Directors Report of BEW Engineering Ltd.

Mar 31, 2025

Your Directors hereby pleased to present the (Fourteenth)14^th Annual Report on the performance of BEW Engineering Limited ("the Companyâ or "BEWâ) together with the Audited Financial Statements for the Financial Year ended March 31, 2025 (âFY 2025â).

Financial Highlights:

'' in Lakhs
	Standalone
Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	13,435.85	12,076.16
Other Income	91.76	43.07
Total Income	13,527.60	12,119.23
Less: Total Expenses	11,922.60	10,301.67
Profit Before Tax	1,605.00	1,817.55
Tax Expenses
- Current Tax	400.00	460.00
- Deferred Tax	(10.63)	1.50
Net Profit/(Loss) After Tax	1215.63	1,356.05
Profit/(Loss) from Discontinued operations	-	-
Tax Expense of Discontinued operations	-	-
Profit/(Loss) from Discontinued operations (after tax)	-	-
Profit/(Loss) for the period	1,215.63	1,356.05
Earnings per equity share (for continuing operation):
Basic	9.30	46.56
Diluted	9.32	47.74

Overview of Companyâs Business and Financial Performance:

During the financial year under review, your Company recorded a total revenue from operations of ''13,435.85 lakhs as compared to ''12,076.16 lakhs in the previous year (FY 2023-24) marking a year-on-year growth of 11.26%.

Further during the year, the Company has earned net profit of ''1,215.63 lakhs as compared to net profit of ''1,356.05 lakhs in the previous year (FY 2023-24).

Your directors are continuously making efforts for the future growth and expansion of the Company by exploring all possible avenues.

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 the market share in domestic as well as international market through continual improvement. Your Company is providing world class engineering solution through continuous innovation of employeeâs development and also committed to the health safety of their stakeholder and environment by complying with the statutory requirements etc.

Listing and Dematerialisation of Equity Shares:

The Equity shares of the Company are listed on National Stock Exchange of India Limited ("NSEâ). The Company has paid annual listing fee for FY 2024-25.

The Below is the status of the dematerialization of BEW as on March 31, 2025:

Mode	Shares	% of capital
NSDL	41,81,268	31.98
CDSL	88,92,056	68.02
Physical	-	0.00
Total	1,30,73,324	100.00 %

Transfer to Reserves:

During the year under review, no amount was transferred to the general reserves, excluding surplus if any.

Dividend:

During the year, the Company has focused on investing in growth opportunities through capacity enhancement, upgradation of production facilities, and a strategic acquisition. These initiatives are aimed at strengthening the Companyâs long-term competitiveness and value creation. In view of the ongoing investment commitments and the need to conserve internal resources to support these initiatives, the Board of Directors has decided not to recommend any dividend for the financial year.

Change(S) in Nature of Business:

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

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

No material changes and commitments have occurred after the closure of the Financial Year 2024-25 till the date of this Report, which would affect the financial position of your Company.

Share Capital:

Authorised Share Capital-

During the year under review, your Companyâs Authorised Share Capital as on March 31, 2025 stood at ''15,00,00,000/- (Rupees Fifteen Crore Only).

Issued, Subscribed and Paid-Up Share Capital-

During the year under review, the issued, subscribed and paid-up share capital of the Company underwent the following changes pursuant to following corporate actions undertaken in accordance with the applicable statutory provisions.

1. Preferential Issue: During the year under review, your Company raised funds totaling ''54,84,92,560/- (Rupees Fifty-Four Crores Eighty-Four Lakhs Ninety-Two Thousand Five Hundred Sixty Only) through a preferential issue. This involved the issuance and allotment of 3,56,164 Equity shares at an issue price of ''1540/- per equity share including (''10/- each face value and ''1530/- premium) to 11 (Eleven) Non-promoter strategic investors.

2. Bonus Issue: Your Company issued and allotted 98,04,993 equity shares of ''10/- each as fully paid up bonus shares to the existing shareholders of the Company in the ratio of 3:1; by capitalizing a sum of ''9,80,49,930/- out of the securities premium account/free reserves/retained earnings.

Consequently, as on March 31, 2025, the issued, subscribed and paid-up share capital of the Company stood at ''13,07,33,240/-(Rupees Thirteen Crore Seven Lakhs Thirty-three Thousand Two Hundred and Forty Only) divided into 1,30,73,324 equity shares of ''10/- each.

