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

FINANCIAL HIGHLIGHTS

(Rupees in lakh)

FINANCIAL PERFORMANCE HIGHLIGHTS &
STATE OF COMPANY’S AFFAIRS

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

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

Detailed financial statements of the Company along with
various financial ratios are available in the Management
Discussion & Analysis Report forming part of this report.

MATERIAL CHANGES OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR UNDER
REVIEW AND THE DATE OF THE REPORT

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

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

a) Subsidiaries

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

Further a statement containing the salient
features of the financial statements of each of
the subsidiaries, associates in the prescribed
format Form AOC-1, forms part of the Annual
Report and marked as “Annexure-I”. The
annual accounts of the subsidiary companies
will be made available to the shareholders on
request and will also be kept for inspection
by the shareholders at the registered office
of your Company.

Further, the Company has adopted a Policy for
determining Material subsidiaries in terms of
Regulation 16 (1) (c) of Listing Regulations. The
Policy approved by the Board is available on the
website of the Company at https://www.bmwM.
co.in/corporate-codes-and-policies/

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

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

b) Joint Ventures

Your Company has no Joint Venture.

c) Associate Company

Your Company has no Associate Company.

DIVIDEND

Your Company has adopted a Dividend Distribution Policy

in accordance with the provisions of Regulation 43A of

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (hereinafter referred to as ‘Listing

Regulations'). The Policy, inter alia, intends to ensure that
a balanced and concise decision is taken with regard to
distribution of dividend to the shareholders and retaining
capital to maintain a healthy growth of the Company
and lays down various parameters to be considered
by the Board before declaration/recommendation of
dividend to the members of the Company. The Dividend
Distribution Policy is available on the website of the
Company at www.bmwil.co.in

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

If the dividend, as recommended above, is declared
by the members at the forthcoming Annual General
Meeting, the same will be paid within 30 days from the
date of declaration to those shareholders whose name
appears in the Register of Members as on the record
date. Pursuant to the Finance Act, 2020, dividend
income is taxable in the hands of the shareholders
effective April 1, 2020 and the Company is required to
deduct tax at source from dividend paid to the Members
at prescribed rates as per the Income Tax Act, 1961.

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

In terms of Sections 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), the Company is required to transfer the
unpaid/unclaimed dividend amounts which remained
unclaimed for seven years from the date of such transfer
to the Investor Education and Protection Fund (IEPF) set
up by the Central Government. Further, all shares in
respect of which dividend has not been paid or claimed
for seven consecutive years shall also be transferred by
the Company to the IEPF.

The details relating to unclaimed / unpaid amounts to
the investor education and protection fund has been
separately provided in the Corporate Governance Report.

TRANSFER TO GENERAL RESERVE

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

ANNUAL RETURN

In terms of Section 92(3) of the Act, the draft Annual
Return for the financial year ended 31^st March, 2025 is
displayed on the website of the Company www.bmwil.co.in

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

SHARE CAPITAL

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

(c) Key Managerial Personnel (KMP)

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

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

None of the Directors of the Company are disqualified
as per section 164(1) or 164(2) of the Companies
Act, 2013 and rules made there under. The
Directors have also made necessary disclosures to
the extent as required under provisions of section
184(1) as applicable.

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

BOARD EVALUATION

The Company has formulated a Policy for performance
evaluation of Independent Directors, Board Committees
and other Directors, by fixing certain criteria, which was
recommended by the Nomination and Remuneration
Committee and adopted by the Board. The criteria for
the evaluation include their functioning as Members
of Board or Committees of the Directors included their
contribution as well as Board composition, effectiveness
of Board processes, information and functioning. The
criteria for committee functioning includes effectiveness
of committee meetings, performance review in
accordance roles and responsibilities assigned. The
criteria for evaluation of individual director included their
contribution and preparedness for the issues discussed
at the meetings, The Chairman was also evaluated with
respect to his role.

