Your Directors are pleased to present the 44TH (Forty-fourth) Annual Report together with Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of your Company ("BMWIL") for the Financial Year ended 31st March, 2026 ("FY 2025-26").
financial highlights
| Particulars | standalone | consolidated | ||
| FY 2025-26 | FY 2024-25 | FY 2025-26 | FY 2024-25 | |
| Revenue from Operations | 66407.42 | 62671.28 | 66,522.92 | 62862.08 |
| Other Income | 1470.92 | 1006.67 | 1,478.92 | 1.006.78 |
| Total Income | 67878.34 | 63677.95 | 68001.84 | 63868.86 |
| Profit before Depreciation, Finance Cost, Exceptional Item and Tax | 18029.10 | 15871.17 | 17992.62 | 15822.03 |
| Finance Costs | 1885.98 | 1430.73 | 1888.15 | 1432.91 |
| Depreciation & Amortization | 5204.79 | 4388.21 | 5226.46 | 4409.87 |
| Exceptional Item | Nil | Nil | Nil | Nil |
| Profit Before Tax | 10938.33 | 10052.23 | 10878.01 | 9979.25 |
| Tax Expenses | 2774.95 | 2515.34 | 2801.00 | 2494.95 |
| Profit after Tax | 8163.37 | 7536.89 | 8077.01 | 7484.30 |
| Other Comprehensive Income | 23.52 | 6.97 | 23.47 | 8.57 |
| Total Comprehensive Income | 8186.89 | 7543.86 | 8100.48 | 7492.87 |
During the Financial Year ended March 31, 2026, the National Company Law Tribunal, Kolkata Bench (NCLT) approved the Scheme of Amalgamation involving the Company and its wholly owned subsidiaries i.e. Nippon Cryo Private Limited and BMW Iron & Steel Industries Limited. The Scheme was approved on 26th September, 2025 with appointed date of April 1, 2024. After fulfilling all conditions, both the wholly owned subsidiaries were amalgamated into the Company. Accordingly, figures of previous year and current year have been restated.
financial performance highlights & state of companys affairs
Your Company has achieved robust growth in its business segment both in terms of production and financial numbers. During the financial year 2025-26, your Company has achieved a gross total income of Rs.68001.84 Lakh on consolidated basis as against Rs.63868.86 Lakh in previous year.
The profit before tax during the year on consolidated basis was Rs. 10878.01 Lakh as against Rs. 9979.25 Lakh in the previous year. The profit after tax during the year on consolidated basis was Rs. 8077.01 Lakh as against Rs. 7484.30 Lakh in the previous year.
Similarly, on standalone basis your company has achieved a gross total income of Rs. 67878.34 Lakh as against Rs. 63677.95 Lakh in the previous year and profit before tax of Rs. 10938.33 Lakh as against Rs. 10052.23 Lakh in the previous year and profit after tax of Rs. 8163.37 Lakh as against Rs. 7536.89 Lakh in the previous year.
Detailed financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report forming part of this report.
material changes occurred between the end of the financial year under review and the date of this report
There were no material changes and commitments, affecting the financial position of your Company which have occurred between the end of the Financial Year and the date of the report.
subsidiaries, joint ventures and associate companies
a) Subsidiaries
The Consolidated Financial Statement of the Company and its subsidiary, prepared in accordance with Indian
Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS), form part of this integrated Annual Report and are reflected in the Consolidated Financial Statement of your Company. The Annual Financial Statements of the subsidiary and related detailed information will be made available to Members seeking information at any time.
Pursuant to the provision of section 136 of the Act, the Audited Standalone and Consolidated financial statements of the Company for the Financial Year ended 31st, March 2026 along with relevant documents and separate Audited financial statements in respect of subsidiary are available on the website of the Company at https://www.bmwil.co.in/financials/.
During the period under review, two subsidiaries of BMWIL; Nippon Cryo Private Limited and BMW Iron & Steel Industries Limited has amalgamated with BMWIL pursuant to the Order dated 26th September, 2025 of the Honble National Company Law Tribunal (NCLT), Kolkata Bench under section 230- 232. The appointed date of the amalgamation scheme was 1st April, 2024. As on 31st March, 2026, Sail Bansal Service Centre Limited is the sole subsidiary of BMW Industries Limited.
b) Joint Ventures & Associate Company
During the period under review, your Company does not have any Joint Venture and Associate Company.
