bew engineering ltd share price Management discussions


Pursuant to regulation 34(2) (e) of the Securities Exchange Board of India (listing Obligations & Disclosure requirements) regulation ,2015 the Board of Directors are hereby presenting the Management Discussion and Analysis report.

global economy outlook:

The global economy is raising from the impact of pandemic and Russia war with Ukraine, higher inflation in various countries like United States of America and European etc.

The baseline forecast is for growth to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before settling at 3.0 percent in 2024. Advanced economies are expected to see an especially pronounced growth slowdown, from 2.7 percent in 2022 to 1.3 percent in 2023. In a plausible alternative scenario with further financial sector stress, global growth declines to about 2.5 percent in 2023 with advanced economy growth falling below 1 percent. Global headline inflation in the baseline is set to fall from 8.7 percent in 2022 to 7.0 percent in 2023 on the back of lower commodity prices but underlying (core) inflation is likely to decline more slowly. Inflations return to target is unlikely before 2025 in most cases.

India economy outlook:

In its flagship World Economic Outlook report, the International Monetary Fund (IMF) projected that India would be the fastest-growing economy in the world, despite confronting considerable challenges such as financial sector turmoil, inflationary pressures, effects of the Russia-Ukraine war, and the persistent impact of the Covid-19 pandemic over the past three years.

On April 11, 2023, The International Monetary Fund (IMF) released its latest World Economic Outlook report, projecting that the Indian economy will grow by 5.9 per cent in the current fiscal year, making it the fastest-growing economy in the world. Nonetheless, the organization also warned that disruption in the financial system could have a detrimental effect on overall global growth.

IMF revised its 2023 global growth projections in response to cooling economic activity due to higher interest rates but warned that a sharp rise in financial system turmoil might push output to near recessionary levels. Projections for global economic growth in 2023 were reduced to 2.8 per cent. It was 0.1 percentage point less from the last IMF update in January and 0.6 percentage point decrease from global economic growth in 2022. The IMF forecast global real GDP growth at 2.8 per cent for 2023 and 3 per cent for 2024 in its latest World Economic Outlook report. It marks a distinct slowdown from 3.4 per cent growth in 2022.

pharmaceutical industry:

The pharmaceutical industry in India is expected to reach $65 Bn by 2024 and to $130 Bn by 2030. The pharmaceutical industry in India is currently valued at $50 Bn.

India is a major exporter of Pharmaceuticals, with over 200+ countries served by Indian pharma exports. India supplies over 50% of Africas requirement for generics, ~40% of generic demand in the US and ~25% of all medicine in the UK.

India also accounts for ~60% of global vaccine demand, and is a leading supplier of DPT, BCG and Measles vaccines. 70% of WHOs vaccines (as per the essential Immunization schedule) are sourced from India.

The Average Index of Industrial Production of Manufacturing of pharmaceuticals, medicinal chemicals and botanical products in the FY 2021-22 is 221.6 and has grown by 1.3%.

For the period 2021-22, export of drugs and pharma products stood at $24.6 Bn compared to $24.44 Bn as of 2020-21. The Indian pharma industry witnessed exponential growth of 103% during 2014-22 from $11.6 bn to $24.6 Bn.

The Indian pharmaceutical industry ranks third globally in pharmaceutical production by volume and is known for its generic medicines and low-cost vaccines. The sector contributed to around 1.32% of the Gross Value Added (at 2011-12 constant prices) of the Indian Economy in 2020-21. The total annual turnover of Pharmaceuticals in the fiscal year 2021-22 was 3,44,125 crore (USD 42.34 Bn). Major segments of Indian Pharmaceutical Industry include generic drugs, OTC medicines, bulk drugs, vaccines,contract research & manufacturing, bio similars and biologics. India is a global leader in the supply of DPT,BCG, and Measles vaccines. India is one of the biggest suppliers of low-cost vaccines in the world. India accounts for 60 percent of global vaccine production, contributing 40 to 70 percent of the WHO demand for Diphtheria, Tetanus and Pertussis (DPT) and Bacillus Calmette–Gu?rin (BCG) vaccines, and 90 percent of the WHO demand for the measles vaccine. There are 500 API manufacturers contributing about 8% in the global API Industry. India is the largest supplier of generic medicines. It manufactures about 60,000 different generic brands across 60 therapeutic categories and accounts for 20% of the global supply of generics. Access to affordable HIV treatment from India is one of the greatest success stories in medicine. Because of the low price and high quality, Indian medicines are preferred worldwide, making it "pharmacy of the world". The sector has been growing at a healthy rate.

