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Company Information

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BEW ENGINEERING LTD.

01 November 2024 | 12:00

Industry >> Engineering - Heavy

Select Another Company

ISIN No INE0HQI01014 BSE Code / NSE Code / Book Value (Rs.) 51.68 Face Value 10.00
Bookclosure 25/10/2024 52Week High 484 EPS 10.37 P/E 28.76
Market Cap. 390.04 Cr. 52Week Low 297 P/BV / Div Yield (%) 5.77 / 0.00 Market Lot 500.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2023-03 

Boards Report

To,

The Members,

BEW Engineering Limited

Your Directors are pleased to present the 12th 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 on Friday, March 31, 2023. The standalone performance of the Company has been consider whenever
required.

2022-23

2021-22

Revenue from operations

10,560.81

9,941.84

Other Income

69.05

105.08

Total Revenue

10,629.86

10,046.92

Total Expenses

9,653.69

9,262.05

Net Profit Before Tax

976.16

784.87

Tax expenses:

- Current Tax

254.00

210.00

- Deferred Tax

(10.28)

5.04

- Excess / Short Provision of Income Tax

-

5.81

- Prior Period Items

-

-

Net Profit/(Loss) After Tax

732.44

564.01

Profit/(Loss) from Discontinued operations

-

-

Tax Expense of Discontinued operations

-

-

Profit/(Loss) from Discontinued operations (after tax)

-

-

Profit/(Loss) for the period

732.44

564.01

Earnings per equity share (for continuing operation):

- Basic

28.38

21.86

- Diluted

28.38

21.86

Review of Operations:

Your Company achieved a sales turnover of '10,560.81 lakhs as against ' 9,941.84 lakhs during the previous year and Net Profit
After Tax of '.732.44 lakhs as against '564.01 lakhs during the previous year. Your Directors attribute this improved performance,
apart from the market growth and external factors such increased in manufacturing.

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 employee’s
development. We are also committed to the health safety of our stakeholder and environment by complying with statutory
requirements etc.

Changes in Paid up capital Structure

During the Financial year 2022-2023 under review, the company has not issued any securities, therefore there is no other change
in the share capital of the Company. However during current financial year 23-24, your Company has taken approval from the
Board of Director dated April 26, 2023 and shareholders’ approval at the Extraordinary general meeting dated May 22, 2023 for
issue and allotment of 331500 Equity shares of Company at the face value of '10/- each at the issue price of ' 820 per Share for
a total consideration of ' 27,18,30,000/- (Rupees Twenty Seven Crores Eighteen Lakhs Thirty Thousand only) and simultaneously
applied and obtained in principal approval from the National Stock exchange of India Limited vide its letter bearing reference
no.NSE/LIST/35484 dated June 12, 2023.

In view of above, Board of Directors meeting held on June 19, 2023 had duly approved the allotment of 331500 Equity shares to
the all 44 (Fourty Four) Non- promoter strategic investor.

Dividend:

Pursuant to Section 134 (3) of the Companies Act, 2013 read with Secretarial Standard (SS4) Report of the Board of Directors,
after considering holistically the relevant circumstances and current financial positions, has decided that it would be prudent not
to recommend any dividend for the year under review.

Transfer to Reserves:

Your Board does not propose to transfer any amount to any reserves of the Company for year under Review.

Deposits:

Your Company had not accepted/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 2022-23,
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 & Investment:

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which
the loan or 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.

Directors and Key Managerial Personnel

• Inductions / Appointment or Re-appointment of Directors and KMP:

Pursuant to the provisions of Section 152 of the Act, Shri Prakash Bhalchandra Lade (DIN: 02122493) retires by rotation at
the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Chairman & Director. The
Board recommends his re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee and approval of the same by the Board at
its meeting held on June 29, 2022, Mr. Prasad Ramesh Khopkar was appointed as Company Secretary & Compliance Officer
of the Company and Mr. Vikram Vinay Mukadam has resigned from the post of company secretary & compliance officer w.e.f
Wednesday, June 22, 2022.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable
regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act,
2013.

Below are the Key Managerial Personnel ("KMP”), pursuant to the provisions of Section 203 of the Act and Rule 8 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on 31st March, 2023:

Sr.