Further, pursuant to pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. a separate statement containing the salient features of the financial statement of the subsidiary, in the prescribed format Form AOC-1, forms part of this integrated Annual Report and is marked as Annexure-"1". The annual accounts of the subsidiary company is available on the Companys website and will be made available to the shareholders on request and will also be kept for inspection by the shareholders at the registered office of your Company.
Further, the Company has adopted a Policy for determining Material subsidiaries in terms of Regulation 16 (1) (c) of Listing Regulations. The Policy approved by the Board is available on the website of the Company at https://www.BMWil.co.in/corporate- codes-and-policies/
name of companies which have ceased to be its subsidiaries, joint ventures or associate companies during the year
a) Subsidiaries
BMW Iron & Steel Industries Limited and Nippon Cryo Private Limited
During the period under review, BMW Iron & Steel Industries Limited, material subsidiary of the Company and Nippon
Cryo Private Limited, subsidiary of the Company has amalgamated with BMW Industries Limited pursuant to the Order dated 26th September, 2025 of the Honble National Company Law Tribunal (NCLT), Kolkata Bench under section 230- 232 of the Companies Act, 2013. The appointed date of the amalgamation scheme was 1st April, 2024.
b) Joint Ventures
Your Company has no Joint Venture.
c) Associate Company
Your Company has no Associate Company.
amalgamation
During the period under review, BMW Iron & Steel Industries Limited, material subsidiary of the Company ("Transferor Company 1") and Nippon Cryo Private Limited, subsidiary of the Company ("Transferor Company 2") has amalgamated with BMW Industries Limited ("Transferee Company"), pursuant to the Order dated 26th September, 2025 of the Honble National Company Law Tribunal (NCLT), Kolkata Bench under section 230- 232 of the Companies Act, 2013. The appointed date of the amalgamation scheme was 1st April, 2024.
dividend
Your Company has adopted a Dividend Distribution Policy in accordance with the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ‘Listing Regulations). The Policy, inter alia, intends to ensure that a balanced and concise decision is taken with regard to distribution of dividend to the shareholders and retaining capital to maintain a healthy growth of the Company and lays down various parameters to be considered by the Board before declaration/recommendation of dividend to the members of the Company. The Dividend Distribution Policy is available on https://www.bmwil.co.in/wp-content/ uploads/2025/01/Dividend-Distribution-Policy_BMWIL.pdf
The Board of Directors of the Company had declared a final dividend of Re. 0.43/- (i.e. 43%) per Equity Share of the face value of Re. 1/- each for the financial year ended 31st March, 2026 on 06th May, 2026 after evaluating the financial parameters of the Company and the same to be recommended for the approval of the Shareholders at the ensuing Annual General Meeting of the Company and will be paid only in electronic form. The Record Date fixed for determining entitlement of Members to final dividend for the financial year ended 31st March, 2026, is Saturday 05th September, 2026.
If the dividend, as recommended above, is approved by the members at the forthcoming Annual General Meeting, the same will be paid within 30 days from the date of declaration to those shareholders whose name appears in the Register of Members as on the record date. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
transfer of unclaimed / unpaid amounts:
In terms of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company is required to transfer the unpaid/ unclaimed dividend amounts which remained unclaimed for seven years from the date of such transfer to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall also be transferred by the Company to the IEPF.
The details relating to unclaimed / unpaid amounts has been separately provided in the Corporate Governance Report.
transfer to general reserves
The Board of Directors does not propose to transfer any fund to the General Reserve.
