The Directors of your Company are pleased to present the
40th Annual Report on the business and operations of the
Company and the Audited Financial Statements for the
Financial Year ended 31st March, 2026 (“the F.Y.”).

1. COMPANY'S FINANCIAL PERFORMANCE

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)

Note: Previous year's figures have been regrouped/
reclassified wherever necessary to correspond with
the current year's classification / disclosure.2. STATE OF COMPANY'S AFFAIRS & REVIEW OF
OPERATIONS

The Financial Statements of the Company for the year
ended 31st March, 2026 have been prepared in
accordance with Indian Accounting Standards (IND-
AS), the relevant provisions of sections 129 and 133 of
Companies Act, 2013 (hereinafter referred to as “the
Act”), Regulation 33 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(hereinafter referred to as “SEBI Listing Regulations”),
which have been reviewed by the Statutory Auditors.

Standalone Performance

The total revenue of the Company for F.Y. 2025-2026
stood at Rs. 59,156.26 Lakhs as compared to Rs.
62,011.52 Lakhs in the previous year. The Company
earned a profit after tax of Rs. 7,245.56 Lakhs for F.Y.
2025-26, as compared to profit of Rs. 7,239.11 Lakhs in
the previous year.

3. DIVIDEND

The members of the Board has recommended to declare
a dividend at the rate of Rs.10 each per share out of the
current year's profits on no. 38,266 0.01% Compulsory
Convertible Preference Shares as per sanction of
Resolution Plan to those preference shareholders whose
names appeared on the Register of Members as on cut¬
off date i.e. 18th September, 2026. However company
is not proposing any dividend to equity shareholders.

In terms of Regulation 43A of the SEBI Listing
Regulations, the Board of the Company has adopted a
Dividend Distribution Policy, which can be accessed on
the website of the Company at

https://www.bharatwireropes.com/assets/document/pd

f/832-1682510659.pdf.

4. RESERVES AND SURPLUS

The Board of Directors has decided to plough back the
entire amount of profit in the business. Accordingly, the
Company has not transferred any amount to the
'General Reserves' for the year ended 31st March, 2026.
The closing credit balance of the retained earnings of
the Company for F.Y. 2025-26, after all appropriation
and adjustments was Rs. 20,755.59 Lakhs.

5. SHARE CAPITAL
Authorised Share Capital

The authorized share capital during the financial year
ended 31st March, 2026 remained at Rs. 85,00,00,000
(Rupees Eighty-Five Crore Only) divided into
8,49,60,000 (Eight Crore Forty-Nine Lakhs Sixty
Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only)
each and 40,000 (Forty Thousand) Compulsorily
Convertible Preference Shares of Rs. 10/- (Rupees Ten
Only) each.

Increase in Paid up Equity Share Capital

• During the year under review, the Company has made
total allotment of 1,35,768 (One Lakh Thirty Five
Thousand Seven Hundred Sixty Eight) equity shares
of Rs.10 each to eligible employees under BWRL
ESOP Scheme 2022.

• As on 31st March, 2026, the paid up share capital of
the Company was Rs. 68,62,29,140/- divided into
6,85,84,648 equity shares of Rs.10/- each and 38,266
0.01% Compulsorily Convertible Preference Shares
of Rs.10/- each.

6. LISTING WITH STOCK EXCHANGES AND
DEPOSITORY SERVICES

Your Company's equity shares are listed on The BSE
Limited and National Stock Exchange of India Limited.
Further, the Company's Equity Shares have been
admitted to the depository mechanism of the National
Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). As a
result, the investors have an option to hold the shares of
the Company in a dematerialized form in either of the
two Depositories.

7. HUMAN RESOURCE

The Company's continued success depends on the
ability to attract, develop and retain the best talent at
every level. The Company's Human Resource (HR)
Management practices are deep rooted in ensuring a fair
and reasonable process for all- round development of its
talent. The Company strives to maintain a skilled and
dedicated workforce, representing diverse experiences
and viewpoints. The Company's HR Policy is focused on
supporting employee's well-being.

The Company finds it imperative to follow policies and
regulations that produce an unbiased work and safe
work environment.

8. CREDIT RATINGS

The Company has not issued any debt instruments and
does not have any fixed deposit programme or any
scheme or proposal involving mobilization of funds in
India or abroad during the financial year ended 31st
March, 2026.

