Your Director hereby present the 53^rJ Annual Report of your Company for the financial year ended 31st March, 2025.

FINANCIAL RESULTS

The financial performance of your Company far the year ended 31st March, 2025 is summarized below

2. DIVIDEND:

In view of accumif ated lose, your Directors regret their Inability to recommend any dividend.

3 OVERV1EW OF COMPANY’S FI NANCIAL PERFORMANCE:

With the Repeal of SICA, giving way to NCLT, the company is no more subject to restrictive provisions of SICA. As such the scheme of rehabilitation of the company which was under consideration of BIFR has now become redundervt. The management is now exploring the possibilities to enter into new product lie by relocating the unit after transfer of Leasehold right of land situated at plot no 3, 7 &. 3 Industrial Area. Bhflai.

In due course of line the board wll put up the proposal for restarting the unit with existing new business before the shareholders for thefr approval.

4. 3HARE CAPITAL

There Is no Change to the Authorized, Issued, Subscribed & paid up capital of the company during (he year under review.

5. DISCLOSURES:

The related party transactions during the year within the meaning of Section 189 (1) of Companies Act, 2013 have been disclosed In Annexure C to the Board's Report hn form ADC-2. The Company has formulated a Policy on materiality of Related Party Transactions, while deaflng In Related Party Transactions, In accordance with relevant provisions of Companies Act, 2013 and Clause 40 of the erst while Usfog Agreement and Regulation 23 of SESI {Listing Obligations £ Disclosure requirements ) Regulations ,2015 though the said regulation Is not applicable to the company In view of exemption allowed under Regulation 15 {2}.

6.    INVESTOR EDUCATION AND PROTECTION FUND

The Company's operations are suspended for last 16 years. No amount of unpaid dividends and shares are pending for transfer to the above fond. In view of Irianctal constrain the company did not declare any dividend.

7.    MATERIAL CHANGES AFFECTING THE COMPANY

There is no material change during the year under review which has affecting the company.

6. SEXUAL HARRASMEMT

Not applicable as there Is no women employee la the Company.

9. AUDIT COMMITTEE

The Audit Committee was constituted on 31* January, 2001. the fonctiordig of the Audit Committee Is governed by a charter duly approved by Board which Is In line with the provision of section 177 of the companies Act, 2013 and Clause 49 of the Listing Agreement :

The role of the Audit Committee Includes the folowing:

1.    Oversight of the company's financial reporting process and disclosure of its financl al Information to ensure that the financial statement Is correct, sufficient and credible.

2.    Recommendation for appointment, re-appointment, terms of appointment I reappointment and, if required, the placement or removal of the statutory auditor and the fixation of audit foes/remunaration,

3.    Approval of Payment to statutory Auditors for any other services rendered by Statutory Auditors,

4.    Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

* Matters required to be Included In the Directors Responsibility Statement: to be Included In the Board's Report In terms of sub - section (5) of section 134 of the

companies Act, 2013.

¦    Changes, & any, fei accounting policies end practices end reasons for the same.

*    Major accounting entries Involving estimates based on the exercise of judgement by the Management.

*    Significant adjustments made In the financial statements arising out of audit findings.

*    Compliance with listing and other legal requirements relating to financial statements.

¦    Disclosure of ary Related party transactions.

- QuaMcatlons In the draft Audit Report

5.    Reviewing with the management, the quarterly financial statements, before submission to the Board for approval,

6.    Reviewing with the management Vie statement of used application of funds raised through an Issue (public Issue, right Issue, preferential Issue, etc.), the statement of funds utilized for purposes other than those stated In the offer document/ prospectus/notlce and the report submitted by the monitoring agency monitoring the utilization of (he proceeds of a public or rights Issue,, and making appropriate recommendation to the board to take up steps In this matter.

7.    Evaluation of Internal financial controls and risk management system.

5. Reviewing, with the management, performance of statutory and Internal auditor and adequacy of the internal control systems.

9.    Reviewing the adequacy of Internal audit ftincdon, If any Including the structure of the Internal audit department, stalling and seniority of the official heading (he department, reporting structure coverage and frequency of Internal audit.

10.    Discussion with Internal auditors any significance findings and follow ups (here on.

11.    Reviewing the findings of any Internal investigations by the Internal auditors In to matters where there Is suspected fraud or ^regularity or a failure of Internal control systems of a material nature and reporting matter to the board.

12.    Discussion with Statutory auditors before the audit commences , about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

13.    To look In to the reason tor substantial defaults in payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

The Software on Structured Digital Database (SOD) tor flow of Information Is already to place which was also digitally inspected by BSE in last year.

14.    to review the function of Whistle - Blower mechanism

15.    Approval of appointment of CFO (Le. the whole time finance director or any other person heading the frame function or discharging that function} after assessing the quaHflcatlons, experience and background etc. of the candidate.

