Directors Report of Bharat Wire Ropes Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present the
39th Annual Report on the business and operations of the
Company and the Audited Financial Statements for the
Financial Year ended 31st March, 2025 (“the F.Y.”).

1. COMPANY''S FINANCIAL PERFORMANCE

The performance ofthe Company is summarized below:

(Amount in Rs. in Lakhs)

Particulars	2024-25	2023-24
Income from Business Operations	61,931.62	62,183.53
Other income	79.28	82.16
Total Revenue	62,010.90	62,265.69
Profit before Interest Depreciation and Taxes	13317.8	16483.62
Less: Interest	1,332.89	1,478.63
Less: Depreciation	2202.58	2,116.36
Profit before Share of Loss of Associates	-
Share of loss in Associates	-
Profit / (Loss) before Tax	9782.33	12,888.63
Less: Extra-ordinary Item (Goodwill Written Off)	Nil	Ni
Less: Current Income Tax	Nil	Ni
Less: Current tax relating to earlier period/years	Nil	Ni
Less: Deferred Tax	2538.32	3,254.41
Profit / (Loss) after Tax	7,244.01	9,634.22
Other Comprehensive Income / (Expenses) for the Year, Net of Tax	(18.65)	(31.55)
Total Comprehensive Income for the Year, Net of Tax	7225.36	9,602.66

Note: Previous year''s figures have been regrouped/
reclassified wherever necessary to correspond with
the current year''s classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The Financial Statements of the Company for the year
ended 31st March, 2025 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. 2024-2025
stood at Rs. 62,010.90 Lakhs as compared to Rs.
62,265.69 Lakhs in the previous year. The Company
earned a profit after tax of Rs. 7244.01 Lakhs for F.Y.
2024-25, as compared to profit of Rs. 9,634.22 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. 19th September, 2025
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 ofthe Company at

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

fZ758-1682515134.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, 2025.
The closing credit balance of the retained earnings of
the Company for F.Y. 2024-25, after all appropriation
and adjustments was Rs. 13,551.54 Lakhs.

5. SHARE CAPITAL

Increase in Authorised Share Capital

The authorized share capital during the financial year
ended 31st March, 2025 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 4,06,907 (Four Lakh Six Thousand
Nine Hundred and Seven) equity shares of Rs.10 each
to eligible employees under BWRL ESOP Scheme
2017 and BWRL ESOP Scheme 2022.

• As on 31st March, 2025, the paid up share capital of
the Company was Rs. 68,48,71,460/- divided into
6,84,48,880 equity shares of Rs.10/- each and 38,266

0.01% Compulsorily Convertible Preference Shares
ofRs.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, 2025.
The Company has been reaffirmed credit rating by
CARE Ratings Limited on 01st August, 2025 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, 2025, 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 30thApril, 2024, 28th June,
2024, 01st August, 2024, 28th October, 2024, and 03rd
February, 2025. 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, 2025 are as follows:

Sr. No.	Name	Designation
1	Mr. Murarilal Ramsukh Mittal (DIN: 00010689)	Managing Director
2	Mr. Mayank Mittal (DIN: 00127248)	Joint Managing Director
3	Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698)	Whole-Time Director
4	Mr. Sushil Sharda (DIN: 03117481)	Whole-Time Director
5	Mr. Sanjiv Swarup (DIN: 00132716)	Independent Director
6	*Mr. Shivkumar Ramkishan Malu (DIN: 05345172)	Independent Director
7	Ms. Ruhi Mittal (DIN: 07159227)	Non-Executive Director
8	Mrs. Anita Rahul Shantaram (DIN: 00786517)	Independent Director
9	Mr. Subhash Chander Kalia (DIN: 00075644)	Independent Director
10	Mr. Mahender Singh Arora (PAN: AABPA9704C)	Chief Executive Officer
11	Mr. Rakesh Kumar Jain (PAN: ABBPJ5834H)	Chief Financial Officer
12	Mr. Govinda Soni (PAN: CCFPS0647Q)	Company Secretary & Compliance Officer

* Mr. Shiv Kumar Malu, Non-Executive Independent
Director (DIN: 05345172) has resigned with effect
from 19th May, 2025 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, Mr. Venkateswararao Kandikuppa (DIN:
06456698), Whole Time Director, is liable to retire by
rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. The re¬
appointment is being placed for members'' approval at the
39th Annual General Meeting. The Members of the
Company are requested to refer to the accompanying
notice of the 39th Annual General Meeting of the
Company, for a brief profile of the Director.

3. 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 ofthe Company possess requisite
qualifications, experience, expertise, hold highest
standards of integrity and are Independent of the
Management ofthe Company. The terms and conditions
of appointment of Independent Directors are available
on the website of the Company at
https://www.bharatwireropes.com

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 of the 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 03rd February, 2025 and 24th March, 2025,
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 ofthe 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) of the 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 2024-25:

Name of Directors	Ratio to the Median Remuneration
Non-Executive Directors	N.A. (as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2024-25)
Executive Directors
Mr. Murarilal Mittal (Managing Director)	63.62
Mr. Mayank Mittal (Jt. Managing Director)	49.48
Mr. Sushil Sharda (Whole-Time Director)	21.21
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	15.55

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

Directors, Chief Financial Officer and Company Secretary	% increase in Remuneration in the financial year
Non-Executive Directors	N.A. (as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2024-2025)
Mr. Murarilal Mittal (Managing Director)	25.00
Mr. Mayank Mittal (Jt. Managing Director)	16.67
Mr. Sushil Sharda (Whole-Time Director)	17.19
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	10.00
Mr. Mahender Singh Arora (Chief Executive Officer)	16.54
Mr. Rakesh Kumar Jain (Chief Financial Officer)	15.38
Mr. Govinda Soni (Company Secretary & Compliance Officer)	34.41

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

Particulars	2024-2025 (Rs.)	2023-2024 (Rs.)	% Increase/ Decrease
Median Remuneration of	3,53,664	4,03,461	(12.34%)
all employees per annum

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

There were 529 (Five Hundred and Twenty-Nine)

permanent employees (includes permanent workers) as
on 31st March, 2025.

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
2024-25 was 6.91%

The average increase in the salaries of Managerial
Personnel during Financial Year 2024-25 was 18.88%

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 of the 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, 2025 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 31st March, 2025 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.

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 2024-25.

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 2024-25, is provided
as a separate section forming part ofthe 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 ofthe 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, 2025; the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(b) The directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit and
loss ofthe 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

Since the tenure of the previous Auditors i.e. NGS &
Co. LLP expires at the conclusion of the forthcoming
Annual General Meeting, the Board of Directors
recommends to the shareholders the appointment
(including remuneration) of M/s. C N K &
Associates LLP, Chartered Accountants (Firm
Registration No. 101961W/W-100036.) as the
Auditors ofthe Company.

Pursuant to the provisions of Section 139 ofthe 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. C N K
& Associates LLP, Chartered Accountants (FRN: .
101961W/W-100036) as Statutory Auditors of the
Company, for a term of 5 (five) consecutive years from
the conclusion of this Annual General Meeting till the
conclusion of the 44th Annual General Meeting to be
held in the year 2030.

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 the previous auditor

i.e. NGS & Co. LLP, 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, 2025. 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 and Regulation
24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of
Directors has proposed to the members to appoint M/s.
Mihen Halani & Associates, Practicing Company
Secretaries, for a term of 5 (five) consecutive years
from the conclusion of this Annual General Meeting till
the conclusion of the 44th Annual General Meeting to
be held in the year 2030. The report of the Secretarial
Auditor in form MR-3 is annexed to this report as
Annexure II. The comments mentioned in the
Secretarial Audit 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, 2025, 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 19th May,
2025 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 2025- 26 at a remuneration of Rs. 1,25,000 /- plus
taxes as applicable and 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 ofthe
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 2025-2026.

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 19th May, 2025, 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 2025-26.

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 evaluation 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 2024-25 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 2024-25, no cases under this
mechanism were reported to the Company.

34. BHARAT WIRE ROPES LIMITED EMPLOYEE
STOCK OPTION PLAN
BWR 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 ofthe Company.
During the year 1,00,000 equity shares have been
allotted to the eligible employees whose options were
duly vested under the BWRL ESOP Plan 2017.

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 ofthe 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. 44) 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 ofthe Company i.e.
www.bharatwireropes.com.

During the year 3,06,907 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 is of paramount importance
for BWR. With growing concerns about climate
change and the need for sustainable practices,
BWR is increasingly focused on energy
conservation to reduce costs, minimize
environmental impact, and enhance overall
operational efficiency. In the past one year we have
taken various initiatives to be true to our
environmental commitment.

1. We have implemented proximity
sensors/temperature sensors to control
electrical peripherals; and

2. We are also under process for installation of
solar panels on rooftop & adjoining land.

3. We have implemented energy audit to reduce
power wastages.

(B) Technology Absorption:

We have installed light sensors for auto cut off/on
to save on electricity costs and level sensors for
better utilizing our resources.

We have an additionally installed load sensor to
pick up weight which saves on manual labour.

(C) Foreign Exchange Earnings and Outgo:

(Amount in Lakhs)

Sr. No.	Particulars	2024-25	2023-24
1	Foreign Exchange Earnings (Inflow)	2335.02	1670.69
2	Value of Direct Import (C. I. F. Value)	4512.18	1824.37
3	Expenditure in Foreign Currency (Outflow)	311.43	301.82

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
2024-25.

Details with respect to number of complaints received
pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

nrp follows: —

Particulars	Number
Number of complaints pending as on the beginning of the financial year 2024-25	0
Number of complaints filed during of the financial year 2024-25	0
Number of complaints disposed of during of the financial year 2024-25	0
Number of complaints pending as on the end of the financial year 2024-25	0

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, 2025 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. 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.

42. 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.

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 Mittal

Managing Director Joint Managing Director

DIN: 00010689 DIN: 00127248

Date: 11th August, 2025
Place: Mumbai

---

Mar 31, 2024

The Directors of your Company are pleased to present the 38th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31st March, 2024 (“the F.Y.”).