The Company has reaffirmed credit rating by CARE
Ratings Limited on 06th July, 2026 i.e. 'CARE BBB ;
Stable' (read as CARE Triple B ; Outlook: Stable) for
long-term facilities and 'CARE A3 ' (read as CARE A
three plus) for short-term facilities, to the Company.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES and
JOINT VENTURES

As on 31st March, 2026, Company does not have any
associates or subsidiaries nor has entered into any Joint
Venture.

10. MEETIGS OF THE BOARD

During the period under review, the Board of Directors
met 5 (Five) times viz. on 19th May, 2025, 11th August,
2025, 12th November, 2025, 02nd February, 2026, and
07th March, 2026. The intervening gap between the
meetings was within the period prescribed under the
Companies Act, 2013 and the SEBI Listing Regulations.
The details of the meetings of the board of directors of
the company convened during the financial year, the
attendance of the members there at and other requisite
details are given in the Corporate Governance Report
which forms part of this Annual Report.

11. DIRECTORS AND KEY MANAGERIAL
PERSONNEL's (KMP's)

The lists of Director's & KMP's of the Company as on
31st March, 2026 are as follows:

* Mr. Venkateswararao Laxmanamurty Kandikuppa,
Whole-Time Director (DIN: 06456698) has resigned
with effect from 31st March, 2026, due to personal
reasons and commitments.

Further, none of the Directors are disqualified for being
appointed as the Director of the Company in terms of
section 164 of the Companies Act, 2013.

12. DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152(6) of the
Companies Act, 2013 (the “Act”) and in terms of the
Memorandum and Articles of Association of the
Company, Ms. Ruhi Mittal (DIN: 07159227), Non¬
Executive Director, is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible,
has offered herself for re-appointment. The re¬
appointment is being placed for members' approval at
the 40th Annual General Meeting. The Members of the
Company are requested to refer to the accompanying
notice of the 40th Annual General Meeting of the
Company, for a brief profile of the Director.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company after due assessment took on record the
necessary declarations received from each of the
Independent Directors under Section 149(7) of the
Companies Act, 2013, that they meet the criteria of
Independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI Listing Regulations. In terms of Regulation 25(8)
of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any
circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their
ability to discharge their duties. Further, all the
independent directors on the Board of the Company are
registered with the Indian Institute of Corporate Affairs,
Manesar, Gurgaon (“IICA”) as notified by the Central
Government under Section 150(1) of the Companies
Act, 2013 and as applicable shall undergo online
proficiency self-assessment test within the time
prescribed by the IICA. The Board after taking these
declarations/ disclosures on record and acknowledging
the veracity of the same, is of the opinion that the
Independent Directors of the Company possess requisite
qualifications, experience, expertise, hold highest
standards of integrity and are Independent of the
Management of the Company. The terms and conditions
of appointment of Independent Directors are available
on the website of the Company at
https://www.bharatwireropes.com/storage/uploads/doc
ument/investors/Terms%20and%20Conditions%20of
%20Appointment%20of%20Independent%20Director
s.pdf

14. COMMITTEES OF BOARD

The Board has established following Committees in
compliance with the requirements of the business and
relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Finance Committee

• Fund Raising Committee

The Committees constituted by the Board focuses on
specific areas and take informed decisions within the
framework of delegated authority, and make specific
recommendations to the Board on matters within their
areas or purview. The decisions and recommendations
of the Committees and minutes of meeting of committee
are placed before the Board for information and/or for
approval, as required. During the year under review, all
recommendations received from its committees were
accepted by the Board.

The details pertaining to the composition of the various
Committees of Board and details of their meeting held
are included in the Corporate Governance Report, which
is a part of this report.

15. POLICY FOR DETERMINING DIRECTORS'
ATTRIBUTES AND REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL's
AND SENIOR MANAGEMENT EMPLOYEES

Pursuant to Section 178 ofthe Act, the Board has devised
Nomination and Remuneration Policy for determining
director attributes and remuneration of Directors, Key
Managerial Personnel's and Senior Management
Employees. The Board Diversity and Remuneration
Policy, has been framed to encourage diversity of
thought, experience, knowledge, perspective, age and
gender in the Board and to ensure that the level and
composition of the remuneration of Directors, Key
Managerial Personnel's and all other employees are

reasonable and sufficient to attract, retain and motivate
them to successfully run the Company. The said Policy
is available on the website of the Company and can be
accessed at the web link:www.bharatwireropes.com.