No.

Name of KMP

Designation

1.

Mr. Rohan Bhalchandra Lade

Managing Director

2.

Mr. Prasad Ramesh Khopkar (w.e.f. June 29, 2022)

Company Secretary and Compliance Officer

3.

Mr. Yogesh Khandu Darekar (w.e.f. March 30, 2021)

Chief Financial Officer

BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER:

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted
during the year under review are given hereto and forming part of this Report.

1. Composition of Board, Number of Board Meetings & its policy:

The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to
maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2023,
the Board had 6 (Six) members, consisting of a 2 (Two) executive directors, 1(One) non-executive and non-independent
woman director and 3 (Three) Independent directors.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the
Companies Act, 2013, is available on our website, at
https://www.bewltd.com/report/Nomination%20Remuneration%20Policy
pdf.

The Board meet 6 (Six) times during the financial year under review. Pursuant to Section 173 (1) read with Regulation 17 (2) of the
Securities Exchange Board of India (Listing Obligations and Disclosures Requirements, Regulation, 2015 as amended from time
to time, laid down that board shall meet at least 4 times a year, with a maximum time of gap of one hundred and twenty days
between 2 meeting., the dates of Board meetings are May 02, 2022, June 29, 2022, August 10, 2022, August 17, 2022, November
14, 2022 and March 09, 2023.

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as
required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and
explanatory notes are sent to the Board in advance.

Attendance details of Directors for the year ended March 31, 2023 are given below:

Sr.

No.

Name of Directors

Mr. Prakash
Bhalchandra
Lade

Mr. Rohan
Prakash Lade

Mr. Ratnakar
Venkappa Rai

Mr. Ravikant
Moreshwar
Mhatre

Mr. Yogesh
Banishilal
Khakre

Smt Sheela
Prakash Lade

Designation as on
March 31, 2022

Chairman &
Director

Managing

Director

Independent

Director

Independent

Director

Independent

Director

Non-executive
director &
Independent
Director

1

May 02, 2022

Y

Y

Y

Y

Y

N

2

June 29, 2022

Y

Y

Y

Y

Y

Y

3

August 10, 2022

Y

Y

Y

Y

Y

Y

4

August 17, 2022

N

Y

Y

Y

N

Y

5

November 14, 2022

Y

Y

Y

Y

Y

Y

6

March 09, 2023

Y

Y

Y

Y

Y

Y

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Posh Committee

5. Vigil Mechanism/ Whistle Blower

6. Separate Independent Director Meeting

7. Code for Prohibition of Insider Trading

8. Corporate Social Responsibility

Furthermore, Corporate policies are exhibited hereunto as Annexure I

a) Composition & no of meetings Audit Committees:

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 Director possess strong knowledge of accounting and financial management.

During the year 05 (Five) meetings of committee were held during the year ended 31st March, 2023, the dates which are
May 02, 2022, August 10,2022, August 17, 2022, November 14, 2022 and March 09, 2023.

Sr.

no.

Name of Directors

Mr. Ratnakar
Venkappa Rai

Mr. Ravikant
Moreshwar Mhatre

Mr. Yogesh Banishilal
Khakre

Designation as on March 31, 2023

Independent Director

Independent Director

Independent Director

1

May 02, 2022

Y

Y

Y

2

August 10, 2022

Y

Y

Y

3

August 17, 2022

Y

Y

N

4

November 14, 2022

Y

Y

Y

5

March 09, 2023

Y

Y

Y

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

b) Composition of Nomination & Remuneration Committee:

Pursuant to Section 177 read with Regulation 19 of Securities Exchange Board of India (listing Obligations and Disclosure
requirements) 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 and 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.

During the year 02 (Two) meetings of committee were held during the year ended March 31, 2023, the dates which are June
29, 2022 and August 17, 2022.

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

Sr.

no.

Name of Directors

Mr. Ratnakar
Venkappa Rai

Mr. Ravikant Moreshwar
Mhatre

Smt Sheela Prakash
Lade

Designation as on
March 31, 2023

Independent Director

Independent Director

Non-executive & Non
Independent Director

1

June 29,2022

Y

Y

N

2

August 17,2022

Y

Y

N

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/report/Nomination%20Remuneration%20Policy.pdf

Sr.