annual return
In terms of Section 92(3) of the Act, the Annual Return of the Company for the financial year ended 31st March, 2026 is displayed on the website of the Company www.bmwil. co.in. The web link for the same is https://www.bmwil.co.in/ financials
share capital
As on 1st April, 2025, the Authorised Share Capital of your Company was Rs 52,94,00,000/- ( Fifty-Two Crores Ninety-Four Lakhs Only) comprising of 52,94,00,000 Equity Shares of Re. 1/- ( Rupee One Only ). Pursuant to Scheme of Amalgamation sanctioned by the National Company Law Tribunal, Kolkata Bench, the authorised share capital of BMW Iron & Steel Industries Limited and Nippon Cryo Private Limited has been merged with BMW Industries Limited. Therefore, The authorised share capital of BMW Industries Limited was increased to Rs.67,94,00,000/- (Rupees Sixty-Seven Crores Ninety-Four Lakhs only) divided into 52,94,00,000 (Fifty-Two Crores-Ninety-Four Lakhs) Equity Shares of Re. 1/- (Rupee One Only) each, aggregating to Rs.52,94,00,000/-(Rupees Fifty-Two Crores Ninety-Four Lakhs only) classified as Class A, 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each, aggregating to Rs.5,00,00,000/- (Rupees Five Crores Only), classified as Class B and 10,00,000 (Ten Lakhs) Equity Shares of Rs.100/-(Rupees Hundred Only) each, aggregating to Rs.10,00,00,000/- (Rupees Ten Crores only), classified as Class C.
Duirng the year, the Company has not issued any kind of securities including Equity Shares with differential Rights or
Sweat Equity Shares. The Company does not have any ESOP scheme. There has been no change in the Paid-Up Share Capital of the Company as on 31st March, 2026. The Companys paid up share capital continues to stand at Rs. 22,50,86,460/- (Rupees Twenty-Two Crores Fifty Lakhs Eighty Six Thousand Four Hundred and Sixty Only) consisting of 22,50,86, 460 (Twenty-Two Crores Fifty-Lakhs-Eighty-Six Thousand Four- Hundred and Sixty) Equity Shares of Re. 1/- (Rupee One Only) each.
directors & key managerial personnels
The Board ensures that day-to-day operational excellence remains continuously aligned with global best practices. The Board bears ultimate accountability for strategy formulation, significant divestments, capital expenditure, capital structure, financing decisions, policy oversight, internal controls, and the cultivation of ethical conduct. As of the date of this Integrated Annual Report, the Board reflects a balanced composition of Executive and Non-Executive Director
(a) Retirement by rotation
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Vivek Kumar Bansal (DIN: 00137120), is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.
(a) Appointment/Cessation/Change in Designation of Directors
During the financial year under review, there has been the following changes in the composition of the Board:
1. Mr. Prahlad Kumar (DIN: 05174446) was appointed as an Additional Director (Executive) of the Company by the Board of Directors based on the recommendation of Nomination & Remuneration Committee, after considering the skills, integrity, expertise and experience, with effect from 29th August, 2025, liable to retire by rotation, for a term of five consecutive years and approval of members were accorded through postal ballot on 28th November, 2025..
2. Mr. Joginder Pal Dua (DIN: 02374358) was appointed as an Additional (Non-Executive) Independent Director of the Company by the Board of Directors upon recommendation of Nomination & Remuneration Committee, after considering his skills, integrity, expertise and experience, with effect from 29th August, 2025, not liable to retire by rotation, for a term of five consecutive years and approval of members were accorded through postal ballot on 28th November, 2025.
3. Mr. Vijay Kumar Agarwal (DIN: 00735248) was appointed as an Additional (Non-Executive) Independent Director of the Company by the Board of Directors upon recommendation of Nomination & Remuneration Committee, after considering his skills, integrity, expertise and experience, with effect from 13th June, 2025, not liable to retire by rotation, for a term of five consecutive years and approval of members were accorded in AGM held on 12th September,2025.
In terms of the requirement of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has identified core skills, expertise and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.
(b) Key Managerial Personnels (KMP)
During the year under review, Mr. Prahlad Kumar was appointed as the Whole-time Director with effect from 29th August, 2025. In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2026:
1. Mr. Ram Gopal Bansal, Chairman and Wholetime Director
2. Mr. Harsh Kumar Bansal, Managing Director
3. Mr. Vivek Kumar Bansal, Managing Director
4. Mr. Prahlad Kumar, Whole-time Director
5. Mr. Vikram Kapur, CFO & Company Secretary cum Compliance Officer*
Apart from the changes mentioned in Directors, there were no changes in Key Managerial Personnel of the Company during the year under review.
*Mr. Vikram Kapur had requested to be relieved from the additional responsibility of Company Secretary cum Compliance Officer with effect from 1st August, 2026.
*Ms. Neha Jain was appointed as the Company Secretary cum Compliance Officer and Key Managerial Personnel w.e.f 14th August, 2026.
None of the Directors of the Company are disqualified as per section 164(1) or 164(2) of the Companies Act, 2013 and rules made there under. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable.
