Bombay Wire Ropes Ltd. — Proxy Solicitation & Information Statement 2026

Feb 25, 2026

BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

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401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020 Tel:- (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com

February 25, 2026

To, The Manager The Bombay Stock Exchange Ltd Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001

Dear Sir/Madam,

Subject: Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations'), as amended, we forward herewith a copy of the Postal Ballot Notice ('Notice') of Bombay Wire Ropes Limited (‘the Company’) dated February 24, 2026 along with the explanatory statement pursuant to the applicable provisions of the Companies Act, 2013 ('Act') read with the Listing Regulations, for seeking approval of the Members of the Company for the below mentioned Resolutions:

SI. No.	Type of Resolution	Description of Resolution
1.	Special Resolution	Sale of Office Premises of the Company pursuant to the provisions of Section 180(1)(a) read with 188 of the Companies Act, 2013 and Regulation 37A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2.	Ordinary Resolution	Taking office premises on leave and license basis.

In compliance with the various Circulars issued by the Ministry of Corporate Affairs, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories, the Company’s Registrar to an Issue and Share Transfer Agent (‘RTA’) as on Friday, February 20, 2026 (‘Cut-Off Date’) and whose email addresses are registered with the Company/RTA/Depositories or who will register their email address in accordance with the process outlined in this Notice.

The Company has engaged the services of Purva Sharegistry (India) Pvt. Ltd. (PURVA) as the agency to provide remote e-voting facility to its Members. The remote e-voting period commences on Friday, February 27, 2026 at 9:00 a.m. (IST) and ends on Saturday, March 28, 2026 at 5:00 p.m. (IST). The e-voting module shall be disabled by PURVA immediately thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up Equity share capital of the Company as on the cut-off date. Please note that communication of assent (FOR) or dissent (AGAINST) of the Members would only take place through the remote e-voting system. The detailed procedure for remote e-voting is provided in the 'Notes' section of the Notice.

The Members whose email address is not registered with the Company/Depositories/RTA to receive the Notice, may register their email address with the Company’s RTA. The process for registration of email address is also provided in the enclosed Notice.

BOMBAY WIRE ROPES LIMITED

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The said Notice is also being made available on the website of the Company at www.bombaywireropes.com and on the website of our e-voting agency i.e. Purva e-Voting Website at https://evoting.purvashare.com.

This is for your information and records.

Yours Sincerely, For Bombay Wire Ropes Limited

Shyni Digitally signed by Shyni Chatterjee Chatterjee Date: 2026.02.25 15:00:07 +05'30'

Shyni Chatterjee Company Secretary/ Compliance Officer

BOMBAY WIRE ROPES LIMITED

CIN: L24110MH1961PLC011922

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401/405. Jolly Bhavan No- 1, 10, New Marine Lines, Mumbai- 400 020 Tel:- (022) 22003231 / 5056 / 4325. Fax: (022) 2206 0745 E-mail: contactus@bombaywireropes.com

POSTAL BALLOT NOTICE

[Pursuant to Sections 108, 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended and applicable Circulars issued by the Ministry of Corporate Affairs]

E-voting starts on	E-voting ends on
27 February 2026 at 9:00 a.m.(IST)	28 March 2026 at 5:00p.m.(IST)

Dear Member(s),

Notice is hereby given pursuant to Sections 108, 110 of the Companies Act, 2013 (“ Act ”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”), read with the General Circular Nos. 14/2020 dated 08 April 2020, 17/2020 dated 13 April 2020, 20/2020 dated 05 May 2020 and subsequent circulars issued in this regard, the latest being 3/2025 dated 22 September 2025, issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), Regulation 44 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and other applicable provisions of the Act, rules, regulations, circular and notification (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), to the Members of Bombay Wire Ropes Limited (“ Company ”) that the resolutions as set out hereunder, be passed by the members of the Company, through postal ballot (“ Postal Ballot ”) only by way of voting through electronic means (“ Remote e-Voting ”).

Pursuant to Sections 102, 110 and other applicable provisions of the Act, the Explanatory Statement pertaining to the said Resolutions setting out the material facts and related particulars is annexed hereto.

In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose e-mail addresses are registered with the Company/ Purva Sharegistry (India) Pvt. Ltd., the Company’s Registrar and Transfer Agent (“ RTA ”)/ Central Depository Services (India) Limited. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through Remote e- Voting system. The detailed procedure for Remote e-Voting forms part of the ‘Notes’ section to this Notice. Eligible Members whose e-mail address is not registered with the Company/Depositories/RTA, are requested to follow the process provided in the Notes to receive this Postal Ballot Notice.

In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and MCA Circulars, the Company has provided Remote e-Voting facility only, to its Members to enable

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them to cast their votes electronically instead of submitting the Postal Ballot Form physically. For this purpose, the Company has engaged the services of Purva Sharegistry (India) Pvt. Ltd. ( “Purva” ) as the agency to provide Remote e-Voting facility. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on 20 February 2026 (“ Cut-off date ”) The instructions for Remote e-Voting forms part of this Postal Ballot Notice.

The Postal Ballot Notice will also be available on the website of the Company at www.bombaywireropes.com, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com, and on the website of our e-Voting agency i.e. Purva e-Voting website at https://evoting.purvashare.com.

Members are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) only through the Remote e-Voting process not later than 5:00 p.m. (IST) on 28 March 2026 . Remote e-Voting will be disabled by Purva immediately thereafter and will not be allowed beyond the said date and time.

The Company has appointed Mrs. Zankhana Karan Bhansali, (Membership No.: FCS 9261/CP No.10513) as the Scrutinizer for conducting the Postal Ballot through Remote e-Voting process in a fair and transparent manner and in accordance with the provisions of the Act and the rules made thereunder.

After completion of scrutiny of the votes, the Scrutinizer will submit her Report to the Chairman of the Company, or any person authorized by the Chairman. The results of the voting conducted through Postal Ballot (through the Remote e-Voting process) along with the Scrutinizer’s Report will be announced by the Chairman or such person as authorized, on or before 30 March 2026. The same will be displayed on the website of the Company: www.bombaywireropes.com, the website of Purva: https://www.purvashare.com and also shall be communicated to BSE Limited (“ BSE ”), where the Company’s equity shares are listed and be made available on its website. The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

Item No.1 :

Sale of Office Premises of the Company pursuant to the provisions of Section 180(1)(a) read with 188 of the Companies Act, 2013 and Regulation 37A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

To consider, and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to Sections 180, 188 and other applicable provisions, if any, of the Companies Act, 2013 and relevant Rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), in terms of Regulation 37A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and other applicable regulations as amended from time to time, the Company's “Related Party Transactions Policy” for dealing with material related party transactions, relevant provisions of the Memorandum and Articles of Association of the Company, all other applicable laws and regulations, as amended, supplemented or re-enacted from time to time and

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subject to approvals, consents, permissions and sanctions of authorities, as may be necessary, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to “ Board ” which term shall be deemed to mean and include any Committee which the Board may have constituted or hereinafter constitute, from time to time, to exercise its powers including the power conferred by this resolution) to sell the premises of the Company admeasuring 1340 sq. ft. of carpet area situated at 401 to 405 Jolly Bhavan No. 1, 10 New Marine Lines, Mumbai 400 020 (“ Office Premises ”) to its related party viz. The New Great Eastern Spinning and Weaving Company Limited (“ Purchaser ”) (CIN: U51100MH1873PLC000015), for a total lumpsum consideration of Rs. 5,15,00,000 (Rupees five crores fifteen lakhs only), subject to terms and conditions as specified in the draft Sale Deed to be entered into between the Company and Purchaser.”

RESOLVED FURTHER THAT pursuant to Section 180(4) of the Companies Act, 2013 and relevant Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Board of Directors may invest the sale proceeds received from sale of the Office Premises in suitable instruments.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board/Committee be and is hereby authorised to finalise, settle and sign, execute, deliver such documents/ deeds/ writings/ papers/ agreements as may be required, including register the same with the appropriate sub-registrar and the seal of the Company may be affixed if so required on such documents in presence of one of the Directors and do all such acts, deeds, matters and things, as it may, in its absolute discretion deem necessary, proper or desirable or incidental thereto and to settle any question, difficulty or doubt that may arise in regard to sale of the Office Premises to The New Great Eastern Spinning and Weaving Company Limited (CIN: U51100MH1873PLC000015) as aforesaid.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its powers herein conferred, to any Committee of Directors or any one or more Directors of the Company with authority to sub-delegate such powers to any officers of the Company, as may be required, for executing agreements/ documents, contracts and other instruments related to this matter.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified, and confirmed in all respects.”