No.

Name of Directors and KMP

Designation

Remuneration per annum
(In
')

1

Mr. Rohan Bhalchandra Lade

Managing Director

' 1,08,00,000/-

2

Mr. Prakash Bhalchandra Lade

Chairman & Director

' 60,00,000/-

3

Mr. Yogesh Khandu Darekar

Chief Financial Officer

' 14,90,517/-

4

Mr. Prasad Ramesh Khopkar

Company Secretary and Compliance Officer

' 4,69,167/-

c) Composition of Stakeholders Relationship Committee:

Pursuant to Section 178 of the Companies Act, 2013 read with 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.

During the year 01(One) meetings of committee were held during the year ended 31st March, 2022, the dates which are
January 23, 2023.

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

Sr.

no.

Name of Directors

Mr. Ratnakar
Venkappa Rai

Mr. Ravikant
Moreshwar Mhatre

Mr. Yogesh Banishilal
Khakre

Designation as on March 31, 2023

Independent Director

Independent Director

Independent Director

1

January 23, 2023

Y

Y

Y

The details of complaints received and resolved during the Financial Year ended March 31, 2023 are given in the Table below.

Particulars

Number of Compliant

Opening as on April 1, 2022

00

Received during the year

00

Resolved during the year

00

Closing as on March 31, 2023

00

d) Separate Independent Directors: Board Evaluation & Discussions with Independent Directors: Pursuant to paragraph VII
of Pursuant 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,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.

e) 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 postion of our Company BEW Engineering Limited for the year ended on Saturday,
December 31, 2022.

Particulars

Number(s)

(In word & Figures)

Number of Complaints of Sexual harassment received in the year

NIL

Number of Complaints disposed off during the year

NIL

Number of Cases pending for more than ninety days

NIL

Number of workshops or awareness programme against sexual harassment carried out

01(One)

Nature of action taken by employer or District officer

NIL

Number of Cases filed

NIL

f) 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) Regulation, 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/Policy%20
and%20Procedures%20for%20inquiry%20in%20case%20of%20leak%20UPSI.pdf

g) WHISTLE BLOWER POLICY/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 2022-2023.

h) Corporate Social Responsibility

As per the Financial Statements for the period under review, stating an increment in the profit margins of the Company,
which made applicable the provisions of Section 135 of Companies Act, 2013 on the Company w.e.f 01.04.2023. Consequently,
the Company is required to formulate the Corporate Social Responsibility (CSR) Committee, if applicable as per stipulated
provisions and Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company,
with the recommendation of the Board, and on the recommendation of such committee (if any), the Company shall spend
such amount as may arrived by them on the basis of financial statements during the financial year 2023-24 and shall take
note on the Report of the same in the ensuing financial year. Your Company has constituted a Corporate Social Responsibility
Committee ("CSR Committee”)and the meeting of The Board of Directors of the Company held on Thursday, August 17,2023,
the members are as follows:

Sr. no

Name of Members

Designation

1

Shri Ravikant Moreshwar Mhatre

Chairman & Independent Director

2

Shri Ratnakar Venkappa Rai

Independent Director

3

Smt Sheela Prakash Lade

Non-Executive and Non Independent Director

The Company Secretary will act as Secretary to the Committee. The Board of Directors shall review and refresh membership of
the Committee from time to time, as required, and reconstitute the committee through appropriate resolution and Corporate
Social Responsibility Policy are available on the website of the company
https://www.bewltd.com/report/Corporate%20
Social%20Responsibilitv%20Policv.pdf
.

Your Company’s CSR Committee is responsible to:

i. identify, execute and monitor CSR projects, to assist the Board in fulfilling its CSR objectives, to ensure compliance of
CSR regulations and to oversee reporting and disclosure of CSR activity; and

ii. review/approve donations by the Bank, to the not for profit organisations, as per authorisation matrix approved by the
Board from time to time.

Declaration by Independent Directors:

All the Independent Directors of the BEW have submitted the requisite declarations stating that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The
Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the SEBI Listing
Regulations. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned 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 of the BEW. In the opinion of the Board, the Independent Directors possess the
requisite integrity, experience, expertise and proficiency required under all applicable laws.

