Bansal Multiflex Ltd Directors Report

DIRECTORS REPORT

TO

THE MEMBERS ,

Bansal Multiflex Limited

The Directors have pleasure in presenting the 7 th Annual Report on the business and operations of the Company together with the Audited Accounts and the Auditors Report of your Company for the financial year ended 31 st March, 2025.

1. FINANCIAL RESULTS

The financial results of the company for the year 2024-25 under review are as under:

Particulars	For the year ended on	For the year ended on
	31.03.2025	31.03.2024
Revenue from Operation	-	-
Other Income	-	-
Total Income	-	-
Less: Expenditure	(9,70,280)	(350)
Profit/(loss) before Interest, Depreciation and	( 9 , 70 , 280 )	( 350 )
Tax
Less: Finance Cost	( 9 , 70 , 280 )	( 350 )
Less: Depreciation & Amortization Cost	-	-
Prior Period Items	-	-
Less: Extraordinary items	-	-
Less: Exceptional Items	-	-
Profit /loss before Tax Expense	(9,70,280)	(350)

2. DIVIDEND

During the year under review, the Company is yet to commence business operations and incurred loss. Accordingly, your Directors are unable to recommend any dividend for the financial year 2024-25.

2. RESERVES

Since no profit has been earned during the year under review therefore Board did not propose to carry any amount to the reserves for the financial year ending 31 st March 2025.

3. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Act, Directors subscribe to the Directors Responsibility Statement, and confirm that:

a) In preparation of annual accounts for the financial year ended on 31st March, 2025, the applicable accounting standards had been followed and that no material departures have been made from the same;

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

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the financial year ended 31st March, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

4. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company; however, the Company adheres to good corporate practices at all times.

5. LISTING ON STOCK EXCHANGES

The equity shares of the company are listed on SME platform of NSE (NSE EMERGE).

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments have occurred between the end of financial year and date of the report, which could affect financial position of the Company.

7. INTERNAL CONTROL SYSTEM

Your Company is simultaneously working on the establishment of strong Internal Controls and Risk Assessment/ Management systems. These systems will enable the Company to comply with Internal Company policies, procedures, standard guidelines and local laws to help protect companys Assets and Confidential information against financial losses and unauthorized use.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture and Associate Concern and therefore, details of performance and financial position of subsidiaries, associate and joint venture companies are not provided.

9. ANNUAL RETURN

As per provisions of Section 134(3)(a) and Section 92(3) of Companies Act, 2013 (the Act), it is hereby reported that Annual Return of the Company for the financial year ended on March 31, 2025 is placed on the website of the Company and the same can be accessed through https://www.bansalmultiflex.in

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any investment and also not provided any loans, guarantee and security as per Section 186 of the Companies Act, 2013 during the financial year.

11. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year, Mr. Jaykumar Deepakbhai Khatnani (DIN: 08659187) and Mr. Hinil Patel (DIN: 10425478) were appointed as an Additional Independent Directors of the Company w.e.f. 5 th September, 2024. Their appointments were confirmed by the shareholders of the Company in the previous Annual General Meeting held on 14 th December, 2024. Mr. Sudhanshu Goyal was appointed as a Company Secretary of the Company w.e.f. 28 th January, 2025.

Also, during the year under review, Mr. Anupkumar Rajendrakumar Bansal (DIN: 06735149), Mr. Tejas Anup Bansal (DIN: 07917138), Mr. Rajeshkumar Singal (DIN: 07600662) have resigned from the Directorship of the Company w.e.f. 5 th September, 2024. Further Mr. Anupkumar Rajendrakumar Bansal has resigned from the post of Chief Financial Officer of the Company w.e.f. 5 th September, 2024.

After the closure of the financial year, Mr. Malay Bhow (DIN: 02770605) was appointed as a Managing Director of the Company w.e.f. 17 th July, 2025 and Mr. Malay Bhow was appointed as Chief Financial Officer of the Company w.e.f. 16 th June, 2025.

Mr. Malay Bhow is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible and offer himself for reappointment.

12. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section read with Schedule IV of the Companies Act, 2013.

13. NO. OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met (8) times during the year. The details of the meeting are as below:

Sr. No.	Date of meeting
1.	21.06.2024
2.	17.09.2024
3.	25.09.2024
4.	25.10.2024
5.	23.11.2024
6.	28.01.2025
7.	27.03.2025

14. DEPOSITS

The Company has not accepted any deposits during the period under review and there are no outstanding deposits as on March 31, 2025. There have been no matured deposits remaining unpaid at the year-end.

15. PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIES

During the year under review there were no transactions, contracts or arrangements falling under the scope of Section 188 of the Companies Act, 2013 and rules framed there under.

16. COMPANYS POLICY ON DIRECTORS, KMPS & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.

The Companys policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as attached to this report. Annexure - I. The weblink for the same is https://www.bansalmultiflex.in

17. FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation, Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed

their satisfaction with the evaluation process.