10. Carrying out any other function as to mentioned fri the berms of reference of (he audit committee.

17. Review and monitor the auditor's Independence, performance and effectiveness of audit process.

19. Approval or any subsequent modification of transactions of the company with ¦elated parties.

19.    Scrutiny of infer - corporate loans and investments.

20.    Valuation of undertakings or asset of the company. wherever It Is necessary.

The Audit Committee is empowered to:

*    Investigate any activity within Its terms of reference and to seek any Information It require horn any employee.,

*    Obtain legal or other advice from independent professional and secure the attendance of outsider with relevant experience and expertise, wherever considered necessary.

Audi; Committee is mandate to review:

*    Management discussion and analysis of financial conditions and result of operations.

Statement of significant related party transaction (as define by Che Audit Committee), Submitted by Management

*    Management leuensrietters of internal control weakness issued by the statutory auditors.

*    Internal Audit Reports relating to internal control weakness.

*    Appointment. removal and terms of remuneration of the chief internal audSor.

The audit committee to comprised of three Independent directors. Company Secretary & Compliance officer is the secretary of the audit committee The committee is chaired by Shri Malay Sengupta. The committee met FOUR trues dung the year ended 31.03.2025, i.e, on 25.05.2024. 27.07.2024, 11.11.2024 and 13.02.2025.

Attendance of members at the meeting of Audit Committee held duing the Financial year ended 31.03.2025 were as under: -

The Chapman of the audit Committee was present at the EastAGM held or 29.07.2024.

Audit Committee Report lx the year ended March 31,2025.

To the Board of DrecEore of BWL Limited.

Two third members of the Audit committee Is an Independent director on the date of (his report, according to the definition laid down in Regulation 13 of SEBI {Ustaig Obligation and Disclosure Requirements) Regulation 2015 and erstwhile clauses 40 of the listing agreement with the relevant stock exchanges.

The management is responsible for the company's ritenrtal controls and financial report process. The independent auditors are responsible for performing an independent audit of ihe company’s financial statements In accordance wtth the Indian GAAP and for Issuing a report thereon. Hie Committee Is responsible for overseeing the processes related to financial reporting aid information dissemination.

In this regard, the committee discussed wtth the company’s statutory Auditors the overall scope for their audit and reviewed the Independence, performance and effectiveness of audit process. The committee also discussed ihe result of examinations made by titemal auditors, there evaluation of the company’s eternal Anandal controls and the overall quality of financial reporting, The management also presented to the committee the company's feianciat statements and also represented that the Company's financial statements had bean drawn in accordance with the Indian GAAP.

Based on review and discussions conducted with the management sand the independent Auditors. The audit committee believes that the company's financial statements are fairly presented in conformity with Indian GAAP in all material aspects.

The Committee has also reviewed statement of oonteigenf liabiities, management discussion and analysis, risk assessment and miiimizatkjn procedure, directors responsibility statement, financial result and draft auditffimited review reports thereon, compliances relating bo financial statements and draft audit reports , approved ( including modification, if any) Related party transactions and scrutinized inter corporate loans of the company... bring the year, the committee also evaluated the internal financial control & risks management system of the company and reviewed fts responsibilities as per various applicable provisions of companies act 2013 and listing agreement. Further the committee affirms that in exercise of power conferred by the policy under Whistle- Blower PoficyA/igiS Mechanism, no personnel had lodge any complain to the audit committee.

in conclusion, the committee is sufficiently satisfied that it has complied with the responsIbBty as outlined In Ihe audit committee’s responsibility statement.

10.    Disclosures by Senior Management 6 Key Managerial Personnel

The Senior Management Personnel make disclosures to the Board periodically regarding:

their dealings t\ the Company's shares V any; and all material financial and commercial and other transactions with the company If any.

Where they have personal Interest, sfcattig that the said dealings and transactions, If any, had no potential conflict with the Interest of the Company at large.

The material, financial and commercial transactions where Key Managerial Personnel have personal interest forms part of the disclosure on related parties referred to in Motes to Annual Accounts, which was reported to the Board of Directors.

11.    Disclosure of accounting treatment In preparation of financial statements

The Company has implemented the applicable accounting standards as notified under the Companies (Indian Accounting Standards) Rules 2015 as specified In section 133 of the Companies Act, 2013 read w*h relevant issues there under in preparation of its financial statements.

12.    Details of non-compliance by the Company

BWL has generally complied with al the requirements of regulatory authorities. Mo penalties/ strictures were Imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital market during the last three years.

13.    Code for Prevention of Insider-Trading Practices

In compliance with (he SEBI regulations for Insider Trading and the provisions of Companies Act 2013, the Company has In place a comprehensive Code of Conduct for Prevention of Insider Trading, for Its management and staff. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made whle dealing with the shares of BWL, and cautioning them of the con sequences of violations. The Company Secretary has been appointed as the Compliance Officer.