During the year under review, the Board carried out
annual evaluation in accordance with the above said
Policy and expressed satisfaction and contentment on
the performance of all the Directors, the Committees
and the Board as a whole. The evaluation mechanism
with parameters has been explicitly described in the
Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company have given
declarations that they meet the criteria of independence
as laid down under Section 149(6) of the Companies Act,
2013 and Regulation 16 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME UNDERTAKEN
FOR INDEPENDENT DIRECTOR

In terms of Regulation 25(7) of the SEBI (LODR)
Regulations, 2015, your Company is required to conduct
Familiarization Programme for Independent Directors
(ID) to familiarize them about your Company including
nature of Industry in which your company operates,
business model, responsibilities etc. Further, pursuant
to Regulation 46 of the SEBI (LODR) Regulations, 2015,
your Company is required to disseminate on its website,
details of familiarization programmes imparted to the
Ids including the details of the same. During the year,
the Company has organized two (2) familiarization
Programmes. The details of the familiarization
programme of Independent Directors are provided in
the Corporate Governance Report. The said policy is
available on the website of the Company at https://www.
bmwil.co.in/corporate-codes-and-policies/

REMUNERATION POLICY

The Board has on the recommendation of the Nomination
& Remuneration Committee adopted the Remuneration
Policy, which inter alia includes policy for selection and
appointment of Directors, Key Managerial Personnel,
Senior Management Personnel and their remuneration.
The remuneration policy of the Company aims to attract,
retain and motivate qualified people at the Executive
and at the Board levels. The remuneration policy seeks
to employ people who not only fulfill the eligibility
criteria but also have the attributes needed to fit into
the corporate culture of the Company. The said policy
is available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors acknowledge the responsibility for
ensuring compliances with the provisions of section
134(3)(c) read with Section 134(5) of the Companies Act,
2013 and provisions of the SEBI (LODR) Regulations,
2015 and in the preparation of the annual accounts for
the year ended 31^st March, 2025 states that —

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

(b) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
company at the end of the financial year and of the
profit of the company for the year;

(c) they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities;

(d) the annual accounts have been prepared on a
going concern basis;

(e) they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

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

THE BOARD OF DIRECTORS AND COMMITTEE

(i) Board of Directors

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

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

(ii) Committees of the Board

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

The details of Committees, their composition, terms
of reference, date of meetings and attendance at
the meeting have been furnished in the Corporate
Governance Report forming part of this Annual

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

MANAGEMENT DISCUSSION & ANALYSIS
REPORT

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

MATERIAL CHANGES AND COMMITMENTS

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

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

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

INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term
Internal Financial Control (‘IFC') means the policies and
procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding
of its assets, the prevention and early detection of
frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of
reliable financial information.

The Board is responsible for ensuring that internal
financial control is laid down in the Company and that
such controls are adequate and operating effectively.
The Company's internal control systems commensurate
with the nature of its business and the size and
complexity of its operations. These are routinely tested
and certified by Statutory as well as Internal Auditors
and cover all offices, factories and key business areas
of the company.

Internal Audit is conducted periodically and the internal
auditor monitors and evaluates the efficiency and
adequacy of internal control system including internal
financial control in the company.

Necessary certification by the Statutory Auditors in
relation to Internal Financial Control u/s 143(3)(i) of the
Act forms part of the Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility (CSR) Committee, in terms of provisions of
Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 inter alia to give
directions and assistance to the Board for leading the
CSR initiatives of the Company. The Committee formulates
and reviews the CSR Plan and also monitors the progress
of the CSR activities. The details of the Committee have
been disclosed in the Corporate Governance Report.

The Company has adopted a Corporate Social
Responsibility Policy in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014
which can be accessed at https://www.bmwil.co.in/
corporate-codes-and-policies/

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

The Annual Report on CSR activities, containing details
of brief outline of the CSR Policy of the company and
the initiatives undertaken by the company during the
financial year ended 31^st March, 2025, in accordance
with Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out in
“Annexure-3” to this report.

PARTICULARS REGARDING CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO

The details required pursuant to the provisions of Section
134 (3) (m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules , 2014, relating
to conservation of energy, technology absorption and
Foreign Exchange Earning and outgo form part the
Board's Report and marked as “Annexure -4” .

AUDITORS

(i) STATUTORY AUDITORS

In accordance with Section 139 of the Companies
Act, 2013 read with the Companies (Audit and
Auditors Rules) 2014, M/s. Lodha & Co. LLP
Chartered Accountants (Firm Registration Number
301051E) were re-appointed as Statutory Auditors
of the Company for a second term till the conclusion
of the 45^th Annual General meeting of the company
to be held in the year 2027.

