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 31^st March, 2026 ("FY 2025-26”).

FINANCIAL HIGHLIGHTS (Rupees in Lakhs) (Rupees in Lakhs)

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 26^th 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 company''s 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 31^st, 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 26^th September, 2025 of the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench under section 230- 232. The appointed date of the amalgamation scheme was 1^st April, 2024. As on 31^st 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 Company''s 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 26^th September, 2025 of the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench under section 230- 232 of the Companies Act, 2013. The appointed date of the amalgamation scheme was 1^st 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 26^th September, 2025 of the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench under section 230- 232 of the Companies Act, 2013. The appointed date of the amalgamation scheme was 1^st 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 31^st March, 2026 on 06^th 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 31^st March, 2026, is Saturday 05^th 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

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 31^st March, 2026. The Company''s 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 29^th August, 2025, liable to retire by rotation, for a term of five consecutive years and approval of members were accorded through postal ballot on 28^th 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 29^th 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 28^th 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 13^th 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 12^th 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 Company''s 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 29^th August, 2025. In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31^st 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 1^st August, 2026.

*Ms. Neha Jain was appointed as the Company Secretary cum Compliance Officer and Key Managerial Personnel w.e.f 14^th 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.

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 31^st 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 Board''s 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 6^th 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 company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 31^st 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 Board''s 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 40^th Annual General Meeting (AGM) till the conclusion of the 45^th 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 Company''s 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 arm''s 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 31^st 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 Company''s 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 Company''s 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 31^st 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 31^st 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 Company''s 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 1^st 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.

company''s website

The website of your Company www.bmwil.co.in, has been designed to present the Company''s businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director''s & 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 24^th March, 2026 details of which is provided in Corporate Governance Report.

cautionary statement

Statements in these reports describing company''s 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.

Your directors take great pleasure in presenting the 43^rd (Forty-third) Annual Report together with Audited Annual
Financial Statements (including Audited Consolidated Financial Statements) of the Company (“BMWIL”) for the Financial
Year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

(Rupees in lakh)

FINANCIAL PERFORMANCE HIGHLIGHTS &
STATE OF COMPANY’S AFFAIRS

Your company has achieved robust growth in their
business segments both in terms of production and
financial numbers. During the financial year 2024-25
your company has achieved a gross total income of Rs.
63868.86 Lakh during the year on consolidated basis
as against Rs. 60,247.46 Lakh in the previous year. The
profit before tax during the year on consolidated basis
was Rs. 9979.25 Lakh as against Rs. 8,631.65 Lakh in
the previous year. The profit after tax during the year on
consolidated basis was Rs. 7484.30 Lakh as against Rs.
6,369.23 Lakh in the previous year.

Similarly, on standalone basis your company has
achieved a gross income of Rs. 56643.22 Lakh as against
Rs. 53,943.12 Lakh in the previous financial year. The
profit before tax was Rs. 7802.85 Lakh as against Rs.
7,999.34 Lakh in the previous year and profit after tax
was Rs. 6359.51 Lakh as against Rs. 5,906.15 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 THE REPORT

There were no material changes and commitments,
affecting the financial position of the Company which has
occurred between the end of the financial year to which
the financial statements relate and the date of the report.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

a) Subsidiaries

The Consolidated Financial Statements of the
Company and its subsidiaries, prepared in
accordance with Indian Accounting Standards
notified under the Companies (Indian
Accounting Standards) Rules, 2015 (‘Ind AS''),
form part of the Annual Report and are reflected
in the Consolidated Financial Statements of the
Company. The Annual Financial Statements
of the subsidiaries and related detailed
information will be made available to Members
seeking information at any time. They are also
available on the website of the Company at
https://www.bmwil.co.in/financials/

Further a statement containing the salient
features of the financial statements of each of
the subsidiaries, associates in the prescribed
format Form AOC-1, forms part of the Annual
Report and marked as “Annexure-I”. The
annual accounts of the subsidiary companies
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.bmwM.
co.in/corporate-codes-and-policies/

Further, one of the subsidiaries of the Company
i.e., BMW Iron & Steel Industries Limited has
become a material subsidiary of the Company
during the Year. Being a material subsidiary,
the Company was required to undergo a
Secretarial Audit and its Secretarial Audit
report was required to be annexed with the
Annual report of its Holding Company i.e., with
BMW Industries Limited under regulation
24 A of the Listing Regulations. The same is
provided as a separate annexure “Annexure-
5A” forming part of this Board''s Report.

Further, the Board of Directors of the Company,
at its meeting held on August 14, 2024,
approved the proposed amalgamation of its
wholly-owned subsidiaries, i.e., BMWISIL and
NCPL, with the Company, i.e., BMW Industries
Limited (“BMWIL”). The matter is currently
pending final approval from the Hon''ble
National Company Law Tribunal (“NCLT”). The
NCLT has already issued the First Motion
Order on December 13, 2024, and the Second
Motion Order on March 6, 2025, both in favor
of the proposed amalgamation. The final order
is currently awaited.

b) Joint Ventures

Your Company has no Joint Venture.

c) Associate Company

Your Company has no Associate Company.

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 the website of the
Company at www.bmwil.co.in

In line with the Policy and in recognition of the financial
performance during financial year 2024-25, your
Directors had recommended a final dividend of 43% i.e.
Re. 0.43 per equity share of Re. 1/- each.

If the dividend, as recommended above, is declared
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 TO THE INVESTOR EDUCATION
AND PROTECTION FUND:

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 to
the investor education and protection fund has been
separately provided in the Corporate Governance Report.

TRANSFER TO GENERAL RESERVE

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 draft Annual
Return for the financial year ended 31^st March, 2025 is
displayed on the website of the Company www.bmwil.co.in

and forms an integral part of this Annual Report. The web
link for the same is https://www.bmwil.co.in/financials/

SHARE CAPITAL

During the year, the Company has not issued any kind
of securities. The Company''s paid-up share capital
continues to stand at Rs. 22,50,86,460 consisting of
22,50,86,460 equity shares of Re.1 each as on 31^st
March 2025. The Company''s equity shares are listed on
BSE Limited and Calcutta Stock Exchange Limited (CSE).

DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Re-appointment of Mr. Ram Gopal Bansal (DIN
- 00144159)

Pursuant to the provisions of Section 152(6) of
the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules,
2014, Mr. Ram Gopal Bansal (DIN - 00144159), will
retire by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for
re-appointment.

(b) Appointment/ Cessation of Directors during
the period under review

• Mrs. Priti Todi (DIN: 01318570) was appointed
as an Additional Independent Director of
the Company by the Board of Directors
upon recommendation of Nomination &
Remuneration Committee, after considering the
skills, integrity, expertise and experience, with
effect from 5^th September, 2024, not liable to
retire by rotation, for a term of five consecutive
years and approval of members were accorded
in the AGM held on 30^th September, 2024.

• Mr. Sunil Kumar Parik (DIN: 00884149)
and Mr. Rampriya Sharan (DIN: 05304025),
Non-Executive Independent Directors of
the Company ceased from the Board of the
Company w.e.f 30^th September, 2024 due to
his expiry of term of five years as Independent
Directors of the Company.

• Mr. Dilip Kumar Mandal (DIN: 03313130) was
appointed as a Non-Executive Independent
Director of the Company w.e.f 10^th December,
2024. However, Director ceased due to his
poor health condition w.e.f 17^th March, 2025
from the Board of the Company.

(c) Key Managerial Personnel (KMP)

During the year under review and pursuant to
the provisions of Section 203 of the Companies
Act, 2013 there has been change in the Key
Management Personnel. Mr. Abhishek Agarwal,

CFO of the Company ceased to hold office and
Mr. Vikram Kapur, Company Secretary and
Compliance Officer was re-designated as a CFO
& Company Secretary cum Compliance Officer
w.e.f 19^th October, 2024. Whereas, Mr. Ram Gopal
Bansal, Whole Time Director, Mr. Harsh Kumar
Bansal, Managing Director, Mr. Vivek Kumar
Bansal, Managing Director continued to hold their
position in the company.

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 re¬
appointment as required under Regulation 36 of
the Listing Regulations and Secretarial Standard-2
has been given in the Notice convening the ensuing
Annual General Meeting.

BOARD EVALUATION

The 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 and Regulation 16 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME UNDERTAKEN
FOR INDEPENDENT DIRECTOR

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 policy is
available on the website of the Company at https://www.
bmwil.co.in/corporate-codes-and-policies/

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 the 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.bmwil.co.in/corporate-codes-and-policies/

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 31^st March, 2025 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 annual 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
financial controls are adequate and were operating
effectively; and

(f) proper systems had been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

THE BOARD OF DIRECTORS AND COMMITTEE

(i) Board of Directors

The Board meets at regular intervals to discuss and
decide on business policy and strategy apart from
other Board business. However, in case of special
and urgent business need, the Board''s approval is
taken by passing resolutions through circulation,
as permitted by law, which are confirmed in the
subsequent Board meeting.

During the year under review, 14 (fourteen) Board
Meetings were convened, the details of which are
given in the Corporate Governance Report. The
intervening gap between the Meetings was within
the period prescribed under the Companies Act,
2013 as well as the SEBI (LODR) Regulations, 2015.

(ii) Committees of the Board

The Board has constituted its six Committees
to ensure proper focus on different aspects of
business. Board reviews the functioning of these
committees in normal course of its functioning.
The different committees of the Board are Audit
Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, Risk
Management Committee and Finance Committee.
These committees work on areas/activities
specifically assigned to them by the Companies Act,
2013 and such other tasks/activities as is assigned
to them by the Board.

The details 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 Annual

Report. There has been no instance where the
Board has not accepted the recommendations of the
Audit Committee.

MANAGEMENT DISCUSSION & ANALYSIS
REPORT

The Management Discussion and Analysis Report in
compliance with Regulation 34(2) (e) of Listing forms an
integral part of this report and marked as “Annexure- 2”.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the
financial position of your Company have occurred
between the end of the financial year of the Company
to which financial statements relates and the date
of this report.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATOR/COURTS/
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN
FUTURE

There were no significant and material orders passed
by the Regulators or Courts or Tribunals during the year
impacting the going concern status and the operations
of the Company in future.

INTERNAL FINANCIAL CONTROLS

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 Company''s 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 Company''s 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.

CORPORATE SOCIAL RESPONSIBILITY

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 formulates
and 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/

Since there was no unspent amount, the Company was
not required to transfer any amount to any fund or
separate bank account during the year, in accordance
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

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 31^st March, 2025, 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
Board''s Report and marked as “Annexure -4” .

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 as Statutory Auditors
of the Company for a second term till the conclusion
of the 45^th Annual General meeting of the company
to be held in the year 2027.

The Statutory Auditor''s Report on the Financial
Statement for the financial year ended 31^st March,
2025 forms part of this Annual Report. The Auditor''s
Report is self-explanatory and does not contain any
qualification or reservations or adverse remark or
report of fraud.

(ii) COST AUDITORS

The Board of Directors of the Company appointed
M/s Sohan Lal Jalan & Associates, Cost Accountants,
(Firm Registration Number 000521) as Cost Auditors
of the Company for the financial year 2025-26 in
accordance with Section 148 of the Companies Act,
2013 read with the Companies (Cost Record & Audit)
Rules 2014 at a remuneration of Rs. 1,00,000/- plus
applicable taxes and reimbursement of out of pocket
expenses. The remuneration is required to be
approved by the shareholders at the ensuing Annual
General Meeting and a resolution to such effect is
included in the notice of Annual General Meeting.