Item No.2 :

Taking office premises on leave and license basis:

To consider, and, if thought fit, and to pass, with or without modification(s), the following resolution as Ordinary Resolution :

“RESOLVED THAT pursuant to Section 188 and other applicable provisions, if any of the Companies Act, 2013 and relevant Rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), in terms of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and other applicable provisions, as amended from time to time, and subject to consent of members of the Company for sale of the Company’s office premises admeasuring 1340 sq. ft. carpet area situated at 401 to 405 Jolly Bhavan No. 1, 10 New Marine Lines, Mumbai 400 020 (“ Office

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Premises ”) to its related party viz. The New Great Eastern Spinning and Weaving Company Limited (CIN: U51100MH1873PLC000015) in accordance with law, the consent of the members of the Company be and is hereby accorded to the Board Directors of the Company (hereinafter referred to “ Board ” which term shall be deemed to mean and include any Committee which the Board may have constituted or hereinafter constitute, from time to time, to exercise its powers including the power conferred by this resolution) to take on leave and license for a period of 3 (three) years, i.e., from 1 April 2026 to 31 March 2029 from The New Great Eastern Spinning And Weaving Company Limited (CIN: U51100MH1873PLC000015), an area equivalent to 250 sq. ft. carpet area demarcated at the Office Premises, for the purpose and continuing use as the Company’s registered office, at a leave & license fee of Rs. 75,000 (Rupees seventy five thousand only) per month, having a lock-in period of 6 months, upon expiry of which either party shall have the option of terminating the agreement by giving 90 days’ written notice and on such other terms and conditions as mentioned in the leave & license agreement to be executed between the Company and The New Great Eastern Spinning And Weaving Company Limited (CIN: U51100MH1873PLC000015).”

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board/Committee be and is hereby authorised to finalise, settle and sign, execute, deliver such documents/ deeds/ writings/ papers/ agreements as may be required, including register the same with the appropriate sub-registrar and the seal of the Company may be affixed if so required on such documents in presence of one of the Directors and do all such acts, deeds, matters and things, as it may, in its absolute discretion deem necessary, proper or desirable or incidental thereto and to settle any question, difficulty or doubt that may arise in regard to sale of the Office Premises as aforesaid.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its powers herein conferred, to any Committee of Directors or any one or more Directors of the Company with authority to sub-delegate such powers to any officers of the Company, as may be required, for executing agreements/ documents, contracts and other instruments related to this matter.

RESOLVED FURTHER THAT all actions taken by the Board of Directors in connection with any matter referred to or contemplated in any of the foregoing resolution, be and are hereby approved, ratified, and confirmed in all respects.”

Date : 24[th] February, 2026 Registered Office : 401 to 405 Jolly Bhavan No. 1, 10 New Marine Lines, Mumbai 400 020

By order of the Board of Directors For Bombay Wire Ropes Limited

Rajkumar Gulzarilal Jhunjhunwala Whole-time Director (DIN: 01527573)

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NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with rules framed thereunder, Secretarial Standard–2 on General Meeting and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 setting out material facts relation to the resolutions proposed in the Postal Ballot Notice and additional information is annexed hereto and forms part of this Notice.

2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear on the Register of Members/List of Beneficial Owners as on 20 February, 2026 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company/ Registrar and Transfer Agent/Depository Participants/Depositories.

3. In accordance with Regulation 44 of the SEBI Listing Regulations, as amended from time to time, Sections 108 and 110 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and as per MCA Circulars, Electronic copy of the Notice of the Postal Ballot of the Company inter alia indicating the process and manner of remote E-voting is being sent to all the members whose email IDs are registered with the Company / Depository Participants(s) (in case of shares held in demat form) or with the Company's Registrar and Share Transfer Agent (“ RTA ”) (in case of shares held in physical form).

4. Members, who have not registered their email address can get their email address registered with the Depository Participant, with whom the demat account is maintained and shareholders holding shares in physical mode may write to the Company at contactus@bombaywireropes.com / OR write to the RTA.

5. This Postal Ballot Notice will also be available on the company’s website i.e. www.bombaywireropes.com and on the website of the stock exchange i.e. www.bseindia.com.

6. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. (i) Members who have not registered their e-mail address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered/updated their email address with the Company, are requested to register/update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at contactus@bombaywireropes.com or to support@purvashare.com.

7. Members would be able to cast their votes and convey their assent or dissent to the proposed special resolution only through the remote e-voting process. Members whose names appear on the Register of Members/List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a Member after the Cut-Off Date should treat this notice for information purpose only.

8. A Member cannot exercise his/her vote through proxy on postal ballot. However, Corporate and Institutional Members shall be entitled to vote through their authorised representatives.

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Corporate and institutional Members are required to send scanned certified true copy (PDF Format) of the board resolution/authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to zankhanabhansaliandassociates@gmail.com.

1. Voting rights of a Member/Beneficial Owner shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

2. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the rules thereunder read with MCA Circulars and Secretarial Standard on General Meeting ("SS-2") and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of Purva Sharegistry (India) Pvt. Ltd as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.

3. The e-voting period commences at 9:00 a.m. (1ST) on Friday, 27 February, 2026 and ends at 5:00 p.m. (1ST) on Saturday, 28 March, 2026. Members desiring to exercise their vote should cast their vote during this period, for their vote to be eligible for being considered.

4. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Saturday, 28 March, 2026. The resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

5. All documents referred to in this Postal Ballot Notice and Explanatory Statement setting out material facts will be available for inspection electronically from the date of circulation of this Notice up to the closure of the E-voting period. Members seeking to inspect such documents can send an email to contactus@bombaywireropes.com and the documents will be available for inspection at the Registered Office of the Company between 11:00 a.m. to 5:00 p.m., on all working days except Saturday(s), Sunday(s) and Public Holiday(s) from the date of circulation of the Notice till the declaration of results of the Postal Ballot.

6. The Board of Directors by a Resolution passed at their meeting held on 24 February 2026 has appointed Mrs. Zankhana Karan Bhansali (Membership No.: FCS 9261/CP No.10513), Practicing Company Secretaries, Mumbai to act as the Scrutinizer for conducting the E-voting process in a fair and transparent manner.

7. Shareholders are requested to take note that all queries or service requests in electronic mode are to be raised only through RTA, M/s. Purva Sharegistry (India) Private Limited.

8. The Scrutinizer will submit their report to the Chairman of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the E-voting. The results of the Postal Ballot will be announced within 2 (Two) working days from conclusion of the E-voting period. The result of Postal Ballot along with the Scrutinizer's Report will be intimated to the BSE Limited (“Stock Exchange”) where the equity shares of the Company are listed and shall be hosted on the website of the Company and on the website of RTA and will also be displayed on the Notice Board of the Company at its Registered Office.

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PURVA e-Voting System - For Remote e-voting

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2 : Access through PURVA e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on 27 February, 2026 at 9:00 a.m. (IST) and ends on 28 March 2026 at 5:00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 20 February 2026 may cast their vote electronically. The e-voting module shall be disabled by PURVA for voting thereafter.

• (ii) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e- voting process.

• Step 3 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Pursuant to the abovesaid SEBI Circular, login method for e-Voting and joining virtual meetings for individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository

1) Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi/Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Votingserviceprovider for casting your

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vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on the home page, i.e., www.cdslindia.com. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL Depository

1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e- Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen- digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. 4) Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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5) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click oncompany name or e-Voting service provider nameand you will be re- directed toe-Voting service provider websitefor casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia. com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at: 022 - 4886 7000 and 022 - 2499 7000

Step 4 : Access through PURVA e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website https://evoting.purvashare.com.

• 2) Click on “Shareholder/Member” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

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• c. Shareholders holding shares in Physical Form should enter EVENT Number followed by Folio Number registered with the company. For example if folio number is 001 and EVENT is 8 then user ID is 8001

• 4) If you are holding shares in demat form and had logged on to www.evotingindia.com or www.evoting.nsdl.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 5) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) ● Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. ● If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• 6) After entering these details appropriately, click on “SUBMIT” tab.

• 7) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• 8) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• 9) Click on the EVENT NO. for the relevant on which you choose to vote.

• 10) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO/ABSTAIN” for voting. Select the option YES or NO or ABSTAIN as desired. The option YES implies that you assent to the Resolution, option NO implies that you dissent to the Resolution and option ABSTAIN implies that you are not voting either for or against the Resolution.

• 11) Click on the “NOTICE FILE LINK” if you wish to view the Notice.