Brief about Business

BEW Engineering Limited ("BEW or Company") is leading designer & manufacturer of process equipment for Pharmaceutical & Chemical member of Engineering Export Promotion Council, Mumbai.

BEW is engaged in the business of design and manufacturing engineers of Pharmaceutical & Chemical plants and process equipments. which are predominately Manufactures a special range of filtration, mixing and drying equipment. among leading designer & manufacturer of process equipment for Pharmaceutical & Chemical Industry The Company design and manufacture special range of filtration mixing and drying equipments specifically used in Pharmaceuticals Sterile Applications, Intermediate Compounds Fine Chemicals, Agro Chemicals, Pesticides, Insecticides, Dyes, manufactures a special range of filtration, mixing and drying equipment, Continues Filter, Agitated Nutsche Filter & Dryer, Spherical Dryer & Lab Scale Filters & Dryers etc. These equipments are manufactured from material such as Stainless Steel, Alloy Steel, Hastelloy etc. with various linings as per International Codes : a) IS b) BS c) ASME d) TEMA e) DIN f) CE Marks etc.

The Companys major products are Agitated Pressure, Nutsche Filter Dryer (ANFD), Rotocone Vacuum Filter Dryers (RVFD), Cantilever Rotocone Vacuum Dryer (RCVD) ,Retractable Plough Shear Mixer, Dryer Agitated Pan Dryer Rotary Vacuum Paddle Dryer (RVPD) and Spherical Dryer. The portfolio of products currently includes design and manufacturing of filters and dryers for chemicals industry comprising of Pharmaceuticals like API Agro Chemicals and Specialty Chemicals. The Group have a team which can be deputed immediately for servicing of the equipments supplied by the Company or by any other vendor party. Further the Company is manufacture various kinds of the industrial filters equipments in various kinds of material as per the desire design and technical specification requirements of our valued Customer and some of them are below listed:

Sr. No. Materials used in Industrial filter equipments are manufactured

1 STAINLESS STEEL
2 HASTELLOY
3 TITANIUM
4 DUPLEX STEEL

Strong Brand value and repeat Customer orders

1. Strong legacy of over 3 decades

2. Esteemed client base across Pharmaceuticals, Agro Chemicals and Specialty Chemicals Industry

3. Most of our clients give us repeat orders and have been with us for last many years State of Art Integrated Manufacturing Facilities

Key Strategic Products

1) Ability to design & manufacture key products in house which are import substitutes & are industry pioneers.

2) Manufacturers of widest range of Filters & Dryers. world-class integrated facilities at Dombivli, Thane Equipment are manufactured in material such as stainless steel, alloy steel, hastelloy, titanium, Rubber lining, FRP lining, FRV Lining, Halar Lining, PFA Lining, Tefzel Lining, P.P Lining, PVDF Lining, Duplex Steel etc.

Storing Geographical Footprint foot print

Canada, Japan, Turkey, Nigeria, Indonesia, Thailand, Saudi Arabia, Malaysia, Nepal, Israel, Bangladesh, Brazil etc.

Cost effective and Quality Manufacturing

1) Certified as an authorized ASME U & R stamp manufacturer

2) Manufacturing custom made equipments for many of our customers at a much cheaper cost which helps us win the customers

3) Good quality and time bound manufacturing to meet Capex 4) requirements of our customers

Strong Geographical Footprint

1) Exporting its tailor-made equipment for many customer

2) Japan, Indonesia, Russia, Israel, Canada, Bangladesh and other Countries

Efficient after sales Support Teams

1) Our team stationed at Mumbai and Hyderabad to cater key customers across India

2) We serve our customers very efficiently and in a very timely manner

Industry Applications

Pharmaceuticals, Sterile Applications, Intermediate Compounds, Fine Chemicals, Specialty Chemicals, Agro Chemicals, Pesticides, Insecticides, Dyes and Food Products i. Strong Brand value and repeat Customer orders ii. Cost effective and Quality Manufacturing iii. Efficient after sales Support Teams Furthermore, while manufacturing of the pharma equipments Third Party Agency such as SGS India Limited, Project & Development (I) Ltd, Uhde (I) Ltd, Bureau Veritas Inspection services (I) Ltd, SNC LAVALIN, TUV NORD etc. and as per need of our valued customers are carrying out their Independent audit/ inspection at our facilities from time to time and same is reported by them to our valued customers.