1. COMPANY''S FINANCIAL PERFORMANCE

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Income from Business Operations	62,183.53	58,906.45	62,183.53	58,906.45
Other income	82.16	66.93	82.16	66.93
Total Revenue	62,265.69	58,973.38	62,265.69	58,973.38
Profit before Interest Depreciation and Taxes	16483.62	13,948.60	16483.62	13,948.60
Less: Interest	1,478.63	2,219.89	1,478.63	2,219.89
Less: Depreciation	2,116.36	2,065.68	2,116.36	2,065.68
Profit before Share of Loss of Associates	-	-	12,888.63	9,663.03
Share of loss in Associates	-	-	(13.61)	(2.29)
Profit / (Loss) before Tax	12,888.63	9,663.03	12,875.02	9,660.74
Less: Extra-ordinary Item (Goodwill Written Off)	Nil	Nil	Nil	Nil
Less: Current Income Tax	Nil	Nil	Nil	Nil
Less: Current tax relating to earlier period/years	Nil	55.58	Nil	55.58
Less: Deferred Tax	3,254.41	3,382.29	3,254.99	3,381.71
Profit / (Loss) after Tax	9,634.22	6,225.16	9,620.03	6,223.44
Other Comprehensive Income / (Expenses) for the Year, Net of Tax	(31.55)	189.21	(31.82)	189.16
Total Comprehensive Income for the Year, Net of Tax	9,602.66	6,414.37	9,588.21	6,412.60

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The Consolidated and Standalone Financial Statements of the Company for the year ended 31st March, 2024 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. 202324 stood at Rs. 62265.69 Lakhs as compared to Rs. 58,973.38 Lakhs in the previous year. The Company earned a profit after tax of Rs. 9634.22 Lakhs for F.Y. 2023-24, as compared to profit of Rs. 6,225.16 Lakhs in the previous year.

Consolidated Performance

The total consolidated revenue of the Company for F.Y. 2023-24 stood at Rs. 62265.69 Lakhs as compared to Rs. 58,973.38 Lakhs in the previous year. The company shared the losses of Rs.13.61 Lakhs of associate company- MITCON Solar Alliance Limited as compared of losses of Rs. 2.29 Lakhs in the previous year and earned a consolidated profit after tax of Rs. 9620.03 Lakhs for F.Y. 2023-24 as compared to Rs. 6,223.44 Lakhs in the previous year.

Revenue from operations grew 5.56% y-o-y to Rs. 62183.53 lakhs, as compared to Rs. 58,906.45 lakhs, in previous year.

3. DIVIDEND

The members of the Board has recommended to declare a dividend at the rate of Rs. 10/- 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 cutoff date i.e. Tuesday, 10th September, 2024.

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/pdf/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, 2024. The closing credit balance of the retained earnings of the Company for F.Y. 2023-24, after all appropriation and adjustments was Rs. 6519.47lakhs.

5. SHARE CAPITAL

Increase in Authorised Share Capital

The authorized share capital during the financial year ended 31st March, 2024 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

allotment of 1,44,500 (One Lakh Forty-Four Thousand and Five Hundred) equity shares of Rs.10 each to eligible employees under BWRL ESOP Scheme 2017.

• As on 31st March, 2024, the paid up share capital of the Company was Rs.68,08,02,390/- divided into 6,80,41,973 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, 2024.

The Company has also been awarded credit rating by CARE Ratings Limited on 22nd June, 2023 i.e. ''CARE BBB; Stable'' (read as CARE Triple B; Outlook: Stable) for long-term facilities and reaffirmed ''CARE A3'' (read as CARE A three) for short-term facilities, to the Company.

As on 02nd July, 2024, the rating from CARE Ratings Limited (“Credit Rating agency”) has assigned and upgraded from CARE A3 to CARE A3 for short term bank facility and from CARE BBB; Stable to CARE BBB ; Stable for long term bank facility.

Further as on 20th March, 2024, the rating from Acuite Ratings & Research Ltd is reaffirmed and withdrawn as the same is no more required.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES and JOINT VENTURES

The Company has one associate Company i.e. MITCON Solar Alliance Limited (“MSAL”) as on 31st March, 2024. There has been no material change in the nature of the business of the associate company.

The Statement containing salient features of the

financial statement of MSAL in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is provided as Annexure I.

The Company has sold the stake of Mitcon Solar Alliance Ltd. (Associate Company) constituting 26.72% in the paid-up share capital on 28th June, 2024

Apart from the above, the Company does not have any other 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 25thApril, 2023, 26th July, 2023, 25th October, 2023, 22nd January, 2024, and 19th March, 2024. 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. 2024 are as follows:

Sr. No.	Name	Designation
1	Mr. Murarilal Ramsukh Mittal (DIN: 00010689)	Managing Director
2	Mr. Mayank Mittal (DIN: 00127248)	Joint Managing Director
3	Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698)	Whole-Time Director
4	Mr. Sushil Sharda (DIN:03117481)	Whole-Time Director
5	Mr. Sanjiv Swarup (DIN: 00132716)	Independent Director
6	Mr. Shivkumar Ramkishan Malu (DIN: 05345172)	Independent Director
7	Ms. Ruhi Mittal (DIN: 07159227)	Non-Executive Director
8	Mrs. Anita Rahul Shantaram (DIN: 00786517)	Independent Director
9	Mr. Subhash Chander Kalia (DIN: 00075644)	Independent Director
10	Mr. Mahender Singh Arora (PAN: AABPA9704C)	Chief Executive Officer
11	Mr. Rakesh Kumar Jain (PAN: ABBPJ5834H)	Chief Financial Officer
12	Mr. Govinda Soni (PAN: CCFPS0647Q)	Company Secretary & Compliance Officer

Following changes took place in composition of Board and Key Managerial Personnel''s:

• Mr. Dinesh Kumar Jain (DIN: 06807650) resigned from the post of Independent Director w.e.f. 25th April, 2023, due to preoccupation and other

professional commitments. Further, Mr. Jain has confirmed in the aforesaid resignation letter that there are no other material reasons for his resignation.

• At the 37th Annual General Meeting, Mr. Sanjiv Swarup (DIN: 00132716)

Executive Independent Director of the company for second term of five years commencing from 28th April, 2023 upto 27th April, 2028.

• At the 37th Annual General Meeting, Mr. Subhash Chander Kalia (DIN: 00075644) appointed as Non -Executive Independent Director of the Company for a term of consecutive 5 (Five) years with effect from 25th April, 2023 upto 24th April, 2028.

• At the 37th Annual General Meeting, Mrs. Anita Shantaram (DIN: 00786517) appointed as Non -Executive Independent Director of the Company for a term of consecutive 5 (Five) years with effect from 25th April, 2023 upto 24th April, 2028.

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, Mr. Sushil Sharda (DIN: 03117481), Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The re-appointment is being placed for members'' approval at the 38th Annual General Meeting. The Members of the Company are requested to refer to the accompanying notice of the 38th 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

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 of the 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 28th March, 2024, 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 ofthe Annual Report.

18. REMUNERATION OF DIRECTORS AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the 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 2023-24:

Name of Directors	Ratio to the Median Remuneration
Non-Executive Directors	N.A. (as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2023-24)
Executive Directors
Mr. Murarilal Mittal (Managing Director)	44.61 times
Mr. Mayank Mittal (Jt. Managing Director)	37.18 times
Mr. Sushil Sharda (Whole-Time Director)	15.86 times
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	12.39 times

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

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

There were 605 (Six Hundred and Five) permanent employees (includes permanent workers) as on 31st March, 2024.

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

Directors, Chief Financial Officer and Company Secretary	% increase in Remuneration in the financial year
Non-Executive Directors	N.A. (as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2023-2024)
Mr. Murarilal Mittal (Managing Director)	56.52
Mr. Mayank Mittal (Jt. Managing Director)	50.00
Mr. Sushil Sharda (Whole-Time Director)	18.52
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	11.11
Mr. Mahender Singh Arora (Chief Executive Officer)	18.75
Mr. Rakesh Kumar Jain (Chief Financial Officer)	18.18
Mr. Govinda Soni (Company Secretary & Compliance Officer)	19.04

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

Particulars	2023-2024 (Rs.)	2022-2023 (Rs.)	% Increase/ Decrease
Median Remuneration of all employees per annum	4,03,461	3,31,104	21.85

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 2023-24 was10.06%.

The average increase in the salaries of Managerial Personnel during Financial Year 2023-24 was 33.80%.

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 of the 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 II 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, 2024 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, 2024 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.

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 2023-24.

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 2023-24, 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, 2024; 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, 2024 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

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

M/s. NGS and Co. LLP, Chartered Accountants (FRN: 0119850W) were appointed as Statutory Auditors of the Company, at the 34th Annual General

Meeting held on September 15, 2020, for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of 34th Annual General Meeting until the conclusion of 39th Annual General Meeting of the Company to be held in the financial year 2025-26.

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 2024-25.

Further, the report of the 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, 2024. 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 Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024. The report of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure III. The comments mentioned in the Secretarial Audit 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, 2024, and the same was submitted to the stock exchanges in time.

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the Company at its meeting held on 30th April, 2024, has re-appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries), undertake the Secretarial Audit of the Company for the financial year 2024-25.

• 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 30th April, 2024 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 2024- 25 at a remuneration of Rs. 1,25,000 /- plus taxes as applicable and out-of-pocket expenses. The remuneration is subject to the ratification ofthe Members in terms of Section 148 ofthe Act, read with Rule 14 ofthe

Companies (Audit and Auditors) Rules, 2014 and accordingly the same is placed before the members at ensuingAnnual 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 2023-2024.

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 30th April, 2024, 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 2024-25.

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 evaluation 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

As per the Section 135(1) of the Companies Act, 2013, the Company is required to form a Corporate Social Responsibility (CSR) Committee. Accordingly, the Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of the Act.

However, the Company does not have a positive average net profits for previous three financial years, the Company currently is under no obligation to contribute any amount towards Corporate Social Responsibility during the Financial Year 2023-24.

The Annual Report on CSR containing particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure IV attached to this Report.

The CSR Policy can be accessed on the Company''s website at the link: www.bharatwireropes.com.