Information regarding the Directors seeking reappointment/ continuation of Directorship as required under Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the Notice convening the ensuring Annual General Meeting.
board evaluation
Your Company has formulated a Policy for performance evaluation of Independent Directors, Board Committees and other Directors, by fixing certain criteria, which was recommended by the Nomination and Remuneration Committee and adopted by the Board. The criteria for the evaluation include their functioning as Members of Board or Committees of the Directors included their contribution as well as Board composition, effectiveness of Board processes, information and functioning. The criteria for committee functioning includes effectiveness of committee meetings, performance review in accordance roles and responsibilities assigned. The criteria for evaluation of individual director included their contribution and preparedness for the issues discussed at the meetings, The Chairman was also evaluated with respect to his role.
During the year under review, the Board carried out annual evaluation in accordance with the above said Policy and expressed satisfaction and contentment on the performance of all the Directors, the Committees and the Board as a whole. The evaluation mechanism with parameters has been explicitly described in the Corporate Governance Report.
declaration by independent directors
All Independent Directors of your Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Schedule IV of the Act and rules made thereunder, as well as Regulations 16(1) (b) and 25(8) of the SEBI (LODR) Regulations, 2015 Based on the declarations received, the Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfil the criteria of independence and are independent from the management. In terms of Section 150 of the Companies Act, 2013 and rules framed thereunder, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) and has confirmed to comply with the requirements of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), within the prescribed timeline.
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.
familiarization programme undertaken for independent director (id)
In terms of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, your Company is required to conduct Familiarization Programme for Independent Directors (ID) to familiarize them about your Company including nature of Industry in which your company operates, business model, responsibilities etc. Further, pursuant to Regulation 46 of the SEBI (LODR)
Regulations, 2015, your Company is required to disseminate on its website, details of familiarization programmes imparted to the IDs including the details of the same. During the year, the Company has organized two (2) familiarization programmes. The details of the familiarization programme of Independent Directors are provided in the Corporate Governance Report. The said details are available on the website of the Company at www.bmwil.co.in.
remuneration policy
The Board has on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration Policy, which inter alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The remuneration policy of your Company aims to attract, retain and motivate qualified people at the Executive and at the Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The said policy is available on the website of the Company at https://www.bmwii.co.in/corporate-codes-and-poiicies/
directors responsibility statement
The Directors acknowledge the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and provisions of the SEBI (LODR) Regulations, 2015 and in the preparation of the annual accounts for the year ended 31st March, 2026 states that —
(a) in the preparation of the annual accounts, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year;
(c) they 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 annuai accounts have been prepared on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and that such internal financiai controis are adequate and were operating effectively; and
(f) proper systems had been devised to ensure compliance with the provisions of aii applicable laws and that such systems were adequate and operating effectively.
the board of directors and committee
(i) Board of Directors
The Board of Directors met 06 (Six) times during the year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 as weii as the SEBI (LODR) Regulations, 2015. The detaiis of the board meetings and attendance of the Directors is given in Corporate Governance Report, which forms a part of this Integrated Annuai Report.
As on the date of this Integrated Annuai Report, the Board comprises a diverse mix of Executive and NonExecutive Directors. The Board meets at reguiar intervais to discuss and decide on business poiicy and strategy apart from other Board business. However, in case of speciai and urgent business need, the Boards approvai is taken by passing resoiutions through circuiation, as permitted by iaw, which are confirmed in the subsequent Board meeting.
(ii) Committees of the Board>
As required under the Companies Act, 2013 and the SEBI (LODR) Reguiations, 2015, your Company has constituted various statutory committees. The Board has constituted six Committees to ensure proper focus on different aspects of business. Board reviews the functioning of these committees in normai course of its functioning. The different committees of the Board are:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakehoiders Reiationship Committee
4. Corporate Sociai Responsibiiity Committee
5. Risk Management Committee
6. Finance Committee.*
*The Finance Committee was renamed as "Finance & Executive Committee" w.e.f 6th May, 2026.
These committees work on areas/activities specificaiiy assigned to them by the Companies Act, 2013 and such other tasks/activities as is assigned to them by the Board.
