BEW Engineering Ltd Directors Report

To the members,

BEW Engineering Limited

Your Directors hereby pleased to present the (Fifteenth)15th Annual Report on the performance ofBEW Engineering Limited ("the Company" or "BEW") together with the Audited Financial Statements for the Financial Year ended March 31, 2026 (‘FY 2026).

FINANCIAL HIGHLIGHTS:

	Standalone
Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from operations	18,553.99	13,435.85
Other Income	47.52	91.76
Total Income	18,601.51	13,527.60
Less: Total Expenses	18,100.16	11,922.60
Pro t Before Tax	501.35	1,605.00
Tax Expenses
- Current Tax	125.00	400.00
- Deferred Tax	(02.07)	(10.63)
Net Pro t/(Loss) After Tax	378.42	1215.63
Pro t/(Loss) from	-	-
Discontinued operations
Tax Expense of	-	-
Discontinued operations
Pro t/(Loss) from Discontinued operations (after tax)	-	-
Pro t/(Loss) for the period	378.42	1,215.63
Earnings per equity share (for continuing operation):
Basic	2.89	9.30
Diluted	2.89	9.32

OVERVIEW OF COMPANYS BUSINESS AND FINANCIAL PERFORMANCE:

During the year under review, your Company recorded a total revenue from operations of 18,553.99 lakhs as compared to 13,435.85 lakhs in the previous year (FY 2024-25) marking a year-on-year growth of 38.09%.

Further during the year under review, the Company has earned net pro t of 378.42 lakhs as compared to net pro t of 1,215.63 lakhs in the previous year (FY 2024-25).

Your directors are continuously making efforts for the future growth and expansion of the Company by exploring all possible avenues.

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 the market share in a domestic as well as an international market through continual improvement. Your Company is providing world class engineering solution through continuous innovation of employees development and also committed to the health safety of their stakeholder and environment by complying with the statutory requirements etc.

LISTING AND DEMATERIALISATION OF EQUITY SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Limited ("NSE"). The Company has paid annual listing fee for FY 2025-26.

The Below is the status of the dematerialization of BEW as on March 31, 2026:

Mode	Shares	% of capital
NSDL	37,92,768	29.01
CDSL	92,80,556	70.99
Physical	--	0.00
Total	1,30,73,324	100.00 %

TRANSFER TO RESERVES:

During the year under review, no amount was transferred to the general reserves.

DIVIDEND:

During the year under review, the Company has focused on investing in growth opportunities through capacity enhancement, upgradation of production facilities, and a strategic acquisition. These initiatives are aimed at strengthening the Companys long-term competitiveness and value creation. In view of the ongoing investment commitments and the need to conserve internal resources to support these initiatives, the Board of Directors has decided not to recommend any dividend for the nancial year.

CHANGE(S) IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF THE REPORT:

No material changes and commitments have occurred after the closure of the nancial year 2025-26 till the date of this Report, which would affect the nancial position of your Company.

SHARE CAPITAL:

Authorised Share Capital-

During the year under review, your Companys Authorised Share Capital as on March 31, 2026 stood at 15,00,00,000/- (Rupees Fifteen Crore Only).

Issued, Subscribed and Paid-Up Share Capital-

During the year under review, your Companys issued, subscribed and paid-up share capital as on March 31, 2026 stood at 13,07,33,240/- (Rupees Thirteen Crore Seven Lakhs Thirty-three Thousand Two Hundred and Forty Only) divided into 1,30,73,324 equity shares of 10/- each.

Issue and Allotment of Warrants-

During the year under review, the Company forfeited the 1,00,000 convertible share warrants allotted on a preferential basis to a strategic investor, Mr. Dharmesh C Patel (being one of the major partner & holding on behalf of M/s. DHYANAM CAPITAL, a Partnership Firm), non-promoter due to non-payment of the balance 75% subscription amount within the prescribed period. Consequently, the upfront 25% subscription amount received by the Company was also forfeited. The Board of Directors took note of the cancellation of the warrants and forfeiture of the subscription amount at its meeting held on 22/05/2025.

Reduction of share capital-

During the year under review, there were no instances of reduction of share capital of your Company.

Buyback-

During the year under review, Your Company had not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and rules made thereunder.

Right Issue-

During the year under review, there were no instances of issuance of right issues to the existing shareholders.

Equity shares with differential voting rights-

Your Company has only one class of equity shares and it has neither issued shares with differential rights as to dividend.

Sweat Equity Shares-

During the year under review, the Company did not issue any sweat equity shares to its employees, directors of the Company.

