BMW Industries Ltd Directors Report

Dear Members,

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

	STANDALONE	CONSOLIDATED
Details	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	55708.36	53533.05	62862.08	59818.74
Other Income	934.86	410.07	1006.78	428.72
Total Income	56643.22	53,943.12	63868.86	60,247.46
Profit before Depreciation, Finance Cost,	12763.23	13,775.24	15715.38	15,062.02
Exceptional Item and Tax
Finance Costs	1228.53	1,958.00	1326.26	1,978.61
Depreciation	3732.15	3,817.90	4409.87	4,451.76
Exceptional Item	NIL	Nil	Nil	Nil
Profit Before Tax	7802.85	7,999.34	9979.25	8,631.65
Tax Expenses	1443.34	2,093.19	2494.95	2,251.84
Profit after Tax	6359.51	5,906.15	7484.30	6,379.81
Other Comprehensive Income	(1.06)	(12.50)	8.57	(10.58)
Total Comprehensive Income	6358.45	5,893.65	7492.87	6,369.23

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.bmwil. 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 March6, 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 egulations?). 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 Companywww.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 March2025. 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 reappointment 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 March31, 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; (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.

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 1st 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.