Your Directors are pleased to present the 13^th Annual Report of the business and operations of your Company BEW Engineering Limited (hereinafter referred to as the said "Company” or "BEW”) accompanied with Audited Financial Statements for the Financial Year ended March 31, 2024.

[Amount in Lakhs]

Financial Highlights:

Overview of Company’s Business and Financial Performance:

During FY 2023-24, your Company achieved a total revenue of ' 12,076.16 lakhs as compared to ' 10,560.81 lakhs in the previous year (FY 2022-23) marking a year-on-year growth of 14.35%.

Also, profit of the Company for the FY 2023-24 increased to ' 1,356.05 lakhs as compared to ' 732.44 lakhs in the previous year (FY 2022-23), reflecting a remarkable year-on-year growth of 85.14%. This enhanced performance is attributed to a combination of market growth, favorable external factors, and increased manufacturing output.

BEW is engaged in the business of design, manufacturing of vessels, supply, commissioning, and service of process equipment, are committed to enhance customer satisfaction, improve our market share in domestic as well as international market through continual improvement. We are providing world class engineering solution through continuous innovation of employee’s development. We are also committed to the health safety of our stakeholder and environment by complying with statutory requirements etc.

Listing and Dematerialisation of Equity Shares:

The Equity shares of the Company are listed on National Stock Exchange of India Limited ("NSE”). The Company has paid annual listing fee for FY 2023-24. The Below is the dematerialisation status of the BEW as on March 31, 2024:

Dividend:

Your Directors has not recommended any dividend for the financial year under review.

Transfer to Reserves:

To preserve the profit for the future expansion, your Directors have not recommended any dividend for the year under review. Change(S) in Nature of Business:

During the year under review, there was no change in nature of business of the Company.

Material Changes from end of Financial Year till Date of the Report:

During the year under review, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Revision of Financial Statement:

During the year under review, there were no revision of financial statement.

Share Capital:

A. Authorised Share Capital

During the year under review, the authorised share capital of the Company increased from existing ' 3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 Equity shares of ' 10/- each to ' 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 Equity Shares of ' 10/- each upon approval by shareholders at their 12^th AGM meeting held on September 20, 2023.

Furthermore, your Company’s Authorised Share Capital as on March 31, 2024 was ' 15,00,00,000/- (Rupees Fifteen Crore Only).

B. Issued, Subscribed and Paid-Up Share Capital

During the year under review, the Company raised funds totaling ' 27,18,30,000/- (Rupees Twenty-Seven Crores Eighteen Lakhs Thirty Thousand Only) through a preferential issue. This involved the issuance and allotment of 3,31,500 Equity shares at a face value of ' 10 each, at an issue price of ' 820 per share to 44 (Forty-Four) Non-promoter strategic investors. This fundraising was carried out following approval by the shareholders and the completion of all necessary regulatory procedures, including obtaining the required regulatory approvals.

In addition, the Company further proposed to raise funds, which was approved by Board of Directors at their meeting held on January 25, 2024, and by shareholders at an Extraordinary General Meeting held on February 19, 2024. This approval was for the issuance and allotment of 3,56,164 equity shares at a face value of ' 10 each on a preferential basis. The Company simultaneously applied for in-principle approval from the National Stock Exchange of India Limited.

As of March 31, 2024, the Company’s paid-up share capital was ' 2,91,21,670 (Rupees Two Crore Ninety-One Lakh Twenty-One Thousand Six Hundred Seventy Only).

During the current financial year 2024-25, based on the compliance with exchange requirements and as per SEBI (ICDR) Regulations, 2018 the issue price for the 3,56,164 shares was recalculated. These changes were approved by Board of Directors via Circular Resolution and Company issued the corrigendum to the Notice of EOGM where it provided 48-hour window for shareholders to raise any concerns or objection. Further, Company obtained in-principle approval from the National Stock Exchange of India Limited bearing ref no. NSE/LIST/39737 dated April 29, 2024.

The Board of Directors approved the allotment of 3,56,164 Equity shares to 11 (Eleven) Non-promoter strategic investor at a meeting held on May 7, 2024. The Company raised funds amounting to ' 54,84,92,560/- (Rupees Fifty-Four Crores Eighty-Four Lakhs Ninety-Two Thousand Five Hundred Sixty Only) at an issue price of ' 1,540 per share. Additionally, the Company received listing and trading approval from the National Stock Exchange of India Limited, referenced under NSE/LIST/42147, dated June 19, 2024.

