డైరెక్టర్ల నివేదిక Bombay Wire Ropes Ltd.

Mar 31, 2025

The Directors of the Company are pleased to present the 64^th Annual Report of the Company along with the Audited
Financial Statements for the Financial Year ended 31^st March, 2025.

FINANCIAL RESULTS

Particulars	(Figures in Rupees ‘000)
	For the year ended	For the year ended
	31st March, 2025	31st March, 2024
Revenue from Operations	—	—
Other Income	1,373.57	1,184.61
Total Income	1,373.57	1,184.61
Profit/(Loss) before Interest, Depreciation & Tax	(6,097.12)	(4,448.19)
Finance Charges	1.38	—
Depreciation	204.69	180.54
Profit/ (Loss) before Tax	(6,303.19)	(4,628.73)
Tax Expense	(6,762.80)	1,542.03
Profit after Tax	(13,065.99)	(3,086.70)
Other Comprehensive Income/(Loss) net of Tax	16,089.82	5,039.11
Total Comprehensive Income/(Loss) for the Period	3,023.83	1,952.41

DIVIDEND

To conserve the resources for the future business requirement, the Board of Directors do not recommend declaration of any
dividend for the year.

OPERATIONS

The Board of the Company is in the process of evaluating alternative business opportunities which the Company may
choose to enter into in the future.

TRANSFER TO RESERVE

The Board of the Company do not propose to transfer any amount to the General Reserve.

SHARE CAPITAL

The paid-up equity share capital as at March 31,2025 stood at Rs. 53,39,500/-. During the year under review, the Company
has not altered its share capital. It has not issued any shares including shares with differential voting rights nor has granted
stock options or sweat equity shares to any employee nor does it have any scheme to fund its employees to purchase the
shares of the Company. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into
equity shares of the Company.

HOLDING / SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

The Board of Directors has reviewed the affairs of the holding Company during the year namely New India Exports Private
Limited.

During the year under review, no company has ceased to be subsidiary or an associate company of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS

During the year under review, the loss before tax is Rs. 6,303.19 thousand against a loss of Rs. 4,628.73 thousand in the
previous year.

The Company has currently invested its funds in fixed deposits while the Board continues to evaluate alternative business
opportunities. It remains debt-free and maintains adequate cash reserves to meet its strategic and operational requirements.
The Company follows a robust working capital management system, supported by a structured process that ensures
continuous monitoring and effective control over key financial parameters.

CHANGE IN NATURE OF THE BUSINESS OF THE COMPANY

There is no change in the nature of business of the Company.

INVESTMENT EDUCTION AND PROTECTON FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend for the financial year ended
31^st March, 2013, which remain unpaid or unclaimed for a period of 7 years from the respective date of transfer to the unpaid
dividend account of the Company have been transferred to the Investor Education & Protection Fund (IEPF).

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility do not apply to the
Company.

CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation
and Disclosures Requirements) Regulations, 2015. The Company is committed to ensure compliance with all modification
within prescribed norms under Companies Act, 2013.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2025 in Form MGT-7 in accordance with Section 92(3) of the Act read
with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.
bombaywireropes.com

DIRECTORS

Appointment of Directors

Shri Anurag Kanoria (DIN 00200630), Director, retires by rotation and being eligible, offers himself for reappointment.
A brief resume of Shri Anurag Kanoria, who is proposed to be reappointed, is provided in the Notice of the 64^th Annual
General Meeting of the Company.

Mr. Ashok Kumar Maroo (DIN: 01876965), who was appointed by the Board of Directors as an Additional Director designated
as a Non-Executive Independent Director of the Company with effect from 21st January 2025, and who meets the criteria of
independence as specified under Section 149(6) of the Companies Act, 2013, the applicable Rules, and Regulation 16(1)
of the SEBI Listing Regulations, and has submitted a declaration to that effect, is hereby appointed as a Non-Executive
Independent Director of the Company to hold office for a term of five (5) consecutive years from 21^st January 2025 to 20^th
January 2030, not liable to retire by rotation, as approved by the shareholders through a Postal Ballot resolution passed on
Tuesday, 15^th April 2025.