(iii) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the
Company had appointed M/s MKB & Associates,
Company Secretaries (Firm Registration Number
(P2010WB042700) a firm of Company Secretaries
in Practice to undertake the Secretarial Audit
of the Company from the financial year 2025¬
26 till the financial year 2029-30. The Report
of the Secretarial Audit is annexed herewith as
“Annexure- 5.

With reference to the observation regarding Board
composition for the period from September 30,
2024 to December 9, 2024, it is stated that the
Board appointed a new Independent Director within
three months of the cessation of the previous
Independent Director, thereby restoring compliance
with the applicable requirements. The interim
time was necessitated by a thorough process of
identifying and appointing a suitably qualified and
competent individual.

(iv) INTERNAL AUDITORS

S K Agrawal & CO. Chartered Accountants LLP,
was appointed by the Board of Directors as the
Internal Auditor of the Company for FY 2024-25. The
Report of the Internal Audit is placed before Audit
Committee and Board of Directors.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory
auditors nor the secretarial auditors has reported
to the Audit Committee under Section 143(12) of the
Companies Act, 2013 any fraud committed against
the Company by its officers or employees, the details
of which need to be mentioned in the Board''s Report.

RELATED PARTY TRANSACTIONS

As required under the SEBI (LODR) Regulations,
2015, related party transactions are placed
before the Audit Committee for approval.
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 the related party transactions that were
entered into during the financial year were on an
arm''s length basis and in the ordinary course of
business and in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 there were no materially
significant related party transaction which may
have conflict with interest of the company or which
are required to be reported in form AOC-2.

The Company has formulated a policy on related
party transactions for purpose of identification and
monitoring of such transactions. The said policy is
available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/

The details of related party transaction entered
during the year are provided in the notes of
Financial Statement.

PARTICULARS OF EMPLOYEES & RELATED
DISCLOSURES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
is annexed to this Report as “Annexure 6" and forms
part of the 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

The Company is committed to maintain the highest
standards of corporate governance and adhere to
the corporate governance requirements as set out
by SEBI. The Company has also implemented several
best corporate governance practices. The report on
Corporate Governance as stipulated under Schedule V
of the SEBI (LODR) Regulations, 2015 forms an integral
part of this report and marked as “Annexure- 7 .

As per the 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 the 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.

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
31^st March, 2025.

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 notes to the Financial Statements.

There was no loans and advances in the nature of loans
to firms/companies in which directors are interested.

CODE OF CONDUCT

The declaration from Managing Director of the Company
in respect of compliance of Code of conduct by the Board
Members and Senior Management personnel forms part
of the Annual Report. The said policy is available on the
website of the Company at https://www.bmwil.co.in/
corporate-codes-and-policies/

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR) / BUSINESS
RESPONSIBILITY REPORTING (BRR)

SEBI has specified that BRSR 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.
Our company does not meet this threshold, hence,
the Board confirms that the provisions related to
BRSR are not applicable for the financial year ended
March 31, 2025. 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, the CEO/CFO 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 Company for the
Financial Year ending on 31^st March, 2025 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 built a comprehensive risk
management framework that seeks to identify all kinds
of anticipated risks associated with the business and to
take remedial actions to minimise any kind of adverse
impact on the Company. The Company understands that
risk evaluation and risk mitigation is an ongoing process
within the organisation and is fully committed to identify
and mitigate the risks in the business. The identification
of risks is done at strategic, business and operational
levels and the risk management process of the Company
focuses mainly on three elements, viz. (i) Risk Assessment;

(11) Risk Management; (iii) Risk Monitoring.

The Company has formulated and implemented a
Risk Management policy in accordance with Listing
Regulations, to identify and monitor business risk and
assist in measures to control and mitigate such risks.

The Audit Committee examines inherent and unforeseen
risks in accordance with the policy on a periodical

and ensures that mitigation plans are executed with
precision. The Board is also briefed about the identified
risks and mitigation plans undertaken by basis the
management at regular intervals.

As on date, there are no risks which in the opinion of the
Board can threaten the existence of the Company.

The Company''s policy on Risk Management are available
on the website of the Company at www.bmwil.co.in.

HUMAN RESOURCES

Your company continues to enjoy cordial relationship
with its personnel at all levels and focusing on attracting
and retaining competent personnel and providing a
holistic environment where they get opportunities to
grow and realize their full potential. Your company is
committed to providing all its employees with a healthy
and safe work environment.

Your company is organizing training programs wherever
required for the employees concerned to improve their
skill. Employees are also encouraged to participate in
the seminars organized by the external agencies related
to the areas of their operations.

NAME OF COMPANIES WHICH HAVE CEASED
TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE
YEAR

None

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment
at workplace as per the requirement of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act'') and Rules
made thereunder. Executive members of the Board of
Directors of the Company are authorized to redress
complaints received regarding sexual harassment.

The following is the summary of Sexual Harassment
complaints received and disposed of during
the year 2024-25:

No. of Complaints pending as on 1^st April, 2024: NIL

No. of Complaints received: NIL

No. of Complaints Disposed of: NIL

COMPANY’S WEBSITE

The website of your Company www.bmwil.co.in, has
been designed to present the Company''s businesses
up-front on the home page. The site carries a
comprehensive database of information including
the Financial Results of your Company, Shareholding
pattern, Director''s & 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 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.

CAUTIONARY STATEMENT

Statements in these reports describing company''s
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 during this challenging period. 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.

For and on behalf of the Board
Sd/-

Ram Gopal Bansal

Place: Kolkata Chairman

Date: 16.05.2025 DIN: 00144159

Your directors take great pleasure in presenting the 42nd (Forty Second) Annual Report together with Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS

2. FINANCIAL PERFORMANCE HIGHLIGHTS & STATE OF COMPANY’S AFFAIRS

Your company has achieved robust growth in their business segments both in terms of production and financial numbers During the financial year 2023-24 your company has achieved a gross total income of Rs. 60,247.46 Lakh during the year on consolidated basis as against Rs. 57,146.99 Lakh in the previous year. The profit before tax during the year on consolidated basis was Rs. 8,631.65 Lakh as against Rs. 7,512.22 Lakh in the previous year. The profit after tax during the year on consolidated basis was Rs. 6,379.81 Lakh as against Rs. 5,448.17 Lakh in the previous year.

