BMW Ventures Ltd Management Discussions

1. Global Economic Overview

The global economy in calendar year 2025 displayed cautious resilience amid persistent geopolitical tensions, evolving trade-policy realignments, and a measured easing of monetary policy across major central banks. The International Monetary Fund estimates global growth at around 3.2 per cent for 2025, with emerging market and developing economies outperforming advanced economies by a comfortable margin. Inflation in most large economies continued its downward glide path, allowing the U.S. Federal Reserve, the European Central Bank and the Reserve Bank of India to begin cautiously normalising interest rates.

Commodity markets remained range-bound. Crude oil hovered between USD 70 and USD 85 per barrel through most of the year, while base-metal prices, including iron ore and steel, witnessed a moderate cyclical recovery in the latter half supported by replenishment demand in Asia. Supply-chain stability improved meaningfully compared to the post-pandemic dislocations of the preceding years.

2. Indian Economic Overview

India retained its position as the fastest-growing major economy. As per the First Advance Estimates released by the Ministry of Statistics & Programme Implementation, Indias real GDP is estimated to grow at 7.4 per cent during FY 2025-26, up from 6.5 per cent in FY 2024-25, with nominal GDP growth of approximately 8.00 per cent. Manufacturing and construction sectors are estimated to grow at around 7.00 per cent, while the services sector continued to be the principal engine of growth.

Gross Fixed Capital Formation expanded by an estimated 7.8 per cent on the back of sustained public capital expenditure and a gradual revival in private investment. The Union Budget 2025-26 retained an aggressive capex outlay of approximately 11.21 lakh crore, with infrastructure capital outlay touching nearly 3.1 per cent of GDP. The continued thrust under the Gati Shakti Master Plan, the National Infrastructure Pipeline, the Production-Linked Incentive (PLI) schemes across fourteen sectors and the Jal Jeevan Mission collectively created broad-based downstream demand for steel, building materials and farm mechanisation, all of which are core verticals of the Company.

3. Bihar State Economic Snapshot

Bihar, the principal geography of the Companys operations, has emerged as one of the fastest-growing states of India. The Gross State Domestic Product (GSDP) for FY 2025-26 is projected at approximately 10.97 lakh crore at current prices, registering a year-on-year growth of around 22 per cent. The states GSDP has expanded at a CAGR of 11.42 per cent between FY 2015-16 and FY 2025-26.

Bihar received a record railway-budget allocation of 10,066 crore in FY 2025-26, multiple greenfield airport projects at Sultanganj and Raxaul, the Mukhyamantri Gramin Setu Yojana proposing 700 rural bridges, and a continued thrust on rural electrification, irrigation and housing. These developments collectively translate into a structural uptick in demand for TMT bars, structural steel, galvanised sheets, PVC pipes, pre-engineered buildings and farm mechanisation the precise product categories the Company services.

4. Industry Structure and Developments

4.1 Iron and Steel Industry

India retained its standing as the worlds second-largest producer of crude steel. As per provisional data released by the Ministry of Steel, Indias crude steel output grew by over 10.7 per cent year-on-year to approximately 168.4 million tonnes during FY 2025-26, with finished steel consumption reaching around 164 million tonnes, reflecting a 7-8 per cent year-on-year increase. Indias total installed steel capacity has crossed 220 MTPA and is firmly on track towards the National Steel Policy target of 300 MTPA by 2030.

Construction and infrastructure continued to be the largest end-use segment, followed by automotive, capital goods, railways and housing. Long products particularly TMT bars, wire rods, structural sections and galvanised sheets, which constitute the bulk of the Companys trading basket witnessed steady offtake on the back of central and state-level infrastructure spend, accelerated execution under PMAY (Urban and Gramin), and rapid expansion of Tier-2 and Tier-3 real-estate markets. Government measures including the imposition of a safeguard duty on certain flat-steel imports in April 2025 and the third round of the Specialty Steel PLI scheme launched in November 2025 provided incremental support to domestic producers.

4.2 Tractor and Farm Mechanisation Industry

The Indian tractor industry posted its strongest year on record. Domestic tractor wholesales reached approximately 11.60 lakh units in FY 2025-26 as compared to 9.40 lakh units in FY 2024-25, registering a robust year-on-year growth of approximately 23.47 per cent. FADA retail data corroborated the trend with retail sales of over 10.50 lakh units, the first instance of the Indian tractor retail market crossing the ten-lakh milestone

John Deere India Private Limited, whose tractors and spare parts the Company distributes across Bihar, sold approximately 98,772 units during FY 2025-26, registering a year-on-year growth of 23.8 per cent. The growth was driven by a favourable monsoon, healthy reservoir levels, strong rabi and kharif sowing, supportive Minimum Support Prices, and the continued thrust on rural credit, direct benefit transfers and farm-mechanisation subsidies.