Policy on Appointment and Remuneration of Directors

Criteria for appointment of Independent Directors

With the coming into force of the Companies Act, 2013, the Board on the recommendation of the Nomination and Remuneration
Committee appoints independent directors who are of high integrity and with relevant expertise and experience so as to
have a diverse Board.

Criteria for appointment of Whole Time Directors

The Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise and experience
as well as leadership qualities for such position and takes into consideration recommendations, if any, received from any
member of the Board in this regard.

Declaration from Independent Directors

Each independent director has given a declaration that he/she meets the criteria of independence as laid down under
section 149(6) of the Companies Act, 2013 and the Rules made thereunder and Regulation 16(1)(b) and other applicable
regulations, if any, of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the
criteria for evaluation of the performance of individual directors, the Board as a whole and also the secretarial department.
Based on the said criteria, the exercise of evaluation is carried out through a structured process covering various aspects of
the functioning of the Board such as the composition of the Board and Committees, experience & expertise, performance of
specific duties and obligations, governance & compliance issues, attendance, contribution at meetings etc. The performance
evaluation of the non-independent directors was carried out by an independent director at a separately convened meeting
in which the performance of the Board as a whole was also evaluated and the performance of the secretarial department
was also reviewed. The performance of the independent directors has been carried out by the entire Board (excluding the
director being evaluated).

DETAILS OF BOARD/COMMITTEE AND ITS MEETING

Seven (7) Board Meetings were convened and held during the year. There has not been any instance during the year where
a recommendation of the Audit Committee was not accepted by the Board. The interval between two meetings has been
within the maximum period mentioned under section 173 of the Companies Act, 2013. The aforesaid details are given in
“Annexure A”.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and
appointment of Board Members.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments if any covered under the provisions of Section 186 of the Companies Act, 2013
are given in the Notes to the Financial Statements.

DEPOSITS

The Company has not accepted any deposit during the financial period under review.

INSURANCE

The properties of the Company have been adequately insured.

HUMAN RESOURCES

The Company treats its human resources as an important asset and believes in its contribution to the all round growth of
your Company. Your Company takes steps from time to time to upgrade and enhance the quality of this asset and strives
to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment
policies. Your Company is confident that its human capital will effectively contribute to the long-term value enhancement of
the organization.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be
provided upon request in terms of section 136 of the Act. This Report is being sent to all the shareholders of the Company
and others entitled thereto excluding such information. The said information is available for inspection by the members at
the registered office of the Company during business hours on working days of the Company up to the date of the ensuing
Annual General Meeting. Members interested in obtaining a copy thereof may write to the Company in this regard.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and in the
ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. No material
related party transactions were entered into during the year by your Company. Accordingly, disclosure of related party
transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Details of the transactions with related parties are provided in Note no. 21.3 of the accompanying financial statements.

SEGMENT WISE RESULTS

Ind AS - 108 issued by the Institute of Chartered Accountants of India is not applicable to the Company.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company and an assessment of the same is
periodically carried out by the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator / Court which would impact the going concern status
of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statement relate and the date of the report.

DIRECTORS’ RESPONSIBILITY STATEMENT

i) As stipulated under Section 134(3)(c) of the Companies Act, 2013, your directors confirm as under

ii) that in the preparation of the accounts for the financial year ended 31^st March, 2025, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

that the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the loss of the Company for the year under review;

that the directors have taken proper and sufficient care for 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;

iii) that since presently there is no operation in the Company the financial statements are not prepared on a going concern
basis.

iv) that the directors have laid down internal financial controls which are adequate and were operating effectively.

v) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

AUDITORS

a. Statutory Auditors

M/s. Batliboi & Purohit, Chartered Accountants (Firm registration no. 101048W) were reappointed as Statutory Auditors
of the Company for a term of 5(five) consecutive years, who shall hold office from the conclusion of the 61st Annual
General Meeting till the conclusion of the 66th Annual General Meeting (to be held in calendar year 2027), on such
remuneration as may be decided by the Board of Directors of the Company on the recommendation of the Audit
Committee from time to time.