16. PERFORMANCE EVALUATION OF BOARD,
COMMITTEES AND DIRECTORS

In compliance with the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Board
of Directors has carried out an Annual Evaluation of its
own performance, Board Committees, Individual
Directors, Chairperson and the CEO/ Managing
Director etc., for the year under review.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
Directors including the Non-Executive Chairman and
the Managing Director/CEO, their personal
performance carried out using a peer review process,
participation, contribution and offering guidance and
understanding of the areas which were relevant to them
in their capacity and was assessed on selected
parameters related to roles, responsibilities and
obligations of the Board and functioning of the
Committees including assessing the quality, quantity
and timeliness of flow of information between the
Company's Management and the Board which is
necessary for the Board to effectively and reasonably
perform their duties.

In a separate meeting of the Independent Directors held
on 17th October, 2025 and 07th March, 2026,
performance of Non-Independent Directors,
performance of the Board as a whole and performance
of the Chairman were also evaluated, taking into
account the views of Executive Directors and Non¬
Executive Directors. The Directors were asked to
provide their valuable feedback and suggestions about
the overall functioning of the Board and its Committees
and its areas of improvement for a higher degree of
engagement with the Management.

The Board expressed its satisfaction with the evaluation
results, which reflects the high degree of engagement of
the Board and its Committees with the Company and its
Management. Based on the outcome of the evaluation
and assessment cum feedback of the Directors, the
Board and the Management have also agreed on some
action points, which will be implemented over an
agreed period.

17. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation
25(7) of the SEBI Listing Regulations, 2015, the
Familiarization programme for Independent Directors,
which also extends to other Non-Executive Directors
that aims to familiarize them with the Company, nature
of the industry, business model, processes & policies,
compliances etc. and seeks to update them on the roles,
responsibilities, rights and duties under the Companies

Act, 2013 and the SEBI Listing Regulations and other
applicable statutes. The details of the induction and
familiarization programme for the Directors are given in
the Corporate Governance Report, which forms part of
the Annual Report.

18. REMUNERATION OF DIRECTORS AND
PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act
read with Rule 5(1) ofthe Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
given below.

The ratio of the remuneration of each director to the
median remuneration of the employees of the
Company for the Financial Year 2025-26:

*Note-Mr. Venkateswararao Laxmanamurty
Kandikuppa, Whole-Time Director (DIN: 06456698)
has resigned with effect from 31st March, 2026, due to
personal reasons and commitments.

I. The percentage increase in remuneration of each
Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary in the financial year.

ii. The percentage increase in the median remuneration
of employees in the financial year:

iii. The number of permanent employees on rolls of the
Company:

There were 568 (Five Hundred and Sixty Eight)

permanent employees (includes permanent workers) as
on 31st March, 2026.

iv. Average percentile increase/decrease already made
in the salaries of employees other than the
managerial personnel in the last financial year and
its comparison with the percentile increase/decrease
in the managerial remuneration and justification
thereof and point out if there any exceptional
circumstances for increase/decrease in the
managerial remuneration:

The average increase in the salaries of employees
excluding Managerial Personnel during Financial Year
2025-26 was (2.24 %).

The average increase in the salaries of Managerial
Personnel during Financial Year 2025-26 was 10.94%.

v. The key parameters for any variable component of
remuneration availed by the Directors:

There is no variable component of remuneration availed
by or paid to directors during the year.

vi. Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirms remuneration is as per
remuneration policy ofthe Company.

Further, the details required under section 134 (3) (q) of
the Companies Act, 2013 read with Rule 5(2) & 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given as
Annexure I to this report.

19. REPORTING OF FRAUDS

There have been no instances of fraud reported by the
Statutory Auditors under Section 143 (12) of the Act
and Rules framed thereunder, either to the Company or
to the Central Government.

20. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitment affecting
financial position of the Company which has occurred
between the end of the financial year of the Company i.e.
31st March, 2026 and the date of this Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) ofthe
Act, the Annual Return as on 31 st March, 2026 is available
on the Company's website i.e.www.bharatwireropes.com

22. CORPORATE GOVERNANCE

Company has consciously adhered to the best standards
of corporate governance long before they were legally
mandated. The Company has devised proper systems to
ensure compliance with all the applicable provisions and
that such systems are adequate and operating effectively.
Pursuant to Regulation 34(3) read with Schedule V of
the SEBI Listing Regulations, a separate section on
Corporate Governance practices followed by the
Company, together with a Certificate from Practicing
Company Secretary confirming compliance, forms an
integral part of this Report.

A declaration with respect to the compliance with the
Code of Conduct duly signed by the Chief Executive
Officer of the Company also forms part of this Report.
Disclosure under Schedule V of the companies act
2013:

23. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report as
stipulated under the Regulation 34(2)(e) of the SEBI
Listing Regulations and the same is presented in a
separate section forming part of this Annual Report. It
provides details about the overall industry structure,
global and domestic economic scenarios, developments
in business operations / performance of the Company's
various businesses, internal controls and their adequacy,
risk management systems, human resources and other
material developments during the financial year 2025-26.

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, Business Responsibility and
Sustainability Report (“BRSR”) covering disclosures on
Company's performance on ESG (Environment, Social
and Governance) parameters for FY 2025-26, is provided
as a separate section forming part of the Board's Report.

25. SECRETARIAL STANDARDS

The Board of Directors affirms that the Directors have
devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards i.e.
(SS-1 and SS-2) issued by the Institute of Companies
Secretaries of India and that such systems are adequate
and operating effectively. The Company has complied
with the applicable Secretarial Standards.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013,
and to the best of their knowledge and belief and
according to the information and explanations obtained
by them, your Directors confirm the following
statements:

(a) In the preparation of the annual accounts for the
financial year ended March 31, 2026; 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, 2026 and
of the profit and loss 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 the 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 had laid down internal financial
controls to be followed by the company and those
internal financial controls were adequate and were
operating efficiently; and

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

27. AUDITORS

• Statutory Auditors

The Members of the Company, at the 39th Annual
General Meeting held on 25th September, 2025, had
appointed M/s. CNK & Associates LLP, Chartered
Accountants (FRN: 101961W/W-100036), as the
Statutory Auditors of the Company for their first term
of five years, i.e., from FY 2025-26 to FY 2029-30.
Subsequently, the Statutory Auditors requested an
increase in the audit fees. The audit fees currently
offered to the Statutory Auditors are already
significantly higher than those paid during the
previous audit period. Considering that the
Company's business operations remain substantially
at the same level, it would be difficult for the Company
to accommodate any further increase in the audit fees.
In view of the above, M/s. CNK & Associates LLP
tendered their resignation as the Statutory Auditors of
the Company vide their letter dated 09th February,
2026, thereby resulting in a casual vacancy in the
office of the Statutory Auditors of the Company.

Accordingly, in order to fill the said casual vacancy,
the Board of Directors of the Company at their
meeting held on 07th March, 2026, based on the
recommendation of the Audit Committee, has
appointed M/s. Borkar & Muzumdar, Chartered
Accountant, (Firm Registration No. 101569W) as
Statutory Auditors to fill the casual vacancy and same
was approved by the members of the company
through postal ballot dated 05th May, 2026 To hold
office until the conclusion of the forthcoming Annual
General Meeting.

Pursuant to the provisions of Section 139 of the Act
and the rules framed thereunder, The Board of
Directors of the Company (“the Board”), has,
proposed to the Members of the Company
appointment of M/s. Borkar & Muzumdar, Chartered
Accountant, (Firm Registration No. 101569W) as
Statutory Auditors of the Company, for a term of 5
(five) consecutive years commencing from 2026-27
to 2030-31 subject to the approval of the members at
the ensuing AGM.

Further, the aforesaid Statutory Auditors have
confirmed that they are not disqualified to act as
Auditors and are eligible to hold office as Auditors of
your Company for financial year 2025-26.