The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information In accordance with SEBI (Prohbition of Insider Trading) Regulations. 2015. which has been effective from 15th May, 2015.

14. Whistle-Blower Policy /Vigil Mechanism

BWL has established a forum to which Dlectors, employees, busbiess associates may report unethical behavior, malpractices, wrongly conduct, fraud, violation of Company^ code of conduct without fear of reprisal through direct touch Initiative, AH Dlectors, employees, business associates have been enabled to have died access to the

Chatman of the Audit Committee. the forum of this has been named Dtect Touch team. The Whtette-Bkwef Protection Poflcy alma to:

¦    Allow and encourage stakeholders to bring to the management notice concerns

about unethical behavior, malpractice, wrongful conduct actual or suspected fraud or violation ofpoficies.

• Ensure ninety and consistent organizational response.

¦    Buid and strengthen a culture of transparency and trust.

- Provide protection against victimisation.

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis. The Committee has. h Its Report affirmed that no person has been denied access to the Audit Committee.

15. CEO/CFO certification

The CEO and CFO certification on the financial statements and the cash Dow statement for tire year is placed at the end of this Report.

1ft. Legal Compliance Reporting

The Board of Drectors reviews ti detail, on a quarterly basis, the report of compliance with respect to sfl applicable laws and regulations. Ary non-compliance Is taken up by the Board with utmost business fixation of accountabllty and reporting of steps taken for rectification of non-compHance.

IV. PUBLIC DEPOSIT; Net applicable

IS. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

There is no change in Directors and KMP during the year under review.

19.    BUSINESS RESPONSIBILITY REPORT

Not Applicable

20,    INDUSTRIAL RELATION:

Industrial relations remained more or less cordial during the year

21. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Please refer Annexure (A) to this Report

22.    ANNUAL EVALUATION OF BOARD'S PERFORMANCE;

The Board of Greeters upon recommendation of Nominator and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the rtiividual Board members, including Independent Directors.

Performance of each Independent Director is subject to evaluation by the entire Bead, exdudmg the Director being evaluated.

Performance evaluation by the Board in terms of criteria laid down is the determining factor of extending, continuing. discontinuing and revision hig terms of appointment; of a director after expiry of his term.

23.    NUMBER OF MEETINGS OF THE BOARD

5 {Five) meetings have been held during the FY 2024-25.

24.    DECLARATION OF INDEPENDENCE

You Company has received declarations from ail the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules Issued there under as well as Clause 40 of the eaist- while Listing Agreement

25.    DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Diectors confirm that in the preparation of the annual accounts for the financial Veer ended 31“ March, 202$ ,the applicable Indian Accounting Standards and Schedule III of the Companies Art, 2013, have been followed.;

(a) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable arid prudent bo as to give a true and fair view of the state of affairs of your Company as at 3tst March, 2025 and of the profit and loss of the Company for the financial year ended 31st March, 2025;

<b) propel and sufficient care has been taken for the maintenance of adequate accounting records In accordance with the provisions of Hie Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

(o) the annua! accounts have been prepared on a going concern’ basis;

(a; proper internal financial controls laid down by the Directors were followed by the Company and that such Internal financial connote are adequate and were operating effectively: and

(4) Propet systems to ensure compliance with the provisions of all applicable laws were art place and that such systems were adequate and operatrig effectively.

26* AUDITORS AND AUDITOR’S REPORT:

Statutory Auditor

The Auditors of the company has Issued unmcnllted opinion tor the Itoandai year ended 31^s Mach, 2025.

Secretarial Audit:

CS. Ms. Soma Saha, Company Secretary has conducted the Secretariat Audit of your Company tor the year 2024-25. The Secretarial Audit Report Is annexed herewith as “Annexure ¦ [Bj" to this Report. The observations of the Auditors end further comments thereon wil be found self explanatory.

27. ANNUAL RETURN:

This la available In the company’s website, (www.bhllalware.com)

20. RELATED PARTY TRANSACTIONS:

The details of related party transactions as required under End AS 24 are set out In Mote 21 to the Financial Statement forming part of this Annual Report

The Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 3 (2) of the Companies (Accounts) Rules, 2014 Is set out as Annexure (C) to this Report.

26. LOANS AND INVESTMENTS:

Not applicable.

30. RISK MANAGEMENT:

The Rita Management Committee constituted on tfh August, 2015 and the role of the committee 1$ as under

i Preparation of Risk Management Plan, reviewing and monitoring! the same on regular basis.

a. To update Risk Register on quarterly basis.

a To review appropriateness of risk factors identified by management

a To take cognizance of internal and extraneous situation m domestic and global context with prosperity to aggravate risk factors.

a To review critical risks Identified by Joint Chief Risk Officer^} and Management Committee on quarterly basis.

a. To report key changes in critical risks to the Board on quarterly basis.

t. To report critical risks to Audit Committee fti detail on yearly basis.

e. To perform such other functions related to risk scenario as may be deemed or prescribed lit by the Board

31.    CORPORATE SOCIAL RESPONSIBILITY:

Not applicable, sfoc* Company do not come under preview of section 136 of the Companies

Act, 2013.