Further, the reports given by the Auditors M/s. Batliboi & Purohit, Chartered Accountants on the Standalone financial
statements of the Company for the year ended 31^st March, 2025 form part of this Annual Report.

The Statutory Auditors Report for the Financial year ended 31^st March, 2025 does not contain any qualifications,
reservations or adverse remarks on the financial statements of the Company.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the
Companies Act, 2013.

b. Cost Auditors

Cost Audit is not applicable to the Company for the financial year 2024-25 as per the provisions of section 148 of the
Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records
and Audit) Rules 2014 framed thereunder as well as the Cost Audit Orders issued from time to time.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, Secretarial Audit Report is annexed herewith as Annexure
“B” to this report.

The Secretarial Auditor has qualified that the Company has not appointed Internal Auditor, required under Company’s
Act, 2013. The Management has responded that, presently, the Company’s Directors are looking after the affairs of the
Company. Since the Company does not have activities, the Company has not appointed Internal Auditor.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened
with new/revised standard operating procedures. The internal control system of the Company is commensurate with its size,
scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraise risks and
business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen the same. The Company has a robust Management Information System
which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the
internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of
the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit
Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules,
2014, is annexed herewith as Annexure “C” to this Report.

CODE OF CONDUCT

The Code has been prepared and is posted on the website of the Company. The Company believes in “Zero Tolerance”
against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to
counter such acts.

WHOLE TIME DIRECTOR AND CFO CERTIFICATION

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the Whole Time Director and
Chief Financial Officer was placed before the Board, and the same is enclosed to this report and forms part of the Annual
Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY (WBP)

The WBP is in place and is posted on the website of the Company and deal with instance of fraud and mismanagement, if
any.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s
shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Compliance Officer is responsible for implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors
and the designated employees have confirmed compliance with the Code.

STATEMENT PURSUANT TO UNIFORM LISTING AGREEMENT

The Company’s Equity shares are listed at Bombay Stock Exchange (BSE). The Annual listing fee for the year 2024-25 and
2025-26 has been paid.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been
set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year 2023-2024, no complaints were received by the Company in relation
to any incident of sexual harassment.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATS AS AT THE END OF THE
FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
alongwith their status as at the end of the financial year is not applicable.

THE 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 INSTITUATIONS
ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.

The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the
Institute of the Companies Secretaries of India.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also
like to place on record their appreciation for the continued support received by the Company during the year from all its
other stakeholders.

Mumbai, 15^th April, 2025 By Order of the Board of Directors

For BOMBAY WIRE ROPES LIMITED

Registered Office :

401/405, Jolly Bhavan No. 1

4th Floor, 10, New Marine Lines Raj Kumar Jhunjhunwala Dr. Anurag Kanoria

Mumbai - 400 020. Whole Time Director Director

CIN : L24110MH1961PLC011922 DIN No. 01527573 DIN No. 00200630

T: 91 22 2200 3231/4325

W: www.bombaywireropes.com

E: [email protected]

---

Mar 31, 2024

The Directors of the Company are pleased to present the 63rd Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS
Particulars	(Figures in	Rupees ‘000)
	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Revenue from operations	—	—
Other Income	1,184.61	1,078.66
Total Income	1,184.61	1,078.66
Profit/(Loss) before Interest, Depreciation & Tax	(4,448.19)	(3,053.36)
Finance Charges	—	—
Depreciation	180.54	172.63
Profit/ (Loss) before Tax	(4,628.73)	(3,225.99)
Tax Expense	1,542.03	(47.71)
Profit after Tax	(3,086.70)	(3,273.70)
Other Comprehensive Income/(Loss) net of Tax	5,039.11	5,672.93
Total Comprehensive Income/(Loss) for the Period	1,952.41	2,399.23

DIVIDEND

To conserve the resources for the future business requirement, the Board of Directors do not recommend declaration of any dividend for the year.

OPERATIONS

The Board of the Company is in the process of evaluating alternative business opportunities which the Company may choose to enter into in the future.

TRANSFER TO RESERVE

The Board of the Company do not propose to transfer any amount to the General Reserve.