C. Issue and Allotment Warrants

During the year under review, Board of Directors approved the allotment of up to 1,00,000 convertible share warrants at their meeting held on November 11, 2023. These warrants are convertible at the option of the warrant holder into an equivalent number of fully paid-up equity shares of face value ' 10 each, in one or more tranches, within 18 months from the allotment date. The issue price for each warrant is ' 1,500, and the allotment is to be made to a strategic investor (non-promoter) on a preferential basis. This approval follows the shareholders’ consent obtained at the 12^th Annual General Meeting held on September 20, 2023, and is based on the in-principle approval received from the National Stock Exchange of India Limited, referenced under NSE/LIST/37221, dated November 03, 2023.

Additionally, in compliance with SEBI ICDR norms, the Company has received ' 3,75,00,000, representing 25% of the total consideration of ' 15,00,00,000, from the strategic investor M/s. Dhyanam Capital, a partnership firm.

D. Reduction of share capital

During the financial year under review, there were no instances of reduction of share capital of your Company.

E. Buyback

During the financial year under review, Company had not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

F. Bonus Issue and Right Issue

During the financial year under review, there were no instances of issuance of bonus shares or right issues to the existing shareholders.

G. Equity shares with differential voting rights

During the financial year under review, the Company did not issue any shares with differential voting rights.

H. Sweat Equity Shares

During the financial year under review, the Company did not issue any sweat equity shares.

I. Details of Employee Stock Option (ESOP)

During the financial year under review, the Company did not grant stock options to any employees.

J. Issue of debentures, bonds or any non-convertible securities

During the financial year under review, the Company did not issue any debentures, bonds, or non-convertible securities.

Statement of Deviation(s) or Variation(s) in Share Capital:

During the financial year under review, the Company submitted the statement of deviation(s) or variation(s) in share capital for the quarter and half year ended September, 2023 was submitted to the National Stock Exchange of India Limited, in accordance with Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Investor Education and Protection Fund (IEPF):

During the year under review, the Company did not transfer any amounts to the Investor Education and Protection Fund (IEPF).

Directors and Key Managerial Personnel:

A. Directors

The Directors of your Company are highly experienced and possess expertise in their respective fields. All the Directors have confirmed that they meet the fit and proper criteria as prescribed under applicable regulations, and none of the Directors of your Company are disqualified from serving under provisions under Section 164(2) of the Companies Act, 2013.

In accordance with Section 152 of the Act, Mr. Prakash Bhalchandra Lade holding (DIN: 02122493) Director being longest in the office, will retire by rotation at the forthcoming Annual General Meeting of the Company. Being eligible, he has offered himself for re-appointment. The Board recommends his re-appointment in line with the provisions of the Act.

During the year under review, there were changes in the composition of the Board of Directors as follows:

As of March 31, 2024, the composition of the Board complies with the provisions of Section 149 of the Act, and Regulation 17 of the SEBI Listing Regulations. The following directors were on the Board:

However, during the current financial year 2024-25, Mrs. Sheela Prakash Lade (DIN: 09137915), Non-Executive & NonIndependent Director, tendered her resignation effective May 8, 2024.

B. Key Managerial Personnel

During the year under review, there was change in a Key Managerial Personnel ("KMP”).

Mr. Prasad Ramesh Khopkar resigned from the position of Company Secretary and Compliance Officer effective January 31, 2024. Subsequently, based on the recommendation of the Nomination and Remuneration Committee and approval by the Board at its meeting on February 17, 2024, Ms. Bhavna Dwarkadas Kukreja was appointed as the Company Secretary and Compliance Officer.

As of March 31, 2024, the Key Managerial Personnel (KMP) of the Company, pursuant to Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as follows:

Independent Directors:

The Board of the Company is of the opinion that the Independent Directors possess the requisite qualifications, experience and industry knowledge. They uphold the highest standards of integrity.