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• 12) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• 13) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

NOTE ON NON-INDIVIDUAL SHAREHOLDERS AND CUSTODIANS- REMOTE VOTING.

1. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to https://evoting.purvashare.com and register themselves in the “Custodians/ Mutual Fund” module.

2. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to evoting@purvashare.com.

3. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

4. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

5. Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; contactus@bombaywireropes.com (designated email address by company), if they have voted from individual tab & not uploaded same in the Purva e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders - Members shall register their email addresses in respect of electronic holdings with their concerned Depository Participants by following due procedure as advised by them.

3. For Individual Demat shareholders – Members shall register their email addresses in respect of electronic holdings with their concerned Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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If you have any queries or issues regarding e-Voting from the Purva e-Voting System, you can write an email to evoting@purvashare.com or contact at 022-49614132 and 022-35220056.

All grievances connected with the facility for voting by electronic means may be addressed to Ms. Deepali Dhuri, Compliance Officer, Purva Sharegistry (India) Private Limited, Unit No. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), Mumbai - 400011 or send an email to evoting@purvashare. com or contact at 022- 022-49614132 and 022-35220056.

Date : 24[th] February, 2026 Registered Office : 401 to 405 Jolly Bhavan No. 1, 10 New Marine Lines, Mumbai 400 020

By order of the Board of Directors For Bombay Wire Ropes Limited

Rajkumar Gulzarilal Jhunjhunwala Whole-time Director (DIN: 01527573)

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EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013, the following explanatory statement sets out material facts relating to the businesses mentioned under Resolution of the accompanying Notice.

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), as amended, any transaction with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, and shall require prior approval of members by means of an ordinary resolution. The said limits are applicable even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis.

Further, in terms of Section 180(1)(a) of the Companies Act, 2013 read with Regulation 37A of the SEBI Listing Regulations, approval of shareholders by way of a special resolution is required to be obtained in the event of the Company selling or otherwise disposing off the whole or substantially the whole of its undertaking.

Accordingly, Resolution Nos. 1 and 2 are placed for approval of the Members of the Company.

Item No.1: Sale of Office Premises of the Company, a Material Related Party Transaction pursuant to the provisions of Section 180(1)(a) read with Section 188 of the Companies Act, 2013 and SEBI Listing Regulations

Background, details, justification and benefits of the Transaction:

The Company has not carried out any meaningful business activity, since the closure of its wire rope manufacturing operations in March, 1995 and that, despite all efforts, the Company has not come across any viable business opportunity. In the above background, the Company intends to monetize its existing non-core assets and invest the proceeds as may be realised therefrom in suitable instruments with a view to enhance the investments of the Company.

The Company therefore proposes to sell and monetise its office premises admeasuring 1340 sq. ft. of carpet area situated at 401 to 405 Jolly Bhavan No. 1, 10 New Marine Lines, Mumbai - 400020 (“ Office Premises ”). The Office Premises would be ‘substantial’ in terms of Section 180(1)(a) of the Companies Act, 2013 (“ Act ”) read with Regulation 37A of the SEBI Listing Regulations and would therefore require approval of the members for its disposal by way of special resolution.

Additionally, considering the curtailed nature of the operations of the Company, the Company would not require an area of more than 250 sq. ft. to conduct its affairs which area can be availed by way of a separate proposed leave and license arrangement, details of which are set out more particularly under Item 2 below.

Purchasing Party, Consideration and basis of arriving at Consideration : In furtherance of negotiations held, a related party, i.e. The New Great Eastern Spinning And Weaving Company Limited (hereinafter referred to as “ NGE ”) is ready and willing to purchase the Office Premises for a total lumpsum sale consideration of Rs. 5,15,00,000 (Rupees five crores fifteen lakhs only), which amount is higher of two valuations as submitted by two independent and reputed valuers (particulars of which are listed below). NGE has also agreed to bear the stamp duty on the said transaction. The said

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transaction, if approved, would be a principal to principal transaction and as such the Company would be spared any financial outgo on account of any brokerage or commission on the sale transaction, such brokerage being usually between 1.00 - 2.00% of the sale consideration.

Further, as more particularly set out and explained under item 2 below, if the said sale transaction is approved and the Office Premises are acquired by NGE, then NGE has agreed to give the Company on a leave and license basis, a demarcated carpet area of 250 sq. ft. of the aforesaid Office Premises itself, for the Company’s continued use as its registered office.

Such a back-to-back arrangement with NGE would prove beneficial to the Company, as the Company would not be required to shift its office and registered address, which would avoid incurring any additional cost/ expenses and inconvenience that would otherwise be incurred were the Company to shift to an entirely new premise and registered address.

The transactions by the Company with NGE thus would not only help the Company to monetize its assets, but ensure continuity without any interruption of business operations at the same premises and save the Company’s additional cost in the form of brokerage, shifting expenses, etc. The amounts realised from the sale of the Office Premises proposed to be invested in suitable instruments.

The Audit Committee (“ Audit Committee ”) has been provided with the relevant details of the proposed related party transaction (“ RPT ”) including material terms and basis of pricing, and the minimum information that is required to be provided in terms of the SEBI Master Circular dated 11 November 2024 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26 June 2025, the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” and SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2025/135 dated 13 October 2025. All Independent Directors on the Audit Committee, after reviewing all necessary information, have granted approval for entering into the RPT between the Company and NGE. The Audit Committee and Board have noted that the said transaction will be executed as per the terms of a Sale Deed which is in the ordinary course of business and on an arm’s length basis.

Details of the proposed RPT between the Company and NGE, including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Master Circular dated 11 November 2024 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26 June 2025, the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” and SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2025/135 dated 13 October 2025 (collectively the “ SEBI Circulars read with ISF Note ”) are as follows:

#		Description as per SEBI Circulars read with ISF Note	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty
A.		PART A – information to beprovided in respect of all relatedparty transactions
**A(1). **		Basic details of related party (A1)
1.1		Name of related party (A1(1))	The New Great Eastern Spinning and WeavingCompanyLimited(“NGE”)
1.2		Countryof incorporation of the relatedparty	India
1.3		Nature of business of the related party	Manufacturing of Yarns and Trading of Home Décor Items and Investment of surplus

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#		Description as per SEBI Circulars read with ISF Note	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty
			fund in shares, Mutual funds and other financial services.
**A(2). **		Relationship and ownership of the related party (A2)
2.1		Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: • Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/subsidiary (in case of transaction involving the subsidiary). • Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary). Explanation:Indirect shareholding shall mean shareholding held through any person, over which the listed entity/ Subsidiary/related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered.	Promoter Group Company Set out inAnnexure ‘A’hereto Not Applicable Set out inAnnexure ‘A’hereto
**A(3). **		Details of previous transactions with the related			party (A3)
3.1		Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. Explanation:Details need to be disclosed separately for listed entity and its subsidiary.				FY 2024-2025 (in INR) 4,50,000 3,62,500
				#	Nature of Transactions	FY 2024-2025 (in INR)
				1.	Rent receipt from NGE until 31 March 2025	4,50,000
				2.	Loan taken by the Company	3,62,500

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#		Description as per SEBI Circulars read with ISF Note		Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty
				3.	Loan repayment to NGE	3,62,500
				4.	Interest on Loan	1,375
3.2		Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding thequarter in which the approval is sought.		Nil
3.3		Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary duringthe last financialyear.		None
**A(4). **		Amount of the proposed transaction(s) (A4)
4.1		Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders.	Rs. 5,15,00,000/- (Rupees Five Crores Fifteen Lakhs only). The amount of the proposed transaction of Item No. 2 is specified under the details disclosed under Item No. 2.
4.2		Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?	Yes
4.3		Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year	Not ascertainable as the Company does not have any turnover, i.e. revenue from operations in the immediately preceding financial year. The same is reflected and recorded in the Annual Report of the Company for financial year ended 31 March 2025.
4.4		Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityis not apartyto the transaction)	Not Applicable
4.5		Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available.	25% (the consolidated revenue from operations of NGE for the immediately preceding financial year ended 31 March 2025 is Rs. 2068.55 lakhs)

