Annual Report of BMW Ventures Limited

BMW VENTURES LIMITED 32ND ANNUAL REPORT 2025-2026 BMW VENTURES LIMITED CIN NO-L25111BR1994PLC006131 Registered Add; 1st Floor, Mona Cinema Complex, East Gandhi Maidan, Patna-800004 Website-www.bmwventures.com. Email- cs@bmwventures.com Table of Contents: Sr. Contents Page No. No. 1. Corporate Information 2-4 2. Notice of Annual General Meeting 5-16 3. Board’s Report 17-26 4. Annexures to Board’s Report 27-35 5. Management Discussion and Analysis 36-42 6. Corporate Governance Report 43-57 7. Certificates of Compliance on Corporate Governance 58-60 8. Auditor’s Report on Standalone Financial Statements 61-71 9. Standalone Financial Statements 72-99 10. CEO / CFO Certificate 100 CORPORATE INFORMATION BOARD OF DIRECTORS: Mr. Bijay Kumar Kishorepuria Chairman & Executive Director Mr. Nitin Kishorepuria Managing Director Mrs. Rachna Kishorepuria Whole-time Director Mrs. Sabita Devi Kishorepuria* Executive Director Mr. Yogesh Tulsyan Non-Executive, Independent Director Mr. Ravi Kant Jagetiya Non-Executive, Independent Director Mr. Sourabh Ajmera Non-Executive, Independent Director Mr. Arpit Jagdischandra Kabra Non-Executive, Independent Director * Designated as Executive Director W.e.f. May 27, 2026 KEY MANAGERIAL PERSONNEL: Mr. Birendra Yadav Chief Financial Officer Mrs. Ruchika Maheshwari Kejriwal Company Secretary & Compliance Officer STATUTORY AUDITORS: M/s. A D V & Associates, Chartered Accountants SECRETARIAL AUDITORS: M/s. NKM Associates, Company Secretaries INTERNAL AUDITORS: M/s. M K Kishorepuria & Co., Chartered Accountants BANKERS: ICICI Bank Limited, Patna HDFC Bank Limited, Patna AXIS Bank Limited, Patna Punjab National Bank, Patna REGISTRAR & SHARE Cameo Corporate Services Limited TRANSFER AGENT Subramanian Building,1, Crore House Road , Chennai- 600002 Tel No- 914440020700 Email id- bmw@cameoindia.com Investor Grievance Email id- investor@cameoindia.com Website- www.cameoindia.com REGISTERED OFFICE: 1st Floor, Mona Cinema Complex, East Gandhi Maidan, Patna- 800004 Tel No- 8102223771/74; Email id- cs@bmwventures.com. Website- www.bmwventures.com CIN: L34100PN2005PLC205813 PLANTS: Mauza Rajiganj, Pragna haveli, Thana Sadar No-67, Near Matia Chowk, Opp Tata motors, Rani Patra, Purnia, Bihar-854337 COMPOSITION OF COMMITTEE: Audit Committee: Sr. Name of the Director Category Chairperson/ No. Member 1. Mr. Ravi Kant Jagetiya Non-Executive - Independent Director Chairperson 2. Mr. Sourabh Ajmera Non-Executive – Independent Director Member 3. Mr. Yogesh Tulsyan Non-Executive - Independent Director Member 4. Mr. Bijay Kumar Kishorepuria Executive Director Member Nomination and Remuneration Committee: Sr. Name of the Director Category Chairperson/ No. Member 1. Mr. Yogesh Tulsyan Non-Executive - Independent Director Chairperson 2. Mr. Sourabh Ajmera Non-Executive – Independent Director Member 3. Mr. Ravi Kant Jagetiya Non-Executive - Independent Director Member Stakeholders Relationship Committee: Sr. Name of the Director Category Chairperson/ No. Member 1. Mr. Yogesh Tulsyan Non-Executive - Independent Director Chairperson 2. Mr. Nitin Kishorepuria Managing Director Member 3. Mr. Bijay Kumar Kishorepuria Executive Director Member Corporate Social Responsibility Committee: Sr. Name of the Director Category Chairperson/ No. Member 1. Mr. Bijay Kumar Kishorepuria Executive Director Chairperson 2. Mr. Sabita devi Kishorepuria Executive Director Member 3. Mr. Arpit Jagdischandra Kabra Non-Executive – Independent Director Member Mr. Yogesh Tulsyan Non-Executive - Independent Director Member NOTICE OF 32ND ANNUAL GENERAL MEETING NOTICE is hereby given that the 32nd Annual General Meeting (AGM) of the shareholders of BMW Ventures Limited (“the Company”) will be held on Monday, August 24, 2026 at 2:15 P.M. (‘IST’) through Video Conferencing facility/ Other Audio Visual Means (‘VC/OAVM’) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2026, and the reports of the Board of Directors and the Statutory Auditors thereon. 2. To appoint a Director in place of Mrs. Rachna Kishorepuria (DIN: 01093753), who retires by rotation and being eligible, offers herself for re-appointment. SPECIAL BUSINESS: 3. To approve the change in designation of Ms. Sabita Devi Kishorepuria (DIN: 00626490) from Non-executive Director to Executive Director and payment of remuneration; To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Sections 152, 196, 197, 198, 203, Schedule V, and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company’s Articles of Association, and based on the recommendation of the Nomination & Remuneration Committee and approval of the Board, consent of the Shareholders of the Company be and is hereby accorded to change the designation of Mrs. Sabita Devi Kishorepuria (DIN:00626490) from Non-Executive Director to Executive Director, not liable to retire by rotation and to pay the remuneration to her as Executive Director of the Company for a period 05 years with effect from May 27, 2026 on the terms and conditions including remuneration as set out in the explanatory statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment including remuneration in such manner as may be agreed between the Board of Directors and Mrs. Sabita Devi Kishorepuria; RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take such steps as may be necessary, proper or expedient to give effect to this resolution.” 4. To appoint M/s NKM and Associates, Practicing Company Secretary as Secretarial Auditors of the Company. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) read with circulars issued thereunder from time to time and section 204 and other applicable provisions of the Companies Act, 2013 (‘the Act’) if any, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s), amendment(s), clarification(s), re-enactment(s) or substitution(s) thereof for the time being in force) and based on the recommendation(s) of the Audit Committee and the Board of Directors of the Company (‘Board’), Ms. Nitika Kedia, Proprietor of M/s NKM and Associates, Practising Company Secretary (C. P. No. 20414 & Peer Review Certificate No.2470/2022) be and is hereby appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years, from the conclusion of the 32nd AGM till the conclusion of the 37th AGM of the Company for carrying out the Secretarial Audit (audit period covering the financial years from 2026-27 to 2030-31), at such remuneration as may be mutually agreed upon between the Board, based on the recommendation(s) of the Audit Committee, and the Secretarial Auditors of the Company. RESOLVED FURTHER THAT the Board and/or any person authorised by the Board, be and is hereby authorised, severally, to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things, as may be considered necessary, desirable and expedient to give effect to this Resolution and/ or otherwise considered by them to be in the best interest of the Company.” For and on behalf of the Board of Directors of BMW V [Showing first 8,000 characters — download PDF for full document]