FY 2022-23.

acknowledgement:

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

	For & on behalf of the Board of Directors of
	BEW Engineering Limited
	Rohan Bhalchandra Lade	Sheela Prakash Lade
Place: Mumbai	Managing Director	Director
Date: Thursday, August 17, 2023	[DIN: 00460811]	[DIN: 09137915]

corporate policies

We seek to promote and adopt the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates the formulation of certain policies for all listed companies. The corporate governance policies are available on the Companys website, at https://www. bewltd.com/our-policies.html. The policies are reviewed periodically by the Board and updated as needed and adopted some of the policies. Key policies that have been adopted are as follows:

Name of the policy	Brief details		Web link
Audit Committee Charter	This charter governs the operation of the Audit Committee, duly established by the Board of Directors, in accordance with the Companies Act, 2013		https://www.bewltd.com/report/Audit%20Committee%20 Charter.pdf
Nomination and Remuneration Policy	The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees.		h t t p s : //w w w. b ew l t d .c o m /re p o r t / N o m i n a t i o n % 2 0 Remuneration%20Policy.pdf
Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].	This Policy and Procedure for Inquiry in case of Leak or Suspected Leak of Unpublished Price Sensitive Information ("Policy") has been formulated by BEW Engineering Limited ("Company") in pursuance of Regulation 9A(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015		https://www.bewltd.com/report/Policy%20and%20 Procedures%20for%20inquiry%20in%20case%20of%20 leak%20UPSI.pdf
Policy on Prevention and Resolution of Sexual Harassment at Workplace	To provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.		https://www.bewltd.com/report/POSH%20Policy.pdf
Stakeholder Relationship Committee Charter	This charter governs the functioning of the Stakeholder Relationship Committee of Board of Directors		h t t p s : //www.b ew l td .co m /re p o r t /S t a ke h o l d e r % 2 0 Relationship%20Committee%20Charter.pdf
Internal control of conduct for regulating, monitoring and reporting of trades by designated persons under SEBI Prohibition of Insider Trading	To curb the practice of insider trading in the securities of a listed company		https://www.bewltd.com/report/BEW%20Insider%20 trading%20code.pdf
Name of the policy	Brief details	Web link
Preservation of Documents and Archival policy	To ensure that all important documents, generated or received by the Company, are adequately maintained and preserved	https://www.bewltd.com/report/Preservation%20of%20 Documents%20and%20archival%20policy.pdf
Policy on related party transactions Vigil mechanism	To regulate & take approval before entering related party transaction Lays down the principles and standards that should govern the actions of the Company and its employees	https://www.bewltd.com/report/Related%20Party%20 Transaction%20BEW.pdf https://www.bewltd.com/report/Vigil%20mechanism%20 Whistle%20Blower%20Policy.pdf
Terms & Conditions for appointment of Independent Directors Policy on materiality	Term and condition situplated under appointment letter of Independent director Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality	h t t p s : //w w w. b ew l t d .c o m /re p o r t / Te r m s %2 0 & % 2 0 C o n d i t i o n s % 2 0 f o r % 2 0 a p p o i n t m e n t % 2 0 o f % 2 0 Independent%20Directors.pdf https://www.bewltd.com/report/Policy%20on%20 Materiality%20of%20Events%20and%20Information.pdf
Code of Conduct of BEW Engineering Limited	Good corporate governance practice calls for implementation and maintenance of sound standards of business conduct of affairs of a company	https://www.bewltd.com/report/Code%20of%20Conduct%20 of%20BEW%20Engineering%20Limited.pdf
Criteria of making payments to Non-Executive & Independent Directors Corporate Social Responsibility	Sitting fees to Non-Executive and Independent Director It regulate corporate social responsibility function.	https://www.bewltd.com/report/Criteria%20of%20making%20 payments%20to%20Non-Executive%20&%20Independent%20 Directors.pdf https://www.bewltd.com/report/Corporate%20Social%20 Responsibility%20Policy.pdf