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#		Description as per SEBI Circulars read with ISF Note		Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty
4.6		Financial performance of the related party for the immediately preceding financial year: Explanations:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis.		Particulars (Standalone) FY 2024-2025 (INR in Lakhs) Revenue from operations 2,060.77 Profit After Tax (0.70) Net worth 67,710.31
				Particulars (Standalone)	FY 2024-2025 (INR in Lakhs)
				Revenue from operations	2,060.77
				Profit After Tax	(0.70)
				Net worth	67,710.31
**A(5). **		Basic details of the proposed transaction (A5)
5.1		Specific type of the proposed transaction (e.g. sale of goods/ services, purchase of goods/services,givingloan, borrowingetc.)	Sale of Office Premises (immovable asset) of the Company to NGE
5.2		Details of each type of the proposed transaction	Sale by the Company of its Office Premises to NGE at fair market value of Rs. 5,15,00,000/- (Rupees five crores fifteen lakhs only) The details pertaining to the transaction under Item No. 2 are as disclosed under Item No. 2.
5.3		Tenure of the proposed transaction (tenure in number of years or months to be specified)	Sale of Office Premises – One Time The details pertaining to the transaction under Item No. 2 are as disclosed under Item No. 2.
5.4		Whether omnibus approval is beingsought?	No. It is a specific approval.
5.5		Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise.	One time sale of Office Premises at fair market value of Rs. 5,15,00,000/- (Rupees Five Crores Fifteen Lakhs only)
5.6		Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity	Please refer to the paragraphs under the heading “Background, details, justification and benefits of the transaction”given above
5.7		Details of the promoter(s) / director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. _Explanation:_Indirect interest shall mean interest held through any person over which an individual has control. a. Name of the director / KMP b. Shareholding of the director/KMP, whether direct or indirect, in the relatedparty	As perAnnexure ‘A’
5.8		A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	The Valuation report dated 19 February 2026 issued by Kanti Karamsey & Co., as set out at Annexure ‘B’hereto and Valuation report dated 18 February 2026 issued by

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#	Description as per SEBI Circulars read with ISF Note	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty
		Ashwinikumar Ambike, as set out at Annexure ‘C’hereto. The Valuation Reports were placed before the Audit Committee and the Board of Directors at their respective meetings and also approved and accepted by both. However, for the purposes of valuation, report dated 19 February 2026 issued by Kanti Karamsey& Co. has been considered.
5.9	Other information relevant for decision making	All relevant/ important information forms a part of this Explanatory Statement setting out material facts pursuant to the Companies Act, 2013 and applicable SEBI Regulations.
B.	PART B - B(6) – Disclosure_only_in case of transaction relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity
1.	Bidding or other process, if any, applied for choosing a party for sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity.	No. The Company has not undertaken a bidding process. However, based on discussions, the purchaser, i.e. NGE was finalised based on the price offered and overall terms of transactions, including transaction stipulated in Item No. 2
2.	Basis of determination of price.	Market price arrived at on the basis of Valuation that was obtained from 2 independent valuers, viz., Kanti Karamsey and Co. and Ashwinikumar Ambike. The price has been determined taking into account the higher of the two valuations. The Valuation report dated 19 February 2026 issued by Kanti Karamsey & Co., as set out at Annexure ‘B’hereto and Valuation report dated 18 February 2026 issued by Ashwinikumar Ambike, as set out at Annexure ‘C’hereto. Both the valuation reports were placed before the Audit Committee and the Board of Directors at their respective meetings.
3.	Reasons for sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiaryor associate.	Please refer to the paragraphs under the heading “Background, details, justification and benefits of the transaction” given above
4.	Financial track record of the subsidiary/undertaking that is being sold (in case of sale of undertaking, segment level	Not Applicable

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#		Description as per SEBI Circulars read with ISF Note	Description as per SEBI Circulars read with ISF Note	Description as per SEBI Circulars read with ISF Note	Description as per SEBI Circulars read with ISF Note	Details pertaining only with respect to Item No. 1, i.e. sale of Office Premises to the relatedparty
		with ISF Note
		data to be provided) financialyears:		during the last three FY 20xx- 20xx (INR) FY 20xx- 20xx (INR)
			FY 20xx- 20xx (INR)	FY 20xx- 20xx (INR)	FY 20xx- 20xx (INR)
		Turnover
		Net worth
		Net Profit
5.		Expected financial impact on the consolidated turnover, net worth and net profits of the listed entity or its subsidiary due to sale of the subsidiary/ undertaking.				None
		a. Expected impact on turnover
		b. Expected impact on net worth
		c. Expected impact
		PART B – B(1) to B(5) and B(7)				NA
C.		PART C - C(5) – Disclosure_only _in case of material relatedparty transaction
1.		Details of earlier sale, lease or disposal of assets of the same subsidiary or of the unit, division or undertaking of the listed entity or disposal of shares of the same subsidiary or associate to any related party during the precedingtwelve months				No such transaction has taken place earlier.
2.		Whether the transaction would result in issue of securities or consideration in kind to a related party? If yes, please share the relevant details.				No
3.		Would the transaction result in eliminating a segment reporting by the listed entity or any of its subsidiary?				No
4.		Does it involve transfer of key intangible assets or key customers which are critical for continued business of the listed entity or any of its subsidiary?				No
5.		Are there any other major non-financial reasons for going ahead with the proposed transaction?				No
		PART C – C(1) to C(4) and C(6)				NA

Other Relevant information :

The Audit Committee and the Board have reviewed the proposal in detail and recommended it for approval of the shareholders. The same is in compliance with applicable provisions of the Companies Act, 2013, and SEBI Listing Regulations, including those governing related party transactions.

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The Audit Committee has noted that the relevant information and disclosures (including the above as placed before it) for decision-making on the proposal were placed before it and based on information provided and disclosures made, the Committee has determined that the transaction is beneficial for the Company and its public shareholders. Further, the Audit Committee has reviewed and noted the certificate provided by Dilip Sadanand More, Chief Financial Officer and Rajkumar Gulzarilal Jhunjhunwala, Whole-time Director, in compliance of the SEBI Circulars read with ISF Note.

The said transactions, being a material RPT, require prior approval of the Members of the Company in accordance with the SEBI Listing Regulations and Section 180 of the Act.

Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties as defined thereunder (whether such related party(ies) are a party to the aforesaid transactions or not), shall not vote to approve Resolution under Item No. 1.

Except as mentioned above, none of the Directors and KMPs of the Company and/or their respective relatives are, in any way, concerned or interested either directly or indirectly, financially or otherwise in the Resolution set out at Item No. 1 of the accompanying Notice.

The proposed RPT between the Company and NGE was approved by the Board of Directors of the Company at its meeting held on 24 February 2026 based on the recommendations of the Audit Committee in its meeting held earlier on 24 February 2026. The Board is of the opinion that based on the reasons elucidated above, the aforesaid proposal is in the best interest of the Company and hence the Board recommends Item No. 1 for your approval by way of a special resolution.

Item No.2: Taking premises on leave & license basis from Related Party, a Material Related Party Transactions

Background, details, justification and benefits of the transaction:

As more particularly stated under Item No. 1 above, the Company shall, subject to approval of shareholders and in terms of applicable law, sell the Office Premises to The New Great Eastern Spinning And Weaving Company Limited (hereinafter referred to as “ NGE ”) ( related party ).

Upon sale of the Office Premises, the Company would require to either buy premises or take premises on lease or leave & license basis for its registered office and continuity of operations. Further, given the curtailed business operations, the Company would not require more than 250 sq. ft. carpet area for the purposes of its registered office.

In the present market scenario, and given the curtailed operations of the Company, it is advisable to take premises on leave & license basis only, this would avoid costs of maintaining an owned property. Further, upon discussions with NGE, NGE ( subject to sale of the Office Premises to NGE ) has agreed to demarcate and allot in the Office Premises itself carpet area equivalent to 250 sq. ft., for continuing use by the Company. The said use would be on the basis of a registered leave & license agreement for a term of 3 (three) years at a monthly license fee of Rs. 75,000 (Rupees Seventy Five Thousand only), which may be mutually revised by the parties during the tenure of the agreement.

Basis of arriving at the license fee : The license rent has been agreed upon basis the general market rent being charged by other offices in the same building. In the building, the rent that is being charged is between Rs. 250 to Rs. 300 per sq. ft. Accordingly, the rent of Rs. 300 is being applied.

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The said leave & license transaction, if approved, would be a principal to principal transaction and as such the Company would be spared any financial outgo on account of a brokerage or commission on the transaction, which brokerage is usually anywhere between 1.00 – 2.00% of the transaction value.

Further, the said leave & license transaction would be beneficial to the Company, as the Company would not be required to shift its registered address. Shifting of registered office, would involve expending substantial costs and inconvenience of shifting to an entirely new premise and registered address. The proposed transaction therefore, ensures continuity of the registered office address of the Company and avoids incurring additional costs/ expenses and inconvenience that would otherwise be incurred were the Company to shift to a new premises.