Further, the report furnished by auditor i.e. M/s.
Borkar & Muzumdar, Statutory Auditors along with
the notes to accounts is enclosed with the Financial
Statements. The Auditors have issued an unmodified
opinion on the Financial Statements for the financial
year ended 31st March, 2026. The Auditors of the
Company have not reported any fraud as specified
under Section 143(12) ofthe Companies Act, 2013.

• Secretarial Auditors

Pursuant to the provisions of Regulation 24A of SEBI
(LODR) Regulations 2015, Section 204 of the Act,
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 M/s. Mihen
Halani & Associates, Practicing Company
Secretaries, has been appointed as secretarial auditor of
the company for a term of 5 (five) consecutive years
from FY 2025- 26 till FY2029-30. The report of the
Secretarial Auditor in form MR-3 is annexed to this
report as Annexure II. The comments mentioned in
the SecretarialA udit Report is Self-Explanatory.

Pursuant to the circular issued by the SEBI dated 8th
February, 2019, Secretarial Auditor has issued the
“Annual Secretarial Compliance Report” for the year
ended 31st March, 2026, and the same was submitted
to the stock exchanges in time.

• Cost Auditors:

Pursuant to Section 148(1) of the Act, the Company is
required to maintain cost records as specified by the
Central Government and accordingly such accounts
and records are made and maintained. Further,
pursuant to Section 148(2) of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014, the Company is also
required to get its cost accounting records audited by
a Cost Auditor. Accordingly, the Board, at its meeting
held on 16th May, 2026 has, on the recommendation
of the Audit Committee, appointed M/s. Dilip M.
Bathija, Cost Accountant (Firm Registration No.
100106), to conduct the audit of the cost accounting
records of the Company for FY 2026- 27 at a
remuneration of Rs. 1,25,000 /- plus Goods & Service
Tax & re-imbursement of out-of-pocket expenses.
The remuneration is subject to the ratification of the
Members in terms of Section 148 ofthe Act, read with
Rule 14 of the Companies (Audit and Auditors)
Rules, 2014 and accordingly the same is placed
before the members at ensuing Annual General
Meeting for ratification.

• Internal Auditor:

During the year under review, M/s. PKF Sridhar &
Santhanam LLP, Chartered Accountants (Firm
Registration No.: 003990S/S200018), Mumbai was
appointed to perform the duties of internal auditors of
the Company for the Financial Year 2026-2027.

The report submitted by the Internal Auditors gets
reviewed by the audit committee from time to time.
Further, the Board on recommendation of the Audit
Committee at its meeting held on 16th May, 2026, has
re-appointed M/s. PKF Sridhar & Santhanam
LLP, Chartered Accountants (Firm Registration No.:
003990S/S200018), as an Internal Auditor of the
Company for the financial year 2026-27.

28. BUSINESS RISK MANAGEMENT

Your Company has laid down Risk Management Policy
to identify risks inherent in the business operations of
the Company which provides guidelines to define,
measure, report, control and mitigate the identified
risks. An enterprise-wide risk management framework
is applied so that effective management of risks can be
done. Risk is an integral part of every employee's job.
The Audit Committee and Risk Management
Committee play an important role in of the risk
management systems. The Policy is devised for
identification of elements of risks and procedures for
reporting the same to the Board. The Board reviews the
business plan at regular intervals and develops the Risk
Management Strategy which shall encompass laying
down guiding principles on proactive planning for
identifying, analyzing and mitigating all the material
risks, both external and internal viz. Environmental,
Business, Operational, Financial and others.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility Committee as per Section 135(1) of the
Companies Act, 2013. The composition of CSR
Committee and terms of reference are provided in
Corporate Governance Report. The CSR policy is
uploaded on the Company's website at:
www.bharatwireropes.comThe CSR Report for the
Financial Year 2025-26 is annexed to this report as
Annexure-III.

30. DEPOSITS

The Company has not accepted any deposits and as such
no amount on account of principal or interest on public
deposit under section 73 and 74 of the Act, read together
with the Companies (Acceptance of Deposits) Rules,
2014 was outstanding as on the date ofthe Balance Sheet.

31. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT

Details of the Loans, guarantees and investments
covered under Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements
provided in this Annual Report.

32. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH PARTIES

All related party transactions entered and executed
during the year under review were in ordinary course of
business and on arms' length basis. There were no
material contracts or arrangements or transactions
entered with related parties, therefore Form AOC-2 does
not form part of this report. There were no materially
significant Related Party Transactions made by the
Company with Promoters, Directors or Key Managerial
Personnel, etc., which may have potential conflict with
the interest of the Company at large. A statement of all
Related Party Transactions is presented before the Audit
Committee and Board on a quarterly basis, specifying
the nature, value and terms & conditions of the
transactions. The said transactions were reviewed and
approved by the Audit Committee.

Policy on Materiality of and dealing with Related Party
Transactions ofthe Company is available on the website
of the Company and can be accessed at the web link:
www.bharatwireropes.com.

33. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

In Compliance with Section 177(9) of the Act and
Regulation 22 of the SEBI Listing Regulation, the
Company has adopted a Whistle Blower Policy. The
Audit Committee oversees the functioning of this
policy. The Company's vigil mechanism / Whistle
blower Policy aims to provide the appropriate platform
and protection for Whistle Blowers to report instances
of fraud and mismanagement, if any, to promote
reporting of any unethical or improper practice or
violation of the Company's Code of Conduct or
complaints regarding accounting, auditing, internal
controls or suspected incidents of violation of
applicable laws and regulations including the
Company's code of conduct or ethics policy or Code of
Conduct for Prevention of Insider Trading in the
Company, Code of Fair practices and Disclosure. The
Vigil Mechanism provides a mechanism for employees
of the Company to approach the Chairman of the Audit
Committee of the Company for redressal. Details of the
Vigil Mechanism and Whistleblower policy are covered
in the Corporate Governance Report, which forms part
of this Annual Report and are made available on the
Company's website at (www.bharatwireropes.com).
During the financial year 2025-26, no cases under this
mechanism were reported to the Company.

34. BHARAT WIRE ROPES LIMITED EMPLOYEE
STOCK OPTION PLANBWR ESOP 2017

The Shareholders of the Company, through Postal ballot
dated 11th February, 2017 approved the BWRL
Employees Stock Option Plan - 2017 (ESOP Plan),
implemented with an objective of enabling the
Company to attract and retain talented human resources
by offering them the opportunity to acquire a continuing
equity interest in the Company, which will reflect their
efforts in building the growth and the profitability of the
Company.

BWRL ESOP Scheme, 2022

The shareholders vide special resolution passed in their
Extra-ordinary general meeting held on 20th October,
2022 approved BWRL ESOP Scheme 2022 which was
formulated by the Company with an objective to align
interests of employees with those of a company and
provide an opportunity to employees to participate in the
growth of the Company and to attract, retain and motivate
the best available talent in a competitive environment.

The Certificate from the Secretarial Auditors of the
Company certifying that the Company's Stock Option
Plans are being implemented in accordance with the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021would be available for
inspection during the meeting in electronic mode.

Further, the Board hereby confirms that during the year
under review there were no other material changes
carried out in both the schemes and same is in
compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. Details
as required as per Part F of Schedule I of the SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 is available on the website at
www.bharatwireropes.com

The details of the plan form part of the Notes to accounts
(Note no. 48) of the financial statements in this Annual
Report and the BWRL Employees Stock Option Plan -
2017 and BWRL ESOP Scheme 2022 are available on
the website of the Company i.e.
www.bharatwireropes.com.

During the year 1,35,768 equity shares have been
allotted to the eligible employees whose options were
duly vested under the BWRL ESOP Plan 2022.

35. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by the
regulators or courts or tribunals impacting the going
concern status of your Company and its future operations.

36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy,
technology absorption, Foreign exchange earnings and
outgo as required under Section 134 (3) (m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is as under:

(A) Conservation of Energy:

Energy conservation continues to be an important focus
area for BWR, with the objective of improving energy
efficiency, reducing power consumption and
minimizing the environmental impact of its operations.
During the year under review, the Company continued to
undertake various initiatives towards efficient utilization
of energy, including implementation of proximity and
temperature sensors for optimizing the operation of
electrical peripherals, conducting an energy audit to
identify and reduce power wastages, and initiating steps
towards installation of solar panels on the rooftop and
adjoining land. These initiatives reflect the Company’s
continued commitment towards sustainable and
environmentally responsible operations.