Details of Employee Stock Option (ESOP)-

During the year under review, the Company did not grant stock options to any employees.

Issue of debentures, bonds or any non-convertible securities-

During the year under review, the Company did not issue any debentures, bonds, or non-convertible securities.

STATEMENT OF DEVIATION(S) OR VARIATION(S):

During the year under review, the Company has submitted the statement of deviation(s) or variation(s) in respect of allotment of 3,56,164 equity shares on preferential basis for the half year ended September 30, 2025 and March 31, 2026 to the National Stock Exchange of India Limited, in accordance with Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company did not transfer any amounts to the Investor Education and Protection Fund (IEPF).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. Directors:

The Companys Board comprises of optimum combination of Executive and Non-Executive Directors. During the year under review, there were changes in the composition of the Board of Directors as follows: A) Mr. Ratnakar Venkappa Rai holding the postion of Non-Executive and Independent Director having DIN No. 00126309, ceased from the directorship of the Company w.e.f. March 30, 2026 due to completion of his second term of two consecutive years. B) Two new Independent Directors appointed in the Company as an additional director for the period of 5 ( ve) years w.e.f. March 31, 2026 as follows: i. Mr. Arpit Pratapbhai Shah ii. Mrs. Bijal Rushi Sheth

The resolution in this behalf is state out at item no. 5 & 6 of the notice of the Annual General Meeting for the members approval.

C) Mr. Abhishek Agarwal holding the position of Non-Executive and Independent Director having DIN No. 09624370, resigned from the directorship of the Company w.e.f. April 01, 2026 due to personal and professional commitments. The Board places on record its sincere appreciation for the valuable services rendered by the honorary director during his tenure.

D) Mr. Rohan Prakash Lade holding the position of Non-Executive and Independent Director having DIN No. 00460811, was re-appointed as Managing Director of the Company w.e.f. March 31, 2026 for a further period of 5 ( ve) years subject to approval of the shareholders.

The resolution in this behalf is state out at item no. 4 of the notice of the Annual General Meeting for the members approval. As of March 31, 2026, the Board comprised of 4 (four) Non-Executive Independent Directors (including two Women Independent Directors) and One Executive Director as follows

Name of Director	Category	Designation
1. Mr. Rohan Prakash Lade	Executive Director	Managing Director
2. Mr. Abhishek Agarwal	Non-Executive Director	Independent Director
3. Mrs. Sangita Bhamesh Kamble	Non-Executive Director	Independent Director
4. Mr. Arpit Pratapbhai Shah	Non-Executive Director	Additional Independent Director
5. Mrs. Bijal Rushi Sheth	Non-Executive Director	Additional Independent Director

All the Directors have con rmed that they meet the ‘ t and proper criteria as prescribed under the applicable regulations. Further, none of the Directors are disquali ed from being appointed or continuing as Directors under Section 164(2) of Companies Act, 2013.

II. Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Act, Mr. Rohan Prakash Lade (DIN: 00460811) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends the said re-appointment for shareholders approval.

BOARD MEETINGS:

The Company has complied with the provisions of holding of Board meetings as per Section 173 (1) of the Companies Act, 2013, read with Regulation 17(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time. These regulations stipulate that the Board shall meet at least four times a year, with a maximum interval of 120 days between two meetings.

As on March 31, 2026, the following Directors were on the Board:

Name of KMP	Designation
1. Mr. Rohan Prakash Lade	Managing Director
2. Mr. Yogesh Khandu Darekar	Chief Financial Officer
3. Ms. Bhavna Dwarkadas Kukreja	Company Secretary and Compliance Officer

IV. Declaration by Independent Directors and Statement on Compliance of the Code of Conduct:

The Company has received declarations from the Independent Directors of the Company con rming that: a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and; b) they have complied with the code for Independent Directors c) they have registered their names in the independent Directors databank.

The Board believes that Independent Directors possess the requisite integrity, experience, expertise, and pro ciency required under the applicable laws. The Board of Directors took note of these declarations and con rmations, after undertaking due assessment of their veracity.

As of March 31, 2026, the following independent Directors were on the Board:

1. Mrs. Sangita Bhamesh Kamble 2. Mr. Abhishek Agarwal * 3. Mr. Arpit Pratapbhai Shah

4. Mrs. Bijal Rushi Sheth

*Mr. Abhishek Agarwal resigned as an Independent Director w.e.f. 01/04/2026.

III. Key Managerial Personnel

During the year under review, there were changes in a Key Managerial Personnel ("KMP").