The transaction by the Company with NGE thus ensures continuity without any interruption of business operations at the same registered office premises and, saves the Company costs in the form of brokerage, shifting costs/ operations, etc.

The management has provided the Audit Committee with the relevant details of the proposed RPT including material terms and basis of pricing, and the minimum information that is required to be provided in terms of the SEBI Circulars read with ISF Note. All Independent Directors on the Audit Committee, after reviewing all necessary information, have granted approval for entering into the RPT between the Company and NGE. The Audit Committee and Board have noted that the said transaction will be executed as per the terms of the Leave & License Agreement which is in the ordinary course of business and on an arm’s length basis.

Details of the proposed RPTs between the Company and NGE, including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Circulars read with ISF Note are as follows:

#		Description as per SEBI Circulars read with ISF Note	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty
A.		PART A – information to beprovided in respect of all relatedparty transactions
A(1.)		Basic details of relatedparty (A1)
1.1		Name of related party (A1(1))	The New Great Eastern Spinning and WeavingCompanyLimited(“NGE”)
1.2		Countryof incorporation of the relatedparty	India
1.3		Nature of business of the related party	Manufacturing of Yarns and Trading of Home Décor Items and Investment of surplus fund in shares, Mutual funds and other financial services.
**A(2). **		Relationship and ownership of the related party (A2)
2.1		Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: • Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty.	Promoter Group Company Set out inAnnexure ‘A’hereto

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#		Description as per SEBI Circulars read with ISF Note	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty
		• Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/subsidiary (in case of transaction involving the subsidiary). • Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary). Explanation:Indirect shareholding shall mean shareholding held through any person, over which the listed entity/ Subsidiary/related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered.	Not Applicable Set out inAnnexure ‘A’hereto
**A(3). **		Details of previous transactions with the related			party (A3)
3.1		Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. Explanation:Details need to be disclosed separately for listed entity and its subsidiary.				FY 2024-2025 (in INR) 4,50,000 3,62,500 3,62,500 1,375
				#	Nature of Transactions	FY 2024-2025 (in INR)
				1.	Rent receipt from NGE until 31 March 2025	4,50,000
				2.	Loan taken from the Company	3,62,500
				3.	Loan repayment to NGE	3,62,500
				4.	Interest on Loan	1,375
3.2		Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding thequarter in which the approval is sought.		Nil
3.3		Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary duringthe last financialyear.		None
**A(4). **		Amount of the proposed transaction(s) (A4)
4.1		Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders.	Leave & license agreement to be executed for a period of 3 (three) years, i.e., from 1 April 2026 to 31 March 2029 whereunder, the Company would be required to pay NGE monthlylicense fee of Rs. 75,000(Rupees

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#	Description as per SEBI Circulars read with ISF Note		Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty
			Seventy Five Thousand only). Provided that the parties shall have the option of terminating the leave & license agreement by providing the other 90 days’ notice in writing, having a lock-in period of 6 (six) months. The details pertaining to the transaction under Item No. 1 are as disclosed under Item No. 1.
4.2	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?		Yes
4.3	Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year		Not ascertainable as the Company does not have any turnover, i.e. revenue from operations in the immediately financial year. The same is reflected and recorded in the Annual Report of the Company for financial year ended 31 March 2025.
4.4	Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityis not apartyto the transaction)		Not Applicable
4.5	Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available.		Leave & License rent would be effective from 1 April 2026. As such, no value can be attributed as on 31 March 2026. If the leave and license fees for the entire tenure of 3 years, i.e. from 1 April 2026 to 31 March 2029 is taken into account as on date for the purposes of calculation, then the value of the proposed transaction shall be 1.31% (i.e. Rs. 27,00,000 as a percentage calculated on the consolidated turnover of NGE as on 31 March 2025 beingRs. 2068.55 Lakhs)
4.6	Financial performance of the related party for the immediately preceding financial year: Explanations:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis.		Particulars (Standalone) FY 2024-2025 (INR in Lakhs) Revenue from operations 2,060.77 Profit After Tax (0.70) Net worth 67,710.31

23

#		Description as per SEBI Circulars read with ISF Note	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty
**A(5). **		Basic details of the proposed transaction (A5)
5.1		Specific type of the proposed transaction (e.g. sale of goods/ services, purchase of goods/services, giving loan, borrowing etc.)		Taking on leave & license basis 250 sq. ft. of premises from NGE for the Company’s registered office
5.2		Details of each type of the proposed transaction		Taking on leave & license basis 250 sq. ft. of premises from NGE for the Company’s registered office for a period of 3 years, i.e., from 1 April 2026 to 31 March 2029 at a monthly license fee of Rs. 75,000 (Rupees Seventy Five Thousand only). Provided that the parties shall have the option of terminating the leave & license agreement by providing 90 days’ notice in writing, having a lock-in period of 6 (six) months. The details pertaining to the transaction under Item No. 1 are as disclosed under Item No. 1.
5.3		Tenure of the proposed transaction (tenure in number of years or months to be specified)		Leave & license agreement for 3 (three) years, commencing from, i.e., from 1 April 2026 to 31 March 2029, subject to the right of parties to terminate the leave & license agreement by providing 90 days’ notice in writing, having a lock-in period of 6 (six) months. The details pertaining to the transaction under Item No. 1 are as disclosed under Item No. 1.
5.4		Whether omnibus approval is being sought?		Yes. Approval is sought for a leave & License for a term of 3 years. The license fee payable is as set out in 5.5 below.
5.5		Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise.		Leave & license agreement for 3 (three) years, from 1 April 2026 to 31 March 2029 at a monthly license fee of Rs. 75,000/-. The financial year-wise break up is as under: Financial Year Amount(in Rs.) From 01 April 2026 to 31 March 2027 9,00,000 From 01 April 2027 to 31 March 2028 9,00,000 01 April 2028 to 31 March 2029 9,00,000
				Financial Year	Amount(in Rs.)
				From 01 April 2026 to 31 March 2027	9,00,000
				From 01 April 2027 to 31 March 2028	9,00,000
				01 April 2028 to 31 March 2029	9,00,000
5.6		Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity		Please refer to the paragraphs under the heading “Background, details, justification and benefits of the transaction”given above

24

#	Description as per SEBI Circulars read with ISF Note	Details pertaining only with respect to Item No. 2, i.e. taking on leave and license premises from the relatedparty
5.7	Details of the promoter(s) / director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. _Explanation:_Indirect interest shall mean interest held through any person over which an individual has control. c. Name of the director / KMP d. Shareholding of the director/KMP, whether direct or indirect, in the relatedparty	As perAnnexure ‘A’
5.8	A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	None. The license rent has been derived basis the market rent being charged by other offices in the same building. In the building, the rent that is being charged is between Rs. 250 to Rs. 300 per sq. ft. Accordingly, the rent of Rs. 300 is beingapplied.
5.9	Other information relevant for decision making	All relevant/ important information forms a part of this Explanatory Statement setting out material facts pursuant to the Companies Act, 2013 and applicable SEBI Regulations.
B.	PART B – Not Applicable
C.	PART C - Not Applicable

Other Relevant information :

The Audit Committee and the Board have reviewed the proposal in detail and recommended it for approval of the shareholders. The same is in compliance with applicable provisions of the Companies Act, 2013, and SEBI Listing Regulations, including those governing related party transactions.

The Audit Committee has noted that the relevant information and disclosures (including the above as placed before it) for decision-making on the proposal were placed before it and based on information provided and disclosures made, the Committee has determined that the transaction is beneficial for the Company and its public shareholders. Further, the Audit Committee has reviewed and noted the certificate provided by Dilip Sadanand More, Chief Financial Officer and Rajkumar Gulzarilal Jhunjhunwala, Whole-time Director, issued pursuant to the SEBI Circulars read with the ISF Note.

Since the said leave & license agreement with NGE taken together with the sale of Office Premises to NGE constitutes a material RPT, approval of the shareholders is being sought under Section 188 of the Act read with the SEBI Listing Regulations.

Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties as defined thereunder (whether such related party(ies) are a party to the aforesaid transactions or not), shall not vote to approve Resolution under Item No. 2.

25

Except as mentioned above, none of the Directors and KMPs of the Company and/or their respective relatives are, in any way, concerned or interested either directly or indirectly, financially or otherwise in the Resolution set out at Item No. 2 of the accompanying Notice.

The proposed RPT between the Company and NGE was approved by the Board of Directors of the Company at its meeting held on 24 February 2026 based on the recommendations of the Audit Committee in its meeting held earlier on 24 February 2026. The Board is of the opinion that based on the reasons elucidated above, the aforesaid proposal is in the best interest of the Company and hence the Board recommends Item No. 2 for your approval by way of an ordinary resolution.