Issue and Allotment of Warrants-

During the FY 2023-24, the Company issued and allotted 1,00,000 convertible share warrants at an issue price of '' 1500/- and the allotment was made to a strategic investor Mr. Dharmesh C Patel (being one of the major partner & holding on behalf of M/s. DHYANAM CAPITAL, a Partnership Firm), (non-promoter) on a preferential basis.

Additionally, in compliance with SEBI ICDR norms, the Company had received ''3,75,00,000/- representing 25% of the total consideration of ''15,00,00,000/- from the said strategic investor. The Balance 75% of the consideration was due on May 11, 2025. Further, the Company kept in fixed deposit a total consideration amount of '' 3,75,00,000/- raised from the issue of said warrants with NKGSB Co-operative Bank Ltd and certificate from statutory auditor for half year ended March 31, 2025 was obtained for Non-utilisation of consideration amount raised from the convertible warrants.

However, during the current financial year 2025-26, the warrants were subsequently forfeited by the Company due to nonpayment of the balance subscription amount by the warrant holder within the prescribed time. The Board of directors at their meeting held on May 22, 2025 took note of the cancellation of warrants and the forfeiture of upfront subscription amount of '' 3,75,00,000/-.

Reduction of share capital-

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

Buyback-

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

Right Issue-

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

Equity shares with differential voting rights-

Your Company has only one class of equity shares and it has neither issued shares with differential rights as to dividend.

Sweat Equity Shares-

During the financial year under review, the Company did not issue any sweat equity shares to its employees, directors of the Company.

Details of Employee Stock Option (ESOP)-

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

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):

During the financial year under review, the Company has submitted the statement of deviation(s) or variation(s) in respect of allotment of 3,56,164 equity shares on preferential basis and allotment 1,00,000 convertible share warrants for the half year ended September 30, 2024 and March 31, 2025 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.

As of March 31, 2025, the Company has 4 (Four) Directors with the optimum combination of Executive and Non- Executive Directors, including 1 (one) Woman Director as follows-

Sr. No.	Name of Director	Designation
1.	Mr. Rohan Prakash Lade	Managing Director
2.	Mr. Ratnakar Venkappa Rai	Independent Director
3.	Mrs. Sangita Bhamesh Kamble	Independent Director
4.	Mr. Abhishek Agarwal	Independent Director

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

1. Mrs. Sheela Prakash Lade holding the postion of Non-Executive and Non-Independent Director having DIN (09137915), resigned from the directorship of the Company w.e.f. May 08, 2024.

2. Mr. Prakash Bhalchandra Lade holding the position of Chairman and Director of the Company having DIN (02122493), passed away on December 29, 2024. The Board places on record its sincere appreciation for the valuable services rendered by the honorary Chairman during his tenure. The Board and the Company convey their heartfelt condolences to the bereaved family.

All the Directors have confirmed that they meet the âfit and properâ criteria as prescribed under the applicable regulations. Further, none of the Directors are disqualified from being appointed or continuing as Directors under Section 164(2) of Companies Act, 2013.

B. Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Act, Mr. Rohan Prakash Lade (DIN: 00460811) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends the said re-appointment for shareholdersâ approval.

C. Key Managerial Personnel

During the year under review, there were no changes in a Key Managerial Personnel ("KMPâ).

As of March 31, 2025, 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:

Sr. No.	Name of KMP	Designation
1.	Mr. Rohan Prakash Lade	Managing Director
2.	Mr. Yogesh Khandu Darekar	Chief Financial Officer
3.	Ms. Bhavna Dwarkadas Kukreja	Company Secretary and Compliance Officer

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and;

b) they have complied with the code for Independent Directors

c) they have registered their names in the independent Directorâs databank.

The Board believes that Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under the applicable laws. The Board of Directors took note of these declarations and confirmations, after undertaking due assessment of their veracity.

As of March 31, 2025, the following independent Directors were on the Board:

1. Mr. Ratnakar Venkappa Rai

2. Mrs. Sangita Bhamesh Kamble and

3. Mr. Abhishek Agarwal 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.

As on March 31, 2025, the following Directors were on the Board:

Sr. No.	Name of Director	Director Identification Number (DIN No.)
1	Rohan Prakash Lade	00460811
2	Ratnakar Venkappa Rai	00126309
3	Sangita Bhamesh Kamble	10130251
4	Abhishek Agarwal	09624370

Committees:

Â¦ Audit Committee

As of March 31, 2025, the audit committee comprises of all 3 (three) Independent Directors Mr. Ratnakar Venkappa Rai, Mr. Abhishek Agarwal, Mrs. Sangita Bhamesh Kamble, possess the strong knowledge of accounting and financial management.