The detaiis of Committees, their composition, terms of reference, date of meetings and attendance at the meeting have been furnished in the Corporate Governance Report forming part of this Integrated Annuai Report.
management discussion & analysis report
The Management Discussion and Anaiysis Report in compiiance with Reguiation 34(2)(e) of SEBI(Listing Obiigations and Disciosure Requirements) Reguiations,
2015, forms an integral part of this report and is marked as "Annexure- 2".
significant and material orders passed by the regulator/courts/tribunals impacting the going concern status and companys operations in future
There are no significant/material orders passed by the Regulators/ Courts / Tribunals which would impact the going concern status of the Company and its future operations.
internal financial controls and their adequacy
According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Board is responsible for ensuring that internal financial control is laid down in the Company and that such controls are adequate and operating effectively. The Companys internal control systems commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas of the company.
Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the company.
Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.
compliance with secretarial standards
The Company has complied with all the applicable provisions of Secretarial Standards issued by Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
corporate social responsibility policy
The Company has constituted a Corporate Social Responsibility (CSR) Committee, in terms of provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee reviews the CSR Plan and also monitors the progress of the CSR activities. The details of the Committee have been disclosed in the Corporate Governance Report.
The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://www.BMWil.co.in/corporate-codes-and-policies/ The Companys CSR policy provides guidelines to conduct CSR activities of the Company as well as provides governance mechanism for the same.
During FY 2025-26, the Company spent ^56.38 lakhs towards its CSR activities and positively impacted the people through its CSR programmes and initiatives.
The objective of the Companys Corporate Social Responsibility (‘CSR) initiatives is to improve the quality of life of communities globally through long-term value creation for all stakeholders.
The Annual Report on CSR activities, containing details of brief outline of the CSR Policy of the company and the initiatives undertaken by the company during the financial year ended 31st March, 2026, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure-3" to this report.
particulars regarding conservation of energy, technology absorption and foreign exchange earning and outgo
The details required pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules , 2014, relating to conservation of energy, technology absorption and Foreign Exchange Earning and outgo form part the Boards Report and marked as "Annexure -4" of the Integrated Annual Report .
auditors
(i) statutory auditors
In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors Rules) 2014, M/s. Lodha & Co. LLP Chartered Accountants (Firm Registration Number 301051E) were re-appointed for a second term as Statutory Auditors of the Company to hold office for a period of 5 (five) years from the conclusion of 40th Annual General Meeting (AGM) till the conclusion of the 45th Annual General meeting of the company to be held in the year 2027.
M/s. Lodha & Co. LLP Chartered Accountants, have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.
The Report given by the Statutory Auditors on the financial statements of the Company is part of this Integrated Annual Report. The said Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer.
The Audit Committee periodically assesses the independence of the Statutory Auditors through annual affirmation, review of non audit services, and evaluation of internal controls and safeguards designed to mitigate potential conflicts of interest.
(ii) COST AUDITORS
In accordance with Section 148 of the Companies Act, 2013, the Company duly maintains cost accounts records as required by the Central Government and a Cost Accountant conducts an audit of these records.
The Board of Directors of the Company based on the recommendation of the Audit Committee, re-appointed M/s Sohan Lai Jaian & Associates, Cost Accountants, (Firm Registration Number: 000521) as Cost Auditors of the Company for the Financial Year 2026-27 at a remuneration of Rs. 1,00,000/- plus applicable taxes and reimbursement of out of pocket expenses. M/s Sohan Lai Jaian & Associates, Cost Accountants, being eligible have consented to act as the Cost Auditors of the Company for the FY 2026-27.
As required under Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuring Annual General Meeting.
The Company has received the necessary declaration and consent from M/s Sohan Lal Jalan & Associates and they have confirmed that they are not disqualified from being appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria. The accounts and records for the above applicable businesses are made and maintained by the Company as specified by the Central Government under Section 148 (1) of the Act.
The Cost Audit Report issued during the FY 2025-26, does not contain any qualification, reservation, or adverse remark.
(iii) SECRETARIAL AUDITORS
The Company is required to appoint Secretarial Auditors for a period of 5 years commencing from FY 2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations. Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company, at the AGM held on September 12, 2025, approved the appointment of M/s MKB & Associates, Practicing Company Secretaries (Firm Registration Number: P2010WB042700) as the Secretarial Auditors of the Company for a period of five years i.e from the financial year 2025-26 till the financial year 2029-30 for conducting secretarial audit of the Company.