Similarly on standalone basis your company has achieved a gross income of Rs. 53,943.12 Lakh as against Rs. 51,643.27 Lakh in the previous financial year. The profit before tax was Rs. 7,999.34 Lakh as against Rs. 6,147.26 Lakh in the previous year and profit after tax was Rs. 5,906.15 Lakh as against Rs. 4,414.65 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.

There are no material changes or commitments affecting the financial position of the Company which has occurred between the end of financial year and the date of Report.

3. SUBSIDIARY COMPANIES &CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS''), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The Annual Financial Statements of the subsidiaries and related detailed information will be made available to Members seeking information at any time. They are also available on the website of the Company at www.bmwil.co.in.

Further a statement containing the salient features of the financial statements of each of the subsidiaries, associates in the prescribed format Form AOC-1, forms part of the Annual Report and marked as “Annexure-I”. The annual accounts of the subsidiary companies 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.

4. 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 the website of the Company at www.bmwil.co.in

In line with the Policy and in recognition of the financial performance during financial year 202324, your Directors had recommended a final dividend of 21% i.e. Re. 0.21 per equity share of Re. 1/- of the company in addition to an interim dividend of Re. 0.22 per equity share of Re.1/- which has been paid during the year 2023-24.

If the dividend, as recommended above, is declared 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.

5. TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND:

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 to the investor education and protection fund has been separately provided in the Corporate Governance Report.

6. TRANSFER TO GENERAL RESERVE

The Board of Directors does not propose to transfer any fund to the General Reserve.

7. SHARE CAPITAL

During the year, the Company has not issued any kind of securities. The Company''s paid-up share capital continues to stand at Rs. 22,50,86,460 consisting of 22,50,86,460 equity shares of Rs.1 each as on 31st March 2024. The Company''s equity shares are listed on BSE Limited (BSE) and Calcutta Stock Exchange Limited (CSE).

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Re-appointment of Mr. Harsh Kumar Bansal (DIN - 00137014)

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Harsh Kumar Bansal (DIN-00137014), will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

(b) Re-appointment of Ms. Monica Chand (DIN: 09221662)

Ms. Monica Chand (DIN: 09221662) has been recommended for re-appointment as an Independent Director of the Company by the Board of Directors upon recommendation of Nomination & Remuneration Committee, on the basis of the report of performance evaluation undertaken and after considering the skills, integrity, expertise and experience and considering contribution for the growth and development of the Company, with effect from 30^th June, 2024, not liable to retire by rotation, for a second term of five consecutive years, subject to approval of members at ensuing AGM of the Company.

(c) Appointment of Ms. Priti Todi (DIN: 01318570)

Ms. Priti Todi (DIN: 01318570) was appointed as an Additional Independent Director of the Company by the Board of Directors upon recommendation of Nomination & Remuneration Committee, after considering the skills, integrity, expertise and experience, with effect from 5th September, 2024, not liable to retire by rotation, for a term of five consecutive years, subject to approval of members at ensuing AGM of the Company.

(d) Key Managerial Personnel (KMP)

During the year under review and pursuant to the provisions of Section 203 of the Companies

Act, 2013 there has been no change in the Key Management Personnel. Mr. Ram Gopal Bansal, Whole Time Director, Mr. Harsh Kumar Bansal, Managing Director, Mr. Vivek Kumar Bansal, Managing Director, Mr. Abhishek Agarwal, CFO, and Mr. Vikram Kapur, Company Secretary and Compliance Officer continue to hold their position in the company.

None of the Directors of the Company are disqualified as per section 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 re-appointment 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.

9. BOARD EVALUATION

The 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.

10. 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 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. FAMILIARIZATION PROGRAMMEUNDERTAKEN FOR INDEPENDENT DIRECTOR

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 of the Ids 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 familiarization Programmes. The details of the familiarization programme of Independent Directors are provided in the Corporate Governance Report. The said policy is available on the website of the Company at https:// www.bmwil.co.in/corporate-codes-and-policies/

12. 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 the 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.bmwil.co.in/corporate-codes-and-policies/

13. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors acknowledges 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, 2024 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 loss 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 annual 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 financial controls are adequate and were operating effectively; and

(f) proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. THE BOARD OF DIRECTORS AND COMMITTEE

(i) Board of Directors

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. However, in case of special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. During the year under review, nine Board Meetings were convened the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015.

(ii) Committees of the Board

The Board has constituted six Committees of the Board to ensure proper focus on different aspects of business. Board reviews the functioning of these committees in normal course of its functioning. The different committees of the Board are Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Finance Committee. These committees work on areas/ activities specifically assigned to them by the Companies Act, 2013 and such other tasks/ activities as is assigned to them by the Board.

The details 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 Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34(2) (e) of Listing forms an integral part of this report and marked as “Annexure- 2”.

16. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which financial statements relates and the date of this report.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR/COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

18. INTERNAL FINANCIAL CONTROLS

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 Company''s 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 Company''s 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.

19. CORPORATE SOCIAL RESPONSIBILITY

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 formulates and 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/

Since there was no unspent amount, the Company was not required to transfer any amount to any fund or separate bank account during the year, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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, 2024, 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.

20. 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 Board''s Report and marked as “Annexure -4” .

21. 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. Chartered Accountants (Firm Registration Number 301051E) were re-appointed as Statutory Auditors of the Company for a second term till the conclusion of the 45th Annual General meeting of the company to be held in the year 2027.

The Statutory Auditor''s Report on the Financial Statement for the financial year ended 31st March, 2024 forms part of this Annual Report. The Auditor''s Report is self-explanatory and does not contain any qualification or reservations or adverse remark or report of fraud.