The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and note the process and safeguards employed by each of them. The policy is available on our website https://www.bewltd. com/report/Audit%20Committee%20Charter.pdf

Â¦ Nomination & Remuneration Committee:

Pursuant to Section 177 read with Regulation 19 of SEBI (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, recommended 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.

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

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:
Sr. No.	Name of Directors and KMP	Designation	Remuneration per annum (In '')
1.	Mr. Rohan Prakash Lade	Managing Director	'' 1,08,00,000
2.	Late Mr. Prakash Bhalchandra Lade	Chairman & Director	'' 45,00,000
3.	Mr. Yogesh Khandu Darekar	Chief Financial Officer	'' 20,05,660
4.	Ms. Bhavna Dwarkadas Kukreja	Company Secretary and Compliance Officer	'' 7,20,766

Â¦ Stakeholders Relationship Committee:

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee Reviews Shareholderâs/ Investorâs complaints. The Committee is empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Boardâs 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.

Sr. No.	Name of Directors	Mr. Ratnakar Venkappa Rai	Mr. Abhishek Agarwal	Mrs. Sangita Bhamesh Kamble
	Designation	Independent Director	Independent Director	Independent Director
1	20/03/2025	Y	N	Y
Legend: Y: Attended; N: Not Attended, NA: Not Applicable

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.

Â¦ Internal Complaints Committees

Your Company has framed a policy against the sexual harassment and a formal process for dealing with the 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 (âICCâ) 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 are the details of the complaint position of your Company for the year ended on December 31, 2024.

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

Â¦ 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 SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Codeâ) 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 ("UPSIâ) 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 ("SEBIâ) 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:

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

Accordingly, this Whistleblower Policy ("the Policyâ) has been formulated with a view to provide a mechanism for the 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.

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 the 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:

â¢ Non-Independent Directors and the Board as a whole;

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

â¢ 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 Director possess utmost integrity, professional expertise and requisite experience including proficiency.

Management Discussion and Analysis Report (Mdar):

The Management Discussion and Analysis Report as required in terms of the Listing Regulations is annexed to the report as "Annexure Iâ 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has adopted related party transaction polices and the said Policy is available in the policies section on https://www.bewltd.com/ report/Related%20Party%20Transaction%20BEW.pdf

All contracts/ arrangements/ transactions entered by Company during the FY 2024-25 with related parties were on an armâs 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.

Details of contracts/arrangements/transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure-II to this Report.

As per the SEBI Listing Regulations, if any Related Party Transactions (âRPTâ) 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 members may refer the transactions pertaining to the 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 2024-25 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 have confirmed that your Company has standard, system and processes which enables it to implement internal financial controls with respect to the financial statements and that such controls are adequate and are operating effectively.

The internal control system 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 the Internal financial control systems, on behalf of the Management.

a) To evaluate the Companyâs 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:

During the financial year under review, 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 Deposit) Rules, 2014, 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 CSR Policy is available on the Companyâs website at https://www.bewltd.com/report/Corporate%20Social%20 Responsibilitv%20Policv-04-2024.pdf

During the year under review, the Company has spent '' 24 lakhs (approx. 2.01% of the average net profits of the immediately preceding three financial years) towards identified and approved CSR initiatives covered under Schedule VII to the Act, through implementing agencies.

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, 2025, 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 âAnnexure Vâ 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 Companyâs total cost of operations. However, as a part of the Companyâs conservation of energy programme, the management has encouraged all the employees/workers to conserve energy.

(b) Absorption of Technology:

The efforts were 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:

â¢ Better efficiency in operations,

â¢ Greater precision,

â¢ 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:

Foreign Exchange	Financial year ended March 31, 2025	Financial year ended March 31, 2024
Earnings	14,68,81,244/-	8,57,32,900/-
Outgoing	81,56,977/-	4,02,28,362/-

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 Companyâs operations.

Auditors:

M/s J.N. Gupta & Co. LLP, Chartered Accountants (Firm Registration No.006569C/W100892), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 11^th AGM held on September 20, 2022.

The Independent Auditorsâ Report for fiscal 2025 provided by M/s J N Gupta & Co. LLP, Chartered Accountants contain the following observation/remark:

Observation of Auditor		Management Response
The Company has not implemented an accounting software with an audit trail (edit log) feature for maintaining its books of account during the financial year. Consequently, the requirements as stipulated under Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended, pertaining to the operation and maintenance of an audit trail throughout the year, have not been complied with.		The management is in the process of implementation of audit trail facility in its accounting software to enhance the maintenance of its books of accounts.