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 of the 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 of the 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 2023-24, no cases under this mechanism were reported to the Company.

34. BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN

BWR 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.

During the year 1,44,500 equity shares have been allotted to the eligible employees whose options were duly vested under the BWRL ESOP Plan 2017.

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. 44) 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..

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 ofyour 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 is of paramount importance for BWR. With growing concerns about climate change and the need for sustainable practices, BWR is increasingly focused on energy conservation to reduce costs, minimize environmental impact, and enhance overall operational efficiency. In the past one year we have taken various initiatives to be true to our environmental commitment.

1. We have implemented proximity sensors/ temperature sensors to control electrical peripherals; and

2. We are also under process for installation of solar panels on roof top & adjoining land.

3. We have implemented energy audit to reduce power wastages.

(B) Technology Absorption:

We have installed light sensors for auto cut off/on to save on electricity costs and level sensors for better utilizing our resources.

We have an additionally installed load sensor to pick up weight which saves on manual labour.

(C) Foreign Exchange Earnings and Outgo:

(Amount in Lakhs)

Sr. No.	Particulars	2023-24	2022-23
1	Foreign Exchange Earnings (Inflow)	1670.69	2428.28
2	Value of Direct Import (C. I. F. Value)	1824.37	1061.58
3	Expenditure in Foreign Currency (Outflow)	301.82	226.38

37. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITIONANDREDRESS) 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 2023-24.

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 -

Particulars	Number
Number of complaints pending as on the beginning of the financial year 2023-24	0
Number of complaints filed during of the financial year 2023-24	0
Number of complaints disposed of during of the financial year 2023-24	0
Number of complaints pending as on the end of the financial year 2023-24	0

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 31,2024 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. 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.

42. 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 cooperation 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 Mittal

Managing Director Joint Managing Director

DIN: 00010689 DIN: 00127248

Date: 01st August, 2024 Place: Mumbai

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Mar 31, 2023

The Directors of your Company are pleased to present the 37th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year (“FY”) ended 31st March, 2023.

1. COMPANY''S FINANCIAL PERFORMANCE

The performance ofthe Company is summarized below:

(Amount in Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Income from Business Operations	58,906.45	41,067.90	58,906.45	41,067.90
Other income	66.93	58.04	66.93	58.04
Total Revenue	58,973.38	41,125.94	58,973.38	41,125.94
Profit before Interest Depreciation and Taxes	13,948.60	62,75.94	13,948.60	6,275.94
Less: Interest	2,219.89	2,339.03	2,219.89	2,339.03
Less: Depreciation	2,065.68	2,144.12	2,065.68	2,144.12
Profit before Share of Loss of Associates	-	-	9,663.03	1,792.79
Share of loss in Associates	-	-	(2.29)	-
Profit / (Loss) before Tax	9,663.03	1,792.79	9,660.74	1,792.79
Less: Extra-ordinary Item (Goodwill Written Off)	Nil	Nil	Nil	Nil
Less: Current Income Tax	Nil	Nil	Nil	Nil
Less: Current tax relating to earlier period/years	55.58	(16.61)	55.58	(16.61)
Less: Deferred Tax	3,382.29	442.85	3,381.71	442.85
Profit / (Loss) after Tax	6,225.16	1,366.54	6,223.44	1,366.54
Other Comprehensive Income / (Expenses) for the Year, Net of Tax	189.21	(18.52)	189.16	(18.52)
Total Comprehensive Income for the Year, Net of Tax	6,414.37	1,348.02	6,412.60	1,348.02

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The Consolidated and Standalone Financial Statements ofthe Company for the year ended March 31, 2023 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 2022-2023 stood at Rs. 58,973.38 Lakhs. The Company incurred a profit after tax of Rs. 6,225.16 Lakhs for F.Y. 2022-23, as compared to profit of Rs. 1,366.54 Lakhs in the previous year.

Consolidated Performance

The total consolidated revenue of the Company for F.Y. 2022-23 stood at Rs. 58,973.38 Lakhs. The company shared the losses of Rs.2.29 Lakhs of associate company- MITCON Solar Alliance Limited and incurred a consolidated profit after tax of Rs. 6,223.44 Lakhs for F.Y. 2022-23.

Revenue from operations grew 43.44 % y-o-y to Rs. 58,906.45 lakhs, as compared to Rs. 41,067.90 lakhs in previous year.

3. DIVIDEND

Due to inadequate profit, your Directors do not recommend any dividend for FY-2022-23

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 fZ832-1682510659.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 ''Reserves'' for the year ended 31st March, 2023. The closing debit balance of the retained earnings of the Company for F.Y. 2023, after all appropriation and adjustments was Rs.3,083.19 lakhs.

5. SHARE CAPITAL

Increase in Authorised Share Capital

During the financial year 2022-23, the Company vide special resolution passed in Extra-Ordinary General Meeting held on 20th October, 2022 had increased the authorized share capital from Rs. 65,50,00,000/-divided into 6,54,60,000 Equity Shares of Rs. 10/-each and 40,000 0.01% Compulsorily Convertible Preference Shares of Rs. 10/- each to 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 by creation of additional 1,95,00,000 (One Crore Ninety Five Lakhs) Equity Shares of Rs.10 each.

Increase in Paid up Equity Share Capital

• Allotment of 6,79,250 (Six Lakhs Seventy-Nine Thousand Two Hundred and Fifty) equity shares of

Rs.10 each to eligible employees under BWRL ESOP Scheme 2017 in the below given manner during the financial year under review:

Date of allotment	No. of Equity Shares allotted
15thJune, 2022	2,82,125
01stAugust, 2022	1,19,500
24th August, 2022	1,47,500
06thOctober, 2022	50,000
21st March, 2023	80,125
Total	6,79,250

• Allotment of 33,88,270 (Thirty Three Lakhs Eighty-Eight Thousand Two Hundred and Seventy) equity shares of Rs.10 each to Gyanshankar Investment & Trading Company Private Limited, promoter group at price of Rs.125/- (including premium of Rs.115/-) per share for cash consideration on 25th March, 2023 on preferential basis vide special resolution passed by shareholders at Extra-Ordinary General Meeting held on 20th October, 2022

As on 31st March, 2023, the paid up share capital of the Company was Rs.67,93,57,390/- divided into 6,78,97,473 equity shares of Rs.10/- each and 38,266 0.01% Compulsorily Convertible Preference Shares of Rs.10/- each.

As on 31st March, 2023 the listing approval was pending for ESOP Allotment made on 21st March, 2023 and preferential allotment made on 25th March, 2023. The listing approval for allotment of shares under ESOP Scheme was received on 10th April, 2023.

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

A 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, 2023.

The Company has been awarded credit rating by Acuite Ratings & Research Limited on 20th April, 2022 i.e. ''ACUITE BBB -'' (read as ACUITE triple B, minus, Outlook: Stable) for long-term facilities and ''ACUITE A3'' (read as ACUITE A three) for short-term facilities, to the Company. The Company has also been awarded credit rating by CARE Ratings Limited on 25th April, 2022 i.e. ''CARE BBB-; Stable '' (read as CARE Triple B Minus; Outlook: Stable) for longterm facilities and ''CARE A3'' (read as CARE A three) for short-term facilities, to the Company.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES and JOINT VENTURES

During the year under review, the Company had entered into Power Supply Agreement with MITCON Solar Alliance Limited (“MSAL”) for purchasing Solar Power and in order to comply with regulatory requirements for captive power consumption under Indian Electricity laws, the Company acquired 26.72% stake in MSAL as per the terms of the Share Purchase and Shareholders'' Agreement entered by the Company with MSAL. As a result of the acquisition, MSAL became an Associate of the Company.

The Statement containing salient features of the financial statement of MSAL in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is provided as Annexure I.

Apart from the above, the Company does not have any other 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 6 (Six) times viz. on 19th May, 2022, 02nd August, 2022, 23rd September, 2022, 20th October, 2022, 24th January, 2023 and 25th March, 2023. 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 ofthis 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, 2023 are as follows:

Sr. No.	Name	Designation
1	Mr. Murarilal Ramsukh Mittal (DIN: 00010689)	Managing Director
2	Mr. Mayank Mittal (DIN: 00127248)	Joint Managing Director
3	Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698)	Whole-Time Director
4	Mr. Sushil Sharda (DIN: 03117481)	Whole-Time Director
5	Mr. Sanjiv Swarup (DIN: 00132716)	Independent Director
6	Mr. Shivkumar Ramkishan Malu (DIN: 05345172)	Independent Director
7	Mr. Dinesh Kumar Jain (DIN: 06807650)	Independent Director (upto 25th April, 2023)
8	Ms. Ruhi Mittal (DIN: 07159227)	Non-Executive Director
9	Mr. Mahender Singh Arora (PAN: AABPA9704C)	Chief Executive Officer
10	Mr. Rakesh Kumar Jain (PAN: ABBPJ5834H)	Chief Financial Officer
11	Mr. Govinda Soni (PAN: CCFPS0647Q)	Company Secretary & Compliance Officer

Following changes took place in composition of Board

and Key Managerial Personnel''s:

• Mr. Sushil Sharda (DIN: 03117481), who was

appointed by the Board as an Additional Director under the category ofWhole Time Director with effect from 19th May, 2022, was appointed as a Whole Time Director of the Company at the 36th AGM held on 10th August, 2022.

• Mr. Shivkumar Ramkishan Malu (DIN: 05345172),

who was appointed by the Board as an Additional Director under the category of Non-Executive Independent Director with effect from 19th May, 2022, was appointed as Non-Executive Independent Director of the Company at the 36th AGM held on 10th August, 2022 for a second term of five years commencing from 19th May, 2022 upto 18th May, 2027.

• Mr. Dinesh Kumar Jain (DIN: 06807650) resigned from the post of Independent Director w.e.f. 25th April, 2023, due to preoccupation and other professional commitments. Further, Mr. Jain has confirmed in the aforesaid resignation letter that there are no other material reasons for his resignation.