32.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:

Mease refer Annexing [D] to this Report.

32.    SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS?

Ml

33.    Details In respect of adequacy of Internal financial control (IFC) with reference to the financial statements (Rule S [5} (vfli) of Companies (Accounts) Rules, 1D14

Despite meager activity level due to prolonged suspension of work IFC mechanism is sound enough to ensure true and fairness of financial statements in limited context of Company's functioning.

Details of control mechanism in existence indude:

a)    Periodic physical verification of Fixed Assets and comparison thereof with booh records at least once In a year:

b)    Periodic physical verification of inventories at least once in a year and comparison thereof with book records.

o) Quarterly physical verification of cash

Keeping Bank Reconciliation statement up to date on monthly baste

♦j Keeping accounts up to date on regular basts

n Timely payment of ail statutory dues without default

o) Regular assessment of Risk factors on possible crystallization of HablNes under dispute by way of consultation with concerned legal Practitioners

ir) Restricting issuance of Cheque under foht authority of whole Time Director and CFO

q Compliance of all formalities laid down under Companies Act and Listing Obligations so far possible without any default

D Ensuring proper Security arrangement for sale - guarding the assets and regular inspection by WTD (also a qualified engineer) of Assets to take measure against possible    deterioration    hn    theft¹    operability.

True that: control matrix’s could not be developed to plug every loopholes Which is attributed to dismal financial standing of the company Including,

Restriction on usability of available fund as we! imposed by authorities, k) Gearing! up financial control through cost curtailment measure.

Self evolution of Board including it’s Committee and Individual members section (134 (3) (P) of Companies Act,20l 3)

Being under prolonged closure, time is not ripe to assess performance of overall Board or any Committee of Board or any individual member of Board except for effort of management to overcome present Impasse arising due to pending decision from BIFR. the progress of proceedings at the end of dbectorate being observed miserably slow and finally w.e.f 01/12/    201$ SICA has been repealed and Insolvency and

Bankruptcy Code, 2018 has been introduced. As per new enactment a company in respect of which such appeal or reference or enquiry stand abated may make reference to Company Law Tribunal under the insolvency and Bankruptcy Code, 2016 within one hundred and eighty days from the commencement of the Code in accordance with the provision of the Code l.e. default In payments of financial debt or operation debt As yoir Company has no financial debt or undisputed operational debt , as such not covered under the Code.

34,    The evolution exercise had been predominantly restricted to ad lie renre^'of statutory compliances'.

a)    Board sat and took up issues in due contingency of statutory requirement and other utiitarian considerations without default or negligence.

b)    Each committee of the Board performed duties entrusted to each by Board , listing obligations and Companies Act,2013 and no deficiencies Is prime fade noticeable In the* functioning ,

c} Each of Independent members of the Board did the! best to assist Board In performance of It's duties and resporreftUties according to exigency of situation - legal and practical.

Each Whole Tine Dsector did the* best to perforin responsibilities conferred or them in executive capacity as well as member of the Board.

35.    frisk Management Policy - Development & Identification of Risk that may Jeopardize Company's existence (134 {3} (N)}

a)    Statutory Liabilities in dispute as referred to it financial statement:

Legal opinions are in favor of practically absence of any Risk or account of vexatious grounds of raising of demands by the directorate. As such same do not deserve to be reckoned as genuine ft risk factor as per opinion of the management.

b)    Comprehensive Business Continuity Plan {(CBCP) and Disaster Recovery Plan .

I) CBCP

True that due to prolong closure, market contract has suffered to some extend. However years old track record of the Compart/ read with absence of not many similar Unit coming up wSfrrh inertn period establishing the company's market In terms of Vs former - self is likely to meet any serious challenge.

However foundation of such plan In comprehensive contest Is awaited, an PRP

Issues which may prove disasters to the destiny of Company Include Govt Policy, Technological metamorphosis, cyber risk.

Notwithstanding absence of any definite remedy plan on aforesaid risk predicaments the company Is hying to save It's existing fund base adjust with new dispensation in days ahead.

However, cyber protection measure is costly a device to initiate at this point of financial standing of the Company

APPRECIATION

Your Directors express their appreciation for support extended by the employees, customers, vendors and other agencies. The members wish to place on record their 3iicere appreciation for the wise councfl, guidance and cooperation extended, by all Shareholders.

The Board expresses their gratitude to share holders for their continued confidence reposed on the management.