Director e-KYC:

MCA has vide amendments to the Companies (Appointment and Qualification of Directors) Rules, 2014, mandated registration
of KYC of all Directors.

All the Directors of the BEW have complied with said requirement in FY 2022-23.

Dematerialization of Equity Shares:

The BEW Equity shared are available for trading w.e.f Thursday, Sepetmber 16, 2021. Your BEW have received International
Security Identification Number ("ISIN”) duly allotted by the National Securities Depository Limited ("NSDL”) and Central
Depository Services Ltd ("CDSL”) and have allotted ISIN No. is INE0HQI01014.

The below is the dematerialization status of the BEW as on March 31, 2023.

Mode

Shares

% to capital

NSDL

1612391

62.48

CDSL

968276

37.52

2580667

100

Disclosures relating to Subsidiaries, Associates and Joint Ventures

Company don’t have any subsidiaries, associates and Joint ventures.

Management discussion and analysis:

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

Related Party Transactions:

Pursuant to Regulation 23 of Securities exchange Board of India (Listing Obligations and Disclosure requirements, Regualtion,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-III, which forms part of this Report.

All contracts/ arrangements/ transactions entered by the Company during the FY 2022-23 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.

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

Annual return:

Pursuant to Notification dated August 28, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on
28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith
to this report. However, the Annual Return will be made available at the website of the Company at :
https://www.bewltd.com/.

Directors’ Responsibility Statement:

Pursuant to Section 134(3)(c) & 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 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 and loss of the company for that period;

(c) the directors 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 directors have 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.

Particulars of Employees and Related Disclosures:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as
Annexure IV and forms
an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel)
Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding '1,02,00,000/- per
annum except as specified under
Annexure IV and V, if employed for whole of the year or '8,50,000/- per month if employed
for part of the year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure V and forms part of this
Report.

Statutory Auditorsand Auditors’ Report:

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

The Independent Auditors’ Report for fiscal 2023 provided by Messer J N Gupte & Co, Chartered Accountants does not contain
any qualification, reservation, or adverse remark. The Independent Auditors’ Report is integrated in the 12THAnnual Report.

Internal Financial Controls:

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 Messer 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.

Secretarial Audit:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial
audit report, accordingly, have been appointed Secretarial Auditors of the Company. The Board of Directors of your BEW had
already appointed Messer Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer reviewed firm, to act as
the Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2023, as required under Section 204
of the Act.

The Secretarial Auditors’ Report for fiscal 2023 does not contain any qualification, reservation, or adverse remark. The Secretarial
Auditors’ Report is enclosed as
Annexure VI to the Board’s report, which forms part of this Integrated Annual Report.

Employees’ Stock Option Plan:

Your Company has not provided stock options to any employee for the year under review.

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.

Risk Management Policy:

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalisation 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.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies
Act, 2013 are not applicable for the business activities carried out by the Company.

Corporate Governance Report:

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertake that when the above said provision applicable to the Company the same will be duly complied
with in the period of 6 months.

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 2022-23.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange:

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/changes in the process in order to optimize energy/ power consumption and 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 appealed to all the employees/workers to conserve
energy.

(b) Absorption of Technology:

I. 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.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations,

b) Greater precision,

c) Retention of existing customers and expansion of customer base,

d) Lower inventory stocks resulting in low carrying costs.

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

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

Material changes from end of financial year till date of report

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.

Change in nature of business:

The Company has not undergone any change in the nature of business during the year.

Significant and material orders passed by the regulators or Courts or Tribunals

During the year, 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.

Secretarial Standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued
by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Directors’ Responsibility Statement

Based on the internal financial controls and compliance systems established and maintained by the Company, work performed
by the internal auditor, statutory auditor and secretarial auditors including audit of internal controls over financial reporting by
the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY
2022-23.

Acknowledgement:

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation
and hard work the Company is able to achieve the results. 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 Bhalchandra Lade Sheela Prakash Lade

Place: Mumbai Managing Director Director

Date: Thursday, August 17, 2023 [DIN: 00460811] [DIN: 09137915]