Date : 24[th] February, 2026 Registered Office : 401 to 405 Jolly Bhavan No. 1, 10 New Marine Lines, Mumbai – 400020 CIN: L24110MH1961PLC011922 Tel: +91 22 2200 3231 / +91 22 22005056 Email: contactus@bombaywireropes.com

By order of the Board of Directors For Bombay Wire Ropes Limited

Rajkumar Gulzarilal Jhunjhunwala Whole-time Director (DIN: 01527573)

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Annexure - A

Details of Promoters / Directors / Key Managing Personnel of Bombay Wire Ropes Limited

Sr. No.	Partculars	Relatonship	Shareholding % (Direct)	Shareholding % *(Indirect) **
1.	Anurag Kanoria	Promoter Shareholder and Director	6.65%	25.18%
2.	Vineeta Kanoria	Promoter Shareholder and Director	6.63%	11.40%
3.	Arvind Kanoria	Promoter Group	-	13.61%
4.	Paritosh Kanoria	Promoter Group	-	0.13%
5.	Shikha Pratk Barasia	Promoter Group	-	0.02%
6.	Bimal Kumar Kanodia	Independent Director	-	-
7.	Ashok Kumar Maroo	Independent Director	-	-
8.	Rajkumar Jhunjhunwala	Shareholder and Whole Time Director	0.02%	-
9.	Vinod Jiwanram Lohia	Independent Director	-	-
10.	DilipSadanand More	Chief Financial Ofcer	-	-
11.	Shyni Chaterjee	CompanySecretary	-	-

*Note: The Indirect Shareholding is held through New India Exports Private Limited, which holds 50.34% of the equity shares of Bombay Wire Ropes Limited.

Details of Promoters / Directors / Key Managing Personnel of The New Great Eastern Spinning and Weaving Company Limited

Sr. No.	Partculars	Relatonship	Shareholding % (Direct)	Shareholding % (Indirect)
1.	Anurag Kanoria	Promoter Shareholder and Director	1.46%	45.43%
2.	Vineeta Kanoria	Promoter Shareholder and Director	4.49%	20.57%
3.	Arvind Kanoria	Promoter Group	-	24.55
4.	Paritosh Kanoria	Promoter Shareholder	0.70%	0.24
5.	Shikha Barasia	Promoter Group	-	0.04
6.	Aruna Kanoria	Promoter Shareholder	0.06%	-
7.	Bimal Kumar Kanodia	Independent Director	-	-
8.	Pragyan Vivek Pite	Independent Director	-	-
9.	Krishna Kumar Kunwar	Chief Financial Ofcer	0.00%**	-
10.	Nisha Chopra	CompanySecretary	-	-
11.	Rajkumar Jhunjhunwala	Shareholder	0.00%**	-
12.	Vinod Jiwanram Lohia	Shareholder	0.00%**	-
13.	DilipSadanand More	Shareholder	0.00%**	-

*Note: The Indirect Shareholding is held through New India Exports Private Limited, which holds 90.83% of the equity shares of Bombay Wire Ropes Limited.

**Note: Shareholding Less than 0.00%

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

VALUATION REPORT OF OFFICE NO.401 TO 405 ON 4TH FLOOR OF ‘JOLLY BHAVAN NO.I’ COMMERCIAL PREMISES CO-OP SOCIETY LTD, 10, NEW MARINE LINES, MUMBAI – 400 020

OWNED BY BOMBAY WIRE ROPES LTD.

FOR

THE PURPOSE OF INTERNAL MANAGEMENT REVIEW

February 2026 MUMBAI, INDIA

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Form O-1

REPORT OF VALUATION OF IMMOVABLE PROPERTY

GENERAL:

1. Purpose for which valuation is made

2. : To assess the fair market value for internal management review

3. Date on which valuation is made.

4. 2.a. Date of site visit

5. : 01/10/2025

   • 01/10/2025

6. Name of the owner/owners.

7. : BOMBAY WIRE ROPES LTD.

8. If the property is under joint ownership/co-ownership, Share of each such owner. Are the share undivided?

9. : Company ownership

10. Brief description of the property

11. : Office No.401 to 405 on 4[th] floor of

‘JOLLY BHAVAN NO.I’ Commercial Premises Co-op Society Ltd, 10, New Marine Lines, Mumbai – 400 020

1. Location, Street, Ward No.

2. : Vitthaldas Thackersey Marg

3. Survey/Plot No. of land

: 10 New Marine Lines

1. Is the property situated in residential/ commercial/mixed area/industrial area.

: Commercial area

1. Classification of locality – high class/ middle class/poor class.

: Upper middle class

1. Proximity to civic amenities, like school, hospitals, offices, market, cinemas, etc.

: Available within 1 to 2 kms.

1. Means and proximity to surface communication by which the locality is served.

2. : Taxies & Bus routes are available.

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

LAND :

1. Area of land supported by documentary proof, shape, dimensions and physical features.

2. : Valuation is for office premises No. 401 to 405 only, totally admeasuring 1340 Sq.ft. of carpet area i.e. 1608 Sq.ft. Builtup area

3. Roads, Streets of Lanes on which the land is abutting.

4. : Vitthaldas Thackersey Marg

5. It is free hold or lease-hold land?

: Leasehold

1. If lease-hold, the name of lessor/lessee, nature of lease, dates of commencement and termination of lease, terms of renewal of lease.

:

( i ) Initial premium

: Not known

( ii ) Ground rent payable per annum.

:

( iii) Unearned increase payable to the lessor in the event of sale or transfer.

:

1. Is there any restrictive covenant regard to use of land? If so, attach a copy of the covenant.

: Commercial

1. Are there any agreements of easements? If so, attach copies.

: ---

1. Does the land fall in an area included in any : Falls under the limits of Municipal

Town Planning Scheme or any Development Corporation of Greater Mumbai Plan of Government of any statutory body? If so give particulars.

1. Has any contribution been made towards development or is any demand for such contribution still outstanding?

:

Not known

1. Has the whole or part of the land been notified for acquisition by Government of any statutory body? Give date of notification.

:

1. Attach a dimensioned site plan.

: Not provided

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IMPROVEMENTS :

1. Attach plans and elevations of all structures standing on the land and a lay out plan.

2. Furnish technical details of the building on a separate sheet. (The Annexure to this form may be used).

3. (I) Is the building owner-occupied/ tenanted/both?

4. (ii) If party owner-occupied, specify Portion and extent of area under owner-occupied.

5. What is the Floor Space Index permissible and percentage actually utilised?

: Not provided

: See part II of the valuation report

:

100% occupied by owner

: Fully utilised

RENTS :

1. (I) Names of tenants/lessee/licensees, etc.

2. (ii) Portions in their occupation.

3. (iii) Monthly or annual rent/compensation

:

:

:

• /licence fee, etc. paid by each.

• (iv) Gross amount received for the whole property

• Are any of the occupants related to or close business associates of the owner?

• Is separate amount being recovered for the use of fixtures, like fans, geysers, refrigerators, cooking, ranges, built-in wardrobes, etc. or for service charges? If so, give details.

• Give details of water and electricity charges, if any, to be borne by the owner

• Has the tenant to bear the whole or part of the cost of repairs and maintenance? Give particulars.

• If a lift is installed, who is to bear the cost of maintenance and operation-owner or tenant?

• If a pump is installed, who has to bear the cost of maintenance and operation-owner tenant?

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: Not applicable

:

: Owner

: Owner

Rs.1,25,734/- per quarterly paid towards maintenance charges. on Jan 25

: Owner

: Owner

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

1. Who has to bear the cost of electricity charges for lighting of common space like entrance hall stairs, passages, compound, etc. owner or tenant?

: Owner

1. What is the amount of property tax? Who is to bear it? Give details with documentary proof?

2. Is the building insured? If so, give the Policy No. amount for which it is insured and the annual premium.

3. Is any dispute between landlord and tenant regarding rent pending in a court of law?

4. Has any standard rent been fixed for the premises under any law relating to the control of rent?

: Owner : --: : Not applicable

SALES :

1. Give instances of sales of immovable property in the locality on a separate sheet, indicating the name and address of the property registration no., sale price & area of land sold?

See part II of the valuation report

1. Land rate adopted in this valuation. 40. If sale instances are not available or not relied upon, the basis of arrival at the land rate.