The Independent Auditorsâ Report is integrated in the 14thAnnual 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 M/s. Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer-reviewed firm, as the Secretarial Auditor.

The Board of Directors of Company has engaged M/s. Deep Shukla & Associates to conduct the secretarial audit for the financial year ended March 31, 2025. The Secretarial Audit Report, as required under Section 204 of the Act, contain the following observation-

Observation of Auditor	Management Response
Based on our verification and audit report provided by Statutory Auditor, the Company has not implemented the audit trail facilities in his accounting software for maintaining itâs books of accounts during the financial year under review.	The management is in the process of implementation of audit trail facility in its accounting software to enhance the maintenance of its books of accounts.

The Secretarial Auditorsâ Report for fiscal 2025 is enclosed as Annexure VI to the Boardâs 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, the Board at their meeting held on May 13, 2024, approved the appointment of M/s. Gaurav Jain & Associates, Cost Accountant, (Firm Registration No. 004160) as the cost auditors of the Company for conducting cost audit of accounting records maintained by the Company for the financial years 2023-24 and 2024-25, at the remuneration of '' 6,00,000/- per financial year.

Compliance with 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 2024-25.

Annual Return:

The Annual Return of the Company as on March 31, 2025 is available on the Companyâs website and can be accessed at https:// www.bewltd.com/annualreturn.html

Report on the 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertake that, when the provisions become applicable, it will be duly complied with within a period of six 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.

Following is summary of sexual harassment complaints received and disposed off during the year 2024-25 and duly submitted with the district collector office:

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

Director Responsibility Statement:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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 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; and

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 2024-25.

> 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 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 Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The

Board would like to express its sincere appreciation for the assistance and co-operation received from the financial institutions,

banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

Mar 31, 2024

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 "Companyâ or "BEWâ) accompanied with Audited Financial Statements for the Financial Year ended March 31, 2024.

[Amount in Lakhs]

Financial Highlights:

Particulars	Standalone
	Financial Year 2023-24	Financial Year 2022-23
Revenue from operations	12,076.16	10,560.81
Other Income	43.07	69.05
Total Income	12,119.23	10,629.86
Total Expenses	10,301.67	9,653.69
Profit Before Tax	1,817.55	976.16
Tax Expenses - Current Tax - Deferred Tax	460.00 1.50	254.00 (10.28)
Net Profit/(Loss) After Tax	1,356.05	732.44
Profit/(Loss) from Discontinued operations	-	-
Tax Expense of Discontinued operations	-	-
Profit/(Loss) from Discontinued operations (after tax)	-	-
Profit/(Loss) for the period	1,356.05	732.44
Earnings per equity share (for continuing operation):
Basic	46.56	28.38
Diluted	47.74	28.38

Overview of Companyâs 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 employeeâs 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 ("NSEâ). 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:

Mode	Shares	% of capital
NSDL	16,94,516	58.19
CDSL	8,86,151	30.43
Physical	3,31,500	11.38
	29,12,167	100.00 %

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 Companyâs 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 Companyâs 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 shareholdersâ 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:

Sr.	Name of Director	Designation	DIN No.	Reason of change		Effective Date
No.				appointment/ reappointment /change in designation/ cessation/ removal/death
1.	Mr. Ratnakar	Independent Director	00126309	Re-appointment		Board Meeting 25/01/2024 &
	Venkappa Rai					Approved by shareholders at General Meeting 19/02/2024
2.	Mrs. Sangita	Independent Women	10130251	Appointment		Board Meeting 25/01/2024 &
	Bhamesh Kamble	Director				Approved by shareholders at General Meeting 19/02/2024
3.	Mr. Abhishek	Independent Director	09624370	Appointment		Board Meeting 25/01/2024 &
	Agarwal					Approved by shareholders at General Meeting 19/02/2024
4.	Mr. Ravikant	Independent Director	06362676	Cessation on account	of	29/03/2024
	Moreshwar			completion of first term	of
	Mhatre			3 consecutive years
5.	Mr. Yogesh	Independent Director	07504319	Cessation on account	of	29/03/2024
	Banishilal Khakre			completion of first term 3 consecutive years	of

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:

Sr. No.	Name of Director	Designation
1.	Mr. Prakash Bhalchandra Lade	Chairman & Director
2.	Mr. Rohan Prakash Lade	Managing Director
3.	Mrs. Sheela Prakash Lade	Non-Executive & Non-Independent Director
4.	Mr. Ratnakar Venkappa Rai	Independent Director
5.	Mrs. Sangita Bhamesh Kamble	Independent Director
6.	Mr. Abhishek Agarwal	Independent Director

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 ("KMPâ).