As of March 31, 2024, Mr. Ratnakar Venkappa Rai, Mrs. Sangita Bhamesh Kamble and Mr. Abhishek Agarwal were the independent Directors on the Board.

Declaration by Independent Directors and Statement on Compliance of Code of Conduct:

All the Independent Directors of the Company have submitted the requisite declarations affirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board of Directors has taken note of these declarations and confirmations, after undertaking due assessment of their veracity.

In the opinion of the Board, all the Independent Directors fulfill the conditions specified in Section 149(6) of the Act and the SEBI Listing Regulations, and are independent of the Management. There has been no change in the circumstances affecting their status as Independent Directors.

The Board believes that the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under applicable laws. They have complied with the Code for Independent Directors as prescribed in Schedule IV of the Act and have confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Board Meetings:

The Company has complied with the provisions of holding of Board meetings as per Section 173 (1) of the Companies Act, 2013, read with Regulation 17(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time. These regulations stipulate that the Board shall meet at least four times a year, with a maximum interval of 120 days between two meetings.

During the financial year ended March 31, 2024, ten (10) meetings of the Board of Directors were held. The details of these Board meetings, including the dates and attendance of each Director, are provided below:

Legend: Y: Attended; N: Not Attended

Committees:

• Audit Committee

Your Company has formed an Audit Committee pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are Independent Directors, possess strong knowledge of accounting and financial management.

05 (Five) meetings of committee were held during the year ended March 31, 2024, the dates of which are April 25, 2023, May 03, 2023, August 17, 2023, November 07, 2023, and January 25, 2024.

Details of the composition of the Committee and attendance during the year are as under: -

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity, and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

The policy is available on our website https://www.bewltd.com/report/Audit%20Committee%20Charter.pdf

• Composition of Nomination & Remuneration Committee:

Pursuant to Section 177 read with Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formed a Nomination & Remuneration Committee to lay down norms for identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

Furthermore, Nomination remuneration committee look after remuneration payable to directors, key managerial personnel and senior management.

The Nomination & Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employee’s determination of qualified Directors for induction in the board remuneration of the executive as well as non-executive directors and executives at all levels of the Company.

The Nomination & Remuneration Committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

04 (Four) meetings of committee were held during the year ended March 31, 2024, the dates which are June 19, 2023, August 17, 2023, January 25, 2024, and February 17, 2024.

Details of the composition of the Committee and attendance during the year are as under:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members.

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

The policy is available on our website https://www.bewltd.com/our-policies.html.

During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

• Composition of Stakeholders Relationship Committee:

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee Reviews Shareholder’s/ Investor’s complaints. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

01 (One) meeting of committee were held on March 09, 2024 during the year ended 31^st March, 2024.

Details of the composition of the Committee and attendance during the year are as under:

The details of complaints received and resolved during the Financial Year ended March 31, 2024 are given in the Table below.

• Separate Independent Directors: Board Evaluation & Discussions with Independent Directors:

Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board’s policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement / SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The Directors expressed satisfaction with the evaluation process.

• Internal Complaints Committees

Your Company has framed a Policy against sexual harassment and a formal process for dealing with complaints relating to harassment or discrimination. The said Policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (“ICC”) to deal with the complaints received by your Company pertaining to gender discrimination and sexual harassment at the workplace.

Pursuant to Section 21 of the said Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Rules, 2013, below stated is the details of complaint position of our Company for the year ended on December 31, 2023.

• Code for Prohibition of Insider Trading

Your Company has adopted the Internal Code of conduct for Regulating, monitoring, and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 ("Code”) for prohibition of insider trading in the securities of the BEW to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI”) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI”) with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

The Code and Policy are available on the website of the Company https://www.bewltd.com/report/BEW%20Insider%20 trading%20code.pdf and Policy and Procedures for inquiry in case of leak UPSI

https://www.bewltd.com/report/Policv%20and%20Procedures%20for%20inquirv%20in%20case%20of%20leak%20UPSI.

pdf

Details of Establishment of Vigil Mechanism:

Section 177(9) of the Companies Act, 2013 mandates every listed company to constitute a vigil mechanism. Similarly, Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, laid down to establish a mechanism called the "Whistleblower Policy” for directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct.