Export

We have exported our equipments to the countries like Italy, Israel etc.

Strong Geographical Footprint

Canada, Japan, Turkey, Nigeria, Indonesia, Thailand, Saudi Arabia, Malaysia, Nepal, Israel, Bangladesh, Brazil etc.

our Business strategy

Meeting Customer Specification & requirements

Our Company intends is to provide the customer with 100% satisfaction. We clearly understand the requirement and specification of the products required by our Valuable customer. Based on these requirements and specification products are designed and developed, customization is done wherever required. The products are manufactured using good quality material procured from reliable sources so that the customers receive the products with the best possible quality standards within the stipulated time frame.

Strong Brand value and repeat Customer orders

BEW brand has strong legacy of over 3 decades. We have esteemed client base across Pharmaceuticals, Agro Chemicals and Specialty Chemicals Industry. Most of our clients give us repeat orders and have been with us for last many years.

Cost effective and Quality Manufacturing

We are certified as an authorized ASME U & R stamp manufacturer. This is one of the pre requisite certification for some of our clients for manufacturing few equipments. We have been manufacturing custom made equipments for many of our customers at a much cheaper cost compared to some of our competitors, which helps us win the customers. We also stick to very quality and time bound manufacturing to meet the capex requirements of our customers.

No Credits or Least Credit period

Our focused Industry segment clientele has better revenues and profits from their supply to regulated markets and accordingly they have been paying us advance payments at the time of the orders and have been paying almost full amount before equipment is delivered to them. This helps us in managing our working capital and finance cost. This also helps us in protecting us from default or bad debt risks.

Adopting Automation in Production Process

We possess sound manufacturing facility which is assisted by our production team. The manufacturing unit is outfitted with the requisite machines, tools and equipments. The production process is designed and carried out as per the industry standards.

To build-up a Professional Organization

As an organization, we believe in transparency and commitment in our work and with our suppliers, customers, government authorities, banks, financial institutions etc. We have an experienced and technically sound team for taking care of our day to day operations. We also consult with external agencies on a case to case basis on technical and financial aspects of our business.

Optimal Utilization of Resources

Our Company constantly endeavors to improve our production process, skill up-gradation of workers, modernization of machineries to optimize the utilization of resources. We regularly analyze our existing raw material procurement policy and manufacturing processes to identify the areas of bottlenecks and correct the same. This helps us in improving efficiency and putting resources to optimal use.

Opportunities and Threats

Our Products are widely used in the industries like Agro Chemicals and Pharmaceuticals etc. We manufacture and design the products as per the needs of the customer, so that they can avail the products as per their specifications and customizations. Further, Our Company is authorized under The American Society of Mechanical Engineers (ASME) for "U" Stamp on Manufacture of pressure vessels and also authorized by The National Board of Boiler & Pressure Vessel Inspectors for "NB" Mark in Pressure Vessels and other pressure retaining items.

segment-wise or product-wise performance

BEW Engineering limited is ASME ,"U" Stamp holder, one of the known reputed company in India for design, manufacturing, supply and erection/commissioning of process equipments like Pressure vessels, Air cooled heat exchanger, Shell & tube heat exchanger, Storage tanks, Pressure receivers, Skids, and other items for chemical. BEW Equipment is having kind of latest machineries, tools, skilled man power, handling equipment and various in-house facilities for smooth operation and quality product. We have developed a sound infrastructure base that is subject to regular upgradation based on technology and working systems.

threats, risk and concerns

The Company is concerned about prevailing exposure norms, financial position, entry of new players in the market, rising competition from banks & multilateral agencies, uncertain business environment, fluctuation in rupee, likely increase in cost of capital due to volatile market conditions. Further, the state of business and policy environment in the country also has a cascading effect on the interest-rate regime, cost and availability of raw materials and gestation period & capital outlays required for raw material. General economic conditions may also affect the capacity and production of the manufacturing of the products.

Financial performance

During the financial year, the income from sale of manufacturing equipments by the Company has increased to 10,560.81 lakhs from 9,941.84 in the previous year.