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:

Sr. No.	Name of KMP	Designation
1.	Mr. Rohan Prakash Lade	Managing Director
2.	Mr. Yogesh Khandu Darekar (w.e.f. March 30, 2021)	Chief Financial Officer
3.	Ms. Bhavna Dwarkadas Kukreja (w.e.f. February 17, 2024)	Company Secretary and Compliance Officer

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:

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:

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	Mrs. Sheela Prakash Lade
	Designation	Chairman & Director	Managing Director	Independent Director	Independent Director	Independent Director	NonExecutive and NonIndependent Director
	Date of Board Meeting
1.	April 26, 2023	Y	Y	Y	Y	Y	Y
2.	May 03, 2023	Y	Y	Y	Y	Y	Y
3.	June 19, 2023	Y	Y	Y	Y	Y	Y
4.	July 24, 2023	Y	Y	Y	Y	Y	Y
5.	August 17, 2023	Y	Y	Y	Y	Y	Y
6.	November 07, 2023	Y	Y	Y	Y	Y	Y
7.	November 11, 2023	Y	Y	Y	Y	Y	Y
8.	December 14, 2023	Y	Y	Y	Y	Y	Y
9.	January 25, 2024	Y	Y	Y	Y	Y	Y
10.	February 17, 2024	Y	Y	Y	Y	N	Y

Legend: Y: Attended; N: Not Attended

Committees:

â¢ 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: -

Sr. No.	Name of Directors	Mr. Ratnakar Venkappa Rai	Mr. Ravikant Moreshwar Mhatre	Mr. Yogesh Banishilal Khakre
	Designation	Independent Director	Independent Director	Independent Director
1.	April 25, 2023	Y	Y	Y
2.	May 03, 2023	Y	Y	Y
3.	August 17, 2023	Y	Y	Y
4.	November 07 ,2023	Y	Y	Y
5.	January 25, 2024	Y	Y	Y

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managementâs 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

â¢ 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 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:

Sr. No.	Name of Directors	Mr. Ratnakar Venkappa Rai	Mr. Ravikant Moreshwar Mhatre	Smt. Sheela Prakash Lade
	Designation	Independent Director	Independent Director	Non-Executive & NonIndependent Director
1.	June 19, 2023	Y	Y	Y
2.	August 17, 2023	Y	Y	Y
3.	January 25, 2024	Y	Y	Y
4.	February 17, 2024	Y	Y	Y

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.

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:

Sr. No.	Name of Directors and KMP	Designation	Remuneration per annum (In '')
1.	Mr. Rohan Prakash 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	'' 17,15,003/-
4.	Mr. Prasad Ramesh Khopkar (Resigned w.e.f. January 31, 2024)	Company Secretary and Compliance Officer	'' 5,53,916/-
5.	Bhavna Dwarkadas Kukreja (Appointed w.e.f. February 17, 2024)	Company Secretary and Compliance Officer	'' 1,20,614/-

â¢ 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 Shareholderâs/ Investorâs 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:

Sr.

Name of Directors

Mr. Ratnakar Venkappa Rai

Mr. Ravikant Moreshwar Mhatre

Mr. Rohan Prakash Lade

Designation

Independent Director

Managing Director

March 09, 2024

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

Particulars	Number of Compliant
Number of complaints carried forwards end of financial year March 31, 2023	00
Complaints received during the year	08
Complaints disposed off during the Financial Year	08
Number of Complaints on year end March 31, 2024	00

â¢ 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 Boardâs 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.

Sr.

No.

Name of Directors

Mr. Ratnakar Venkappa Rai

Mr. Ravikant Moreshwar Mhatre

Mr. Yogesh Banishilal Khakre

Mr. Abhishek Agarwal

Mrs. Sangita Bhamesh Kamble

Designation

Independent

Director

Independent

Director

Independent

Director

Independent

Director

Independent

Director

March 18, 2024

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.

â¢ 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 (âICCâ) 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.