4.3 PVC Pipes Industry

Indias PVC pipes market is estimated at approximately 3.1 million tonnes in 2025 and is projected to expand at a CAGR of 6.59 per cent through 2034. Growth drivers include the Jal Jeevan Mission targeting universal piped water supply, the Swachh Bharat Mission, PMAY housing roll-out, the Atal Mission for Rejuvenation and Urban Transformation (AMRUT 2.0), and accelerating private real-estate construction. Raw-material (PVC resin) prices showed moderate softness during the year, which aided margin stability.

4.4 Fabrication Business (Pre-Engineered Buildings (PEB) and Railway Girders)

The Indian PEB market was estimated at USD 2.26 billion in 2025 and is projected to grow at a CAGR of approximately 12-13 per cent through the rest of the decade, driven by PLI-scheme factory build-out across fourteen sectors, e-commerce warehousing under the National Logistics Policy, data-centre infrastructure, semiconductor and EV manufacturing facilities, and large-format industrial parks. The railway-girder segment continues to benefit from the Indian Railways capacity-expansion programme, including the doubling of lines, freight corridors and a record FY 2025-26 capex outlay.

The Companys Purnea fabrication facility, which is RDSO-approved and has a fabrication capacity of approximately 24,000 MTPA for PEBs and steel girders, is well placed to participate in these opportunities.

4.5 Construction Equipment Rental

With infrastructure execution gathering pace, the Indian construction-equipment rental market has registered double-digit growth. Rental adoption historically low in India relative to mature markets is being driven by contractor preference for asset-light models, GST input-credit benefits, and faster project turnaround requirements.

5. Company Overview

BMW Ventures Limited, incorporated in 1994 and having its headquartered in Patna, Bihar, is a diversified business house operating across five complementary verticals: ? Trading and distribution of iron and steel products TMT bars, GC sheets, HR sheets, wire rods, galvanised colour-coated sheets, GP sheets, hollow sections, pipes, screws and allied products primarily sourced from Tata Steel Limited. ? Authorised distributor of tractors, tractor engines and spare parts of John Deere India Private Limited across the State of Bihar.

Manufacturing of PVC pipes under the "BMW Polytube" brand.

Fabrication of Pre-Engineered Buildings (PEBs) and Railway Girders (RDSO-approved) from the Companys Purnea facility.

Rental of construction equipment.

During the year under review, the Company successfully completed its Initial Public Offering (IPO) aggregating 231.66 crore and its equity shares were got listed on the National Stock Exchange of India Limited and BSE Limited with effect from October 01, 2025 a defining milestone in the Companys 31-year journey. The Companys steel-distribution franchise spans 1300+ dealers across 29 of the 38 districts of Bihar, supported by six stockyards (one at Purnea and five at Patna).

6. Opportunities and Threats

6.1 Opportunities

Sustained Government capex on roads, railways, urban infrastructure, irrigation and housing translating directly into long-steel demand. ? Bihar-specific tailwinds, including the states 22 % GSDP growth projection, expanded railway allocation and rural-bridges programme. ? Continued strong rural sentiment supporting growth in tractor and farm-mechanisation sales of the Companys OEM partner, John Deere.

Expanding addressable market for PEBs and railway girders, where the Company holds an RDSO approval a high-entry-barrier qualification. ? Listed-company status improves brand visibility, vendor trust and ability to attract talent and institutional credit.

6.2 Threats and Concerns

? Volatility in steel prices, freight costs and PVC-resin prices, which are linked to global commodity cycles and crude-oil prices. ? Heavy concentration of steel revenue from a single principal supplier; any disruption in supply, change in commercial terms or shift in distribution policy could affect the trading business ? Geographic concentration of operations in Bihar ? Dependence on monsoon and farm incomes for the tractor distribution business ? Evolving regulatory environment GST, BIS quality control orders, and the four newly notified Labour Codes.

7. Segment-wise / Product-wise Performance

Based on the internal financial reporting reviewed by the management, the Companys various business activities have been aggregated into a single operating segment in accordance with the criteria specified in Ind AS 108 "Operating Segments". Accordingly, no separate segment-wise disclosures are required to be made. However, the bulk of the Companys revenue continues to be derived from the trading and distribution of iron and steel products, with other verticals (tractor distribution, PVC pipes, PEB and railway girders, and equipment rental) providing complementary contributions.