COST OF CONSTRUCTION :

1. Year of commencement of construction : 1971 or thereabout and year of completion.

2. What was the method of construction by : contract/by employing labour directly/both?

3. For items of work done on contract, : produce copies of agreements. Not known

4. For items of work done by engaging :

1. For items of work done by engaging labour directly, give basic rates of materials and labour supported by documentary proof.

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

ANNEXTURE TO FORM O-1 (TECHNICAL DETAILS)

1. No. of floors and height of each floor

: Gr. + 6[th] upper floors

1. Plinth area floor wise

2. (as per IS 3861-1966)

3. : 1340 Sq.ft. of carpet Area and corresponding to 1608 Sq.ft Builtup area

4. Year of construction

: 1971 or thereabout

1. Estimated future life

: 10 to 15 years with proper Maintenance

1. Type of construction-Load bearing walls/R.C.C. frame/steel frame

2. : R.C.C. framed structure

3. Type of foundations

4. : R.C.C. foundation.

5. Walls (a) Basement and Plinth

6. (b) Ground floor

(c ) Superstructure above ground floor

:

: 9” thick B.B.M. walls

:

1. Doors and windows (floor-wise)

2. (a) Ground floor

3. (b) 1[st] floor

4. (c ) 2[nd] floor etc.

:

• : Wooden flush doors, Wooden panelled doors & : Aluminium framed sliding glazed windows :

• Flooring (floor wise)

• (a) Ground floor

• (b) 1[st] floor

• (c ) 2[nd] floor etc.

:

: Wooden flooring :

:

1. Finishing (floor wise)

2. (a) Ground floor

3. (b) 1[st] floor

4. (c ) 2[nd] floor etc.

:

: Externally sand faced cement plaster

: Internally neeru finish cement plaster

:

1. Roofing and terracing

: R. C. C. slab

1. Special architectural of

: ---

decorative features, if any

1. (I) Internal wiring surface of conduit

: Concealed

• (ii) Class of fittings superior/ordinary/poor

: Superior

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

(TECHNICAL DETAILS)

1. Sanitary installation :

2. (a) (i) No. of water closets

3. (ii) No. of lavatory basins

4. (iii) No. of urinals

5. (iv) No. of sinks

6. : 1 no

7. : 1 no

: 1 no

• : 1 no

• (v) No. of bath tubs

:

• (vi) No. of bidets

:

• (vii) No. of geysers

: 1 no

• (b) Class of fittings : Superior coloured/ Superior white/ordinary.

: Good quality

1. Compound wall :

2. (i) Height and length

3. (ii) Type of construction

:

: 6’00” high BBM compound wall : provided partly around the property

1. No. of lifts and capacity

: Two lifts

1. Underground sump-capacity and type of construction.

: R.C.C. underground tank

1. Over-head tank :

2. (i) Where located

3. (ii) Capacity

4. (iii) Type of construction

:

: On terrace :

: R.C.C.

1. Pumps - No. and their horse power

: Provided as per the Municipal rules.

1. Roads and paving within the compound, approximate area and type of paving

: Paved with

1. Sewage disposal - whether connected to public sewers, if septic tanks provided, no. & capacity

: Connected to Municipal sewer.

KUNAL K. VIKAMSEY, MRICS B.E. (CIVIL), M.VAL. (R.E. & P.M.) Govt. Registered Valuer Regd. No. Cat. I/360 of 1988 Reg. No. CAT VII/113 of 2023

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

PART II - Valuation

Under the instruction of Our Client - BOMBAY WIRE ROPES LTD. and on the basis of information furnished and document provided by them, we have visited the Office Nos.401 to 405 on 4[th] floor of ‘JOLLY BHAVAN NO.I’ Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020, with a view to inspect the property & thus prepare it’s valuation report. Valuation of any immovable real estate property is the value that the property would fetch if put for sale in the open market as on the date of valuation i.e. on 01/10/2025. Valuation is required to assess the fair market value for the purpose of internal management review.

The said building is Gr. + 6 upper floors having a height of 9’6” for each floor. It is R.C.C. framed structure having R.C.C. foundation. It is situated in upper middle class Commercial area of Marine Lines, the said office premises nos.401 to 405 totally admeasures 1340 Sq.ft. of carpet area i.e. 1608 Sq.ft. of BUA. Wooden flush doors, Sintex doors & Aluminium framed sliding glazed windows with M.S. grills are provided. Wooden flooring is provided.in entire office area. Electrical wiring and plumbing is concealed & of standard type. The type of construction is good & specification of building materials used are of standard type.

VALUATION APPROACH:-

The objective of the valuation exercise is to assess the Fair Market Value of the subject Property on 01/10/2025 . This would be achieved by a systematic gathering, classification, and analysis of data, which is required in the development of the following approaches to valuation: Cost Approach, Market Approach/Direct Comparison Approach and Income Approach.

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

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----- Start of picture text -----

Cost Approach
Valuation Market Approach/ Direct
Comparison Approach
Approaches
Income Approach
Direct Capitalization
Method
Discounted Cash Flow
Method
----- End of picture text -----

 Cost Approach

This approach consists of estimating the replacement cost of the asset along with all improvements thereon, deducting accrued depreciation from all sources. The value derived from this approach is a summation of the various property components contributing to the total property value, and it is applicable when each component is independently measurable, and when the sum of all components is believed to reflect market value.

This approach is commonly used for assets for which appropriate comparative benchmarks are not easily available but historic costs are available as well as replacement/reinstatement costs are available in the open market. Primarily used for financial reporting purposes on company balance sheets as well as for assessing the present worth of the assets for insurance cover, price allocation for each asset, etc.

 Market Approach / Direct Comparison Approach

The Direct Comparison Approach involves a comparison of the subject property to similar properties that have actually sold in arms-length transactions or are offered for sale. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to accept) for similar properties in an open and competitive market and is particularly useful in estimating the value of the land and properties that are typically traded on a unit basis.

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

The job involves inspection of the site, collecting the necessary data from the site and then applying a suitable market rate to arrive at the market value. To derive the market rate a general survey is carried out in nearby location to see if any comparable sales have taken place, data collected from the Sub-Registrar’s office also aids in arriving at the market rate of the property.

Influencing factors such as shape, size, the quantum of a land parcel, location, market and development potential, etc. are some of the criteria adopted in deriving the market value of the land parcel.

 Income Approach

Income approach is based on the premise that real estate is an income-producing asset and the value is a function of future benefits and income that could potentially be derived from the asset. This involves determining the highest and best use for the property, keeping in view the zoning regulations and development controls applicable to the property in question.

There are two commonly used methods of the income approach in real estate valuation, direct capitalization and discounted cash flow (DCF)

 Direct Capitalization Method

Direct capitalization involves capitalizing (dividing) a “normalized” single year net income estimate by an appropriate yield. This approach is best utilized with stable revenue-producing assets, whereby there is little volatility in the net income.

A variation of this method consists of using a three-year average.

 Discounted Cash flow Method

Using this valuation method, future cash flows from the property are forecasted on a year-to-year basis, using precisely stated assumptions, together with the estimated capital value of the building(s) upon a deemed disposition at the end of a holding period. These future financial benefits then are discounted to a present-day value at an appropriate discount rate.

This is the generally accepted method of valuing income-producing properties or properties to be developed and is used by many institutional investors and larger property companies around the world.

In this particular instance, since the purpose for assessing the Fair Market Value is for internal management review, Market Approach has been adopted.

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

VALUATION METHODOLOGY:

- Ready Reckoner Rate: Stamp Duty Ready Reckoner Rate

As per the findings from the market research, Sub-Registrar Mumbai, Maharashtra, it is understood that the Reckoner rates for Commercial office for the purpose of Stamp Duty registration, for year 2025-26 at Fort Division, is Rs.4,55,820/- per sq.mt. i.e. Rs.42,347/- per sq. ft. of Built–up area of Commercial office for new construction.