(ii) COST AUDITORS

The Board of Directors of the Company appointed M/s Sohan Lal Jalan & Associates, Cost Accountants, (Firm Registration Number 000521) as Cost Auditors of the Company for the financial year 2024-25 in accordance with Section 148 of the Companies Act, 2013 read with the Companies (Cost Record & Audit) Rules 2014 at a remuneration of Rs. 1,00,000/-plus applicable taxes and reimbursement of out of pocket expenses. The remuneration is required to be approved by the shareholders at the ensuing Annual General Meeting and a resolution to such effect is included in the notice of Annual General Meeting.

(iii) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s MKB & Associates, Company Secretaries (Firm Registration Number (P2010WB042700) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023--24. The Report of the Secretarial Audit is annexed herewith as "Annexure- 5”.

In reference to the observation reported in the Secretarial Audit Report regarding the passing of Special Resolution on 30th September 2023, after the expiry of three months from the date

of Board Resolution for reappointment of Managing/Whole-Time Directors (WTDs), it is submitted that the delay was inadvertent and only for few days. It occurred due to procedural oversight. The Company has taken steps to strengthen its internal controls and governance processes to ensure timely compliance with all statutory requirements going forward. We assure our stakeholders that all necessary corrective actions have been implemented to prevent such occurrences in the future. The Board remains committed to maintaining the highest standards of governance and compliance with applicable regulations.

(iv) INTERNAL AUDITORS

S K AGARWAL & CO. Chartered Accountants LLP was appointed by the Board of Directors as the Internal Auditor of the Company for FY 202324. The Report of the Internal Audit is placed before Audit Committee and Board of Directors.

22. RELATED PARTY TRANSACTIONS

As required under the SEBI (LODR) Regulations, 2015, related party transactions are placed before the Audit Committee for approval. 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 the related party transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 there were no materially significant related party transaction which may have conflict with interest of the company or which are required to be reported in form AOC 2.

The Company has formulated a policy on related party transactions for purpose of identification and monitoring of such transactions. The said policy is available on the website of the Company at https:// www.bmwil.co.in/corporate-codes-and-policies/

The details of related party transaction entered during the year are provided in the notes of Financial Statement.

23. ANNUAL RETURN FOR FY 2023-24

The Annual Return for FY 2023-24 as per provisions of the Act and Rules thereto, is

available on the Company''s website at https://www. bmwil.co.in under the tab Investor Corner/Financial Report/Annual Return/ 2023-24.

24. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure 6" and forms part of the Report.

25. 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.

26. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by SEBI. The Company has also implemented several best corporate governance practices. The report on Corporate Governance as stipulated under Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of this report and marked as “Annexure- 7”.

As per the 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 the Annual Report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

27. 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.

28. CREDIT RATING

The credit rating of your Company has been upgrade by India Ratings & Research Private Limited for. and fund based working capital facilities and term loan facilities to IND A is “ACUITE A-/ Stable” and for nonfund based working capital facilities to IND A1.

29. 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, 2024.

30. 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 notes to the Financial Statements.

There was no loans and advances in the nature of loans to firms/companies in which directors are interested.

31. CODE OF CONDUCT

The declaration from Managing Director of the Company in respect of compliance of Code of conduct by the Board Members and Senior Management personnel forms part of the Annual Report. The said policy is available on the website of the Company at https://www.bmwil.co.in/ corporate-codes-and-policies/

32. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (BRR) of the Company as required pursuant to the Regulation 34 (f) of the SEBI Listing Regulations, annexed herewith and marked as “Annexure 8” forming part of this report and the same is also available at Company''s website at www.bmwil.co.in.

33. CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the CEO/CFO Report and marked as “Annexure 9”

34. CERTIFICATE OFNON-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, 2024 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”

35. RISK MANAGEMENT POLICY

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimise any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organisation and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on three elements, viz. (i) Risk Assessment; (ii) Risk Management; (iii) Risk Monitoring.

The Company has formulated and implemented a Risk Management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks.

The Audit Committee examines inherent and unforeseen risks in accordance with the policy on a periodical and ensures that mitigation plans are executed with precision. The Board is also briefed about the identified risks and mitigation plans undertaken by basis the management at regular intervals.

As on date, there are no risks which in the opinion of the Board can threaten the existence of the Company.

The Company''s policy on Risk Management are available on the website of the Company at www.bmwil.co.in.

36. HUMAN RESOURCES

Your company continues to enjoy cordial relationship with its personnel at all levels and focusing on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realize their full potential. Your company is committed to providing all its employees with a healthy and safe work environment.

Your company is organizing training programs wherever required for the employees concerned to improve their skill. Employees are also encouraged to participate in the seminars organized by the external agencies related to the areas of their operations.

37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act'') and Rules made thereunder. Executive members of the Board of Directors of the Company are authorized to redress complaints received regarding sexual harassment. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this policy. The said policy is available on the website of the Company at https:// www.bmwil.co.in/corporate-codes-and-policies/

During the year under review, the Company received no complaint and no complaint is pending as at the end of the financial year.

38. COMPANY’S WEBSITE

The website of your Company www.bmwil.co.in, has been designed to present the Company''s businesses up-front on the home page. The site

carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director''s & 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 Companies Rules 2014.

39. 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.

40. CAUTIONARY STATEMENT

Statements in these reports describing company''s projections statements, expectations and hopes are forward looking. Though, these expectations etc. are based on reasonable assumption, the actual results might differ.

41. ACKNOWLEDGEMENTS

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 during this challenging period. 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.