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In pursuant to applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Directors were done by the entire board of directors which includes -

a. Performance of the Directors; and

b. Fulfillment of the Independence criteria as specified in the regulations and their independence from the Management.

Criteria adopted for evaluation:

The Board shall evaluate the role functions, duties of Directors of the Company. Each Director shall be evaluated by all other Directors not by the Director being evaluated. The board shall also review the manner in which Directors follow guidelines of professional conduct. Further, in a separate meeting of Directors, performance of Directors, the Board as whole and the Chairman of the Company was evaluated.

18. INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

The Company has no activity pertaining to energy conservation or technology absorption. Details of foreign exchange earnings and outgo are as follows:

Foreign exchange earnings and Outgo:

Foreign Exchange Earning: Rs. Nil

Foreign Exchange Outgo: Rs. Nil

19. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

20. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board appointed Ms. Shilpa Shah, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as Annexure - II of this report.

The Secretarial Auditor has raised following qualifications in her Secretarial Audit Report for the financial year 2024-25:

• The Company was required to appoint Chief Financial Officer since from the beginning of the financial year however, Company has not appointed the same and to that extent Company has not complied with the provisions of Section 203 of the Companies Act, 2013.

• The Company was required to appoint a Company Secretary in whole-time

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employment w.e.f. 1 st April, 2024 however, Company has appointed the same w.e.f. 28 th January, 2025 and to that extent Company has not complied with the provisions of Section 203 of the Companies Act, 2013.

• The Company was also required to appoint a Managing Director / Whole-time Director / Manager / CEO w.e.f. 1st April, 2024 however, the Company has not appointed the same and to that extent Company has not complied with the provisions of Section 203 of the Companies Act, 2013.

• During the year Company was required to appoint woman Director since from the beginning of the financial year however, Company has not appointed the same and to that extent Company has not complied with the provisions of Section 149 of the Companies Act, 2013.

• The Company was required to appoint two Independent Directors w.e.f. 1st April, 2024 however, the Company has appointed the same w.e.f. 5th September, 2024 and to that extent Company has not complied with the provisions of Section 149 of the Companies Act, 2013.

• The Company was required to constitute the Audit Committee of the Board of Directors of the Company w.e.f. 1st April, 2024 however, it has constituted the same w.e.f. 17th September, 2024 and to that extent Company has not complied with the provisions of Section 177 of the Companies Act, 2013.

• The Company was required to constitute the Nomination and Remuneration Committee of the Board of Directors of the Company w.e.f. 1st April, 2024 however, it has constituted the same w.e.f. 17th September, 2024 and to that extent Company has not complied with the provisions of Section 178 of the Companies Act, 2013.

• The Company was required to constitute the Stakeholders Relationship Committee of the Board of Directors of the Company w.e.f. 1st April, 2024 however, it has constituted the same w.e.f. 17th September, 2024 and to that extent Company has not complied with the provisions of Section 178 of the Companies Act, 2013.

• During the year under review the Composition of Nomination Remuneration Committee was not in compliance with the provisions of Section 178 of the Companies Act, 2013.

• During the year, Company has not published the Un-Audited / Audited Financial Results in the Newspapers and to that extent Company has not complied with Regulation 47 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

• During the year, in some instances, the Company has made delay in submission of quarterly / yearly Un-Audited / Audited Financial Results with the Stock Exchange and to that extent Company has not complied with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

• During the year Company has received notices for imposing penalties from Stock

Exchange for non-compliance of various Regulations of Securities and Exchange

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Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

• The Company has not maintained the Statutory Registers and Records as required to be maintained and kept under the provisions of the Companies Act, 2013.

• The Company has not maintained the attendance register and Minutes of Board and General Meetings.

• During the year, Company has not complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

21. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (the Act), the Companies (Audit and Auditors) Rules, 2014 and such other applicable provisions of the Act, if any, M/s. ANIL K. GOYAL & ASSOCIATES (FRN: 04558N), Chartered Accountants, were re-appointed as Statutory Auditors of the Company in the financial year 2022 for period of 5 years to hold office from the conclusion of Annual General Meeting to be held in the financial year 2027 .

The Statutory Auditors have raised following qualifications in their Audit Report for the financial year 2024-25:

• The Company has not produced to us the Statutory Registers and records as required to be maintained and kept by it under the provisions of the Companies Act, 2013.

• The Company has not filed any forms or returns with the Registrar of Companies, or Regional Director, Central Government, the Tribunal, Court or other statutory authorities like PF, ESI, Income Tax, Labor Law etc. during the year under review.

• In view of the above and pending handing over and compliances, we have not been able to comment on the completeness and appropriateness of the balances in relation to these subjected matters as quoted in the standalone financial statements and the consequential impact based on realization from the assets as recorded in the financial statements and the provisions made by the Present Management during this year.

• We have not been able to comment on the completeness and appropriateness of the balances in relation to these subjected matters as quoted in the standalone financial statements and the consequential impact that the outcomes of the investigations may have on the standalone financial statements and the provisions made by the Present Management during this year.

