BEW Engineering Ltd Directors Report

To the members,

BEW Engineering Limited

Your Directors hereby pleased to present the (Fourteenth)14th Annual Report on the performance of BEW Engineering Limited ("the Company" or "BEW") together with the Audited Financial Statements for the Financial Year ended March 31, 2025 (‘FY 2025).

Financial Highlights:

	Standalone
Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	13,435.85	12,076.16
Other Income	91.76	43.07
Total Income	13,527.60	12,119.23
Less: Total Expenses	11,922.60	10,301.67
Profit Before Tax	1,605.00	1,817.55
Tax Expenses
- Current Tax	400.00	460.00
- Deferred Tax	(10.63)	1.50
Net Profit/(Loss) After Tax	1215.63	1,356.05
Profit/(Loss) from Discontinued operations	-	-
Tax Expense of Discontinued operations	-	-
Profit/(Loss) from Discontinued operations (after tax)	-	-
Profit/(Loss) for the period	1,215.63	1,356.05
Earnings per equity share (for continuing operation):
Basic	9.30	46.56
Diluted	9.32	47.74

Overview of Companys Business and Financial Performance:

During the financial year under review, your Company recorded a total revenue from operations of 13,435.85 lakhs as compared to 12,076.16 lakhs in the previous year (FY 2023-24) marking a year-on-year growth of 11.26%.

Further during the year, the Company has earned net profit of 1,215.63 lakhs as compared to net profit of 1,356.05 lakhs in the previous year (FY 2023-24).

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 domestic as well as 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 2024-25.

The Below is the status of the dematerialization of BEW as on March 31, 2025:

Mode	Shares	% of capital
NSDL	41,81,268	31.98
CDSL	88,92,056	68.02
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, excluding surplus if any.

Dividend:

During the year, 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 financial 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 Financial Year 2024-25 till the date of this Report, which would affect the financial position of your Company.

Share Capital:

Authorised Share Capital-

During the year under review, your Companys Authorised Share Capital as on March 31, 2025 stood at 15,00,00,000/- (Rupees Fifteen Crore Only).

Issued, Subscribed and Paid-Up Share Capital-

During the year under review, the issued, subscribed and paid-up share capital of the Company underwent the following changes pursuant to following corporate actions undertaken in accordance with the applicable statutory provisions.

1. Preferential Issue: During the year under review, your Company raised funds totaling 54,84,92,560/- (Rupees Fifty-Four Crores Eighty-Four Lakhs Ninety-Two Thousand Five Hundred Sixty Only) through a preferential issue. This involved the issuance and allotment of 3,56,164 Equity shares at an issue price of 1540/- per equity share including (10/- each face value and 1530/- premium) to 11 (Eleven) Non-promoter strategic investors.

2. Bonus Issue: Your Company issued and allotted 98,04,993 equity shares of 10/- each as fully paid up bonus shares to the existing shareholders of the Company in the ratio of 3:1; by capitalizing a sum of 9,80,49,930/- out of the securities premium account/free reserves/retained earnings.

Consequently, as on March 31, 2025, the issued, subscribed and paid-up share capital of the Company 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 FY 2023-24, the Company issued and allotted 1,00,000 convertible share warrants at an issue price of 1500/- and the allotment was made 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) on a preferential basis.

Additionally, in compliance with SEBI ICDR norms, the Company had received 3,75,00,000/- representing 25% of the total consideration of 15,00,00,000/- from the said strategic investor. The Balance 75% of the consideration was due on May 11, 2025. Further, the Company kept in fixed deposit a total consideration amount of 3,75,00,000/- raised from the issue of said warrants with NKGSB Co-operative Bank Ltd and certificate from statutory auditor for half year ended March 31, 2025 was obtained for Non-utilisation of consideration amount raised from the convertible warrants.

However, during the current financial year 2025-26, the warrants were subsequently forfeited by the Company due to nonpayment of the balance subscription amount by the warrant holder within the prescribed time. The Board of directors at their meeting held on May 22, 2025 took note of the cancellation of warrants and the forfeiture of upfront subscription amount of 3,75,00,000/-.

Reduction of share capital-

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

Buyback-

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

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

During the financial year under review, the Company did not issue any debentures, bonds, or non-convertible securities. Statement of Deviation(S) or Variation(S):

During the financial 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 and allotment 1,00,000 convertible share warrants for the half year ended September 30, 2024 and March 31, 2025 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:

A. Directors

The Directors of your Company are highly experienced and possess expertise in their respective fields.

As of March 31, 2025, the Company has 4 (Four) Directors with the optimum combination of Executive and Non- Executive Directors, including 1 (one) Woman Director as follows-

Name of Director	Designation
1. Mr. Rohan Prakash Lade	Managing Director
2. Mr. Ratnakar Venkappa Rai	Independent Director
3. Mrs. Sangita Bhamesh Kamble	Independent Director
4. Mr. Abhishek Agarwal	Independent Director

During the financial year under review, there were changes in the composition of the Board of Directors as follows:

1. Mrs. Sheela Prakash Lade holding the postion of Non-Executive and Non-Independent Director having DIN (09137915), resigned from the directorship of the Company w.e.f. May 08, 2024.