Directors’ Report

Dear Members,

Your Directors take great pleasure in presenting the 41st (Forty First) Annual Report together with Audited Annual
Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year
ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS

2. FINANCIAL PERFORMANCE HIGHLIGHTS
& STATE OF COMPANY’S AFFAIRS

Your Company has achieved a gross total income of
Rs. 57,146.99 Lakh during the year on consolidated
basis as against Rs. 46,037.27Lakh in the previous
year. The profit before tax during the year on
consolidated basis was Rs. 7,512.22 Lakh as against
Rs. 4,574.34 Lakh in the previous year. The profit
after tax during the year on consolidated basis was
Rs. 5,448.17 Lakh as against Rs. 3,478.05 Lakh in the
previous year .

Your Company on standalone basis achieved a
gross income of Rs. 51,643.27 Lakh as against Rs.
41,872.55 Lakh in the previous financial year. The
profit before tax was Rs. 6,147.26 Lakh as against Rs.
4,522.71 Lakh in the previous year and profit after
tax was Rs. 4,414.65 Lakh as against Rs. 3,292.75
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.

There are no material changes or commitments
affecting the financial position of the Company which
has occurred between the end of financial year and
the date of Report.

3. SUBSIDIARY COMPANIES &

CONSOLIDATED FINANCIAL STATEMENTS

During the year a Scheme of Merger of Confident
Financial Consultancy Private Limited, Fairplan
Vintrade Private Limited, Nageshwar TradeLink
Private Limited, Narayan Dealcom Private Limited,
Perfect Investment Consultancy Private Limited,
Shri Hari Vincom Private Limited, Siddhi Vinayak
Commosales Private Limited and Sidhant Investment
Advisory Private Limited was approved by an order
dated March 23, 2023 by the Hon''ble National
Company Law Tribunal, Kolkata Branch (NCLT) with
effect from April 1, 2021, i.e. the appointed date. The
said Merger has been given effect to in the financial
statements as per pooling of interest method in
accordance with Appendix - C of IND AS 103 as
applicable for Business Combination of entities
under common control.

Post the merger, the Company has three (3)
subsidiaries as on 31st March, 2023. The
Consolidated Financial Statements of the Company
and its subsidiaries, prepared in accordance with
Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules,
2015 (‘Ind AS''), form part of the Annual Report and are
reflected in the Consolidated Financial Statements of
the Company. The Annual Financial Statements of the

subsidiaries and related detailed information will be
made available to Members seeking information at
any time. They are also available on the website of
the Company at www.bmwil.co.in.

Further a statement containing the salient
features of the financial statements of each of the
subsidiaries, associates in the prescribed format
Form AOC-1, forms part of the Annual Report and
marked as “Annexure-I”. The annual accounts of
the subsidiary companies 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.

4. 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 the
website of the Company at www.bmwil.co.in

In line with the Policy and in recognition of the
financial performance during financial year 2022¬
23, your Directors had declared an interim
dividend of Re. 0.20 per equity share of Re.1/- during
the year amounting to Rs. 450.17 lakhs.

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.

The Company has continued to balance the dual
objective of appropriately rewarding shareholders
through dividends and retaining profits in order to
maintain a healthy capital adequacy ratio to support
future growth.

5. TRANSFER OF UNCLAIMED / UNPAID
AMOUNTS TO THE INVESTOR EDUCATION
AND PROTECTION FUND:

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 to
the investor education and protection fund has been
separately provided in the Corporate Governance
Report.

6. TRANSFER TO GENERAL RESERVE

The Board of Directors does not propose to transfer
any fund to the General Reserve.

7. SHARE CAPITAL

During the year, the Company has not issued any kind
of securities. The Company''s paid-up share capital
continues to stand at Rs. 22,50,86,460 consisting of
22,50,86,460 equity shares of Rs.1 each as on 31st
March 2023. The Company''s equity shares are listed
on BSE Limited (BSE) and Calcutta Stock Exchange
Limited (CSE).

8. DIRECTORS & KEY MANAGERIAL
PERSONNEL

(a) Re-appointments of Whole-time Directors

i. Whole-time Director - Mr. Ram Gopal Bansal
(Designated as Chairman)

The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Ram Gopal
Bansal as the Whole-Time Director of the
Company for a period of five years. Based
on the recommendation of the Nomination
and Remuneration Committee (NRC), the
Board of Directors, at its meeting held on
May 15, 2023, re-appointed Mr. Ram Gopal
Bansal who is 68 (Sixty-Eight) years old
and will attain the age of 70 (Seventy) years
in the year 2025, as Whole-time Director
for a period of 5 years from the expiry of
his present term of office. Additionally, the
Board at its meeting held on May 15, 2023,
approved the remuneration payable to
Mr. Ram Gopal Bansal, based on the NRC''s
recommendations.

The re-appointment of Mr. Ram Gopal Bansal
and his remuneration is subject to approval
by the Company''s shareholders, as per the
relevant provisions of the Companies Act,
2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.

The Board considers Mr. Ram Gopal Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Whole-Time Director,
for a period of 5 years from the expiry of his
present term.

ii. Whole-time Director - Mr. Harsh Kumar
Bansal (Designated as Managing Director)

The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Harsh
Kumar Bansal as the Managing Director
of the Company for a period of five years.
Based on the recommendation of the
Nomination and Remuneration Committee
(NRC), the Board of Directors, at its meeting
held on May 15, 2023, re-appointed

Mr. Harsh Kumar Bansal, as Managing
Director for a period of 5 years from
the expiry of his present term of office.
Additionally, the Board at its meeting held on
May 15, 2023, approved the remuneration
payable to Mr. Harsh Kumar Bansal, based
on the NRC''s recommendations.

The re-appointment of Mr. Harsh Kumar
Bansal and his remuneration is subject to
approval by the Company''s shareholders, as
per the relevant provisions of the Companies
Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.