Mr. Rohan Prakash Lade whose term as a Managing Director expired on March 30, 2026 was re-appointed as a Managing Director with the effect from March 31, 2026 for a period of 5 ( ve) years by the Board of Directors at their meeting held on April 04, 2026 to regularize the procedural gap, based on the recommendations of the Nomination and Remuneration Committee.

As of March 31, 2026, the Key Managerial Personnel (KMP) of the Company, pursuant to Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as follows:

Name of Director	Director Identication Number (DIN No.)
1. Rohan Prakash Lade	00460811
2. Sangita Bhamesh Kamble	10130251
3. Abhishek Agarwal*	09624370
4. Arpit Pratapbhai Shah	07469577
5. Bijal Rushi Sheth	11273499

Mr. Abhishek Agarwal* resigned as an Independent Director w.e.f. 01/04/2026.

During the year under review, ten (10) Board meetings of the Board were held. The details of these Board meetings, including the dates and attendance of each Director, are provided below:

Name of Directors Designation	Mr. Rohan Prakash Lade Managing Director	Mr. Ratnakar Venkappa Rai Independent Director	Mr. Abhishek Agarwal* Independent Director	Mrs. Sangita Bhamesh Kamble Independent Director
Date of Board Meeting
03/05/2025	Y	Y	Y	Y
22/05/2025	Y	N	Y	Y
19/07/2025	Y	Y	Y	Y
28/08/2025	Y	Y	Y	Y
20/09/2025	Y	Y	Y	Y
30/09/2025	Y	Y	N	Y
12/11/2025	Y	Y	N	Y
10/01/2026	Y	Y	N	Y
28/02/2026	Y	Y	Y	Y
31/03/2026	Y	Y	Y	Y

Legend: Y: Attended; N: Not Attended

*Mr. Abhishek Agarwal resigned as an Independent Director w.e.f. 01/04/2026.

COMMITTEES:

Audit Committee

The primary objective of the audit committee is to monitor and provide an effective 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 note the process and safeguards employed by each of them.

As of March 31, 2026, the audit committee comprises of all 2 (two) Independent Directors Mr. Abhishek Agarwal, Mrs. Sangita Bhamesh Kamble, possess the strong knowledge of accounting and financial management. Mr. Ratnakar Venkappa Rai ceased to be an independent director on completion of his second term of two consecutive years w.e.f. March 30, 2026 and Mr. Abhishek Agarwal, Independent Director resigned from the directorship of the Company w.e.f. April 01, 2026 due to personal and professional commitments. During the current financial year 2026-27, the audit committee of the Company was reconstituted w.e.f. 04/04/2026 as follows:

Name of Director	Status in Committee	Designation
1. Mr. Arpit Pratapbhai Shah	Chairman	Non-Executive & Independent Director
2. Mrs. Bijal Rushi Sheth	Member	Non-Executive & Independent Director
3. Mrs. Sangita Bhamesh Kamble	Member	Non-Executive & Independent Director

6 (Six) meetings of the audit committee were held during the year under review. The details of the meetings of the committee and attendance during the year are as under-The policy is available on our

Name of Directors Designation	Mr. Ratnakar Venkappa Rai Independent Director	Mr. Abhishek Agarwal Independent Director	Mrs. Sangita Bhamesh Kamble Independent Director
30/04/2025	Y	Y	Y
22/05/2025	Y	Y	Y
17/07/2025	Y	Y	Y
28/08/2025	Y	Y	Y
30/09/2025	Y	Y	Y
12/11/2025	Y	N	Y

Legend: Y: Attended;

N: Not Attended

website: https://www.bewltd.com/report/Audit%20Committee%20Charter_26.08.2026.pdf

Committee: Nomination & Remuneration

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

The Nomination & Remuneration Committeeshall formulate the criteria for determining quali cations, 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.

As of March 31, 2026, the Nomination & Remuneration Committee comprises of all 2 (two) Independent Directors Mr. Abhishek Agarwal, and Mrs. Sangita Bhamesh Kamble.