• The Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 25th April, 2023 re-appointed Mr. Sanjiv Swarup (DIN: 00132716) as NonExecutive Independent Director of the company for second term of five years commencing from 28th April, 2023 upto 27th April, 2028 subject to the approval of members at ensuing Annual General Meeting. Further, the Board has recommended the same to members at ensuing Annual General Meeting.

• The Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 25th April, 2023, appointed Mr. Subhash Chander Kalia (DIN: 00075644) as an Additional Director (Non -Executive Independent Category) of the Company with effect from 25th April, 2023 till 24th April, 2028, who will hold office up to the date of the 37th Annual General meeting and the Board has recommended his appointment to the members at ensuing Annual General Meeting.

• The Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 25th April, 2023, appointed Ms. Anita Shantaram (DIN: 000786517) as an Additional Director (Non -Executive Independent Category) of the Company with effect from 25th April, 2023 till 24th April, 2028, who will hold office up to the date of the 37th Annual General meeting and the Board has recommended her appointment to the members at ensuing Annual General Meeting.

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), NonExecutive Non-Independent Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The reappointment is being placed for members'' approval at the 37th Annual General Meeting. The Members of the Company may wish to refer to the accompanying notice ofthe 37th Annual General Meeting ofthe Company, for a brief profile ofthe 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) ofthe 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 ofthe 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

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 of the 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 20th October, 2022, performance of NonIndependent 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 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) of the 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 2022-2023:

Name of Directors	Ratio to the Median Remuneration
Non-Executive Directors	N.A. (as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2022-23)
Executive Directors
Mr. Murarilal Mittal (Managing Director)	34.73 times
Mr. Mayank Mittal (Jt. Managing Director)	30.20 times
Mr. Sushil Sharda (Whole-Time Director)*	16.31 times
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	13.59 times

* Appointed w.e.f. l9“May, 2022

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

Directors, Chief Financial Officer and Company Secretary	% increase in Remuneration in the financial year
Non-Executive Directors	N.A. (as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2022-2023)
Mr. Murarilal Mittal (Managing Director)	43.75
Mr. Mayank Mittal (Jt. Managing Director)	33.33
Mr. Sushil Sharda (Whole-Time Director)*	12.50
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	07.14
Mr. Mahender Singh Arora (Chief Executive Officer)	12.00
Mr. Rakesh Kumar Jain (Chief Financial Officer)	10.00
Mr. Govinda Soni (Company Secretary & Compliance Officer)	12.80

* Appointedw.e.f. 19“ May, 2022

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

Particulars	2022-2023 (Rs.)	2021-2022 (Rs.)	% Increase/ Decrease
Median Remuneration of all employees per annum	3,31,104	3,40,228	(2.68)

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

There were 504 (Five hundred and Four) permanent employees (includes permanent workers) as on 31st March, 2023.

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 2022-23 was 13.64%.

The average increase in the salaries of Managerial Personnel during Financial Year 2022-23 was 24.05%.

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 of the 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 II 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, 2023 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 31st March, 2023 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 ofthe Company also forms part of this Report.

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 2022-23.

24. BUSINESS RESPONSIBILITY & 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 2022-23, 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 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 ofthe 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, 2023; 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, 2023 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

M/s. NGS and Co. LLP, Chartered Accountants (FRN: 0119850W) were appointed as Statutory Auditors of the Company, at the 34th Annual General Meeting held on September 15, 2020, for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of 34th Annual General Meeting until the conclusion of 39th Annual General Meeting of the Company to be held in the financial year 2025.

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 2023-24.

Further, the report ofthe 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, 2023. 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 Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2023. The report of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure III. The comments mentioned in the Secretarial Audit 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, 2023, and the same was submitted to the stock exchanges in time.

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the Company at its meeting held on 25th April, 2023, has re-appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries), undertake the Secretarial Audit of the Company for the financial year 2023-24.

• 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) ofthe 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 25th April, 2023 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 2023- 24 at a remuneration of Rs. 1,25,000 /- plus taxes as applicable and out-of-pocket expenses. The remuneration is subject to the ratification ofthe Members in terms of Section 148 ofthe Act, read with Rule 14 ofthe Companies (Audit and Auditors) Rules, 2014 and is 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 2022-2023.

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 25th April, 2023, has re-appointed M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No.: 003990S/S200018), as Internal Auditor of the Company for the financial year 2023-24.

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 evaluation 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

As per the Section 135 of the Companies Act, 2013, the Company is required to form a Corporate Social Responsibility (CSR) Committee and spend 2% of the average net profits ofthe last three financial years on CSR activities during the Financial Year 2022-23.

Accordingly, the Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions ofthe Act. However, since the company does not have a positive average net profit for previous three financial years, the Company currently is under no obligation to contribute any amount towards Corporate Social Responsibility during the Financial Year2022-23.

The Annual Report on CSR containing particulars as prescribed under the Companies (Corporate Social

Responsibility Policy) Rules, 2014 are provided in Annexure IV attached to this Report.

The CSR Policy can be accessed on the Company''s website at the link: www.bharatwireropes.com

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 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 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 2022-23, 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 - 20l7 (ESOP Plan), to be 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. Further, in-principle approval for the New BWRL ESOP Scheme was received from both the Stock exchanges on 21st March, 2023 for 30,00,000 equity shares of Rs.10 each.

The following changes in the vesting schedule of the BWRL ESOP Scheme 2022 are recommended and put before the shareholders for their approval vide special resolution at the ensuing AGM (Refer Point 12 ofNotice & Explanatory Statement) of the Company:

Time Period	Percentage of Options Vested (%)
	Previously approved	Revised
After 1 year from the date of Grant	35%	30.30%
After 2 years from the date of Grant	35%	33.33%
After 3 years from the date of Grant	30%	36.37%

Further, The Company shall use the Fair Value method to value its Stock Options in accordance with the relevant Regulations

The Certificate from the Secretarial Auditors of the Company certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be available for inspection during the meeting in electronic mode and the same may be accessed upon login to https://evoting.kfintech.com

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 are available on the website ofthe Company i.e.www.bharatwireropes.com.

The details of the plan form part of the Notes to accounts (Note no. 44) 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 ofthe Company i.e.www.bharatwireropes.com.

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 Section134 (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 is of paramount importance for BWR. With growing concerns about climate change and the need for sustainable practices, BWR is increasingly focused on energy conservation to reduce costs, minimize environmental impact, and enhance overall operational efficiency. In the past one year we have taken various initiatives to be true to our environmental commitment

1. Ensure all our motors are using AC current;

2. We have a coverage of 99.98% motors with AC drives;

3. We are also implementing proximity sensors/ temperature sensors to control electrical peripherals; and

4. We are also under process for installation of solar panels on rooftop & adjoining land.

(B) Technology Absorption:

BWR has started integrating the machines in a selfdeveloped Management review system with the help of PLCs and HMIs, part of the Industry 4.0 Implementation.

(C) Foreign Exchange Earnings and Outgo:

Sr. No.	Particulars	2022-23	2021-22
1	Foreign Exchange Earnings (Inflow)	24,28,28,431	30,73,13,457
2	Value of Direct Import (C. I. F. Value)	10,61,57,609	3,40,22,296
3	Expenditure in Foreign Currency (Outflow)	2,26,37,891	2,16,25,403

37. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITIONANDREDRESS) 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 ofthe 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 2022-23.

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 -

Particulars	Number
Number of complaints pending as on the beginning of the financial year 2022-23	0
Number of complaints filed during of the financial year 2022-23	0
Number of complaints disposed of during of the financial year 2022-23	0
Number of complaints pending as on the end of the financial year 2022-23	0

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 31,2023 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. 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.

• During the financial year under review, no applications was 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.

42. 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 cooperation 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.

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Mar 31, 2022

The Directors of your Company are pleased to present the 36th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year (“FY”) ended 31st March, 2022.

1. COMPANY''S FINANCIAL PERFORMANCE

The performance ofthe Company is summarized below:

(Amount in Rs		in Lakhs)
Particulars	2021-22	2020-21
Income from Business Operations	41,067.90	25,017.47
Other income	58.04	51.09
Total Revenue	41,125.94	25,068.56
Profit before Interest Depreciation and Taxes	62,75.94	3,295.58
Less: Interest	2,339.03	3,407.12
Less: Depreciation	2,144.12	2,168.70
Profit / (Loss) before Tax	1,792.79	(2,280.24)
Less: Extra-ordinary Item(Goodwill Written Off)	Nil	Nil
Less: Current Income Tax	Nil	Nil
Less: Current tax relating to earlier period/years	(16.61)	Nil
Less: Deferred Tax	442.85	(601.52)
Profit / (Loss) after Tax^^,	1,366.54	(1,678.72)
Other Comprehensive Income / (Expenses) for the Year, Net of Tax	(18.52)	(20.56)
Total Comprehensive Income for the Year, Net of Tax	1,348.02	(1,699.28)

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The total revenue of the Company for F.Y 2021 -2022 stood at Rs. 41,125.94 Lakhs. The Company incurred a profit after tax of Rs. 1,366.54 Lakhs for F.Y. 2021-22, as compared to Loss of Rs. 1,678.72 Lakhs in the previous year.

Revenue from operations grew 64.16 % y-o-y to Rs. 41,067.90 lakhs, as compared to Rs. 25,017.47 lakhs in previous year.

3. DIVIDEND

Due to inadequate profit, your Directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended 31st March, 2022.

4. RESERVES AND SURPLUS

The Board of Directors has decided to retain the entire

amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the ''Reserves'' for the year ended 31st March, 2022. The closing debit balance of the retained earnings of the Company for F.Y. 2021-22, after all appropriation and adjustments was Rs.9,497.56 lakhs.

5. COVID-19

The impact of COVID-19 during FY 2021-22 affected the first quarter post which the economy showed signs of recovery. The impact of COVID-19 pandemic on the overall economic environment has receded to a great extent. Your company is conscious of the significant disruption and impact COVID-19 can have on our employees, clients, partners, investors and the communities in which we operate. We are working hard to contain and mitigate its impact. The Company continues its business activities, in line with the guidelines issued by the Government authorities and take steps to strengthen its liquidity.