8. Discussion on Financial Performance

The Company delivered a steady operating performance during FY 2025-26 while simultaneously executing a transformational change in its capital structure through the Initial Public Offering. The summary of audited standalone financial performance is set out below:

( in Lakhs)

Particulars	FY 2025-26	FY 2024-25	Change (%)
Revenue from Operations	2,27,823.90	2,06,203.52	10.48%
Other Income	419.24	529.69	(20.85%)
Total Income	2,28,243.14	2,06,733.21	10.40%
EBITDA*	8,214.69	8209.61	(0.06%)
Particulars	FY 2025-26	FY 2024-25	Change (%)
Finance Costs	3,006.44	3,778.75	(20.44%)
Depreciation & Amortisation	635.64	499.09	27.36%
Profit Before Tax	4,991.85	4,461.46	11.89%
Tax Expense	1,243.54	1,179.13	5.46%
Profit After Tax	3,748.31	3,282.33	14.20%
Earnings Per Share ( )	4.99	5.18	(3.67%)

* EBITDA = Profit Before Tax + Finance Costs + Depreciation & Amortisation Other income. (All figures in Lakhs, except EPS and percentage figures.)

8.1 Key Performance Highlights

? Revenue from Operations grew by 10.48% to 2,27,823.90 Lakhs, on the back of steady volumes in steel distribution and a healthy contribution from tractor distribution and the manufacturing verticals. ? Profit After Tax grew by 14.20% to 3,748.31 Lakhs, supported by a 20.44% reduction in finance costs following deleveraging of the balance sheet from IPO proceeds. ? EBITDA was largely stable at 8,633.93 Lakhs, with margins consistent with the inherent characteristics of a high-turnover, working-capital-intensive distribution business ? Earnings per Share at 4.99 was marginally lower than 5.18 in the previous year, on account of the enlarged equity share-capital base post the IPO, partially offset by higher absolute profits.

8.2 Balance-Sheet Strengthening

Total Equity (Net Worth) more than doubled from 21,011.78 Lakhs as at March 31, 2025 to 44,184.65 Lakhs as at March 31, 2026, primarily on account of the IPO proceeds and accretion of profits.

Total Borrowings were sharply reduced from 42,838.55 Lakhs to 25,794.36 Lakhs a reduction of approximately 17,044 Lakhs (39.79%) consequent to deployment of IPO proceeds towards repayment of identified borrowings.

Long-term borrowings stand fully repaid, transitioning the Company to a substantially more conservative capital structure. ? Finance costs declined by 20.44% to 3,006.44 Lakhs, reflecting the benefit of lower average borrowings during the latter part of the year.

9. Key Financial Ratios

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the key financial ratios are set out below:

Ratio	FY 2025-26	FY 2024-25	Change (%)
Debtors Turnover (times)	10.75	13.52	-20.49%
Inventory Turnover (times)	7.60	6.33	20.06%
Interest Coverage Ratio (times)	2.66	2.18	22.02%
Current Ratio (times)	1.95	1.23	58.54%
Debt-Equity Ratio (times)	0.58	2.04	-71.57%
Operating Profit Margin (%)	3.51%	4.00%	-12.25%
Net Profit Margin (%)	1.65%	1.59%	3.77%
Ratio	FY 2025-26	FY 2024-25	Change (%)
Return on Net Worth (%)	11.50%	16.54%	-30.47%

10 Explanation for Significant Variances ( 25%)

Current Ratio: The improvement reflects substantial repayment of current borrowings out of IPO proceeds, together with a higher current-asset base, leading to a markedly stronger liquidity position.

Debt-Equity Ratio: The Debt-Equity Ratio declined sharply on the back of (i) repayment of borrowings of approximately 173.50 crore from IPO proceeds and (ii) doubling of net worth as a result of the fresh-equity issuance, leaving the Company with a far stronger and more flexible capital structure.

Return on Net Worth: The reduction is entirely a consequence of the substantial expansion of the equity base on account of the IPO completed during the year. Profits for FY 2025-26 are computed on the enlarged net-worth denominator that benefits from a full year of equity expansion, whereas the IPO proceeds were available for deployment only from the second half of the year. The ratio is expected to normalise progressively as the IPO proceeds are fully deployed into business operations.

10. Outlook

The outlook for FY 2026-27 remains constructive. The Company will continue to focus on the following strategic priorities: ? Scaling up the core steel-distribution franchise by deepening dealer penetration across the untapped talukas of Bihar.

Building order-book momentum in PEBs and railway girders, where the Purnea facilitys RDSO accreditation provides a competitive moat. ? Selectively scaling the PVC-pipes business. ? Deploying the strengthened balance sheet towards working-capital efficiency, debtor-cycle management, and prudent capital expenditure. ? Strengthening governance, investor-communication and ESG disclosures, consistent with the

Companys status as a newly listed entity.