VALUATION AS PER READY RECKONER & THE MAHARASHTRA STAMP (Determination of True Market Value of Property) Rules, 1995 for the Year 2025-26

VALUATION AS PER READY RECKONER & THE MAHARASHTRA STAMP (Determination of True MarketValue of Property)Rules,1995for theYear 2025-26	VALUATION AS PER READY RECKONER & THE MAHARASHTRA STAMP (Determination of True MarketValue of Property)Rules,1995for theYear 2025-26	VALUATION AS PER READY RECKONER & THE MAHARASHTRA STAMP (Determination of True MarketValue of Property)Rules,1995for theYear 2025-26	VALUATION AS PER READY RECKONER & THE MAHARASHTRA STAMP (Determination of True MarketValue of Property)Rules,1995for theYear 2025-26	VALUATION AS PER READY RECKONER & THE MAHARASHTRA STAMP (Determination of True MarketValue of Property)Rules,1995for theYear 2025-26	VALUATION AS PER READY RECKONER & THE MAHARASHTRA STAMP (Determination of True MarketValue of Property)Rules,1995for theYear 2025-26	VALUATION AS PER READY RECKONER & THE MAHARASHTRA STAMP (Determination of True MarketValue of Property)Rules,1995for theYear 2025-26
1)	Property Description	Office No.401 to 405 on 4th floor of ‘JOLLY BHAVAN NO.I’ Commercial Premises Co-op Society Ltd, 10, New Marine Lines, Mumbai – 400 020
2)	Depreciation Eligible	Year of Const.	Current Year	No. of Yr. old	% of Depreciation eligible
		1971	2025	54		54%
3)	CTS No.	Division		Ward	R.	R. Zone
	1417	Fort		C		2/27
4)	Basic Rate per sq.mtr.		Open Land	Commercial Office
			1,76,950	4,55,820
	Add: Lift
	Less: LandRate			1,76,950
	Balance StructureRate			2,78,870
	StructureRate after Depreciation			1,28,280
	Net Chargeable Rate = (Land +Net Structure Rate)			3,05,230
5)	Particulars		Office No.401 to 405
	Built Up Area Sq. Feet		1,608
	Built Up Area Sq. Meters as ReadyReckoner Guide Lines		149.39
6)	Market Value of the Subject Property
No.	Particulars	Built-up Area inSq.Mt	X Rate X	Lift X	Multiplication	=Market Value Amount(₹)
a)	Office No.401 to 405	149.39	3,05,230		1.00	4,55,97,377
	Total Round Up…..					4,55,98,000

Recorded Transactions

During the course of market research, a review of the transactions recorded on official website of Department of Registration & Stamps, Government of Maharashtra in micro market of New Marine Lines for the past 2 years which are tabulated overleaf:

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SALE INSTANCES:

Sr. No.	Registration No.	Date of Registration	Property Address	Seller	Buyer	Carpet area in Sq.ft.	Built Up area in Sq.ft.	Agreement Amount (Rs.)	Rate in Rs. per Sq.ft. on Carpetarea	Rate in Rs. per Sq.ft. on Builtup area
1	5294/2023	31/07/2023	Office No.501, 5th floor, Jolly Bhavan No.1 Commercial Premises CSL, 10, New Marine Lines, Mumbai - 400020	Himangini Sanjeev Sheth	Vinod Mirchandani		276	9,500,000		34,408
2	1066/2024	15/02/2024	Office No.413, 4th floor, Jolly Bhavan No.1 Commercial Premises CSL, 10, New Marine Lines, Mumbai - 400020	M/s. Jugnar Processors Pvt. Ltd.	Satyaprakash Singh		294	8,300,000		28,224
3	1065/2024	15/02/2024	Office No.412, 4th floor, Jolly Bhavan No.1 Commercial Premises CSL, 10, New Marine Lines, Mumbai - 400020	M/s. Jugnar Processors Pvt. Ltd.	Satyaprakash Singh		288	8,100,000		28,121
4	4021/2024	17/02/2024	Office No.309, 3rd floor, Jolly Bhavan No.1 Commercial Premises CSL, 10, New Marine Lines, Mumbai - 400020	Percival Sam Billimoria	Arvind Lakhawat	236	283	8,100,000	34,322	28,622
5	28221/2024	05/12/2024	Office No.217, 2nd floor, Jolly Bhavan No.1 Commercial Premises CSL, 10, New Marine Lines, Mumbai - 400020	Rajesh Kapoor & others	Hetal Sanjeev Gandhi & others		291	8,900,000		30,635
6	575/2025	24/01/2025	Office Premises Unit No.310, 3rd floor, Marine Chambers Premises CSL, 43, Sir Vithaldas Thackersey Road, New Marine Lines, Mumbai - 400020	A. F. Agencies Pvt. Ltd.	Anupam Agarwal		321	10,000,000		31,153
7	3876/2025	11/02/2025	Office Premises Unit No.503, 5th floor, Churchgate Chambers Premises CSL, 5, Sir Vithaldas Thackersey Road, New Marine Lines, Mumbai - 400020	Nanik Ramsingh Butani	Deepali Yogesh Kandade & others	145	174	6,500,000		37,345
8	5864/2025	05/03/2025	Office No.308, 3rd floor, Jolly Bhavan No.1 Commercial Premises CSL, 10, New Marine Lines, Mumbai - 400020	Prachi Wazalwar	Ammar G. Aayaz		288	11,000,000		38,189
9	4923/2025	20/03/2025	Office No.101, 1st floor, Jolly Bhavan No.1 Commercial Premises CSL, 10, New Marine Lines, Mumbai - 400020	Dr. Shefali Ketan Gandhi	Bhavarlal Babulal Jain		276	8,620,000		31,221
10	2545/2025	16/04/2025	Office Premises Unit No.609, 6th floor, Sarada Chambers Premises CSL, 15, Sir Vithaldas Thackersey Road, New Marine Lines, Mumbai - 400020	Sanjay Nathumal Shevkarmani	Gunina Spices India Pvt. Ltd.	204	245	8,600,000	42,156.86	35,165

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Valuation of Office No.401 to 405 on 4[th] floor of Jolly Bhavan No.1 Commercial Premises Co-op Society Ltd.,10, New Marine Lines, Mumbai – 400 020

As can be seen from above transactions the rate for the offices in the same building varies from Rs.28,000/- to Rs.38,000/- per Sq.ft on built up area for various sizes of the office area ranging between 245 Sq.ft. to 294 Sq.ft. of Builtup area.

Thus considering the location, type of construction, specification of building materials used, size of the subject office space well maintained office and making enquires in the vicinity an average rate of Rs.32,000/-per Sq.ft. of office is considered to be reasonable as on the date of valuation.

So total value of Office Premises 401 to 405 will be

1608 Sq.ft. X Rs.32,000/- = Rs.5,14,56,000.00

Thus considering all the above mentioned factors, we are of the opinion that the fair market value of the said property is Rs.5,14,56,000.00 (Rupees Five Crore Fourteen Lakhs Fifty Six Thousand Only) as on the date of valuation i.e. 01/10/2025.

For KANTI KARAMSEY & CO. ADVISORS LLP

Kunal K. Vikamsey, MRICS B. E. (CIVIL), M. VAL (R.E. & P.M.) Government Registered Valuer. Reg. No. Cat. I-360 of 1988

Reg. No. CAT VII/113 of 2023

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Part III - Declaration

I hereby declare that

• (a) The information furnished in Part I is true and correct to the best of my knowledge and belief. (b) I have no direct or indirect interest in the property valued.

• (c) I have / our representative has personally inspected the property on 01/10/2025

Signature of Registered Valuer KUNAL K. VIKAMSEY, MRICS B.E. (CIVIL), M.VAL. (R.E. & P.M.) Place : Mumbai Valuer on the panel list of Govt. of India under Section 34 AB of the Wealth Tax Act, 1957 Regd. No. Cat. I/360 of 1988. Reg. No. CAT VII/113 of 2023

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ASSUMPTIONS AND LIMITING CONDITIONS

1. Assumptions are made to the best of our knowledge and belief. Reliance is based on the information furnished to us by the identifier and the bank /client.

2. The property is valued on the assumption that it is free and clear of all mortgages encumbrances and other outstanding premiums and charges.

3. No legal verification of the title of the property has been undertaken and the valuer shall not be responsible for any matter of legal nature that affects the value and the opinion expressed by us.

4. Where it is stated that the bank /client has supplied information to the valuer, this information is believed to be reliable, but the valuer can accept no responsibility if this should prove not to be so. Where information is given without being attributed directly to another party, this information has been obtained from our market research.

5. In no event shall the valuer be held responsible or liable for special, direct, indirect or consequential damages as the assignment has been completed on best efforts, available knowledge and in good intentions of persons concerned and belief.

6. If our appearance is required, we will be pleased to appear and give the necessary clarifications, provided the fees for each appearance (including out of pocket expenses) are pre-determined.

7. The report is for the sole use to the client, it has been addressed to; neither the whole nor any part of this valuation report and any reference there to may be utilized without the prior written approval of M/s. Kanti Karamsey & Co. Advisors LLP

8. The valuer’s responsibility in connection with this valuation report is limited to the client to whom it is addressed and to that client only. The valuer disclaims all responsibility and will accept no liability to any other party.

9. Validity of this report is as on date of valuation report only.

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PHOTOGRAPHS

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