6. SHARE CAPITAL

The authorised capital during the financial year ended 31st March, 2022 remained at Rs. 65,50,00,000/-divided into 6,54,60,000 Equity Shares of Rs. 10/- each and 40,000 0.01% Compulsorily Convertible

Preference Shares ofRs. 10/- each.

During the financial year 2021-22 the Company has allotted equity shares under ESOP scheme are as follows:

Date of allotment	No. of Equity Shares allotted
24 th August, 2021	4,55,000
09th March, 2022	2,20,000
30th March, 2022	3,95,000
31st March, 2022	1,86,750

As on 31st March, 2022, the paid up share capital of the Company was Rs. 63,86,82,190/- divided into 6,38,29,953 equity shares of Re. 10/- each and 38,266 0.01% Compulsorily Convertible Preference Shares of Rs. 10/- each.

As on 31st March, 2022 the listing approval was pending for shares allotted on 30th March, 2022 and 31st March, 2022 same is received on 12th April, 2022.

7. DEPOSITORY SERVICES

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 ofthe two Depositories.

12.DIRECTORS AND KEY MANAGERIAL PERSONNEL’S (KMP’s)

The lists of Director''s & KMP''s of the Company as on 31st March, 2022 are as follows:

Sr. No.	Name	Designation
1	Mr. Murarilal Ramsukh Mittal (DIN:00010689)	Managing Director
2	Mr. Mayank Mittal (DIN: 00127248)	Joint Managing Director
3	Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698)	Whole-Time Director
4	Mr. Dinesh Kumar Jain (DIN:06807650)	Independent Director
5	Mr. Sushil Sharda (DIN: 03117481)	Whole-Time Director (w.e.f. 19th May, 2022)
6	Mr. Sanjiv Swarup (DIN:00132716)	Independent Director
7	Mr. Shivkumar Ramkishan Malu (DIN:05345172)	Independent Director (w.e.f. 19th May, 2022)
8	Ms. Ruhi Mittal (DIN:07159227)	Non-Executive Director
9	Mr. Mahender Singh Arora (PAN: AABPA9704C)	Chief Executive Officer
10	Mr. Rakesh Kumar Jain (PAN: ABBPJ5834H)	Chief Financial Officer
11	Mr. Govinda Soni (PAN: CCFPS0647Q)	Company Secretary & Compliance Officer

8. HUMAN RESOURCE

A 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.

In the backdrop of the second wave of the Pandemic and the way it impacted life across the world, the HR Initiatives, increasingly focused on supporting employee well-being. Initiatives like maintaining a safe work environment, providing healthcare facilities and enabling end-to-end work-from-home facility for a large section of the human capital remained the focus.

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

9. 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, 2022.

The Company has awarded credit rating by Acuite Ratings & Research Limited on 20th April, 2022 i.e. ’ACUITE BBB -'' (read as ACUITE triple B, minus, Outlook: Stable) for long-term facilities and ''ACUITE A3'' (read as ACUITE A three) for short-term facilities, to the Company. The Company has also awarded credit rating by CARE Ratings Limited on 25th April, 2022 i.e. ''CARE BBB-; Stable '' (read as CARE Triple B Minus; Outlook: Stable) for long-term facilities and ’CARE A3’ (read as CARE A three) for short-term facilities, to the Company.

10. DETAILS OF SUBSIDIARY, ASSOCIATE, JOINT VENTURE

The Company does not have any subsidiary or associate company. The Company has not entered into Joint Venture.

11. MEETINGS OF THE BOARD

During the period under review the Board of Directors met 4 (Four) times viz. on 25th June, 2021, 09th August, 2021, 12th November, 2021, 12th February, 2022. 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.

Following changes took place in composition of Board and Key Managerial Personnel''s:

• Mr. Sumit Kumar Modak (DIN: 00983527) resigned as Whole-Time Director w.e.f. 30th August, 2021

• Mr. Shiv Kumar Malu (DIN: 05345172) resigned from the Board w.e.f. 14th February, 2022 after completion of his 1st term as Independent Director in the Company

• The Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 19th May, 2022, appointed Mr. Sushil Sharda (DIN: 03117481) as an Additional Director (Executive) of the Company with effect from 19th May, 2022, who will hold office up to the date of the 36th Annual General meeting and the Board has recommended his appointment to the shareholders.

• The Board had, on the recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 19th May, 2022, appointed Mr. Shiv Kumar Malu (DIN: 05345172) as the Additional Director (Non-Executive Independent Category) with effect from 19th May, 2022 for 2nd term of five years, who will hold office up to the date of the 36th Annual General meeting and the Board has recommended his appointment to the shareholders for a period of 5 years i.e. from 19th May, 2022 to 18th May, 2027.

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.

13. DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152 of the Companies Act, 2013 (the “Act”) and in terms of the Memorandum and Articles of Association of the Company, Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The re-appointment is being placed for members'' approval at the 36th Annual General Meeting. The Members of the Company may wish to refer to the accompanying notice of the 36th Annual General Meeting of the Company, for a brief profile of the Director.

14. 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, and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company. 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.

15. COMMITTEES OF 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.

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

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining director attributes and remuneration of Directors, Key Managerial Personnel 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 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

17. 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, 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 Director and NonExecutive 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.

18. 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 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.

19. REMUNERATION OF DIRECTORS AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the 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 2021-2022:

Name of Directors	Ratio to the Median Remuneration
Non-Executive Directors Executive Directors	N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2021-22
Mr. Murarilal Mittal (Managing Director)	23.51 times
Mr. Mayank Mittal (Jt. Managing Director)	22.04 times
Mr. Sumit Kumar Modak (Whole-Time Director)*	12.34 times
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	12.34 times
* Resigned w.e.f. 30thAugust, 2021 i. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.
Directors, Chief Financial Officer and Company Secretary	% increase in Remuneration in the financial year
Non-Executive Directors	N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2021-2022
Mr. Murarilal Mittal (Managing Director)	0.00 ''
Mr. Mayank Mittal (Jt. Managing Director)	0.00
Mr. Sumit Kumar Modak (Whole-Time Director)	5.00
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	86.42
Mr. Mahender Singh Arora (Chief Executive Officer)	43.68
Mr. Rakesh Kumar Jain (Chief Financial Officer)	26.74
Mr. Govinda Soni* (Company Secretary & Compliance Officer)	N.A*
* Appointed w.e.f. 25th June, 2021 ii. The percentage increase in the median remuneration of employees in the financial year:

Particulars	2021-2022 (Rs.)	2020-2021 (Rs.)	% Increase/ Decrease
Median Remuneration of all	3,40,228	3,05,237	11.46
employees per annum

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

There were 540 (Five hundred and Forty) permanent employees as on 31st March, 2022.

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 2021-22 was 11.89%.

The average increase in the salaries of Managerial Personnel during Financial Year 2021-22 was 19.79%.

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 of the Company.

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, 2022 and the date of this Report.

Further, during the year under review, there are no employees who comes within the purview of 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.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company''s website i.e. www.bharatwireropes.com

22. CORPORATE GOVERNANCE • Report

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the SEBI Listing Regulations. The Company has complied fully with Corporate Governance requirements under the SEBI Listing Regulations. A separate section on Corporate Governance forming part of the Board''s Report.

• Certificate:

Your Company is committed to follow the best practices of Corporate Governance and the Board is responsible to ensure the same, from time to time.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations, from time to time and M/s Mihen Halani & Associates, Practicing Company Secretaries, vide their certificate dated 19th May, 2022, confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations. The said certificate is annexed as Annexure-I to this.

23. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

24. INDIAN ACCOUNTING STANDARDS (IND - AS)

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the financial statements for the year ended March 31, 2022 are prepared in accordance to the same.

25. 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, 2022; 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, 2022 and of the profit and loss ofthe 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.

26. AUDITORS

• Statutory Auditors

M/s. NGS and Co. LLP, Chartered Accountants (FRN: 0119850W) were appointed as Auditors of the Company, at the 34th Annual General Meeting held on September 15, 2020, for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of 34th Annual General Meeting until the conclusion of 39th Annual General Meeting of the Company to be held in the financial year 2025.

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 2022-23.

Further, the report of the 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, 2022. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2022 and the said Auditors have issued the Secretarial Audit Report in Form MR-3 as the aforesaid provisions. The Secretarial Audit Report is annexed to this report as Annexure I. The comments mentioned in the Secretarial Audit 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, 2022, and the same was submitted to the stock exchanges in time.

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the Company at its meeting held on 19th May, 2022, has re-appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries), undertake the Secretarial Audit of the Company for the financial year 2022-23.

• Cost Auditors:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained. 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 19th May, 2022 has on the recommendation of the Audit Committee, 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 2022- 23 at a remuneration of Rs. 1,00,000 /- plus taxes as applicable and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed before the Shareholders for ratification.

• Internal Auditor:

M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No.: 101569W), Mumbai performed the duties of internal auditors of the company for the Financial Year 2021-2022 and their report is reviewed by the audit committee from time to time. Further, the Board of the Company at its meeting held on 19th May, 2022, has re-appointed M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No.: 101569W), as Internal Auditor of the Company for the financial year 2022-23.

27. 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 evaluation 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.

28. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria of undertaking Corporate Social Responsibility activities as per the Section 135 ofthe Act forthe Financial Year2021-22.

29. DEPOSITS

The Company did not hold any public deposits; neither accepted nor renewed any fixed deposits during the year.

30. 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.

31. 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 with related parties, therefore Form AOC-2 does not form part of this report. There are 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 Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The said transactions were unanimously approved by the Board.

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

32. VIGILMECHANISM /WHISTLE BLOWERPOLICY

Your Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use the mechanism. It also provides direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Vigil Mechanism and Whistle Blower Policy are available on the Company''s website (www.bharatwireropes.com). The concerned employees and the Directors of the Company are made aware of the said policy from time to time.

33. BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN, 2017 (“BWR ESOP 2017”)

The Shareholders of the Company, through Postal ballot dated 11th February, 2017 approved the formulated the BWRL Employees Stock Option Plan - 2017 (ESOP Plan), to be 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. The ESOP Plan involves acquisition of shares from the secondary market.

Accordingly, 75,000 options have been granted this year under this plan by the BWRL Finance Committee to the eligible employees of the Company. The grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board.