Profit & Loss Statement

Year Ended 31.03.2023 (Audited) Year Ended 31.03.2022 (Audited)
Total Income 10629.86 10046.92
Total Expenditure 9653.69 9262.05
Profit before Tax 976.16 784.87

Provision for Tax

Current Tax 254.00 210.00
Deferred Tax (10.28) 5.04
Excess/ Short provision of Income Tax - 5.81
Prior Period Items - -
Profit (Loss) for the period 732.44 564.01

Internal control systems and their adequacy

Your company has in place adequate systems of internal control. These have been designed to provide reasonable assurance with regard to maintaining proper accounting controls, efficiency of operations, protecting assets from unauthorized use or losses and ensuring reliability of financial and operational information. Your Company continued its efforts to align all its process and control with best practices and is also controlling its operating process through well-defined various international standard certification and accreditation and some of them are listed below. Some significant features of the internal control systems are preparation and monitoring of annual budgets, internal audit and its review, clear delegation of authority and responsibility, corporate policy on accounting and periodic management meeting to review operation and plans in business areas.

Ratio Analysis

Variation % of Variation

Reason for variation if +/- 25%

1 Current Ratio 0.10 8.83 not applicable
2 Debt Equity Ratio 0.19 13.54 not applicable
3 Debt Service Coverage Ratio 0.65 37.18 increase in ratio due increase in profit
4 Return on Equity Ratio -0.07 -17.96 not applicable
5 Inventory Turnover Ratio -0.04 -3.92 not applicable

6 Trade Receivables Turnover Ratio

-11.65 -48.87

Decrease in ratio due to Higher avg receivable

7 Trade Payables Turnover Ratio -1.13 -29.66 Decrease in ratio due to higher avg payables

8 Net Capital Turnover Ratio

-8.70 -50.18

Decrease in ratio due to Higher working capital

9 Net Profit Ratio 0.01 22.25 not applicable
10 Return on Capital employed -0.07 -16.02 not applicable
11 Return on Investment not applicable

MATERIAL DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATION FRONT INCLUDING number of people employed

Our Company believes that a good Human Resource Policies are very effective for supporting and building the desired organization culture and to maintain the same our company taking actions on the day-to-day problems of the organization. The Company continues to focus on creating strong and long-term relationship with all employees as employee retention and development are among the highest priorities of the Company. The Company is working on enhancing its competencies to take care of current and future business. Its employee strength as on March 31, 2023 was 40 and 10 number of the contractors to execute the assignment of the Company. Human Resource and Industrial Relations departments have developed systems and policies on recruitment, performance management, learning and development, and employee engagement. Providing and ensuring health, safety, and environment for all became an imperative and required significant commitment more than ever before under the new pandemic situation. The other critical need was to maintain employee engagement at very high levels in a tough environment.

overview and outlook of companys Business:

Our Company has been associated with some of the various prestigious projects for our valuable customers.

disclosure of accounting treatment

The financial statements of the Company have been prepared in accordance with the Accounting Standards.

Details of significant changes in key financial ratios

Below stated ratios are significant changes in key financial rations in comparison to previous year.

details of any changes in return on net worth as compared to the immediately previous Financial year along with detailed explanation thereof.

The Net worth of the company has increased to 2,665.08 Lakhs in comparison to previous year of 1,932.64 Lakhs. There is increase of Net worth of the company to accumulation of profit/surplus.

cautionary statement

In this Annual Report, the management has disclosed forward-looking information like objectives, estimates and expectations to enable investors to comprehend our prospects and take investment decisions, which may be ‘forward-looking statements within the meaning of applicable laws and regulations. This report and other statements - written and oral that we periodically make, contain forward-looking statements that set out anticipated results based on the managements plans and assumptions. The management has tried wherever possible to identify such statements by using words such as ‘anticipate, ‘estimate, ‘expects, projects, ‘intends, ‘plans, ‘believes, and words of similar substance in connection with any discussion of future performance. The management cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The operations of the Company may be affected due to various reasons like changes in political and economic front of the country; fluctuations in exchange rate, tax laws, litigations, labour relations, interest costs and overall scenario of the infrastructure sector. Hence, the achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should know or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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]

Forman o. aoc-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014).

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis during FY 22-23.