Mr. Ratnakar Venkappa Rai ceased to be an independent director on completion of his second term of two consecutive years w.e.f. March 30, 2026 and Mr. Abhishek Agarwal, Independent Director resigned from the directorship of the Company w.e.f. April 01, 2026 due to personal and professional commitments. During the current financial year 2026-27, the NominationandRemunerationCommitteeof the Company was reconstituted w.e.f. 03/04/2026 as follows:

Name of Director	Status in Committee	Designation
1. Mrs. Bijal Rushi Sheth	Chairman	Non-Executive & Independent Director
2. Mr. Arpit Pratapbhai Shah	Member	Non-Executive & Independent Director
3. Mrs. Sangita Bhamesh Kamble	Member	Non-Executive & Independent Director

2 (Two) meetings of the Nomination & Remuneration Committee were held. The details of the Committee meetings and the attendance during the year are as under:

Name of Directors Designation	Mr. Ratnakar Venkappa Rai Independent Director	Mr.Abhishek Agarwal Independent Director	Mrs. Sangita Bhamesh Kamble Independent Director
23/08/2025	Y	Y	Y
24/03/2026	Y	Y	Y

Legend: Y: Attended; N:NotAttended

The Board of Directors has framed a policy which lays down a framework in relation to the remuneration of Directors.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the criteria and terms for appointment and payment of remuneration to Directors and Key Managerial Personnel. The policy is available on our websitehttps://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:

Name of Directors and KMP	Designation	Remuneration per annum (In )
1. Mr. Rohan PrakashLade	Managing Director	1,08,00,000/-
2. Mr. Yogesh Khandu Darekar	Chief FinancialOfficer	22,02,624/-
3. Ms. Bhavna Dwarkadas Kukreja	Company Secretary and Compliance Officer	8,50,558/-

Stakeholders Relationship Committee:

Pursuant to section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the committee reviews Shareholders/ Investors complaints. The committee is empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

As of March 31, 2026, the Stakeholders Relationship Committee comprises of all 2 (two) Independent Directors Mr. Abhishek Agarwal, and Mr. Rohan Prakash Lade. Mr. Ratnakar Venkappa Rai ceased to be an independent director on completion of his second term of two consecutive years w.e.f. March 30, 2026 and Mr. Abhishek Agarwal, Independent Director resigned from the directorship of the Company w.e.f. April 01, 2026 due to personal and professional commitments.

During the current financial year 2026-27, the Stakeholders Relationship Committee of the Company was reconstituted w.e.f. 03/04/2026 as follows:

Name of Director	Status in Committee	Designation
1. Mr. Arpit Pratapbhai Shah	Chairman	Non-Executive & Independent Director
2. Mrs. Bijal Rushi Sheth	Member	Non-Executive & Independent Director
3. Mr. Rohan Prakash Lade	Member	Managing Director

The details of the composition of the Committee, meetings and attendance during the year are as under:

Name of Directors	Mr. Ratnakar Venkappa Rai	Mr.Abhishek Agarwal	Mr. Rohan Prakash Lade
Designation	Independent Director	Independent Director	Managing Director
19/02/2026	Y	Y	Y

Not Attended Legend:Y:

The details of complaints received and resolved during the year ended March 31, 2026 are given in the Table below.

Sr.No. Name of Director	Status in Committee	Designation
1. Mr. Arpit Pratapbhai Shah	Chairman	Non-Executive & Independent Director
2. Mrs. Bijal Rushi Sheth	Member	Non-Executive & Independent Director
3. Mr. Rohan Prakash Lade	Member	Managing Director

The details of the composition of the Committee, meetings and attendance during the year are as under:

Name of Directors	Mr. Ratnakar Venkappa Rai	Mr.Abhishek Agarwal	Mr. Rohan Prakash Lade
Designation	Independent Director	Independent Director	Managing Director
19/02/2026	Y	Y	Y

Legend: Y: Attended; N: Not Attended

The details of complaints received and resolved during the year ended March 31, 2026 are given in the Table below.

Particulars	Number of Complaints
Number of complaints carried forwards at the end of financial year March 31, 2025	0
Complaints received during the year	0
Complaints disposed off during the Financial Year	0
Number of Complaints on year end March 31, 2026	0

Separate Independent Directors: Board Evaluation & Discussions with Independent Directors:

Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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 speci c 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	Mr. Ratnakar Venkappa Rai Independent Director	Mr.Abhishek Agarwal Independent Director	Mrs. Sangita Bhamesh Kamble Independent Director
1.	12/02/2026	Y	Y	Y

Legend: Y: Attended; N: Not Attended

Pursuant to the provisions of the Companies Act, 2013 and 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.

Internal

Your Company has framed a policy against the sexual harassment and a formal process for dealing with the 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 Committee ("IC") to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at the workplace.