• The Company has not produced attendance registers and minutes of the General

Meetings, Board Meetings, minutes of meetings of the Committee of Creditors,

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valuation reports for inventories and Plant and Machineries, and the outcome of certain procedures carried out as a part of the CIRP and Committees of the Directors such as the Audit Committee, Remuneration Committee, and Stakeholders Committee. No documents were produced before us testifying the giving of the proper notices to any Shareholders and the Board of Directors Meetings and Committees of the Board of Directors of the Company, and therefore we are NOT able to state that the proceedings thereof have been properly recorded in the Minute Book and Registers maintained for the purpose and that they have been duly signed.

Reply of Directors for qualifications raised by the Statutory Auditors and Secretarial

Auditor:

The Company was acquired under CIRP as a going concern through a resolution plan which was approved by COC Committee, NCLT has also given approval of the same vide its Order dated 31-05-2022. Also during the CIRP process no data was available with the Company and accordingly Company has not fully complied with all applicable provisions and rules however, your Directors ensure the future compliance in these matters.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

There is no material orders passed by the Regulators, Courts, and tribunals impacting going concern status and the Companys operations in future.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY

The Audit Committee comprises of following members as on 31 st March, 2025:

1. Mr. Jaykumar Deepakbhai Khatnani - Independent Director-Chairman 2. Mr. Hinil Patel - Independent Director - Member 3. Mr. Malay Bhow - Member No. of Audit Committee meetings held during the year and attendance of the members are mentioned below: SR. NO.	DATE ON WHICH THE AUDIT COMMITTEE MEETINGS WERE HELD	NAME OF MEMBERS ATTENDED THE MEETING
1.	25.09.2024	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow
2.	25.10.2024	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow

3.	23.11.2024	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow
4.	28.01.2025	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow

24. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY

The Nomination and Remuneration Committee comprises of following members as on 31 st March, 2025:

1. Mr. Jaykumar Deepakbhai Khatnani - Independent Director - Chairman

2. Mr. Hinil Patel - Independent Director - Member

3. Mr. Malay Bhow - Member

No. of Nomination and Remuneration Committee meetings held during the year and attendance of the members are mentioned below:

Sr. No.	Date on which the Nomination and Remuneration Committee Meetings were held	Name of Members attended the Meeting
1.	25.09.2024	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow
2.	25.10.2024	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow
3.	23.11.2024	1. Mr.Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow
4.	28.01.2025	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow

25. DISCLOSURE OF COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE OF THE COMPANY

The Stakeholders Relationship Committee comprises of following members as on 31 st March. 2025:

4. Mr. Jaykumar Deepakbhai Khatnani - Independent Director - Chairman

5. Mr. Hinil Patel - Independent Director - Member

6. Mr. Malay Bhow - Member

No. of Stakeholders Relationship Committee meetings held during the year and attendance of the members are mentioned below:

Sr. No.	Date on which the Nomination and Remuneration Committee Meetings were held	Name of Members attended the Meeting
1.	25.10.2024	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow
2.	23.11.2024	1. Mr. Jaykumar Deepkbhai Khatnani 2. Mr. Hinil Patel Mr. Malay Bhow

26. VIGIL MECHANISM:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy which is available at the Companys website at https://www.bansalmultiflex.in/

27. CORPORATE GOVERNANCE REPORT

As the provisions regarding Regulations 17 to 27 except Regulation 23 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to the Company accordingly, Report on Corporate Governance is not applicable to the Company.

28. MANAGEMENNT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion and Analysis Report is attached as Annexure-III.

29. RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the

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management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section

30. INCREASE AND SUB DIVISION IN AUTHORISED SHARE CAPITAL:

There were no changes in Authorized Share Capital of the Company during the year.

31. INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

There were no changes in the Paid-Up Share Capital of the Company during the year.

32. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 AND STATUS OF THE SAME:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, as the said provision is not applicable to the Company.

33. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has established an Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no incidences of sexual harassment reported.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHAR THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

No frauds have been noticed or reported during the year under audit report which are reportable to the Central Government.

35. HUMAN RESOURCES

The employees have played a major role in the performance of the Company over the years. They will continue to be the Companys pillars of strength in the years to come as proper training and exposure to the new products will be forthcoming. Industrial relations in the Company were amicable throughout the year under review.

36. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned as per Annexure - IV.

37. COMPLIANCE WITH SECRETARIAL STANDARDS:

Our Directors confirm that, Company complies with applicable mandatory Secretarial

Standards issued by the Institute of Company Secretaries of India.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

It is not applicable to the Company during the year under review.

40. MATERNITY BENEFIT COMPLIANCE:

The Company is fully compliant with the Maternity Benefit Act, 1961, ensuring all eligible employees receive maternity benefits as prescribed. No violations were reported during the year.

41. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, co-operation and assistance given by them to the Company and their confidence reposed in the management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

FOR BANSAL MULTIFLEX LIMITED

SD/-

MALAY ROHITKUMAR BHOW CHAIRMAN & DIRECTOR

DIN- 02770605