M/s MKB & Associates, Practicing Company Secretaries have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.
The Secretarial Audit Report, which forms part of this Integrated Annual Report, is self-explanatory, and it does not contain any qualification, reservation, adverse remark or disclaimer in the report.
The Report of the Secretarial Audit is annexed herewith as "Annexure- 5".
(iv) INTERNAL AUDITORS
In terms of the provisions of section 138 of the Companies Act, 2013, M/s. S K Agrawal & Co. Chartered Accountants LLP, was appointed by the Board of Directors as the Internal Auditor of the Company for the Financial Year 2025-26. The Report of the Internal Audit is placed before Audit Committee and Board of Directors.
The Internal Audit function provides independent and objective assurance to Management and the Board on the adequacy and effectiveness of the Companys risk management and internal control systems, with the use of data and analytics further enhancing audit coverage and efficiency.
reporting of frauds by auditors
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.
maintenance of cost records
The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance with Section 148 of the Act read with the Rules made thereunder, as amended.
RELATED PARTY TRANSACTIONS
The Company has an established and well governed framework for the approval and monitoring of Related Party Transactions (RPTs). In accordance with the Act and the Listing Regulations, the Board has adopted a comprehensive Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions (RPT Policy), which sets out the principles, approval matrix and disclosure requirements applicable to all RPTs. The said policy is available on the website of the Company at https://www. bmwil.co.in/corporate-codes-and-policies/
All the proposed related party transactions are placed before the Audit Committee for its review and approval and thereafter noted by the Board. Directors having any interest in a transaction abstain from participation in the discussions on that item. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings.
ALL RPTs entered into during the year were in the ordinary course of business and on an arms length basis. The Company did not enter into any Material RPTs during the year. Accordingly, the disclosure of details under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
The details of related party transaction in terms of Ind AS-24 are provided in the notes of Financial Statement forming part of the Annual Accounts 2025-26.
particulars of employees and related disclosures
Disclosures pertaining to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, from time to time, a statement showing the names and other particulars of the top ten employees and the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details is annexed to this Report as "Annexure - 6" and forms part of the Report.
The statement containing particulars of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Rules, forms part of this Report
vigil mechanism / whistle blower policy
The Company has in place a Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a framework to promote responsible and secured reporting of unethical behaviour, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management. The said policy is available on the website of the Company at https://www.bmwil.co.in/corporate-codes- and-poLicies/
The Company endeavours to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under the PoLicy during the year.
corporate governance report
Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out in in Regulation 17 to Regulation 27 of the SEBI(LODR) Regulations,
2015. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. The Company has also implemented several best corporate governance practices. The report on Corporate Governance as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 read with Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of this report and marked as "Annexure - 7".
As per Regulation 34(3) read with Schedule V of the Listing ReguLations a separate section on Corporate Governance Practice followed by the Company together with a certificate from Practicing Company Secretary confirming compliance of Corporate Governance as stipulated forms part of this Annual Report.
Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.
deposits
Your Company has neither accepted nor renewed any deposits from pubLic within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
change in nature of business, if any
There has been no change in the nature of business of the Company during the financial year ended 31st March, 2026.
particulars of loans, guarantees and investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.
credit rating
During the Financial Year under review, India Ratings and Research Private Limited re-affirmed and retained the credit rating. The re-affirmed credit rating reflects the Companys strong financial profile characterized by a high degree of safety regarding timely servicing of its financial obligations.
As the Company has not issued any debt instruments nor does it have any fixed deposit programme the Company was not required to obtain credit ratings in respect of the same. The credit rating from India Ratings and Research Private Limited during the financial year 2025-26 for bank facilities are IND A/StabLe/IND A1.
code of conduct
The declaration from Managing Director of the Company in respect of compliance of Code of conduct by the Board Members forms part of the Annual Report. The said policy is available on the website of the Company at https://www. Bmwii.co.in/corporate-codes-and-poiicies/
business responsibility and sustainability report ("brsr") / business responsibility report ("BRR")
SEBI has specified that BRSR/BRR to be submitted by the top 1,000 listed companies by market capitalization as per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable SEBI Circulars,.
The BRSR/BRR outlines the Companys performance across environmental, social and governance (ESG) parameters, including responsible business conduct, resource efficiency, climate resilience, circularity, labour practices, community development, and ethical governance.