S r . no Particulars

Details
(a) Name (s) of the related party & nature of relationship Not applicable
(b) Nature of contracts/arrangements/transaction Not applicable
(c) Duration of the contracts/arrangements/transaction Not applicable
(d) Salient terms of the contracts or arrangements or transaction including the value, if any Not applicable
(e) Justification for entering into such contracts or arrangements or transactions. Not applicable
(f) Date of approval by the Board Not applicable
(g) Amount paid as advances, if any Not applicable

(h) Date on which the special resolution was passed in General Meeting as required under first proviso to Section 188

Not applicable

2. Details of contracts or arrangements or transactions at Arms length basis during FY 22-23.

Name of the related party

Nature of Relationship Nature of Contract / Arrangement Duration of the Contract Salient Terms of the Contract Date of Approval by the Board. Amount paid as advance

M/s. Bifriends Engineering Works (Partnership Firm)

Directors and shareholders Receiving of Services 1 year Labour Charges May 02, 2022 Nil

Sterling Fabricating Engineers Pvt. Limited

Directors and shareholders Receiving of Services 1 year Labour Charges May 02, 2022 Nil

particulars of remuneration

[Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016] i. The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 ; and ii. The percentage increase in remuneration of each Director, Managing Director, Chief Financial Officer and Company

Secretary of the Company in the financial year 2022-23.

Name & Designation

*Remuneration of each Director & KMP for Financial Year 2022-23 (Amount in ) % increase/ decrease in remuneration in the Financial Year 2022-23 Ratio of remuneration of each Directors to median remuneration of employees

A. Directors

Mr. Ratnakar Venkappa Rai (Independent Director) - - -
Mr. Prakash Bhalchandra Lade 60,00,000 - 179.18
Mr. Ravikant Moreshwar Mhatre - -
Mr. Yogesh Khakre - -
Mr. Sheela Prakash Lade - -

B. Key Managerial Personnel

Mr. Rohan Prakash Lade (Managing Director) 1,08,00,000 - 339.49
Mr. Yogesh Khandu Darekar (CFO) 14,63,220 - 45.99
Mr. Prasad Ramesh Khopkar (CS) 469167 - 14.75

Legends: WTD –Whole-time Director, CFO – Chief Financial Officer; CS –Company Secretary. Notes:

1. Median remuneration of all the employees of the Company for the financial year 2022-23 is 31,812 /-. iii. The percentage increase/decrease in the median remuneration of employees in the financial year 2022-23

Particulars

Financial Year Financial Year Increase (%)
2021-22 2022-23
(Amount in ) (Amount in )
Median remuneration of all employees 30,349 31812 1.05

Note: The calculation of % increase in the median remuneration has been done based on comparable employees. iv. The number of permanent employees on the rolls of Company.

There were 38 permanent employees on the rolls of Company as on March 31, 2023. v. Average percentile increase/decrease already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable vi. Affirmation that the remuneration is as per the Remuneration Policy of the Company

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees of the Company is as per the Remuneration Policy 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: Friday, August 4, 2023 [DIN: 00460811] [DIN: 09137915]

Annexure V

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(2)(a) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 A. Names of top 10 employees in terms of remuneration drawn during the FY22-23:

Names of employees

Designation/ Nature of Duties Remuneration Received [] p.a. Qualification Experience in years Age in years Date of commencement of employment Last employment held % of shareholding

Prakash Bhalchandra Lade

Chairman and Director 60,00,000 Diploma in Mechanical Engineering 5 decades 74 Initially appointed on September 20, 2011 Appointed as Chairman for a period of 5 years w.e.f. March 31, 2021 upto March 30, 2026 Dalal Engineering Private Limited 43.15%

Rohan Prakash Lade

Managing Director 1,08,00,000 Diploma in Mechanical Engineering 20 Years 38 Initially appointed on April 11, 2011 Appointed as Managing Director for a period of 5 years w.e.f. March 31, 2021 upto March 30, 2026 Bifriends Engineering Works 17.39%

Yogesh Khandu Darekar

CFO(KMP) 14,63,220 B. Com & qualified as Accounting Technician from the ICAI 20 Years 43 March30,2021 Sterling Fabricating Engineers Pvt. Ltd -

Prasad Ramesh

Company Secretary 4,69,167 Mcom Part- 1.,CS.,LL.B & 9 41 June 29, 2022 Wadhwagroup Holdings -