SHARE CAPITAL

The paid-up equity share capital as at March 31, 2024 stood at Rs. 53,39,500/-. During the year under review, the Company has not altered its share capital. It has not issued any shares including shares with differential voting rights nor has granted stock options or sweat equity shares to any employee nor does it have any scheme to fund its employees to purchase the shares of the Company. As on March 31,2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

HOLDING / SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

The Board of Directors has reviewed the affairs of the holding Company during the year namely New India Exports Private Limited.

During the year under review, no company has ceased to be subsidiary or an associate company of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

During the year under review, the loss before tax is Rs. 4,628.73 thousand against a loss of Rs. 3,225.99 thousand in the previous year.

In compliance with the new Indian Accounting Standards, a fair value of investments has been done as on the date of the Balance Sheet as a result of which there is an unrealized profit of 8,331.42 thousand on investments made by the Company in the equity share market.

CHANGE IN NATURE OF THE BUSINESS OF THE COMPANY

There is no change in the nature of business of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility do not apply to the Company.

CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. The Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013.

ANNUAL RETURN

In terms of provisions of section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the annual return in form MGT-9 is annexed herewith and forms a part of this Report. Annexure "B".

DIRECTORSAppointment of Directors

Smt. Vineeta Kanoria (DIN 00775298), Director, retires by rotation and being eligible, offers herself for reappointment. A brief resume of Smt. Vineeta Kanoria, who is proposed to be reappointed, is provided in the Notice of the 63rd Annual General Meeting of the Company.

Resignation of Directors

The second term of Shri Kashinath Rajgarhia (DIN 00299749), Independent Director of the Company, has expired on 31st March, 2024 and hence he has resigned from the Company.

Policy on appointment and remuneration of Directors

Criteria for appointment of Independent Directors

With the coming into force of the Companies Act, 2013, the Board on the recommendation of the Nomination and Remuneration Committee appoints independent directors who are of high integrity and with relevant expertise and experience so as to have a diverse Board.

Criteria for appointment of Whole Time Directors

The Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise and experience as well as leadership qualities for such position and takes into consideration recommendations, if any, received from any member of the Board in this regard.

Declaration from Independent Directors

Each independent director has given a declaration that he/she meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and the Rules made thereunder and Regulation 16(1)(b) and other applicable regulations, if any, of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual directors, the Board as a whole and also the secretarial department. Based on the said criteria, the exercise of evaluation is carried out through a structured process covering various aspects of the functioning of the Board such as the composition of the Board and Committees, experience & expertise, performance of specific duties and obligations, governance & compliance issues, attendance, contribution at meetings etc. The performance evaluation of the non-independent directors was carried out by an independent director at a separately convened meeting in which the performance of the Board as a whole was also evaluated and the performance of the secretarial department was also reviewed. The performance of the independent directors has been carried out by the entire Board (excluding the director being evaluated).

DETAILS OF BOARD/COMMITTEE AND ITS MEETING

Five (5) Board Meetings were convened and held during the year. There has not been any instance during the year where a recommendation of the Audit Committee was not accepted by the Board. The interval between two meetings has been within the maximum period mentioned under section 173 of the Companies Act, 2013. The aforesaid details are given in “Annexure A”.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

DEPOSITS

The Company has not accepted any deposit during the financial period under review.

INSURANCE

The properties of the Company have been adequately insured.

HUMAN RESOURCES

The Company treats its human resources as an important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps from time to time to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its human capital will effectively contribute to the long-term value enhancement of the organization.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 136 of the Act. This Report is being sent to all the shareholders of the Company and others entitled thereto excluding such information. The said information is available for inspection by the members at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof may write to the Company in this regard.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. No material related party transactions were entered into during the year by your Company. Accordingly, disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Details of the transactions with related parties are provided in Note no. 18.3 of the accompanying financial statements.