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 SEBI (Prohibition of Insider Trading) Regulations, 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 noti cations/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%20trading%20code.pdf and Policy and Procedures for inquiry in case of leak UPSI https://www.bewltd.com/report/Policy%20and%20Procedures%20for%20inquiry%20in%20case%20of%20leak%20UPSI.pdf

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013 which mandates every listed company to constitute a vigil mechanism. Similarly, Regulation 22 of SEBI (Listing Obligation 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, the Whistleblower Policy ("the Policy") has been formulated with a view to provide a mechanism for the 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 nancial year 2025-26:

Particulars of Complaints	No. of Complaints
No. of Complaints carried forward as on March 31, 2025	0
No. of Complaints receiving during FY 2025-26	0
No. of Complaints at the end of nancial year on March 31, 2026	0

This policy is available on the Company Website at: .pdf

BOARD EVALUATION:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individua l and collective feedback from the Directors.

The Independent Directors at their separate meeting reviewed the performance of:

Non-Independent Directors and the Board as a whole;

Chairperson of the Company after taking into account the views of Executive Directors and Non-Executive Directors;

The quality, quantity, and timeliness of ow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Directors were satis ed with the evaluation process undertaken during the year. Further, in the opinion of the Board, all the Directors and in particular Independent Director possess utmost integrity, professional expertise and requisite experience including pro ciency.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&AR):

The Management Discussion and Analysis Report for the year under review, as required in terms of the Listing Regulations is annexed to the report as"Annexure I" and is incorporated herein by reference and forms an integral part of this report.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted related party transaction polices and the said policy is available in the policies section on https://www.bewltd.com/report/Related_Party_Transactions_Policy_26-08-2026.pdf All contracts/arrangements/transactions entered by the Company during the FY 2025-26 with the 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.

Details of contracts/arrangements/transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in

Annexure-II to this Report.

There were no material transactions of the Company with any of its related parties as per the Act.

Furthermore, the members may refer the transactions pertaining to the related party is mentioned under the nancial statements and the Non-Executive Directors do not have pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

A)The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto inAnnexure-III and forms part of this Report. B)The details of the Top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in

Annexure-IV and forms part of this Report.

C)None of the employees of the Company has drawn remuneration of 1,02,00,000 or more per annum or 8,50,000 or more per month or for any part of the year, except Mr. Rohan Prakash Lade, Managing Director, whose remuneration during FY 2025-26 was 1,08,00,000/-.

D)None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was 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, exceeding two percent of the equity shares of the Company.

INTERNAL FINANCIAL CONTROL:

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

The internal control system reviewed by M/s. L.B. Kale & Co, Chartered Accountants, the Internal Auditor of the Company from time to time. Some are the below objectives of the Internal nancial control systems, on behalf of the 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.

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

REPORTING OF FRAUDS:

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

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Your Company do not have any subsidiaries, associates, and joint ventures.

DEPOSITS:

During the year under review, your Company has not accepted or 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 Deposit) Rules, 2014, 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 AND INVESTMENT:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board has constituted a Corporate Social Responsibility ("CSR") Committee in accordance with Section 135 of the Companies Act, 2013 ("the Act"). The Board has also framed a CSR Policy as per the recommendations of the CSR Committee. The updated CSR Policy is available on the Companys website at https://www.bewltd.com/our-policies.html under Policies Section.

1(One) meeting of committeewas held on January 29, 2026 during the year ended 31st March, 2026. The details of the composition of the Committee, meetings and attendance during the year are as under:

Sr. No.	Name of Directors Designation	Mr.Abhishek Agarwal Independent Director	Mr. Ratnakar Venkappa Rai Independent Director	Mrs. Sangita Bhamesh Kamble Independent Director
1.	29/01/2026	Y	Y	Y

During the year under review, the Company spent 28,06,000/- towards approved CSR activities against its CSR obligation of 29,32,473/- The Company has also set-off excess CSR expenditure of 1,26,531/- (Rupees One Lakh Twenty-Six Thousand Five Hundred Thirty-One Only) incurred in a previous FY 2023-24 and FY 2024-25 against the CSR obligation for the FY 2025-26, in accordance with the applicable provisions of the Companies Act, 2013 and the CSR rules.

The composition of the Committee, contents of the CSR Policy, and the report on CSR activities carried out during the nancial year ended March 31, 2026, are provided in the Annual Report on CSR, as prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out as ‘Annexure V forming a part of this Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO:

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, signi cant 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 or changes in the process in order to optimize energy and power consumption, 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 encouraged all the employees/workers to conserve energy.

(b) Absorption of Technology:

The efforts were 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.