Accordingly, this Whistleblower Policy ("the Policy”) has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Managing Director/ Chairman of the Audit Committee/ Compliance Officer of the Company.

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The employees of the Company are made aware of the said policy at the time of joining the Company.

Below is report under vigil mechanism during the financial year 2023-24.

This policy is available on the Company Website at https://www.bewltd.com/report/Vigil%20mechanism%20Whistle%20 Blower%20Policy.pdf

Board Evaluation:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The Nomination Remuneration and Evaluation Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board, and the Board as a whole.

The Independent Directors at their separate meeting reviewed the performance of:

• Non-Independent Directors and the Board as a whole;

• Chairperson of the Company after taking into account the views of Executive Directors and Non-Executive Directors;

• The quality, quantity, and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Directors were satisfied with the evaluation process undertaken during the year. Further, in the opinion of the Board, all the Directors and in particular Independent Directors possess utmost integrity, professional expertise and requisite experience including proficiency.

Management Discussion and Analysis Report (MDAR):

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

Particulars of Contract or arrangement with Related Parties:

Pursuant to Regulation 23 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, Your Company has adopted related party transaction polices and the said Policy is available in Policies Section on https:// www.bewltd.com/report/Related%20Party%20Transaction%20BEW.pdf

During the financial year under review, your Company has entered into related party transactions on an arm’s length basis and in the ordinary course of business and were in compliance with Section 188 of the Act and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the same are provided in Form AOC-2 annexed hereto as Annexure-II, which forms part of this Report.

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arm’s length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT’) exceeds ' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. However, there were no material transactions of the Company with any of its related parties as per the Act.

Furthermore, the transaction pertaining to related party is mentioned under the financial statements and the Non-Executive Directors do not have pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

Remuneration of Directors and Employees of the Company:

A. The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in Annexure-III and forms part of this Report.

B. The details of the Top 10 employees of the Company in terms of remuneration drawn as required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-IV and forms part of this Report.

C. None of the employees of the Company has drawn remuneration of ' 1,02,00,000 or more per annum or ' 8,50,000 or more per month or for any part of the year, except Mr. Rohan Prakash Lade, Managing Director, whose remuneration during FY 2023-24 was ' 1,08,00,000/-. Since there are no other employees falling under this category, the particulars required to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be furnished.

D. None of the employees of the Company, employed throughout the year under review or part thereof, was in receipt of remuneration which was in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, exceeding two percent of the equity shares of the Company.

Internal Financial Control:

Your Board of Directors confirm that your Company has standard, system and processes which enables it to implement internal financial controls with respect to financial statements and that such controls are adequate and are operating effectively.

The internal control system is reviewed by M/s. L.B. Kale & Co, Chartered Accountants the Internal Auditor of the Company from time to time. Some are the below objectives of control Internal financial controls systems, on behalf of Management.

a) To evaluate the Company’s internal controls;

b) To ensure complete compliance with laws, rules and regulations;

c) To evaluate the risk management system;

d) To establish better procedures and policies;

e) To ensure adequate compliance of the law;

f) To protect the interest of the shareholders;

g) To ensure integrity and accountability; etc.

Controls are reviewed/revisited/updated/deleted each year for change in processes etc. During the year under review, no material or serious observations were observed for inefficiency or inadequacy of such controls.

Reporting of Frauds:

There have been no frauds reported under Sub-Section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

Disclosures Relating to Subsidiaries, Associates and Joint Ventures:

Your Company do not have any subsidiaries, associates, and joint ventures.

Deposits:

Your Company has not accepted or renewed any deposits from the public or the members, within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-24, and as such no amount of principal or interest on deposit from public or members, was outstanding as of the Balance Sheet date.

Particulars of Loans, Guarantees and Investment:

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan, guarantee or security is proposed to be utilized, as per the provisions of Section 186 of the Act are provided in the standalone financial statements.

Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility("CSR”) Committee in accordance with Section 135 of the Companies Act, 2013 ("the Act”). The Board has also framed a CSR Policy as per the recommendations of the CSR Committee. The CSR Policy is available on the Company’s website at https://www.bewltd.com/report/Corporate%20Social%20Responsibility%20 Policy-04-2024.pdf

01 (One) meeting of committee were held on March 27, 2024 during the year ended 31^st March, 2024.