12. Risks and Concerns

The Company has instituted a Risk Management Policy and a Risk Management Committee mandated to identify, assess and mitigate the principal risks faced by the business. The key risk categories and their respective mitigation approaches are summarised below:

Commodity-Price Risk: Steel, PVC and freight prices are inherently cyclical. The Company mitigates this through back-to-back order arrangements with principals, inventory-velocity discipline, and disciplined pricing pass-through to dealers.

Concentration Risk: Concentration of steel revenue from a single OEM is mitigated by the strength of a 30-year-plus association with Tata Steel and by progressive diversification across business verticals.

Credit and Receivables Risk: Mitigated through a structured dealer-credit policy, security cheques, periodic ledger reconciliation, credit insurance where appropriate, and a centralised collections and AR-ageing review.

Regulatory Risk: Compliance is monitored by an in-house secretarial and legal team supported by external advisors, especially in relation to SEBI (LODR) Regulations, the four newly notified Labour Codes (notified on 21st November, 2025), GST, BIS quality control orders and environmental regulations.

Geographic Concentration Risk: Phased expansion beyond Bihar is being evaluated for select verticals.

Cybersecurity and IT Risk: Periodic vulnerability assessments, data-backup protocols and access-control frameworks are in place.

Climate and ESG Risk: The Company is progressively building its ESG-disclosure framework and aligning with the Business Responsibility and Sustainability Reporting (BRSR) requirements applicable to listed entities.

13. Internal Control Systems and Their Adequacy

The Company has in place an adequate system of internal financial controls commensurate with the size, scale and complexity of its operations. The Board, supported by the Audit Committee, periodically reviews the design, implementation and operating effectiveness of these controls. Internal audits are carried out by an independent firm of Chartered Accountants, with audit observations reviewed by the Audit Committee at its quarterly meetings

The Statutory Auditors have audited the financial statements for the year ended March 31, 2026 and have issued an unmodified opinion. The Company also has in place a Whistle-Blower/Vigil Mechanism Policy, a Code of Conduct, an Insider-Trading Policy and a Related-Party Transactions Policy as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

14. Utilisation of IPO Proceeds

During the year, the Company completed its Initial Public Offering aggregating 23,166.00 Lakhs (gross). Net proceeds after offer-related expenses of 2,499.30 Lakhs amounted to 20,666.70 Lakhs. The utilisation of net proceeds as on March 31, 2026 is summarised below:

Object of the Issue	Net Proceeds Allocated ( Lakhs)	Utilised upto 31.03.2026 ( Lakhs)	Unutilised Balance ( Lakhs)
Repayment / Prepayment of Borrowings	17,375.00	17,375.00	Nil
General Corporate Purposes	3,291.70	3,291.70	Nil
Total	20,666.70	20,666.70	Nil

The net proceeds have been utilised in accordance with the Objects of the Issue as disclosed in the Offer Document, with the only deviation being an upward revision of offer-related expenses from 1,803.30 Lakhs to 2,499.30 Lakhs, adjusted against the allocation for General Corporate Purposes. There has been no diversion of funds from the originally stated objects of the Issue.

15. Material Developments in Human Resources / Industrial Relations

The Company believes that its people are its most valuable asset. The Company maintained a cordial and productive industrial-relations climate throughout the year, with no man-days lost on account of industrial unrest. The Company continued to invest in skill-development, on-the-job training and structured performance management. The Company has in place a Prevention of Sexual Harassment (POSH) policy and an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

On November 21, 2025, the Government of India notified the four Labour Codes the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 consolidating 29 existing labour laws. The Company has assessed the impact and is of the view that there is no material financial impact at the present stage. The Company continues to monitor the finalisation of the Central and State Rules and will give appropriate accounting effect, if any, as and when required.

16. Environmental, Social and Governance (ESG) Initiatives

As a newly listed entity, the Company is progressively building its ESG framework. The Company is committed to:

(i) reducing energy consumption and adopting energy-efficient practices at its Purnea fabrication facility, PVC-pipe manufacturing unit and stockyards;

(ii) responsible sourcing, with steel procurement linked to Tata Steels sustainability-aligned supply chain;

(iii) safe working conditions and zero tolerance for any form of workplace harassment; and

(iv) strong governance practices led by an experienced Board with appropriate independent representation, robust committee structures and transparent investor disclosures.

17. Cautionary Statement

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include, inter alia, economic conditions affecting demand-supply and price conditions in the domestic and overseas markets in which the Company operates, changes in Government regulations, tax laws, statutes, the regulatory environment, monsoon conditions, raw-material prices and other incidental factors. The Company undertakes no obligation to publicly update or revise any forward-looking statement on the basis of any subsequent development, information or event.

For and on behalf of the Board of Directors

BMW Ventures Limited

Sd/-

Bijay Kumar Kishorepuria

Chairman & Executive Director

DIN: 00626283

Place: Patna

Date: May 27, 2026