(B) Technology Absorption:

The Company continues to focus on energy

conservation and efficient resource utilization.
During the year, light and level sensors were
implemented to optimize electricity and resource
usage, while load sensors were installed to automate
weight measurement, reduce manual intervention
and improve operational efficiency.

(C) Foreign Exchange Earnings and Outgo:

(Amount in Lakhs)

37. COMPLIANCE WITH PROVISIONS OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company is committed to uphold and maintain the
dignity of women employees and an Internal
Complaints Committee has been formed for each
location of the Company under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Further, the Company has also framed Sexual
Harassment Policy of Bharat Wire Ropes Limited to
prevent sexual harassment of women at work place.

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainees) are
covered under this policy. The Company has also
complied with the provisions related to the constitution of
an Internal Complaints Committee (ICC) under the said
Act to redress complaints received regarding sexual
harassment. The Company received no complaints
pertaining to sexual harassment during FY 2025-26.
Details with respect to number of complaints received
pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 are
as follows -

38. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIALSTATEMENTS

Your Company has a robust internal control system
commensurate with the size and scale of its operations.
Roles and responsibilities are clearly defined and
assigned. Standard operating procedures are in place by
way of built in controls in ERP system and have been
designed to provide a reasonable assurance. A reputed
Chartered Accountants firm has also been engaged for
internal audit, covering all units and business
operations. The Audit Committee reviews the adequacy
and effectiveness of internal control systems and
provides guidance for further strengthening them. Apart
from having all policies, procedures and internal audit
mechanism in place, your Company also periodically
engages outside experts to carry out an independent
review of the effectiveness of various business
processes. The observations and good practices
suggested are reviewed by the Management and Audit
Committee and appropriately implemented with a view
to continuously strengthen internal controls.

39. CEO/CFO CERTIFICATION

The Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) have certified to the Board
about compliance by the Company in accordance with
Regulation 17(8) read with Part B of Schedule II of the
Listing Regulations for the financial year ended March
31, 2026 and the same forms part of this Annual Report.

40. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or
unclaimed for a period of Seven years. Therefore, there
were no funds which were required to be transferred to
investor Education and Protection Fund (IEPF).

41. MATERNITY BENEFIT: Rule 8(5)(xiii) of
Companies (Account) Rules, 2014

The Company affirms that it has duly complied with all
provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women
employees during the year.

42. MISCELLANEOUS

• During the year, there was no change in the general
nature of business of your Company.

• Your company has not issued equity shares with
differential rights as to dividend, voting or otherwise;

• Your Company did not allot any sweat equity shares.
Therefore, no disclosures as required under Rule 8
(13) of Companies (Share Capital and Debentures)
Rules, 2014;

• there were no instances of non-exercising of voting
rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 67(3)
of the Companies Act, 2013 read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules,

2014; During the financial year under review, no
applications were made or proceeding initiated
against the Company under the Insolvency and
Bankruptcy Code, 2016 nor any such proceeding was
pending at the end of the financial year under review.

• There was no one-time settlement done during the
year. Hence, disclosure of details of difference
between amount of the valuation done at the time of
one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions is
not applicable.

43. APPRECIATION AND ACKNOWLEDGEMENT

Your directors are grateful to the Shareholders and
Investors for their continued patronage and confidence
in the Company over the past several years. Your
directors also thank the Central and State Governments,
other Statutory and Regulatory Authorities for their
continued guidance, assistance, co-operation and
support received.

Your directors thank all our esteemed shareholders,
clients, associates, bankers, vendors and contractors
and other stakeholders at large within the country and
overseas for their continued support, faith and trust
reposed in the professional integrity of the Company.
With continuous learning, skill up gradation and
technology development Company will continue to
provide world class professionalism and services to its
clients, associates, vendors and contractors.

Your directors also wish to convey their sincere
appreciation to all employees at all levels for their
dedicated efforts and consistent contributions and co¬
operation extended and is confident that they will
continue to contribute their best towards achieving still
better performance in future to become a significant
leading player in the industry in which Company
operates.

On behalf of Board of Directors of
Bharat Wire Ropes Limited

Murarilal Mittal Mayank MittalManaging Director Joint Managing DirectorDIN: 00010689 DIN: 00127248

Date: 07th August, 2026
Place: Mumbai