As per the ESOP Plan, 35% of these options will vest at the end of the first year and the balance 35% at the end of the second year and 30% at the end of third year.

Voting rights on the shares, if any, as may be issued to employees under the aforesaid ESOP Plans are to be

exercised by them directly or through their appointed proxy. Hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013 is not applicable. There is no material change in the aforesaid ESOP Plans and the same are in compliance with the ESOP Regulations.

Further, 12,56,750 shares have been allotted during the year to the eligible employees whose options were duly vested under the BWRL ESOP Plan.

The details of the plan form part of the Notes to accounts (Note no. 45) of the financial statements in this Annual Report and the BWRL Employees Stock Option Plan -2017 is available on the website of the Company i.e. www.bharatwireropes.com.

The Certificate from the Secretarial Auditors of the Company certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be available for inspection during the meeting in electronic mode and the same may be accessed upon login to https://evoting.kfintech.com

34. 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.

35. 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 Section134 (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 is at the focus of our company and we are trying hard to make giant strides in this area. We have done following improvements which needs to be highlighted:

1. We have stopped the heater and started using the Flue gas of Zinc bath of our furnaces saving us the need for continuous operation of heater.

2. We have installed drive and made it on a closed loop system in our water reservoir.

(B) Technology Absorption:

BWR has taken one step further towards technological increase in productivity and reduce equipment down time. Developed in house Industry 4.0 system to increase productivity and reduce downtime. The system is a result of connection of the machines in a network and analyzing data and creating pointers for operation team to take necessary actions based on real time data. The unique solution is helping BWR to set new benchmarks in production by leveraging cutting edge technology.

(B) Foreign Exchange Earnings and Outgo:
Sr. No.	Particulars	2021-22	2020-21
1	Foreign Exchange Earnings(Inflow)	30,73,13,457	16,08,65,144
2	Value of Direct Import (C. I. F. Value)	3,40,22,296	5,89,63,344
3	Expenditure in Foreign Currency (Outflow)	2,16,25,403	35,67,282

36. 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.

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 2021-22.

37. 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.

38. CEO/CFO CERTIFICATION

In terms of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

39. 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).

40. MISCELLANEOUS

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

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

41. 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 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.

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Mar 31, 2018

Dear Members,

The Directors of your Company are pleased to present the 32^nd Annual Report and the Audited Financial Statements for the Financial Year (“F.Y.”) ended March 31, 2018.

1. FINANCIAL PERFORMANCE

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)

Particulars	2017 - 18	2016 - 17
Income from Business Operations	16,791.99	7,107.39
Other income	2,072.90	325.16
Total Revenue	18,864.90	7,432.56
Profit before Interest, Depreciation and Taxes	3783.74	934.79
Less: Interest	2,518.43	254.20
Less: Depreciation	1,234.79	388.52
Profit before Tax	30.52	292.07
Less: Extra-ordinary Item (Goodwill Written Off)	-	-
Less: Current Income Tax	2.80	89.95
Less: Minimum Alternative Tax Credit Entitlement	(2.80)	(89.95)
Less: Deferred Tax	5.61	48.05
Profit after Tax	24.91	244.02
Other Comprehensive Income / (Expenses) for the Year, Net of Tax	(11.43)	(0.82)
Total Comprehensive Income for the Year, Net of Tax	13.49	243.20

Note: Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The total revenue of the Company for F.Y. 2017-18 at Rs. 18,864.90 Lakhs was higher by 153.81% over the previous year’s revenue (Rs. 7,432.56 Lakhs). The profit after tax of the Company was Rs. 24.91 Lakhs, 89.79% lower than the previous year’s profit after tax (Rs. 244.02 Lakhs).

3. COMPANY’S STATE OF AFFAIRS

Bharat Wire Ropes Limited the (the “Company” or “BWR”) is one of the largest manufacturers of Wire, Wire Ropes, Stranded Wires and Slings in India, with an increasing global presence, catering more than 30 countries globally. The Company exports its varied products to USA, Singapore, Australia, South Africa, Kuwait, New Zealand, Vietnam, Bangladesh and Nepal. The Company is committed to increase its efficiency and productivity.

4. SHARE CAPITAL

The Paid-up Share Capital of the Company as on March 31, 2018, was Rs. 44,95,22,480/- consisting of4,49,52,248 Equity Shares of Rs. 10 each. The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) since April 1, 2016.

During the F.Y. 2017-18, the Members of the Company has passed an ordinary resolution on May 15, 2018 through Postal Ballot, to increase the Authorised Capital of the Company from Rs. 50,00,00,000/- (Rupees Fifty Crores) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 52,00,00,000/- (Rupees Fifty Two Crores) divided into 5,20,00,000 (Five Crores Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. There was no change in the Paid-up Share Capital during the year under review.

5. RESERVES AND DIVIDEND

We propose to transfer Rs. 242.33 Lakhs to ‘ESOP Reserve’ with respect to Options granted to the employees of your Company under the ‘Bharat Wire Ropes Limited Employee Stock Option Plan, 2017’.

With a view to conserve the resources of the Company, your Directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended March 31, 2018.

6. MEETINGS OF THE BOARD

During the period under review the Board of Directors met 6 (Six) times viz. on May 27, 2017, September 9, 2017, October 17, 2017, December 8, 2017, February 14, 2018 and March 9, 2018, the additional details of which are given in the Corporate Governance Report annexed herewith.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Murarilal Mittal (DIN: 00010689) was re-appointed as Managing Director of the Company by the Board of Directors at its Meeting held on October 17, 2017, for a term of 5 years w.e.f. October 17, 2017. His appointment is subject to approval by Shareholders at 32^nd Annual General Meeting (“AGM”). His re-appointment is being placed for your approval at AGM.

Mr. Anthony D’Souza (DIN: 06707269), Independent Director of the Company resigned from the office of Director w.e.f. October 17, 2018, due to his disqualification under Section 164(2) of the Companies Act, 2013.

Mr. Ajai Kumar (DIN: 02446976) was appointed as an Additional Director (Independent Director) w.e.f. October 17, 2017 and resigned from the office of Director w.e.f. April 6, 2018.

Mr. Sanjiv Swamp (DIN: 00132716) was appointed as an Additional Director (Independent Director) of the Company w.e.f. April 28, 2018, to hold the office up to the conclusion of ensuing AGM. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended that Mr. Sanjiv Swarup be appointed as an Independent Director by the Members for a term of 5 (five) consecutive years. His appointment is being placed for your approval at AGM.

The Company has received declarations from Mr. Sanjiv Swarup, confirming that he meet the criteria of independence prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

Mr. Supratik Chatterjee (DIN: 06934992), Chairman & Independent Director of the Company resigned from the office of Director w.e.f. May 31, 2018.

8. DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 (the “Act”) and in terms of the Memorandum and Articles of Association of the Company, Mr. Sumit Kumar Modak (DIN: 00983527), Mr. Sushil Sharda (DIN: 03117481) and Mr. Venkateswararao Kandikuppa (DIN: 06456698) are liable to retire by rotation at the ensuing AGM and being eligible, has offered themselves for re-appointment. Their re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 32^nd AGM of the Company, for a brief resume of above mentioned Directors.

9. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declaration from all the Independent Directors under Section 149(7) of the Act, stating that they meet the criteria of independence as laid down in Section 149(6) of the Act.

10. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

11. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form MGT-9 is annexed as ‘Annexure A’ to this Report.

12. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has complied with the Corporate Governance requirements under the Act and as stipulated under the Listing Regulations. A separate section titled ‘Corporate Governance Report’ under the Listing Regulations along with a certificate from the Statutory Auditors confirming the compliances and ‘Management Discussion and Analysis’ are annexed and form part of this Annual Report.

13. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, submits that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2018, 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, 2018 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.

15. AUDITORS

Statutory Auditors

M/s. Sureka Associates, Chartered Accountants, Mumbai (Firm Registration No.: 110640W) were appointed as Statutory Auditors of the Company from the conclusion of Annual General Meeting held on September 30, 2014, for a term of 5 (five) years, to hold the office until the conclusion of the Annual General Meeting to be held in the year 2019, subject to ratification by the Members at every Annual General Meeting, if so required under the Act. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting is done away vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors.

M/s. Sureka Associates have expressed their willingness to continue as Statutory Auditors of the Company and have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Independent Auditors’ Report of M/s. Sureka Associates on the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sureka Associates in their Report dated May 30, 2018.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Abhishek Lakhotia and Co., Practicing Company Secretaries (Membership number: F9082; Certificate of Practice number: 10547), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report is annexed as ‘Annexure B’.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Abhishek Lakhotia and Co., in their Secretarial Audit Report dated May 30, 2018 on the Secretarial and other related records of the Company for F.Y. 2017-18.

16. POLICY FOR DETERMINING DIRECTORS’ ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining director attributes and remuneration of Directors, Key Managerial Personnel 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 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.

17. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The evaluations of the Chairman, Directors, the Board and the Committees of the Board were undertaken by the Board of Directors. The performance of the Board was assessed on select 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 that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors were based on their participation,contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board. The evaluation of Committees were based on contribution to decisions of the Board, Independence of the Committee from the Board, Effectiveness of the Committee, etc.

18. 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 plays an important role in evaluation 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.

19. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria of undertaking Corporate Social Responsibility activities as per the Section 135 of the Act.

20. DEPOSITS

Your Company did not hold any public deposit at the beginning of the year nor has it accepted any public deposits during the year under review.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

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.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered and executed during the year under review were at arms’ length basis. There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report.

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

23. VIGIL MECHANISM

Your Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use the mechanism. It also provides direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Vigil Mechanism and Whistle Blower Policy are available on the Company’s website (www.bharatwireropes.com).

24. DETAILS REGARDING BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN, 2017 (“BWR ESOP 2017”)

Your Company has formulated the Bharat Wire Ropes Limited Employee Stock Option Plan, 2017 (“BWR ESOP 2017”), for grant of Stock Options to certain employees of the Company. BWR ESOP 2017 was approved by the Members pursuant to the Special Resolution passed through Postal Ballot on March 22, 2017. As on March 31, 2018, Your Company has granted 20,98,500 number of options to employees so far.