Our company does not meet this threshold, hence, the Board confirms that the provisions related to BRR are not applicable for the Financial Year ended March 31, 2026. However, Company is attaching the Business Responsibility Reporting (BRR) voluntarily in "Annexure - 8".
chief executive officer (ceo) / chief financial officer (cfo) certification
As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, read with Schedule II Part B of the SEBI Listing Reguiations, Chief Financiai Officer of the Company has given the CEO/CFO Report for the financiai year ended 31st March, 2026. Such certificate is enclosed to this report and marked as "Annexure - 9"
certificate of non-disqualification of directors
As per the Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from practicing Company Secretary confirming that none of the Directors on the Board of the BMWIL for the Financial Year ending on 31st March, 2026, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority and a copy thereof is contained elsewhere in this Annual Report and marked as "Annexure - 10"
risk management policy
The Company has buiit a comprehensive risk management framework that seeks to identify aii kinds of anticipated risks associated with the business and to take remediai actions to minimise any kind of adverse impact on the Company. The Company understands that risk evaiuation and risk mitigation is an ongoing process within the organisation and is fuiiy committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operationai ieveis and the risk management process of the Company focuses mainiy on three eiements, viz. (i) Risk Assessment; (ii) Risk Management; (iii) Risk Monitoring.
The Company has formuiated and impiemented a Risk Management poiicy in accordance with Listing Reguiations, to identify and monitor business risk and assist in measures to controi and mitigate such risks.
As on date, there are no risks which in the opinion of the Board can threaten the existence of the Company.
The Companys poiicy on Risk Management are avaiiabie on the website of the Company at webiink:https://www.bmwii. co.in/wp-content/upioads/2025/01/RISK-MANAGEMENT POLICY.pdf
human resources
Your Company remains committed to fostering a cuiture that prioritises empioyee weiibeing and supports continuous iearning and deveiopment, recognising these as essentiai enabiers of iong term organisationai success.
Your company is committed to providing aii its empioyees with a heaithy and safe work environment.
Your company is organizing training programs wherever required for the empioyees concerned to improve their skiii. Empioyees are aiso encouraged to participate in the seminars organized by the externai agencies reiated to the areas of their operations.
disclosure under sexual harassment of women at workplace (prevention, prohibition & redressal) act, 2013
Your Company is committed to provide a safe and conducive work environment to aii women empioyees and has zero toierance towards sexuai harassment at workpiace. Your Company has adopted the poiicy against Sexuai Harassment of Women at Workpiace, for the purpose of preventing, prohibiting and redressing sexuai harassment of femaie empioyees inciuding permanent, temporary, on training and on contract basis at aii the workpiace within the company, which are based on the fundamentai principies of justice and fair piay.
As per the requirement of the Sexuai Harassment of Women at Workpiace (Prevention, Prohibition & Redressai) Act, 2013 (POSH Act) and Ruies made thereunder, Your Company has constituted Internai Compiaints Committees (ICC). Our POSH Poiicy is for women at workpiace, detaiiing the governance mechanisms for prevention of sexual harassment issues relating to women employees.
The following is the summary of Sexual Harassment complaints received and disposed of during the year 2025-26:
| No. of Complaints pending as on 1st April, 2025: | NIL |
| No. of Complaints received: | NIL |
| No. of Complaints Disposed of: | NIL |
disclosure of compliance with the provisions relating to maternity benefit act, 1961
During the FY 2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961.
companys website
The website of your Company www.bmwil.co.in, has been designed to present the Companys businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Directors & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Regulation 46 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with the Rules made thereunder are placed on the website.
other disclosures
During the year under the review:
i) There was no application made or any proceeding pending under the insolvency and Bankruptcy Code, 2016, involving the Company; and
ii) The Company had not entered into any one-time settlement with any Bank or any Financial Institution.
iii) All recommendations made by the Audit Committee during the year were accepted by the Board.
iv) No remuneration or commission has been received by the Managing/Whole time Director of the company from its subsidiary company
v) Separate meeting of Independent Directors was held on 24th March, 2026 details of which is provided in Corporate Governance Report.
cautionary statement
Statements in these reports describing companys projections statements, expectations and hopes are forward looking. Though, these expectations etc. are based on reasonable assumption, the actual results might differ.
acknowledgments
The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.
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