BWL Ltd Directors Report

Dear Members,

Your Directors hereby present the 54th Annual Report of your Company for the financial year ended 31st March, 2026.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2026 is summarized below:

Rs in ‘ Lakhs

	Financial year Ended 31st March 2026(Rs.)	Financial year ended 31st March 2025(Rs.)
Turn over	-	-
Profit / (Loss) before interest, Depreciation & Taxes	(43.34)	249.43
Add/Less Depreciation & Amortization Expenses	(1.27)	(3.20)
Profit / (Loss) for the year	(42.07)	246.23
Balance Brought forward from last year	(1,224.00)	(463.54)
(Loss) carried to Balance Sheet	(42.07)	145.23

2. DIVIDEND:

In view of accumulated loss, your Directors regret their inability to recommend any dividend.

3. OVERVIEW OF COMPANYS FINANCIALPERFORMANCE:

Due to various circumstances, the company had to stop production in the year 2008. Since then, company is not in operation. The management is now exploring the possibilities to enter into new product line by relocating the unit after transfer of Leasehold right of land situated at plot no 6, 7 & 8 Industrial Area, Bhilai. In due course of time, the Board will put up the proposal for restarting the unit with existing new business before the shareholders for their approval.

4. SHARE CAPITAL

There is no Change to the Authorized, issued, Subscribed & paid up capital of the company during the year under review.

5. RELATED PARTY TRANSACTION

The related party transactions during the year within the meaning of Section 188 (1) of Companies Act, 2013 have been disclosed in Annexure C to the Boards Report in form AOC-2. The Company has formulated a policy on materiality of Related party Transactions, while dealing in Related party Transactions, in accordance with relevant provisions of Companies Act, 2013 and LODR Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of related party transactions as required under Ind AS 24 are set out in Note 27 to the Financial Statement forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2)of the Companies (Accounts) Rules, 2014 is set out as Annexure (C) to this Report.

6. INVESTOR EDUCATION AND PROTECTION FUND:

The Companys operations are suspended for last 18 years. No amount of unpaid dividends and shares are pending for transfer to the above fund.

7. MATERIAL CHANGES AFFECTING THE COMPANY:

There is no business of the company. There is no material change, eijther in business or otherwise, during the year under review, which has affecting the company.

8. SEXUAL HARRASMENT:

There is no women employee in the Company.

9. AUDIT COMMITTEE:

The Audit Committee was constituted on 31st January, 2001. the functioning of the Audit Committee is governed by a charter duly approved by Board which is in line with the provision of section 177 of the companies Act, 2013.

The role of the Audit Committee includes the following:

1. Oversight of the companys financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommendation for appointment, re-appointment, terms of appointment / reappointment and, if required, the placement or removal of the statutory auditor and the fixation of audit fees/remuneration.

3. Approval of Payment to statutory Auditors for any other services rendered by Statutory Auditors.

4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of sub - section (5) of section 134 of the companies Act, 2013.

• Changes, if any, in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgement by the Management.

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any Related party transactions.

• Qualifications in the draft Audit Report.

5. Reviewing with the management, the quarterly financial statements, before submission to the Board for approval.

6. Evaluation of internal financial controls and risk management system.

8. Reviewing, with the management, performance of statutory and internal auditor and adequacy of the internal control systems.

9. Discussion with Statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

Any other issue mandate by Rules or referred by Board of Directors.

Attendance of members at the meeting of Audit Committee held during the financial year ended 31.03.2026 were as under: -

Members	Category	no. of meetings Held	No. of meetings attended
Malay Sengupta	Independent Director	4	2
Jahar Bagchi	Independent Director	4	4
Amita Saha	Non Executive Director	4	4
Soma Chakraborty	Independent Director	4	2

The Chairman of the audit Committee was present at the last AGM held on 20.08.2025.

10. DISCLOSURES BY SENIOR MANAGEMENT & KEY MANAGERIAL PERSONNEL:

No Senior Management Personnel have made any disclosures of dealing in companys shares.

11. DETAILS OF NON-COMPLIANCE BY THE COMPANY:

BWL has generally tried to comply with all the requirements of regulatory authorities. However, there have some missing/non compliance for which penalty was levied. Company has paid such penalty.

12. CODE FOR PREVENTION OF INSIDER-TRADING PRACTICES:

In compliance with the SEBI regulations for Insider Trading and the provisions of Companies Act, 2013, the Company has in place a comprehensive Code of Conduct for Prevention of Insider Trading, for its management and staff. The Company Secretary has been appointed as the Compliance officer.