25. 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.

26. 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 :

Steps taken for utilizing alternate source of energy:

The Company has taken every necessary step for conservation of energy by installing LED lights at plant, buildings and offices which consumes 80% less electricity as compared to the traditional lighting arrangements. Energy efficient utility equipment like pump and Compressor are controlled by Variable frequency drives which saves 20 to 30 percent electricity.

Steps taken for conservation of energy:

The Company has installed Energy efficient transformer in order to reduce the loss for power transformation on our projects. Total loss (no load loss and full load loss) is reduces to 1% from 3%. Automatic power factor panel has been installed to control power factor automatically. The Company receives 8% incentive p.a. on its total bill by the Electricity Board.

(B) Technology Absorption:

Online process monitoring:

Your Company has taken initiative for real time process data monitoring through IoT (Internet of Things). We are now monitoring various processes data like machine speed, temperature, length, job card target length through IoT. All data generated are saved locally and on cloud based server. Auto generated reports are published and sent to required department/person through auto mail.

Energy management software:

Your Company has developed in-house Energy Management System and software to monitor real time energy consumption in Plant. Benefit of this system is to monitor and control energy consumption of each and every machine and process.

There have been no other technology changes in the Company during the year under review, but the Company is under process to bring more technological revolution by installing high end technology for its new plant in MIDC, Chalisgaon, Maharashtra.

27. 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.

The Company has framed ‘Sexual Harassment Policy of Bharat Wire Ropes Limited’ to prevent sexual harassment of women at work place. No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the 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 F.Y. 2017-18:

Name of the Directors	Ratio to the median Remuneration
Non-Executive Directors	N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the F.Y 2017-18
Executive Directors
Mr. Murarilal Mittal (Managing Director)	27.34
Mr. Mayank Mittal (Jt. Managing Director)	25.77
Mr. Sushil R. Sharda (Whole-Time Director)	12.40

Mr. Sumit Kumar Modak	12.96
(Whole-Time Director)
Mr. Venkateswararao	6.96
Kandikuppa
(Whole-Time Director)

(i) The percentage increase in remuneration of each Director, Chief Executive Officer,

Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Non-Executive Directors	N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the F.Y. 2017-18
Mr. Murarilal Mittal (Managing Director)	41.59
Mr. Mayank Mittal (Jt. Managing Director)	68.67
Mr. Sushil R. Sharda (Whole-Time Director)	21.74
Mr. Sumit Kumar Modak (Whole-Time Director)	14.94
Mr. Venkateswararao Kandikuppa (Whole-Time Director)	(3.79)
Mr. Mahender Singh Arora (Chief Executive Officer)	61.74
Mr. Rakesh Kumar Jain (Chief Financial Officer)	8.31
Mr. Shailesh Rakhasiya (Company Secretary & Compliance Officer)	15.92

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

Particulars	2016-17 (Rs.)	2017-18 (Rs.)	% Increase
Median remuneration of all employees per annum	2,54,964	2,92,622	14.77

(iii) The number of permanent employees on the rolls of Company: There were 512 (Five Hundred and Twelve) permanent employees as on March 31, 2018.

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

The average increase in the salaries of employees excluding Managerial Personnel during Financial Year 2017-18 was 9.61%. The average increase in the Remuneration of Managerial Personnel during the Financial Year 2017-18 was 36.96%. The increase in the remuneration of Managerial Personnel was due to the increase in the remuneration of Managing Director and Whole-Time Director which was based on Company’s Performance and their Individual Performance.

(v) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

29. MATERIAL CHANGES AND COMMITMENTS

Your Company has entered into understanding and arrangement with Bridon Bekaert Ropes Group Limited (“Bridon”) for 5 years, wherein Bridon shall be sourcing ropes of various configuration from your Company for their global requirements and your Company will be representing Bridon in Indian markets for special ropes which are not present in the manufacturing range of Bharat Wire Ropes Limited. Both the companies will explore jointly all avenues of quantum increase in business share in the respective domain by exchanging expertise and knowledge wherever necessary.

During the F.Y. 2017-18, the Members of the Company has passed an ordinary resolution on May 15, 2018 through Postal Ballot, to increase the Authorised Capital of the Company from Rs. 50,00,00,000/- (Rupees Fifty Crores) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 52,00,00,000/- (Rupees Fifty Two Crores) divided into 5,20,00,000 (Five Crores Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. There was no change in the Paid-up Share Capital during the year under review.

There were no other material changes or commitments affecting the financial position of your Company which haveoccurred between March 31, 2018 and May 30, 2018, being the date of this report.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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.

31. ACKNOWLEDGEMENT

The Board of Directors place on record their sincere thanks to its bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company during the year under review. The Directors gratefully acknowledge the support and confidence reposed by the shareholders on your company.

On behalf of Board of Directors of

Bharat Wire Ropes Limited

Murarilal Mittal Venkateswararao Kandikuppa

Managing Director Whole-time Director

DIN: 00010689 DIN: 06456698

Date: May 30, 2018

Place: Mumbai

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Mar 31, 2016

To,

The Members,

Bharat Wire Ropes Limited

The Directors are pleased to present the 30^th Annual Report of the Company together with the Audited Accounts and Auditors ’ report for the financial year ended March 31, 2016.

1. THE COMPANY’S FINANCIAL PERFORMANCE FOR THE YEAR ENDED MARCH 31, 2016 IS SUMMARIZED AS BELOW:

Financial Particulars	For the Year Ended March 31
	2016	2015
Income from Business Operations	60,70,28,472	76,72,21,483
Total Revenue	60,70,28,472	76,72,21,483
Profit before Tax and Depreciation	4,50,92,101	5,52,69,73
Less Depreciation	2,29,17,158	2,44,59,43
Profit before Tax	221,74,943	3,08,10,300
Less: Extra-ordinary Item (Goodwill Written Off)	-	1,99,51,368
Less Current Income Tax	74,63,897	92,51,050
Less Minimum Alternative Tax Credit Entitlement	-	-
Less Deferred Tax	12,83,324	(16,60,597)
Profit after Tax available for appropriation	1,34,27,722	32,68,479
Add Balance Brought forward from previous year	10,10,26,532	9,77,58,052
Balance carried to Balance Sheet	11,44,54,254	10,10,26,531
Earnings per share (Basic)	0.46	0.11
Earnings per Share(Diluted)	0.46	0.11

2. THE STATE OF COMPANY’S AFFAIRS:

Bharat Wire Ropes Ltd. (“Your Company”) is one of the largest manufacturers of Wires, Wire Ropes, Stranded Wires and Slings in India with an ever growing global presence, catering more than 20 countries globally by way of exports to South Africa, Kuwait, New Zealand, Vietnam, USA, Singapore, Australia, and Nepal. The Profit before tax has improved on account of improved efficiency and benefit of reduction of Raw Material prices. Your Company’s ‘Revenue from Operations’ was in line with previous year however there has been a marginal dip during the year mainly on account of reduction of prices of final products. Your Company has been continuously striving to increase its efficiency and productivity. The management hopes that this scenario will improve in the next year.

3. RESERVES AND DIVIDEND:

During the year under review your Company has transferred Rs. 54,44,44,425/- to Reserves and Surplus that is Rs. 35/- per equity shares on 1,55,55,555 equity shares of Rs. 10/- each, received under Initial Public Offering (“IPO”). No Dividend was declared for the current financial year due to conservation of Profits by the Company.

4. STATUTORY AUDITORS:

Your Company’s Auditor, M/s. Sureka Associates, Chartered Accountants, Mumbai am Registration No.: 110640W) who have been re-appointed as Statutory Auditor for a period of 5 years’ subject to ratification by the Members of your Company at every Annual General Meeting, have given their consent to continue to act as the Auditor of your Company the remaining tenure.

5. EXPANSION:

Your Company has started project for expansion of wire ropes manufacturing facilities 66,000 MTPA at MIDC, Chalisgaon,

Dist. Jalgaon, Maharashtra, with estimated cost of Rs. 507.17 Crores. The Company has financed the same by way of Term Loan of Rs. 330 Crores from banks under Consortium arrangement and by issuing fresh equity shares of Rs. 70 Crores through Initial Public Offer and is listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

6. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Since the dust report following changes took place in the Board of Directors and Key Managerial Personnel:

- Mr. Asit Pal was appointed as the additional director of the Company on February 14, 2015 and his designation was changed to Non-Executive Independent Director in the Extra Ordinary General Meeting held on April 25, 2015.

- Ms. Ruhi Mittal was appointed as the additional director of the Company on April 16, 2015 and her designation was changed to Non-Executive Non Independent Director in the Extra Ordinary General Meeting held on April 25, 2015.

- Mr. Vedprakash Sharma resigned as Chief Financial Officer on April 16, 2015.

- Mr. Rakesh Kumar Jain was appointed as Chief Financial Officer on April 16, 2015 for a period of One (1) year and was re-appointed on March 28, 2016.

- Mr. Sushil R. Sharda was re-appointed as a Whole-time Director on December 28, 2015 for a period of Five (5) years w.e.f. January 1, 2016 to December 31, 2020.

- Mr. Venkateswararao Laxmanamurty Kandikuppa was re-appointed as a Whole-time Director on December 28, 2015 for a period of Five (5) years w.e.f. January 1, 2016 to December 31, 2020.

- Mr. Sumit Kumar Modak was re- appointed as a Whole-time director on December 28, 2015 for a period of Five (5) years w.e.f. January 1, 2016 to December 31, 2020.

7. BUSINESS RISK MANAGEMENT:

Risk managements embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management frame is reviewed periodically by the Board and the Audit Committee.

8. POLICY ON DIRECTOR’S AND KEY MANAGERIAL PERSONNEL APPOINTMENT & REMUNERATION:

Your Company during the year adopted the policy on Directors Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel.

9. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria of undertaking Corporate Social Responsibility (CSR) activities as per Section 135 of Companies Act, 2013.

