Dear Members,

BMW Ventures Limited Patna

Your Directors have the immense pleasure of presenting the 32^nd (Thirty Second) Board's Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The Company's financial performance for the year ending March 31, 2026, is summarized below:

[Amount in Lakhs]

2. OPERATIONS / STATE OF COMPANY'S AFFAIRS

During the financial year 2025-26, total income of the Company was Rs. 2,28,243.12 lacs as against Rs. 2,06,733.21 lacs during financial year 2024-25 and earned a net profit of Rs. 3,748.31 lacs during the financial year 25-26 as against Rs. 3,282.33 lacs in financial year 2024-25.

3. NATURE OF BUSINESS

The Company is engaged in business of Trading & Distribution of Iron and Steel products, primarily sourced from Tata Steel and Tractors of John Deere India, in the state of Bihar as well as manufacturing of PVC pipes, Pre Engineering Building & Railway Girders.

There is no change in the business activities of the Company during the financial year.

4. DIVIDEND AND RESERVES

The Board of Directors, at its Meeting held on February 04, 2026 declared an Interim Dividend of Rs. Rs.1.50 per equity share of Rs. 10-/ each on 6,33,15,000 equity shares, which was paid on February 21 ,2026 to the shareholders, whose names appeared in the Register of Members/Beneficial Owners as on the record date i.e. February 10 ,2026 fixed for this purpose.

The Board has not recommended any further dividend, accordingly, the Interim Dividend paid as above, shall be considered as the Final Dividend for the financial year 2025-2026.

The Company has not transferred any amount to Reserves during the financial year ended on March 31, 2026.

5. SHARE CAPITAL

As on March 31, 2026, Authorized Share Capital of the Company, is Rs.90,00,00,000 (Ninety crores only) comprising of 9,00,00,000 (Nine crores) equity shares of Rs. 10/- each, and Paid-up Share Capital is Rs. 86,71,50,000 (Eighty-Six crores seventy-one lacs fifty thousand only) comprising of 8,67,15,000 (Eight crores sixty-seven lacs fifteen thousand) equity shares of Rs. 10/ each.

During the financial year 2025 26, the Company has issued 3,24,00,000 (Three crores twenty-four lacs) equity shares of face value 10 each through the Initial Public Offer (IPO) and listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from October 1, 2025.

Prior to the IPO, the Company's paid-up Share Capital was at Rs. 63,31,50,000 (Rupees Sixty-three crores thirty-one lacs fifty thousand only), comprising 6,33,15,000 (Six crores thirty-three lacs fifteen thousand) equity shares of Rs. 10 each.

No shares with differential voting rights and sweat equity shares have been issued and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 is furnished.

6. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has no Subsidiary or Associate or Joint Venture Company as on March 31, 2026. During the financial year no Company has become or ceased to be as Subsidiary or Associate or Joint Venture of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS

Since the Company has no Subsidiary or Associate or Joint Venture Company, it was not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-for the financial year ended March 31, 2026.

8. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange

Board of India ("the SEBI"). The report on Corporate Governance as prescribed in the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by Managing Director of the Company stating that the Members of the Board and Senior Management have affirmed the compliance with Code of Conduct of the Board and Senior Management, is attached to the report on Corporate Governance.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year ended on March 31, 2026 as stipulated under regulation 34 of the Listing Regulations is set out in a separate section forming part of the Annual Report.

10. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year ended on March 31, 2026, is available on the website of the Company i.e. at www.bmwventures.com. under Investor relations tab.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this Report, your Company had Eight (8) Directors consisting of 4 (Four) Independent Directors, 3 (Three) Executive Directors and 1 (One) Non-Executive Director. Mrs. Rachna Kishorepuria (DIN:01093753), Executive Director of the Company, will be retire at the ensuing 32^nd Annual General Meeting of the Company and being eligible offer herself for reappointment.

The Board of Directors at its Meeting held on May 27, 2026 approved the change in designation of Mrs. Sabita Devi Kishorepuria (DIN:00626490) from Non-Executive Director to Executive Director, subject to approval of Shareholders at the ensuing 32^nd Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act read with the Listing Regulations and that they are independent of the Management.

The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Details of the composition of the Board and Committees, Meetings of the Board and Committees held thereof during the financial year and attendance threat has been provided in the Corporate Governance Report forming the part of this Annual Report.

Brief resume and other details of the Directors proposed to be re-appointed, as stipulated under the Listing Regulations and Secretarial Standard-2, has been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Annual Report.

As on March 31, 2026, Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed are as under:

12. BOARD COMMITTEES:

The Board had constituted / re-constituted various Committees in compliance with the provisions of the Act and the SEBI Listing Regulations. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board. The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of this Annual Report.

13. MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of the Company. The Board met 16 times during the financial year 2024-25 on April 1 ,2025, April 25, 2025, April 30, 2025, May 2, 2025, June 16, 2025, July 11,2025 August 6,2025, August 27,2025, September 11, 2025, September 15,2025, September 16, 2025, September 18, 2025, September 29, 2025, November 10, 2025, February 4, 2026 and March 26 ,2026. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

14. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of Independence as prescribed under Section 149 of the Act. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii a) of the Companies (Accounts) Rules, 2014.