The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. Dates as flow of information in SDD software is maintained. A certificate to this effect has been made by CS.

13. WHISTLE-BLOWER POLICY / VIGIL MECHANISM:

BWL has established a forum to which Directors, employees, business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal through direct touch initiative. All Directors, employees, business associates have been enabled to have direct access to the Chairman of the Audit Committee; the forum of this has been named Direct Touch team.

14. CEO/ CFO CERTIFICATION:

The CEO and CFO certification on the financial statements and the cash flow statement for the year is placed at the end of this Report.

15. LEGAL COMPLIANCE REPORTING:

The Board of Directors reviews in detail, on a quarterly basis, the report of compliance with respect to all applicable laws and regulations. Any non-compliance is taken up by the Board with utmost business fixation of accountability and reporting of steps taken for rectification of non-compliance.

16. PUBLIC DEPOSIT:

Company has not taken any deposit from public.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

• During the year 2025-26, Ms. Soma Chakraborty has been inducted as independent director. She is Cost Accountant and Company Secretary engaged as Executive director of a listed company based at Kolkata. Her appointment was approved in last AGM. Shri Malay Sengupta, ID, resigned on health ground.

• Due to the Demise of Mr. Shyam Sunder Niyogi, in place of him Mr. Ranjan Sen was appointed as CFO of the Company and his appointed was approved by the Board.

18. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES

Please refer Annexure (A) to this Report.

19. ANNUAL EVALUATION OF BOARD SPERFORMAN CE:

Performance of each Independent Director is subject to evaluation by the entire Board, excluding the Director being evaluated.

Performance evaluation by the Board in terms of criteria laid down is the determining factor of extending, continuing, discontinuing and revisioning terms of appointment, of a director after expiry of his term.

20. NUMBER OF MEETINGS OF THEBOARD

4 (Four) meetings have been held during the FY 2025-26.

21. DECLARATION OFINDEPENDENCE

Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013, and Rules there under.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

In the preparation of the annual accounts for the financial Year ended 31st March, 2026 ,the applicable Indian Accounting Standards and Schedule III of the Companies Act, 2013, have been followed.;

(a) 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 your Company as at 31st March, 2026 and of the profit and loss of the Company for the financial year ended 31stMarch, 2026.

(b) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(c) the annual accounts have been prepared on a ‘going concern basis;

(d) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(e) Proper systems to ensure compliance with the provisions of all applicable laws were place and that such systems were adequate and operating effectively.

23. AUDITORS AND AUDITORS REPORT:

M/s G Basu and Co., Chartered Accountants, Kolkata, have been appointed as Auditors from the year to 2022 for five years. The Auditors of the company has issued Independent auditors report on the Audit of the Financial statements for the financial year ended 31st March, 2026.

24. SECRETARIAL AUDIT:

M/s Soma Saha, Company Secretary in practice, have been appointed as Secretarial a Auditor for the year 2025-26. The Secretarial Audit Report is annexed herewith as “Annexure - [B]” to this Report.

25. ANNUAL RETURN:

This is available in the companys website. (www.bhilaiware.com).

26. RELATED PARTYTRANSACTIONS:

Company has taken loan from related parties, mentioned above.

27. CORPORATE SOCIALRESPONSIBILITY:

Not applicable, since Company do not come under preview of section 135 of the Companies Act, 2013.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Please refer Annexure [D] to this Report.

29. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

Nil.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL (IFC) WITH REFERENCE TO THE FINANCIAL STATEMENTS (RULE 8 (5) (VIII)

OF COMPANIES (ACCOUNTS) RULES, 2014.

Despite meager activity level due to prolonged suspension of work IFC mechanism is sound enough to ensure true and fairness of financial statements in limited context of Companys functioning.

31. FRAUD REPORTING.

No fraud report was made during the year.

32. INSOLVENCY AND BANKRUPTCY CODE.

Company does not fall under IBC.

33. ONE TIME SETTLEMENT.

No One time settlement was made.

34. APPRECIATION

Your Directors express their appreciation for support extended by the employees, customers, vendors and other agencies. The members wish to place on record their sincere appreciation for the wise council, guidance and cooperation extended, by all Shareholders. The Board expresses their gratitudetoshareholdersfortheircontinuedconfidencereposedonthemanagement.

	For and on behalf of the Board
	Sunil Khetawat
	Managing Director & CEO
Place: Kolkata
Date: 04.08.2026.