10. COMMENTS BY THE BOARD WITH RESPECT TO AUDITORS FINDINGS:

No adverse remark has been reported in the auditor’s report by the auditor for the financial year 2015-16 which requires explanation and comments by the board.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Particulars of Loans, Guarantees or Investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the schedule no. 2.26.6 of notes to Financial Statements.

12. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

13. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 2 of the Companies (Management at Administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

14. 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 Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under.

Conservation of Energy:

Your Company has procured various latest and advance machinery having latest technology which is already in erection stag with minimum power consumption features with lot more other features for its new plant at MIDC, Chalisgaon, Maharas which will result in saving in power consumption, which will benefit to the Company in the coming years.

Technology Absorption:

There have been no technology changes in the Company during the year under review, but Company is under process to bring technological revolution by installing high end technology for its new plant at MIDC, Chalisga on, Maharashtra.

Foreign exchange earnings Outgo:

Sr. No.	Particulars	2015-2016	2014-2015
a.	Foreign Exchange Earnings	3,27,90,308	10,06,99,170
b.	Value of Direct Import (C. I. F Value)	68,04,10,076	12,83,30,259
c.	Expenditure in Foreign Currency	33,29,197	7,25,17

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the year under rewj 9 Meeting of the Board of Directors have been conducted, details of which are given below:

Quarter	Date of the Meeting	Time of the Meeting
First Quarter	April 16, 2015	5.30 p.m.
(April - June)	April 25, 2015	5.30 p.m.
	June 15, 2015	11.00 a.m.
Second Quarter	July 13, 2015	11.00 a.m.
(July - September)	July 21, 2015	3.00 p.m.
	September 1, 2015	12.00 p.m.
Third Quarter (October - December)	December 28, 2015	12.30 p.m.
Fourth Quarter	March 7, 2016	8.30 a.m.
(January - March)	March 28, 2016	11.00 a.m.

16. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement:-

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end i financial year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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.

17. DIRECTORS’ EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seek their inputs on various aspects of Board/Committees. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors’ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The members of the Independent Directors Committee evaluated Boards performance in the Independent Director Committee meetings held on March 28, 2016.

18. AUDIT COMMITTEE

TheAudit Committee consists of the following members:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Asit Pal	Chairman	Non-Executive Independent Director
Mr. Supratik Chatterjee	Member	Non-Executive Independent Director
Mr. Anthony DSouza	Member	Non-Executive Independent Director
Mr. Murarilal Mittal	Member	Managing Director

None of the recommend Dates made by the Audit Committee were rejected by the Board.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following members:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Supratik Chatterjee	Chairman	Non-Executive Independent Director
Mr. Asit Pal	Member	Non-Executive Independent Director
Mr. Anthony DSouza	Member	Non-Executive Independent Director

20. REMUNERATION TO DIRECTORS

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr.	Particulars of		Name of MD/WTD/Manager			Total Amount
No.	Remuneration	Mr. Murarilal Mittal, Managing Director	Mr. Sushil R. Sharda, Whole-Time Director	Mr. Venkateswararao Kandikuppa, WholeTime Director	Mr. Sumit Kumar Modak, Whole-time Director	(Rs.)
1	Total Salary (P.A)	33,00,000	23,32,800	23,68,347	26,9 ,75	1,06,92,862
	Total (A)	33,00,000	23,32,800	23,68,347	26,9 ,75	1,06,92,862

B. Remuneration to other Directors:

			Name of Directors			Total Amount
Sr. No.	Particulars of Remuneration	Mr. Supratik Chatterjee, Independent Director	Mr. Anthony D’Souza, Independent Director	Mr. Asit Pal, Independent Director	Ms. Ruhi Mittal, Non- Executive Non -Independent Director	(Rs.)
1	Independent Directors
	- Fees for attending board, committee meetings	g 58,500	49,500	57,750	28,500	1,94,250
	- Commission	-	-	-	-	-
	- Others, please specify	-	-	-	-	-
	Total (D	58,500	49,500	57,750	28,500	1,94,250

2 Other Non- ----

Executive Directors

- Fees for attending - board, committee meetings

- Commission -----

- Others, please ----specify

Total (2) - - - - -

Total (B) = ( 2) 58,500 49,500 57,750 28,500 1,94,250

Total Managerial Remuneration (A B) 1,08,58,312

21. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The StakedAders Relationship Committee consists of the following members:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Anthony DSouza	Chairman	Non-Executive Independent Director
Mr. Asit Pal	Member	Non-Executive Independent Director
Mr. Sushil R. Sharda	Member	Whole time Director

22. INITIAL PUBLIC OFFERING (IPO) COMMITTEE:

The IPO Committee consol the following members:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Sushil R. Sharda	Chairman	Whole time Director
Mr. Murarilal Mittal	Member	Managing Director
Mr. Asit Pal	Member	Non-Executive Independent Director

The above composition of the IPO Committee consists of Independent Director Mr. Asit Pal.

23. INDEPENDENT DIRECTOR’S COMMITTEE:

The Independent Directors Committee consists of the following members:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Supratik Chatterjee	Chairman	Non-Executive Independent Director
Mr. Anthony DSouza	Member	Non-Executive Independent Director
Mr. Asit Pal	Member	Non-Executive Independent Director

24. VIGIL MECHANISM:

The Company has establish a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of t Audit Committee on reporting issues concerning the interests of employees and the Company.

An Internal Complaints Committee has been formed for each location of your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions entered with Related Parties for the year under review were on arms length basis. The Particular Contracts or Arrangements with Related Parties in terms of Section 134 of the Companies Act, 2013, are given in Form No. AOC 2.

26. MATERIAL CHANGES AND COMMITMENTS:

- Your Company raised capital by issuing 1,55,55,555 Equity Shares of Rs. 10/- each per shares for a premium of Rs. 35/- per share to the public at the end of the financial year 2015-16 and got listed on National Stock Exchange of India Limited and BSE Limited.

- No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company’s operation in future.

- N one of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointer and Remuneration of Managerial Personnel) Rules, 2014.

- During the year under report, no shares with differential rights were issued by your Company, nor did your Company allot any equity shares as sweat equity shares or bonus shares.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company has a robust internal control system commensurate with the size and scale of its operations. Roles a 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 CA 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 inter 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.

28. PARTICULARS OF EMPLOYEES:

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

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2015-16:

Name of the Directors	Ratio to the median Remuneration
Non-Executive directors
Mr. Supratik Chatterjee	0.257
Mr. Anthony DSouza	0.217
Mr. Asit Pal	0.253
Ms. Ruhi Mittal	0.125
Executive directors
Mr. Murarilal Mittal	4.479
Mr. Sushil R. Sharda	10.235
Mr. Sumit Kumar Modak	11.810
Mr. Venkateswararao Kandikuppa	10.391

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2015-16:

Directors, Chief Financial Officer and Company Secretary	% Increase in remuneration in the financial year
Mr. Supratik Chatterjee	290
Mr. Anthony DSouza	230
Mr. Asit Pal	670
Ms. Ruhi Mittal	-
Mr. Murarilal Mittal	-
Mr. Sushil R. Sharda	0.03
Mr. Sumit Kumar Modak	43.41
Mr. Venkateswararao Kandikuppa	4.42
Mr. Rakesh Kumar Jain	-
Mr. Shailesh Rakhasiya	31.05

* Mr. Rakesh Kumar Jain was appointed on April 16, 2015, therefore, increase in his remuneration not provided.

* Ms. Ruhi Mittal was appointed to Non-Executive Non Independent Director in the Extra Ordinary General Meeting held on April 25, 2015 therefore, increase in her remuneration not provided.

iii. The percentage increase in the median remuneration of employees in the financial year 2015-16: 22,47%

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

There were 319 permanent employees as on March 31, 2016.

v. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 4.7%. The individual increments are based on individual performance. The increase in remuneration is in line with the market trends in India. In order to ensure t-hat rendition reflects Company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY 15-16	1,27,14,701
Revenue	60,70,28,472
Remuneration of KMPs (as % of revenue)	2.09
Profit before Tax (PBT)	2,2174,943
Remuneration of KMP (as % of PBT)	57.34

Note: KMP includes Managing Director, Whole-Time director, Company Secretary & Chief Financial Officer as per Section 203 of Companies Act, 2013.

vii. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2016
Market capitalization (NSE)	2,02,28,51,160
Price Earnings Ratio	97.82

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

The averred annual increase was around 4.7% in the salaries of the employees.

x. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

PARTICULARS	Mr. Murarilal Mittal, (Managing Director)	Mr. Sushil Sharda (Whole -Time Director)	Mr. Sumit Kumar Modak (Whole-Time Director)
Remuneration in FY 15-16	33,00,000	23,32,800	26,9175
Revenue (Rs. in lakhs)	60,70,28,472
Remuneration as % of revenue	0.54	0.38	0.44
Profit before Tax (PBT) (Rs. in lakhs)	22,74,943
Remuneration (as % of PBT)	14.88	10.51	2.B

PARTICULARS	Mr. Venkateswarao Kandikuppa (Whole-Time Director)	Mr. Rakesh Kumar Jain, (Chief Financial Officer)	Mr. Shailesh Rakhasiya, (Company Secretary)
Remuneration in FY 15-16	23,68,347	17,41,389	2,80,450
Revenue (Rs. in lakhs)	60,70,28,472
Remuneration as % of revenue	0.39	0.29	0.05
Profit before Tax (PBT) (Rs. in lakhs)	22,74,943
Remuneration (as % of PBT)	10.68	7.85	126

xi. The key parameters for any variable component of remuneration availed by the directors:

The sitting fees paid to the Non - Executive Directors are in the ceiling limit as provided in the Companies Act 2013.

The said fees are decided each year by the board of dried tossed on their attendance and contribution at the Board and certain Committee Meeting.

xii. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None

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

The Company affirms remuneration is as per the remuneration policy of the Company.

29. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to its bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Direct'' gratefully acknowledge the support and confidence reposed by the shareholders on your Company.

For Bharat Wire Ropes Limited

For Bharat Wire Ropes Limited

Murarilal Mittal Sushil R. Sharda

Managing Director Whole-time Director

DIN: 00010689 DIN: 03117481

Date : May 29, 2016

Place: Mumbai