15. INDEPENDENT DIRECTORS' MEETING

In terms of Schedule IV of the Act, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of Management of the Company.

During the year financial year , Independent Directors met separately on February 4, 2026, inter-alia, for Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

Evaluation of the quality, content, and timelines of flow of information between the Management and the Board is necessary for the Board to effectively and reasonably perform its duties.

16. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company and can be accessed by weblink

Familarization programmes

17. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its Committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors. The Board's functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings.

As mentioned earlier, the performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

18. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointments as Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is available on the Company's website and can be accessed by weblink Nomination and Remuneration Policy

19. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board.

The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management and lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Company's website and can be accessed by weblink Nomination and Remuneration Policy

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, regarding Business Responsibility and Sustainability Report are not applicable to the Company for the financial year 2025-26.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

CSR provisions as contained in Section 135 of the Act are applicable to the Company. Amount of Rs. 8059796.92 was required to be spent on CSR activities during the financial year ended March 31, 2026.

A brief outline of the Corporate Social Responsibility ("CSR") Policy as recommended by the CSR Committee and approved by the Board, and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-I of this Report in the prescribed format. The said Policy is available on the Company's website and can be accessed by weblink CSR Policy

22. RELATED PARTY TRANSACTIONS

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/ or Board and/or Members for necessary review/approval. The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions. There are no details to report in Form AOC-2 with respect to the contracts/arrangements/transaction with related parties in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 for the financial year 2025-2026.

The Related Party Transaction Policy is available on the Company website and can be accessed by weblink RPT Policy

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements for the financial year ended on March 31, 2026.

24. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure- II.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding statement containing particulars of top 10 employees and the employees, drawing remuneration in excess of limits prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which forms part of this Report. The said statement is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@bmwventures.com.

25. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink Whistle Blower Policy/Vigil Mechanism

26. DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy of the Company endeavors for fairness, consistency and sustainability while distributing profits to the Members and the same can be access by weblink Dividend Distribution Policy.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

28. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

During the financial year, the status of the Company has changes from a Public unlisted company to Public Listed Company.

29. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that; i. that in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date; 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis; v. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. that 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.

30. STATUTORY AUDIT

The Members of the Company, at their 31^st Annual General Meeting (‘AGM') held on September 26, 2025, had approved the appointment of M/s ADV & Associates, Chartered Accountants, as Statutory Auditors of the Company for term of 5 consecutive years, to hold office from the conclusion of that AGM until the conclusion of the 35^th Annual General Meeting to be held in year 2029.

The Auditor's Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark or disclaimer.

There were no fraud reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

31. SECRETARIAL AUDIT

Secretarial Audit for the financial year 2025-26 was conducted by M/s NKM and Associates, Company Secretaries in Practice in accordance with the provisions of Section 204 of the Act.

The Secretarial Auditor's Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark or disclaimer.

The Secretarial Auditor's Report is attached to this Annual Report as Annexure-III.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have recommended the appointment of M/s NKM and Associates, Company Secretaries in Practice as Secretarial Auditors of the Company for a term of five consecutive financial years, for the approval of the Shareholders at the ensuing Annual General Meeting.

32. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year ended March 31, 2026.

33. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

34. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that: assets are safeguarded and protected against loss from unauthorized use or disposition. all significant transactions are authorized, recorded and reported correctly. financial and other data are reliable for preparing financial information. ? other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.

M/s. M K Kishorepuria & Co., Chartered Accountants, Internal Auditors of the Company, has carried out the Internal Audit during the financial year ended March 31, 2026, and submitted their Reports. During the year, Audit Committee has revised and taken note of these Reports on periodical basis.

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of the recommendation of Audit Committee, the Board of Directors in their Meeting held on May 27, 2026 had re-appointed M/s. M K Kishorepuria & Co., Chartered Accountants as the Internal Auditors of the Company for the financial year 2026-27.

36. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

37. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

38. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. Details of Complaints received during the year and status thereof as on March 31, 2026 are as under; ? Number of complaints filed during the financial year: Nil ? Number of complaints disposed of during the financial year: Nil ? Number of complaints pending as on end of the financial year: Nil

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

39. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961 The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

40. ENVIRONMENT AND SAFETY

Your Company is committed to ensuring sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations for increased safety and reduction of human error element. Enhanced level of training on process and behavior based safety, adoption of safe and environmentally friendly production process. Management System is done on a continuous basis. The Company is committed to continuously take further steps to provide a safe and healthy environment.

41. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the financial year ended March 31, 2026.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not applicable to the Company considering the nature of activities undertaken by the Company during the year under review.

There were no transactions involving foreign exchange earnings during the financial year.

43. PUBLIC DEPOSITS

The Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013 ("the Act") during the year under review. There were no such deposits outstanding at the beginning and end of the FY 2025-26.

44. DETAIL OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 During the year under review, there was no application/s made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION

During the year under review, there was no one-time settlement of Loans taken from Banks and Financial institutions.

46. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, clients, Financial Institutions, Banks, Central and State Governments, the Company's valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development