Bene ts derived as a result of the above efforts:

Better efficiency in operations, Greater precision,

Retention of existing customers and expansion of customer base, The Company has not imported any technology during the year under review;

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, the following details pertain to earnings and outgoings in foreign exchange:

Foreign Exchange	Financial year ended March 31, 2026	Financial year ended March 31, 2025
1. Earnings	1,45,82,800/-	14,68,81,244/-
2. Outgoing	50,676/-	81,56,977/-

RISK MANAGEMENT:

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as of December 31, 2025. 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 identi cation and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS:

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

AUDITORS:

During the year under review, the Board at their meeting held on September 30, 2025 appointed M/s. Nagulapati & Co. LLP, Chartered Accountants, (Firm Registration No. 118041W/ W101121) as the Statutory auditor of Company for the nancial year 2025-26 to hold office until the conclusion of the next Annual General Meeting of the Company to ll the casual vacancy caused by the resignation of M/s J.N. Gupta & Co. LLP, Chartered Accountants (Firm Registration No.006569C/W100892) with the effect from September 26, 2025.

The Independent Auditors Report for scal 2026 provided by M/s. Nagulapati & Co. LLP, Chartered Accountants contain the following observation/remark:

Observation of Auditor

Management Response

Based on our examination, which included test checks, we observed that the company has not implemented an accounting software with an audit trail (edit log) feature for maintaining its books of account during the nancial year. Consequently, the requirements as stipulated under Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended, pertaining to the operation and maintenance of an audit trail throughout the year, have not been complied with.

The management is in the process of implementation of audit trail facility in its accounting software to enhance the maintenance of its books of accounts and it has purchased new accounting software named SAP and the training of the same is under process.

The Independent Auditors Report is integrated in the 15th Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which mandate the appointment of Company Secretary in practice to furnish a secretarial audit report, the Company has appointed M/s. Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer-reviewed rm, as the Secretarial Auditor.

The Board of Directors of Company has engaged M/s. Deep Shukla & Associates to conduct the secretarial audit for the nancial year ended March 31, 2026. The Secretarial Audit Report, as required under Section 204 of the Act, contain the following

Observation of Auditor	Management Response
Based on our veri cation and audit report provided by Statutory Auditor, the Company has not implemented the audit trail facilities in his accounting software for maintaining its books of accounts during the nancial year under review.	The management is in the process of implementation of audit trail facility in its accounting software to enhance the maintenance of its books of accounts and it has purchased new accounting software named SAP and the training of the same is under process.

The Secretarial Auditors Report for scal 2026 is enclosed as Annexure VI to the Boards report, which forms part of this

Integrated Annual Report.

COST RECORDS AND COST AUDIT:

Pursuant to provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 and based on recommendations of the audit committee, the Board at their meeting held on July 19, 2025 approved the re-appointment of M/s. Gaurav Jain & Associates, Cost Accountant, (Firm Registration No. 004160) as the cost auditors of the Company for conducting the cost audit of accounting records maintained by the Company for the nancial year 2025-26, at the remuneration of 6,00,000/- per nancial year.

COMPLIANCE WITH 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 2025-26.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://www.bewltd.com/annualreturn.html

REPORT ON THE CORPORATE GOVERNANCE:

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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertake that, when the provisions become applicable, it will be duly complied with within a period of 6 (six) months.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisionsrelatedtotheconstitutionofInternalCommittee (IC) as required under the Act.

Following is summary of sexual harassment complaints received and disposed off during the year 2025-26 and duly submitted with the district collector office:

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 led	NIL

DIRECTOR RESPONSIBILITY STATEMENT:

a) Your Directors state that: in the preparation of the annual accounts for the year ended March 31, 2026, 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 as at March 31, 2026 and of the pro t of the Company for the year ended on that date; 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 had prepared the annual accounts on a going concern basis; e)the Directors have laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and were operating effectively; and 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.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the statutory provisions of the Maternity Bene t Act, 1961.

OTHER DISCLOSURE

There was no revision of the nancial statements for the nancial year under review.

No application has been made under the Insolvency and Bankruptcy Code. Therefore, the requirement to disclose the details of any application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the nancial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT:

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would like to express its sincere appreciation for the assistance and co-operation received from the nancial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

For & on behalf of the Board of Directors of
BEW Engineering Limited
Rohan Prakash Lade	Arpit Pratapbhai Shah
Managing Director	Independent Director
DIN: 00460811	DIN: 07469577
Place: Mumbai	Place: Mumbai
Date: August 26, 2026