SEGMENT WISE RESULTS

Ind AS - 108 issued by the Institute of Chartered Accountants of India is not applicable to the Company.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company and an assessment of the same is periodically carried out by the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator / Court which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your directors confirm as under

i) that in the preparation of the accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) that the directors have taken proper and sufficient care for 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;

iv) that since presently there is no operation in the Company the financial statements are not prepared on a going concern basis.

v) that the directors have laid down internal financial controls which are adequate and were operating effectively.

vi) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

a. Statutory Auditors

M/s. Batliboi & Purohit, Chartered Accountants (Firm registration no. 101048W) were reappointed as Statutory Auditors of the Company for a term of 5(five) consecutive years, who shall hold office from the conclusion of this 61st Annual General Meeting till the conclusion of the 66th Annual General Meeting (to be held in calendar year 2027), on such remuneration as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee from time to time.

Further, the reports given by the Auditors M/s. Batliboi & Purohit, Chartered Accountants on the Standalone financial statements of the Company for the year ended 31st March, 2024 form part of this Annual Report.

The Statutory Auditors Report for the Financial year ended 31st March, 2024 does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.

b. Cost Auditors

Cost Audit is not applicable to the Company for the financial year 2023-24 as per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules 2014 framed thereunder as well as the Cost Audit Orders issued from time to time.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Secretarial Audit Report is annexed herewith as Annexure "C" to this report.

The Secretarial Auditor has qualified that the Company has not appointed Internal Auditor, required under Company’s Act, 2013. The Management has responded that, presently, the Company''s Directors are looking after the affairs of the Company. Since the Company does not have activities, the Company has not appointed Internal Auditor.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The internal control system of the Company is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraise risks and business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure "D" to this Report.

CODE OF CONDUCT

The Code has been prepared and is posted on the website of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

WHOLE TIME DIRECTOR AND CFO CERTIFICATION

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the Whole Time Director and Chief Financial Officer was placed before the Board, and the same is enclosed to this report and forms part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY (WBP)

The WBP is in place and is posted on the website of the Company and deal with instance of fraud and mismanagement, if any.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company.

All Board Directors and the designated employees have confirmed compliance with the Code.

STATEMENT PURSUANT TO UNIFORM LISTING AGREEMENT

The Company’s Equity shares are listed at Bombay Stock Exchange (BSE). The Annual listing fee for the year 202324 and 2024-25 has been paid.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2023-2024, no complaints were received by the Company in relation to any incident of sexual harassment.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

THE 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 INSTITUATIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the Companies Secretaries of India.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued support received by the Company during the year from all its other stakeholders.

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Mar 31, 2014

Dear Members,

The Directors hereby present the 53rd Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS: 2013-2014 2012-2013 Rupees Rupees

Profit before Tax (2,70,103) 11,52,05,383

Less: Provision for Current Tax - 2,11,00,000

Add: MAT Credit Entitlement - 2,08,75,770

Net Profit for the Year (2,70,103) 11,49,81,153

Less: Balance of Loss brought forward - (10,86,91,429)

Fund Available for Appropriation (2,70,103) 62,89,724

Add: Appropriations:

Dividend on 35000, 9.50% Non-Convertible Cumulative Redeemable Preference Shares for earlier years - 28,01,095

Dividend on 35000, 9.50% Non-Convertible Redeemable Preference Shares for the Year. - 1,38,450

Corporate Dividend Tax on Preference Shares - 4,76,870

Proposed Dividend on Equity Shares - 53,39,500

Corporate Dividend Tax on Equity Shares - 9,07,448

Transfer to General Reserve - 1,25,00,000

Total Appropriation - 2,21,63,363

Balance carried to Balance Sheet (2,70,103) (1,58,73,639)

DIVIDEND:

Your directors regret their inability to recommend any dividend for the year.

YEAR UNDER REVIEW:

The Board of the Company is in the process of evaluating alternative business opportunities which the Company may choose to enter into in the future.

DIRECTORS:

In accordance with the Articles of Association of the Company, Dr.Anurag Kanoria, Director of the Company, retires by rotation and is eligible for re-election.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that applicable accounting standards have been followed alongwith proper explanation to any material departure in the preparation of the annual accounts for the financial year ended 31st March, 2014;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 the end of the financial year and of the profit or loss of the Company of the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS :

Messrs Singhi & Company, Chartered Accountants, Auditors of the Company, retire, and being eligible, offer themselves for re appointment.