The Board considers Mr. Harsh Kumar Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Managing Director,
for a period of 5 years from the expiry of his
present term of office.

iii. Whole-time Director Mr. Vivek Kumar
Bansal (Designated as Managing Director)

The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Vivek Kumar
Bansal as the Managing Director of the
Company for a period of five years. Based on
the recommendation of the Nomination and
Remuneration Committee (NRC), the Board
of Directors, at its meeting held on May 15,
2023, re-appointed Mr. Vivek Kumar Bansal,
as Managing Director for a period of 5 years
from the expiry of his present term of office.
Additionally, the Board at its meeting held on
May 15, 2023, approved the remuneration
payable to Mr. Vivek Kumar Bansal, based on
the NRC''s recommendations.

The re-appointment of Mr. Vivek Kumar
Bansal and his remuneration is subject to
approval by the Company''s shareholders, as
per the relevant provisions of the Companies
Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.

In accordance with the provisions of Section
152 of the Companies Act, 2013 and in terms
of Articles of Association of the Company,
Mr. Vivek Bansal (DIN: 000137120) shall
retire by rotation at the ensuing Annual
General Meeting and being eligible offers
himself for reappointment. The brief resume/
details of Mr. Vivek Kumar Bansal who is to
be appointed as director are furnished in the
Notice of the ensuing AGM.

The Board considers Mr. Vivek Kumar Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Managing Director,
for a period of 5 years from the expiry of his
present term of office.

(b) Whole-time Key Managerial Personnel (KMP)

During the year under review and pursuant to
the provisions of Section 203 of the Companies
Act, 2013 Mr. Ram Gopal Bansal, Whole Time
Director, Mr. Harsh Kumar Bansal, Managing
Director, Mr. Vivek Kumar Bansal, Managing
Director, Mr. Abhishek Agarwal, CFO, and
Mr. Vikram Kapur, Company Secretary and
Compliance Officer are continuing to be the Key
Managerial Personnel of the Company.

None of the Directors of the Company are
disqualified as per section 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.

9. BOARD EVALUATION

The 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.

10. 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 and Regulation 16
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

11. FAMILIARIZATION PROGRAMME

UNDERTAKEN FOR INDEPENDENT

DIRECTOR

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
of the Ids 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 one familiarization
Programme of the Independent Directors. The details
of the familiarization programme of Independent
Directors are provided in the Corporate Governance
Report. The said policy is available on the website of
the Company at https://www.bmwil.co.in/corporate-
codes-and-policies/

12. 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 the 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.bmwil.co.in/corporate-codes-and-policies/

13. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors acknowledges 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,
2023 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 loss 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 annual 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 financial controls are adequate and
were operating effectively; and

(f) proper systems had been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

14. THE BOARD OF DIRECTORS AND
COMMITTEE

(i) Board of Directors

The Board meets at regular intervals to discuss
and decide on business policy and strategy
apart from other Board business. However, in
case of special and urgent business need, the
Board''s approval is taken by passing resolutions
through circulation, as permitted by law, which
are confirmed in the subsequent Board meeting.
During the year under review, nine Board
Meetings were convened the details of which
are given in the Corporate Governance Report.
The intervening gap between the Meetings

was within the period prescribed under the
Companies Act, 2013 as well as the SEBI (LODR)
Regulations, 2015.

(ii) Committees of the Board

The Board has constituted six Committees of
the Board to ensure proper focus on different
aspects of business. Board reviews the
functioning of these committees in normal course
of its functioning. The different committees of
the Board are Audit Committee, Nomination
and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social
Responsibility Committee, Risk Management
Committee and Finance Committee. These
committees work on areas specifically assigned
to them by the Companies Act, 2013 and such
other tasks as is assigned by the Board.

The details 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 Annual Report. There has been no
instance where the Board has not accepted the
recommendations of the Audit Committee.

15. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

The Management Discussion and Analysis Report
in compliance with Regulation 34(2) (e) of Listing
forms an integral part of this report and marked as
“Annexure- 2".

16. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the
financial position of your Company have occurred
between the end of the financial year of the Company
to which financial statements relates and the date of
this report.

17.SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATOR/COURTS/
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

There were no significant and material orders
passed by the Regulators or Courts or Tribunals
during the year impacting the going concern status
and the operations of the Company in future.

18.INTERNAL FINANCIAL CONTROLS

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 Company''s 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 Company''s 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.

19.CORPORATE SOCIAL RESPONSIBILITY

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 formulates and 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 Company has undertaken several projects
during the year 2022-23 in accordance with the
guidelines and has spent Rs. 79.71 lakhs towards
CSR activities. The projects have been continuously
monitored by the Board on a quarterly basis.

Since there was no unspent amount, the Company
was not required to transfer any amount to any
fund or separate bank account during the year, in
accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

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, 2023, 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.

20. 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 Board''s Report and marked as
“Annexure -4” .

21. 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. Chartered Accountants (Firm Registration
Number 301051E) were re-appointed as
Statutory Auditors of the Company for a second
term till the conclusion of the 45th Annual
General meeting of the company to be held in the
year 2027.

The Statutory Auditor''s Report on the Financial
Statement for the financial year ended 31st
March, 2023 forms part of this Annual Report.
The Auditor''s Report is self-explanatory and does
not contain any qualification or reservations or
adverse remark or report of fraud.

(ii) COST AUDITORS

The Board of Directors of the Company
appointed M/s Sohan Lal Jalan & Associates,
Cost Accountants, (Firm Registration Number
000521) as Cost Auditors of the Company
for the financial year 2022-23 in accordance
with Section 148 of the Companies Act, 2013
read with the Companies (Cost Record & Audit)
Rules 2014 at a remuneration of Rs 1,00,000/-
plus applicable taxes and reimbursement of
out of pocket expenses. The remuneration is
required to be approved by the shareholders
at the ensuing Annual General Meeting and a
resolution to such effect is included in the notice
of Annual General Meeting.

(iii) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 the
Company had appointed M/s MKB & Associates,
Company Secretaries (Firm Registration
Number (P2010WB042700) a firm of Company
Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial
year 2022--23. The Report of the Secretarial
Audit is annexed herewith as "Annexure- 5".