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

(ii) COST AUDITORS

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

(iii) SECRETARIAL AUDITORS

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

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

(iv) INTERNAL AUDITORS

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

REPORTING OF FRAUDS BY AUDITORS

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

RELATED PARTY TRANSACTIONS

As required under the SEBI (LODR) Regulations,
2015, related party transactions are placed
before the Audit Committee for approval.
Wherever required, prior approval of the Audit
Committee is obtained on an omnibus basis for
continuous transactions and the corresponding
actual transactions become a subject of review at
subsequent Audit Committee Meetings.

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

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

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

PARTICULARS OF EMPLOYEES & RELATED
DISCLOSURES

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

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has in place a Whistle Blower Policy in
compliance with the provisions of Section 177(9) of the
Act and Regulation 22 of the Listing Regulations. The
Policy provides a framework to promote responsible
and secured reporting of unethical behaviour,
actual or suspected fraud, violation of applicable
laws and regulations, financial irregularities, abuse
of authority, etc. by Directors, employees and the
management. The said policy is available on the website
of the Company at https://www.bmwil.co.in/corporate-
codes-and-policies/

The Company endeavours to provide complete protection
to the Whistle Blowers against any unfair practices. The
Audit Committee oversees the genuine concerns and
grievances reported in conformity with this Policy. It
is affirmed that no personnel of the Company has been
denied access to the Audit Committee and no case was
reported under the Policy during the year.

CORPORATE GOVERNANCE REPORT

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

As per the Regulation 34(3) read with Schedule V of the
Listing Regulations a separate section on Corporate
Governance Practice followed by the Company together
with a certificate from practicing Company Secretary
confirming compliance of Corporate Governance as
stipulated forms part of the Annual Report.

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

DEPOSITS

Your Company has neither accepted nor renewed any
deposits from public within the meaning of Section
73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 during the year.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business
of the Company during the financial year ended
31^st March, 2025.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

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

CODE OF CONDUCT

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

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

SEBI has specified that BRSR to be submitted by the
top 1,000 listed companies by market capitalization as
per Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Our company does not meet this threshold, hence,
the Board confirms that the provisions related to
BRSR are not applicable for the financial year ended
March 31, 2025. However, Company is attaching the
Business Responsibility Reporting (BRR) voluntarily
in “Annexure-8.

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

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

CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS

As per the Regulation 34(3) and Schedule V Para C clause

(10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a certificate from
practicing Company Secretary confirming that none
of the Directors on the Board of the Company for the
Financial Year ending on 31^st March, 2025 have been
debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate
Affairs or any such other Statutory Authority and a copy
thereof is contained elsewhere in this Annual Report
and marked as “Annexure 10"

RISK MANAGEMENT POLICY

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

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

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

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

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

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

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

HUMAN RESOURCES

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

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

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

None

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

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

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

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

No. of Complaints received: NIL

No. of Complaints Disposed of: NIL

COMPANY’S WEBSITE

The website of your Company www.bmwil.co.in, has
been designed to present the Company's businesses
up-front on the home page. The site carries a
comprehensive database of information including
the Financial Results of your Company, Shareholding
pattern, Director's & Corporate Profile, details of Board
Committees, Corporate Policies and business activities
of your Company. All the mandatory information and
disclosures as per the requirements of the Companies
Act, 2013 and the Rules made thereunder are placed
on the website.

OTHER DISCLOSURES

During the year under the review:

i) There was no application made or any proceeding
pending under the insolvency and Bankruptcy
Code, 2016, involving the Company; and

ii) The Company had not entered into any one-time
settlement with any Bank or any Financial Institution.

CAUTIONARY STATEMENT

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

ACKNOWLEDGMENTS

The Board of Directors wishes to express its gratitude
and record its sincere appreciation for the commitment
and dedicated efforts put in by all the employees at all the
levels during this challenging period. Your Directors take
this opportunity to express their grateful appreciation
for the encouragement, co-operation and support
received by the Company from the local authorities,
bankers, customers, suppliers and business associates.
The directors are thankful to the esteemed shareholders
for their continued support and the confidence reposed
in the Company and its management.

For and on behalf of the Board
Sd/-

Ram Gopal Bansal

Place: Kolkata Chairman

Date: 16.05.2025 DIN: 00144159