AUDITORS'' REPORT :

The observations made in the Auditors'' Report are self-explanatory and do not require further explanation/comment.

DEPOSITS :

There are no deposits outstanding nor has the Company accepted any deposits from the public during the year.

INSURANCE :

All properties of the Company have been adequately insured.

PARTICULARS OF EMPLOYEES :

There is no employee covered by section 134 of the Companies Act, 2013 read with Companies (Particulars of employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY :

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings outgo as required under section 217(1)(e) of the Companies Act, 1956 are given in a separate Annexure A attached hereto which forms part of this Report.

CERTIFICATE OF COMPLIANCE :

A certificate of compliance from Shri Murlidhar R. Roongta, Company Secretary, as required by virtue of the provision to section 383A(1) of the Companies Act, 1956, to the effect that the Company has complied with all the provisions of the Companies Act, is given in a separate Annexure B attached hereto which forms part of this Report.

CORPORATE GOVERNANCE :

The shares of the Company are listed with the Bombay Stock Exchange. The code of corporate governance as introduced by the Securities and Exchange Board of India (SEBI) is not applicable to the Company as its paid up share capital is below the stipulated figure laid down by SEBI in this regard.

By Order of the Board of Directors For BOMBAY WIRE ROPES LIMITED

Place : Mumbai, Raj Kumar Jhunjhunwala Dr. Anurag Kanoria Dated : 30th June, 2014 Director Director

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Mar 31, 2012

The Directors hereby present the 51st Annual Report of the Company alongwith the audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 Rs. In Lakhs Rs. In Lakhs

Deficit for the Year (78.35) (63.58)

Add. Previous Years' Deficit (1008.56) (944.98)

Balance Deficit in the Profit & Loss A/c. (1086.91) (1008.56)

Less: General Reserve 67.40 67.40

Balance Deficit carried forward (1019.51) (941.16)

DIVIDEND :

Your Directors regret their inability to recommend any dividend on account of the carried forward losses as stated above.

YEAR UNDER REVIEW :

As informed earlier, the Company has closed down its wire rope factory situated at Kolshet Road, Thane. The aforesaid closure has been challenged by an union of the workmen, as well as by some individual workmen which proceedings remain pending for consideration as on date.

The Company is presently engaged in the activity of manufacturing wooden furniture.

The Company, alongwith its erstwhile developer as a confirming party, had entered into an agreement with a developer for grant of development rights in the land owned by the Company. The said agreement was thereafter terminated by the Company on certain grounds and the dispute arising thereof was referred to arbitration. The Arbitral Tribunal vide its Award dated 15th June, 2011 had set aside the said termination and directed the Company, as well as the confirming party, to execute a conveyance of the property in favour of the developer against receipt of the balance consideration against the agreement alongwith interest thereon. Based on expert legal advice, the Company had challenged the said Award in the Hon'ble High Court of Bombay. The appeal of the Company has been admitted and the matter remains pending for further consideration by the Court.

In the meantime, the possession of the property continues to remain with the Company, and the confirming party, and as no development whatsoever has commenced thereon, the part amount received from the developer continues to be shown under "Current Liabilities & Provisions" and the land and building(s) thereon also continue to be included under "Fixed Assets" having regard to para 11 of Accounting Standard (AS)-9 under which revenue cannot be recognized until significant risks and rewards of ownership has been transferred.

FIXED DEPOSITS :

There are no fixed deposits with the Company and the Company has not accepted any fixed deposits during the year.

PARTICULARS OF EMPLOYEES :

No employee of the Company is covered under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

In accordance with the Articles of Association of the Company, Kashinath Rajgarhia, Director of the Company retires by rotation and is eligible for re-election.

DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, the Directors hereby confirm that

i) In preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, wherever necessary.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that periods.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE :

The shares of the Company are listed with the Bombay Stock Exchange. The code of corporate governance as introduced by the Securities and Exchange Board of India (SEBI) by way of amendment to the listing agreement with the stock exchange is not applicable to the Company as its paid up share capital is below the stipulated figure laid down by SEBI in this regard.