Details of the composition of the Committee and attendance during the year are as under:

The composition of the Committee, contents of the CSR Policy, and the report on CSR activities carried out during the financial year ended March 31, 2024, are provided in the Annual Report on CSR, as prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out as ‘Annexure V’ forming a part of this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements or changes in the process in order to optimize energy and power consumption, thereby achieve cost savings. Energy costs comprise a very small part of the Company’s total cost of operations. However, as a part of the Company’s conservation of energy programme, the management has encouraged all the employees/workers to conserve energy.

(b) Absorption of Technology:

The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards, and more efficient processes.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products. The depth of designing capabilities was the core to our success over the years.

Benefits derived as a result of the above efforts:

• Better efficiency in operations,

• Greater precision,

• Retention of existing customers and expansion of customer base,

The Company has not imported any technology during the year under review;

The Company has not expended any expenditure towards Research and Development during the year under review.

(c) Foreign Exchange Earnings and Outgo:

During the year under review, the following details pertain to earnings and outgoings in foreign exchange:

Risk Management:

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable. However, the Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

Material Orders of Judicial Bodies/Regulators:

During the financial year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations.

Auditors:

The Members of the Company at the 11^th Annual General Meeting (AGM’) held on September 20, 2022 approved the appointment M/s J.N. Gupta & Co. LLP, Chartered Accountants (Firm Registration No.006569C), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 16^th Annual General Meeting.

The Independent Auditors’ Report for fiscal 2024 provided by M/s J N Gupta & Co. LLP, Chartered Accountants contain the following observation/remark:

The Independent Auditors’ Report is integrated in the 13^th Annual Report.

Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which mandate the appointment of Company Secretary in practice to furnish a secretarial audit report, the Company has appointed Messrs. Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer-reviewed firm, as the Secretarial Auditors.

The Board of Directors of BEW has engaged M/s. Deep Shukla & Associates to conduct the secretarial audit for the financial year ended March 31, 2024. The Secretarial Audit Report, as required under Section 204 of the Act, does contain following observation-

The Secretarial Auditors’ Report for fiscal 2024 is enclosed as Annexure VI to the Board’s report, which forms part of this Integrated Annual Report.

Cost Records and Cost Audit:

Pursuant to provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 and based on recommendations of the audit committee, Board at their meeting held on May 13, 2024, approved the appointment of M/s. Gaurav Jain & Associates, Cost Accountant, (Firm Registration No. 00141600) as the cost auditors of the Company for conducting cost audit of accounting records maintained by the Company for financial years 2023-24 and 2024-25, at the remuneration of ' 6 lakhs per financial year.

The said remuneration of the cost auditor is subject to ratification at the ensuing general meeting of the members of the Company.

Compliance qith Secretarial Standards:

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118(10) of the Act for FY 2023-24.

Annual Return:

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website at https://www.bewltd.com/annualreturn.html

Report on Corporate Governance:

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of the Corporate Governance are not applicable to the Company pursuant to regulation 27 read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertake that, when the provision applicable, it will be duly complied with within a period of 6 months.

Disclosures Pertaining to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has in place Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions related to the constitution of Internal Complaints Committee as required under the Act.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

Directors’ Responsibility Statement:

Pursuant to Section 134(3)(c) & Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby

confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors had 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 and loss of the company for that period;

c) the directors had 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 directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Other Disclosure:

• The Ministry of Corporate Affairs (MCA) through amendments to the Companies (Appointment and Qualification of Directors) Rules, 2014, has mandated the registration of KYC of all Directors. All directors of BEW have complied with these requirements for the financial year 2023-24.

• There was no revision of the financial statements for the financial year under review.

• No application has been made under the Insolvency and Bankruptcy Code. Therefore, the requirement to disclose the details of any application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgement:

The Directors would like to thank all shareholders, customers, bankers, suppliers, and everyone whose support, cooperation and hard work have contributed to Company’s achievements. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For & on behalf of the Board of Directors of BEW Engineering Limited

Rohan Prakash Lade Prakash Bhalchandra Lade

Managing Director Chairman & Director

DIN: 00460811 DIN: 02122493

Place: Mumbai Place: Mumbai

Friday, August 23, 2024