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

â¢ 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 ("Codeâ) 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 ("UPSIâ) 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 ("SEBIâ) with respect to the SEBI (Prohibition 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 Policyâ for directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation of the Companyâs Code of Conduct.

Accordingly, this Whistleblower Policy ("the Policyâ) 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.

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

Particulars of Complaints	No of Complaints
No of complaint carried forward as on March 31, 2023	0
No of complaint receiving during FY 2023-24	0
No of complaints at the end of financial year 2023-24	0

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:

â¢ Non-Independent Directors and the Board as a whole;

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

â¢ 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 armâs 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 armâs 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 (âRPTâ) 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:

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 Companyâs 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.

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:

Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility("CSRâ) Committee in accordance with Section 135 of the Companies Act, 2013 ("the Actâ). The Board has also framed a CSR Policy as per the recommendations of the CSR Committee. The CSR Policy is available on the Companyâs 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:

Sr.

No.

Name of Directors

Mr. Ravikant Moreshwar Mhatre

Mr. Ratnakar Venkappa Rai

Mrs. Sheela Prakash Lade

Designation

Independent Director

Non- Executive & NonIndependent Director

March 27, 2024

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 âAnnexure Vâ 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:

(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:

â¢ Better efficiency in operations,

â¢ Greater precision,

â¢ 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:

Foreign Exchange	Financial year ended March 31, 2024	Financial year ended March 31, 2023
Earnings	8,57,32,900/-	20,99,39,003/-
Outgoing	4,02,28,362/-	5,31,62,903/-

Risk Management:

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 Companyâs operations.

Auditors:

The Members of the Company at the 11^th Annual General Meeting (AGMâ) 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 Auditorsâ Report for fiscal 2024 provided by M/s J N Gupta & Co. LLP, Chartered Accountants contain the following observation/remark:

Observation of Auditor	Management Response
The company has not implemented the audit trail facility in its accounting software for maintaining its books of account	The management is in the process of implementation of audit trail facility in its accounting software to enhance the

The Independent Auditorsâ 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-

Observation of Auditor	Management Response
Based on our verification and audit report provided by Statutory Auditor, the Company has not implemented the audit trail facilities in his accounting software for maintaining itâs books of accounts during the financial year under review	The management is in the process of implementation of audit trail facility in its accounting software to enhance the maintenance of its books of accounts.

The Secretarial Auditorsâ Report for fiscal 2024 is enclosed as Annexure VI to the Boardâs 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:

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:

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

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

Directorsâ 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:

â¢ 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.

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

â¢ 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.

â¢ 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 Companyâs 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

Mar 31, 2023

Boardâs Report

To,

The Members,

BEW Engineering Limited

Your Directors are pleased to present the 12^th Annual Report of the business and operations of your Company BEW Engineering
Limited (hereinafter referred to as the said âCompanyâ or âBEWâ) 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 employeeâs
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 shareholdersâ 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

â¢ 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 ("KMPâ), 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 31^st 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 directorsâ 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 31^st 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 Managementâs
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 employeeâs 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 Shareholderâs/ Investorâ 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 31^st 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

January 23, 2023

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 Boardâs 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 (âICCâ) 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 ("Codeâ) 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 ("UPSIâ) 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 ("SEBIâ) 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 Policyâ for directors and employees to report concerns of unethical behavior, actual
or suspected, fraud or violation of the Companyâs Code of Conduct.

Accordingly, this Whistleblower Policy ("the Policyâ) 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 Committeeâ)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 Companyâs 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 ("ISINâ) duly allotted by the National Securities Depository Limited ("NSDLâ) and Central
Depository Services Ltd ("CDSLâ) 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 donât 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 armâs 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 armâs
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
28^th 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/.

Directorsâ 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 Auditorsâ and Auditorsâ Report:

The Members of the Company at the 11^th Annual General Meeting (AGMâ) 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 16^th Annual General Meeting.

The Independent Auditorsâ Report for fiscal 2023 provided by Messer J N Gupte & Co, Chartered Accountants does not contain
any qualification, reservation, or adverse remark. The Independent Auditorsâ Report is integrated in the 12^THAnnual 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 companyâs 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 Auditorsâ Report for fiscal 2023 does not contain any qualification, reservation, or adverse remark. The Secretarial
Auditorsâ Report is enclosed as Annexure VI to the Boardâs report, which forms part of this Integrated Annual Report.

Employeesâ 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 Companyâs total cost of operations. However, as a part of the
Companyâs 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 Companyâs 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.

Directorsâ 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 Companyâs 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]

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