2. Mr. Prakash Bhalchandra Lade holding the position of Chairman and Director of the Company having DIN (02122493), passed away on December 29, 2024. The Board places on record its sincere appreciation for the valuable services rendered by the honorary Chairman during his tenure. The Board and the Company convey their heartfelt condolences to the bereaved family.

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

B. 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.

C. Key Managerial Personnel

During the year under review, there were no changes in a Key Managerial Personnel ("KMP").

As of March 31, 2025, 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 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

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

The Company has received declarations from all the Independent Directors of the Company confirming 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 proficiency required under the applicable laws. The Board of Directors took note of these declarations and confirmations, after undertaking due assessment of their veracity.

As of March 31, 2025, the following independent Directors were on the Board:

1. Mr. Ratnakar Venkappa Rai

2. Mrs. Sangita Bhamesh Kamble and

3. Mr. Abhishek Agarwal

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, 2025, the following Directors were on the Board:

Name of Director	Director Identification Number (DIN No.)
1 Rohan Prakash Lade	00460811
2 Ratnakar Venkappa Rai	00126309
3 Sangita Bhamesh Kamble	10130251
4 Abhishek Agarwal	09624370

During the financial year under review, seven (7) 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	Mr. Prakash Bhalchandra Lade	Mr. Rohan Prakash Lade	Mr. Ratnakar Venkappa Rai	Mr. Abhishek Agarwal	Mrs. Sangita Bhamesh Kamble	Mrs. Sheela Prakash Lade
Designation	Chairman & Director	Managing Director	Independent Director	Independent Director	Independent Director	Non- Executive and Non- Independent Director
Date of Board Meeting
1. 07/05/2024	Y	Y	Y	Y	Y	Y
2. 13/05/2024	Y	Y	Y	Y	Y	NA
3. 23/08/2024	Y	Y	Y	Y	Y	NA
4. 15/10/2024	Y	Y	Y	Y	Y	NA
5. 28/10/2024	Y	Y	Y	Y	Y	NA
6. 14/11/2024	Y	Y	Y	Y	Y	NA
7. 25/01/2025	NA	Y	Y	N	Y	NA

Legend: Y: Attended; N: Not Attended, NA: Not Applicable

Committees:

- Audit Committee

As of March 31, 2025, the audit committee comprises of all 3 (three) Independent Directors Mr. Ratnakar Venkappa Rai, Mr. Abhishek Agarwal, Mrs. Sangita Bhamesh Kamble, possess the strong knowledge of accounting and financial management.

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.

05 (Five) 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-

Name of Directors	Mr. Ratnakar Venkappa Rai	Mr. Abhishek Agarwal	Mrs. Sangita Bhamesh Kamble
Designation	Independent Director	Independent Director	Independent Director
1. 13/05/2024	Y	Y	Y
2. 23/08/2024	Y	Y	Y
3. 15/10/2024	Y	Y	Y
4. 14/11/2024	Y	Y	Y
5. 02/01/2025	Y	Y	Y

Legend: Y: Attended; N: Not Attended, NA: Not Applicable

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. The policy is available on our website https://www.bewltd. com/report/Audit%20Committee%20Charter.pdf

- Nomination & Remuneration Committee:

Pursuant to Section 177 read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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, recommended 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.

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

Name of Directors	Mr. Ratnakar Venkappa Rai	Mr. Abhishek Agarwal	Mrs. Sangita Bhamesh Kamble	Mrs. Sheela Prakash Lade
Designation	Independent Director	Independent Director	Independent Director	Non- Executive & NonIndependent Director
1. 13/05/2024	Y	Y	NA	NA
2. 23/08/2024	Y	Y	Y	NA
3. 13/01/2025	Y	Y	Y	NA

Legend: Y: Attended; N: Not Attended, NA: Not Applicable

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

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/our-policies.html

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 Prakash Lade	Managing Director	1,08,00,000
2. Late Mr. Prakash Bhalchandra Lade	Chairman & Director	45,00,000
3. Mr. Yogesh Khandu Darekar	Chief Financial Officer	20,05,660
4. Ms. Bhavna Dwarkadas Kukreja	Company Secretary and Compliance Officer	7,20,766

- 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.

01(One) meeting of the Committee was held on March 22, 2025 during the year ended 31st March, 2025. 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
1. 22/03/2025	Y	N	Y

Legend: Y: Attended; N: Not Attended, NA: Not Applicable

The details of complaints received and resolved during the Financial Year ended March 31, 2025 are given in the Table below.

Particulars	Number of Compliant
Number of complaints carried forwards at the end of financial year March 31, 2024	0
Complaints received during the year	0
Complaints disposed off during the Financial Year	0
Number of Complaints on year end March 31, 2025	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 specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Name of Directors	Mr. Ratnakar Venkappa Rai	Mr. Abhishek Agarwal	Mrs. Sangita Bhamesh Kamble
Designation	Independent Director	Independent Director	Independent Director
1 20/03/2025	Y	N	Y

Legend: Y: Attended; N: Not Attended, NA: Not Applicable

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.