Khopkar Hitesh Mistry

Sales Marketing 2200000 GDCA DME, BE, MBA, MFA 22 50 August 01, 2021 Private Limited HLE Glaskoat Limited -

P. SomaSekhar

Sales Executive 996000 BE (Mech.), MBA-Mktg. 24 51 June 01, 2016 Flow Serve Sanmar Pvt. Ltd. -

Ashutosh Singh

Sales Executive 10,80,000 B.E. (Chem. Engr.) 20 47 August 01, 2021 GMM PFAUDLER Ltd. -

Nimesh Rathod

Planning Dept. 6,92,436 DME 16 39 March 01, 2022 HLE Glaskoat Limited -

Dilip Vijaykumar

Production Engineer 6,73,869 DME 16 40 January 20, 2022 HLE Glaskoat Limited -

Joshi Daniel M.

Service 8,88,000 ITI, Fitter 34 56 July 01, 2014 De Dietrich Process -

Virendra Chouhan

Engineer 5,83,183 5,83,183 ITI, Fitter 7 41 May 01, 2016 Systems India Pvt. Ltd. - -

The above employees are related to the Directors of the Company:

Names of Employees

Names of employees who are relatives of any Director
Prakash Bhalchandra Lade Father of Rohan Prakash Lade
Rohan Prakash Lade Son of Prakash Bhalchandra Lade
Yogesh Khandu Darekar No Relation with any Director
Prasad Ramesh Khopkar No Relation with any Director
Hitesh Mistry No Relation with any Director
P. SomaSekhar No Relation with any Director
Ashutosh Singh No Relation with any Director
Nimesh Rathod No Relation with any Director
Dilip Vijaykumar Joshi No Relation with any Director
Daniel M. No Relation with any Director
Virendra Chouhan No Relation with any Director

B. Names of other employees who are in receipt of aggregate remuneration of not less than rupees one crore and two lakh during the FY22-23 or not less than rupees eight lakh and fifty-thousand per month (if employed for part of the FY22-23):

NA

C. If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NA

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]

secretarial audit report

For the financial year ended March 31, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To

The Members

BEW ENGINEERING LIMITED

FE-10, M.I.D.C. Industrial Area, Phase II, Manpada Road, Dombivli East, Thane – 421204, Maharashtra, India.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BEW ENGINEERING LIMITED (hereinafter called the Company). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March 2023 (‘Audit Period) complied with the statutory provisions listed hereunder and subject to the observations mentioned in this report, the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2023 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under as amended; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under as amended; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (to the extent as may be applicable to the Company); (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): — (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Not Applicable to the Company during the Audit Period); (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2015 (Not Applicable to the Company during the Audit Period); (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable to the Company during the Audit Period) ;and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company during the Audit Period); I have also examined compliance with the applicable clauses of the following: (a) Secretarial Standards issued by The Institute of Company Secretaries of India (b) The Listing Agreement entered into by the Company with the Stock Exchanges viz National Stock Exchange of India Ltd. Limited (NSE) along with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable for respective periods.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes that took place in the composition of the Board of Directors were in proper compliance during the period under review.

- Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

- All the decisions at the Board Meetings and the Committee Meetings were carried out unanimously as recorded in the minutes of the Board of Directors and minutes of the Committee Meetings as the case may be.

I further report that:

- There are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events/actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, guidelines and standards.

For: M/s. DEEP SHUKLA & ASSOCIATES
COMPANY SECRETARIES
DEEP SHUKLA
{PROPRIETOR}
FCS: 5652
Place: Mumbai CP NO.5364
Date: 01/08/2023 UDIN: F005652E000715350

annexure to the secretarial audit report

To

The Members

BEW ENGINEERING LIMITED

I further state that my said report of the even date has to be read along with this letter.

1. Maintenance of Secretarial/ Statutory Records is the responsibility of the Management of the Company. My responsibility is to express an opinion on these records based on the audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required I have obtained the Management representation about the compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standard is the responsibility of management. My examination is limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For: M/s. DEEP SHUKLA & ASSOCIATES
COMPANY SECRETARIES
DEEP SHUKLA
{PROPRIETOR}
FCS: 5652
Place: Mumbai CP NO.5364
Date: 01/08/2023 UDIN: F005652E000715350