AUDITORS :

Auditors are to be appointed to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and their remuneration is to be fixed. The retiring Auditors are eligible to be re-appointed.

AUDITORS' REPORT :

With regard to the Notes given in the Auditors Report, your Directors are of the opinion that the same are self explanatory and no further explanation on the same is deemed necessary except for note no. 24(5) on possible loss of diminution in quality and value of inventory. In this regard, the management has verified the stocks during the year and has determined that there is no loss of either quality or value in the inventory save and except detoriation on account of unprecedented floods in 2005.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

In accordance with the requirement of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 a Statement showing particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto which forms a part of this Report.

By Order of the Board of Directors For BOMBAY WIRE ROPES LIMITED

K. K. Kanoria Chairman

Place : Mumbai, Dated : 29th June, 2012

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Mar 31, 2010

The Directors hereby present the Forty Ninth Annual Report of the company alongwith the audited statement of accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS : 2009-2010 2008-2009

Rs. in Lakhs Rs. in Lakhs

Deficit for the year (40.08) (50.30)

Add: Previous Years deficit (904.90) (854.60)

Balance deficit in the Profit & Loss A/c. (944.98) (904.90)

Less: General Reserve 67.40 67.40

Balance deficit carried forward (877.58) (837.50)



DIVIDEND :

Your Directors regret their inability to recommend any dividend on account of the carried forward loss as stated above.

YEAR UNDER REVIEW :

As informed earlier, the Company has permanently and irrevocably closed down its wire rope unit situated at Kolshet Road, Thane after complying with the procedures required under the relevant laws laid down for the purpose. The aforesaid closure has been challenged by some workmen who have filed a reference which remains pending for consideration before the Industrial Court. The Company has however, been advised that the closure of factory is legally complete.

The Company is currently engaged in the activity of manufacturing wooden furniture.

The Company, alongwith its erstwhile developer, as a confirming party, had entered into an agreement with a developer for grant of development rights in the land owned by the Company. The aforesaid agreement had, however, been terminated by the Company on certain grounds and the dispute has been referred to arbitration as per the Order of the Honble Bombay High Court in a suit filed by the developer for specific performance of the agreement. The arbitration process has commenced but has not been completed till date. As the possession of the property remains with the Company and its erstwhile developer and no development whatsoever has commenced thereon, the part amount received from the developer continues to be shown under "Current Liabilities & Provisions" and the land and building(s) thereon also continue to be included under "Fixed Assets" having regard to para 11 of Accounting Standard (AS)-9 under which revenue cannot be recognized until significant risks and rewards of ownership has been transferred.

FIXED DEPOSITS :

There are no fixed deposits with the Company and Company has not accepted any fixed deposits during the year.

PARTICULARS OF EMPLOYEES :

No employee of the Company is covered under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS :

In accordance with the Articles of Association of the Company, Shri Kanti Kumar Kanoria, Director of the Company

retires by rotation and is eligible for re-election.

DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, the Directors hereby confirm that:

i) In preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE :

The shares of the Company are listed with the Bombay Stock Exchange. The code of corporate governance as introduced by the Securities and Exchange Board of India (SEBI) by way of amendment to the listing agreement with the stock exchange is not applicable to the Company as its paid up share capital is below the stipulated figure laid down by SEBI in this regard.

AUDITORS :

Auditors are to be appointed to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and their remuneration is to be fixed. The retiring Auditors are eligible to be re-appointed.

AUDITORS REPORT :

With regard to the Notes given in their Report by the Auditors, your Directors are of the opinion that the same are self explanatory and no further explanation on the same is deemed necessary except for note no. 3 in Schedule K on possible loss of diminution in quality and value of inventory. In this regard, the management has verified the stocks during the year and has determined that there is no loss of either quality or value in the inventory save and except detonation on account of the unpredented flood in 2005.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

In accordance with the requirement of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 a Statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto which form part of this Report.

By Order of the Board of Directors

For BOMBAY WIRE ROPES LIMITED

Mumbai, K. K. KANORIA

Dated : the 26th July, 2010 Chairman