- Internal Complaints Committees

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 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 are the details of the complaint position of your Company for the year ended on December 31, 2024.

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

- 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 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/Policv%20and%20Procedures%20for%20inquirv%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, this 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 financial year 2024-25.

Particulars of Complaints	No. of Complaints
No. of Complaints carried forward as on March 31, 2024	0
No. of Complaints receiving during FY 2024-25	0
No. of Complaints at the end of financial year on March 31, 2025	0

This policy is available on the Company Website at https://www.bewltd.com/report/Vigil%20mechanism%20Whistle%20 Blower%20Policy.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 individual and collective feedback from the Directors. The Nomination Remuneration and Evaluation Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board, and the Board as a whole.

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 flow 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 satisfied 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 proficiency.

Management Discussion and Analysis Report (Mdar):

The Management Discussion and Analysis Report 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%20Party%20Transaction%20BEW.pdf

All contracts/ arrangements/ transactions entered by Company during the FY 2024-25 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.

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.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT) exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require members approval. However, 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 financial 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 in Annexure-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 2024-25 was 1,08,00,000/-. Since there are no other employees falling under this category, the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

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 confirmed that your Company has standard, system and processes which enables it to implement internal financial controls with respect to the financial 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 financial 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.

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.

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.

Disclosures Relating to Subsidiaries, Associates and Joint Ventures:

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

Deposits:

During the financial 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 are provided in the standalone financial statements.

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 CSR Policy is available on the Companys website at https://www.bewltd.com/report/Corporate%20Social%20 Responsibilitv%20Policv-04-2024.pdf

01(One) meeting of committee was held on February 20, 2025 during the year ended 31st March, 2025. The details of the composition of the Committee, meetings and attendance during the year are as under:

Name of Directors	Mr. Abhishek Agarwal	Mr. Ratnakar Venkappa Rai	Mrs. Sangita Bhamesh Kamble
Designation	Independent Director	Independent Director	Independent Director
1. 20/02/2025	Y	Y	Y

During the year under review, the Company has spent 24 lakhs (approx. 2.01% of the average net profits of the immediately preceding three financial years) towards identified and approved CSR initiatives covered under Schedule VII to the Act, through implementing agencies.

The composition of the Committee, contents of the CSR Policy, and the report on CSR activities carried out during the financial year ended March 31, 2025, 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, 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 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.

Benefits 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, 2025	Financial year ended March 31, 2024
Earnings	14,68,81,244/-	8,57,32,900/-
Outgoing	81,56,977/-	4,02,28,362/-

Risk Management:

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization 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.

Material Orders of Judicial Bodies/Regulators:

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

Auditors:

M/s J.N. Gupta & Co. LLP, Chartered Accountants (Firm Registration No.006569C/W100892), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 11th AGM held on September 20, 2022.

The Independent Auditors Report for fiscal 2025 provided by M/s J N Gupta & Co. LLP, Chartered Accountants contain the following observation/remark:

Observation of Auditor	Management Response
The Company has not implemented an accounting software with an audit trail (edit log) feature for maintaining its books of account during the financial 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.

The Independent Auditors Report is integrated in the 14thAnnual 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 firm, as the Secretarial Auditor.

The Board of Directors of Company has engaged M/s. Deep Shukla & Associates to conduct the secretarial audit for the financial year ended March 31, 2025. The Secretarial Audit Report, as required under Section 204 of the Act, contain the following observation-

Observation of Auditor	Management Response
Based on our verification 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 financial 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.

The Secretarial Auditors Report for fiscal 2025 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 May 13, 2024, approved the appointment of M/s. Gaurav Jain & Associates, Cost Accountant, (Firm Registration No. 004160) as the cost auditors of the Company for conducting cost audit of accounting records maintained by the Company for the financial years 2023-24 and 2024-25, at the remuneration of 6,00,000/- per financial 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 2024-25.

Annual Return:

The Annual Return of the Company as on March 31, 2025 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 six months.

Disclosures Pertaining to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has in place 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 provisions related to the constitution of Internal Complaints Committee as required under the Act.

Following is summary of sexual harassment complaints received and disposed off during the year 2024-25 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 filed	NIL

Director Responsibility Statement:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, 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, 2025 and of the profit 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 financial controls to be followed by the Company and that such internal financial 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.

Other Disclosure

> The Ministry of Corporate Affairs (MCA) through amendments to the Companies (Appointment and Qualification of Directors) Rules, 2014, has mandated the registration of KYC of all Directors. All directors of BEW have complied with these requirements for the financial year 2024-25.

> There was no revision of the financial statements for the financial 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 financial year is not applicable.

> The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement 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 financial 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	Ratnakar Venkappa Rai
Managing Director	Independent Director
DIN: 00460811	DIN: 00126309
Place: Mumbai Date: August 28, 2025	Place: Mumbai