Observations of Secretarial Auditors:

During the period under review the Company
has generally complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above except that the Company
has delayed in disclosure of related party
transactions on consolidated basis for the half
year ended 30th September, 2022 within fifteen
days of the date of publication of unaudited
financial statements for the quarter ended
30th September, 2022 to the stock exchange as
required under Regulation 23(9) of Securities
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Management Reply:

The management took note of the delay of 1 days
which was inadvertent.

(iv) INTERNAL AUDITORS

S K AGARWAL & CO. Chartered Accountants LLP
was appointed by the Board of Directors as the
Internal Auditor of the Company for FY 2022-23.
The Report of the Internal Audit is placed before
Audit Committee and Board of Directors.

22.RELATED PARTY TRANSACTIONS

As required under the SEBI (LODR) Regulations, 2015,
related party transactions are placed before the
Audit Committee for approval. 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 the related party transactions that were
entered into during the financial year were on an
arm''s length basis and in the ordinary course of
business and in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 there were no materially
significant related party transaction which may have
conflict with interest of the company or which are
required to be reported in form AOC 2.

The Company has formulated a policy on related
party transactions for purpose of identification and

monitoring of such transactions. The said policy is
available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/

The details of related party transaction entered
during the year are provided in the notes of Financial
Statement.

23. ANNUAL RETURN FOR FY 2022-23

The Annual Return for FY 2022-23 as per provisions
of the Act and Rules thereto, is available on the
Company''s website at https://www.bmwil.co.in/
annual-return/

24. PARTICULARS OF EMPLOYEES & RELATED
DISCLOSURES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as "Annexure 6" and
forms part of the Report.

25. 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.

26. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest
standards of corporate governance and adhere to
the corporate governance requirements as set out
by SEBI. The Company has also implemented several
best corporate governance practices. The report on

Corporate Governance as stipulated under Schedule V
of the SEBI (LODR) Regulations, 2015 forms an integral
part of this report and marked as "Annexure- 7”.

As per the 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
the Annual Report.

Your Company has taken adequate steps for
strict compliance with the Corporate Governance
guidelines, as amended from time to time.

27. 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.

28. 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, 2023.

29. 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 notes to
the Financial Statements. There was no Loans &
advances in the nature of loans to firms & companies
in which directors are interested.

30. CODE OF CONDUCT

The declaration from Managing Director of the
Company in respect of compliance of Code of conduct
by the Board Members and Senior Management
personnel forms part of the Annual Report. The said
policy is available on the website of the Company
at https://www.bmwil.co.in/corporate-codes-and-
policies/

31. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (BRR) of the
Company as required pursuant to the Regulation 34
(f) of the SEBI Listing Regulations, annexed herewith
and marked as "Annexure 8” forming part of this
report and the same is also available at Company''s
website at www.bmwil.co.in.

32. CHIEF EXECUTIVE OFFICER (CEO)
/ CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION

As required under Regulation 17(8) of the SEBI
(LODR) Regulations, 2015, the CEO/CFO Report and
marked as “Annexure 9”

33. 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, 2022 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”

34. RISK MANAGEMENT POLICY

The Company has built a comprehensive risk
management framework that seeks to identify
all kinds of anticipated risks associated with the
business and to take remedial actions to minimise any
kind of adverse impact on the Company. The Company
understands that risk evaluation and risk mitigation
is an ongoing process within the organisation and
is fully committed to identify and mitigate the risks
in the business. The identification of risks is done at
strategic, business and operational levels and the
risk management process of the Company focuses
mainly on three elements, viz. (i) Risk Assessment; (ii)
Risk Management; (iii) Risk Monitoring.

The Company has formulated and implemented a
Risk Management policy in accordance with Listing
Regulations, to identify and monitor business risk
and assist in measures to control and mitigate such
risks.

The Audit Committee examines inherent and
unforeseen risks in accordance with the policy on
a periodical and ensures that mitigation plans are
executed with precision. The Board is also briefed
about the identified risks and mitigation plans
undertaken by basis the management at regular
intervals.

As on date, there are no risks which in the opinion of
the Board can threaten the existence of the Company.

The Company''s policy on Risk Management are
available on the website of the Company at www.
bmwil.co.in.

35. HUMAN RESOURCES

Your company continues to enjoy cordial relationship
with its personnel at all levels and focusing on
attracting and retaining competent personnel and
providing a holistic environment where they get
opportunities to grow and realize their full potential.
Your company is committed to providing all its
employees with a healthy and safe work environment.

Your company is organizing training programs
wherever required for the employees concerned to
improve their skill. Employees are also encouraged to
participate in the seminars organized by the external
agencies related to the areas of their operations.

36. DISCLOSURE UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION &

REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention, Prohibition, and Redressal of Sexual
Harassment at workplace as per the requirement
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
(‘POSH Act'') and Rules made thereunder. Executive
members of the Board of Directors of the Company
are authorized to redress complaints received
regarding sexual harassment. With the objective of
providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are
covered under this policy. The said policy is available
on the website of the Company at https://www.bmwM.
co.in/corporate-codes-and-policies/

During the year under review, the Company received
no complaint and no complaint is pending as at the
end of the financial year.

37. COMPANY’S WEBSITE

The website of your Company www.bmwil.co.in, has
been designed to present the Company''s businesses
up-front on the home page. The site carries a
comprehensive database of information including
the Financial Results of your Company, Shareholding
pattern, Director''s & 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 Companies Rules 2014.

38.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.

39.CAUTIONARY STATEMENT

Statements in these reports describing company''s
projections statements, expectations and hopes are
forward looking. Though, these expectations etc. are
based on reasonable assumption, the actual results
might differ.

40.ACKNOWLEDGEMENTS

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 during this challenging
period. 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.

For and on behalf of the Board

Sd/-

Ram Gopal Bansal

Place: Kolkata Chairman

Date: 15/05/2023 DIN: 00144159