Bansal Roofing Products Ltd Directors Report

BANSAL ROOFING PRODUCTS LIMITED

Regd. Office: 274/ 2, Samlaya Sherpura Road, Village: Pratapnagar, Taluka: Savli, Dist.: Vadodara 391520, Gujarat, India Tel. No.: 99250 60542 Email: cs@bansalroofing.com Website: www.bansalroofing.com CIN: L25206GJ2008PLC053761

To, The Members,

Bansal Roofing Products Limited

The Directors are pleased to present the 17th Annual Report detailing the Business & Operations of your Company Bansal Roofing Products Limited ("the Company") along with the Audited Financial

Statements for the year ended March 31, 2025.

This report read with the Corporate Governance Report, Management Discussion and Analysis Report & Financial Statements of the Company shall convey the organization structure, its Business Outlook & the performance of the Company.

The Annual Report is available on the website of the Company www.bansalroofing.com

1. Financial Highlights

The Companys financial performance for the year under review along with previous years figures is given here under:

(Amount in Lakhs)

Particulars	2024-25	2023-24
Total Revenue including other Income	9675.29	10,578.82
Profit before Finance cost, Depreciation & Taxes	930.40	665.86
(Less): Finance cost	(39.62)	(58.27)
(Less): Depreciation & Amortization Expenses	(147.56)	(127.91)
Profit before Exceptional Item & Taxes	743.22	479.68
(Less): Exceptional Item	-	-
Profit Before Taxes	743.22	479.68
(Less): Tax Expenses	(189.41)	(125.11)
Profit for the Year	553.81	354.57
Other Comprehensive Income	(0.66)	0.66
Total Comprehensive Income	553.15	355.23
Earnings per Share	4.20	2.69

All significant accounting policies and in the financial statements as on March 31, 2025.

2. Performance Highlights

During the year under review, the Company achieved a turnover of 9,675.29 lakhs as against 10,578.82 lakhs in the previous year. Despite a marginal decline in revenue, the Company reported a significant ency,effici effective cost nal improvement in profitability due fr management,andhighercontribution -added products.

The operating EBITDA stood at 930.40 lakhs compared to 665.86 lakhs in the previous year, reflecting a growth of 39.66%. Profit After Tax (PAT) increased substantially to 553.15 lakhs from 355.23 lakhs in the previous year, marking a 55.67% growth. This improvement demonstrates the Companys ability to enhance margins and profitability even in a year of moderated turnover.

The year-on-year changes in key financial metrics are summarized below:

Particulars	Percentage (%) increase
Revenue	-8.53 %
EBIDTA	39.66 %
PAT	55.67 %

3. Future Outlook

The fiscal year 2024-25 witnessed significant progress in our expansion journey. Phase 3 construction was successfully completed in August 2024, providing an additional covered area of approximately 46,500 sq ft and enhancing our pre-engineered building (PEB) production capacity to 800 MT*. In response to immediate operational requirements, Phase 4 was constructed using lighter steel sections to expedite completion and optimize costs, adding approximately 17,000 sq ft of covered space for raw material storage.

Looking ahead, the management has initiatedplans tore-construct Phase 4 with the originally planned heavy steel sections and simultaneously commence Phase 5, which will include an approximately 15,000 sq ft dedicated exclusively to painting PEB structures. Upon completion, these expansions will increase our total constructed shed area to nearly 155,000 sq ft, enabling production capacity of up to 1,000 MT* of PEB. This strategic expansion, with an estimated additional outlay of around 2 crores, positions Bansal Roofing Products Ltd. for enhanced operational efficiency and sustainable growth in the coming years.

*(Capacity is based on 2 shifts of8 hours each)

4. Dividend

Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 (‘the Listing Regulations), as amended from time to time, the

Company has formulated its Dividend Distribution Policy (DDP), the details of which are available on the Companys website at https://www.bansalroofing.com/other-policies/ . Considering the financial results and the performance of the Company during the year under review, as compared to the previous year the Board of Directors is pleased to recommend a dividend of Rs. 1/- per equity share of Rs. 10/- each for the Financial Year 2024-25. This dividend amounting to Rs. 131.83 lakhs is payable after approval by the Shareholders at the ensuing Annual General Meeting (AGM) and you are requested to declare the same.

5. Reserves

The Company has not proposed any amount to be transferred to the General Reserve.

6. Share Capital

Authorised Share Capital

The Authorised Share Capital of the Company as on March 31, 2025 stood at Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Paid-up Share Capital

The paid-up equity share capital of the Company is Rs. 13,18,32,000/- (Rupees Thirteen Crore Eighteen Lakhs Thirty-Two Thousand Only) divided into 1,31,83,200 (One Crore Thirty-One Lakhs Eighty-Three Thousand Two Hundred only) equity shares of Rs. 10/- each.

During the year, the Board of Directors of the Company has not allotted any equity shares under review: a. Buy Back of Securities: The Company has not bought back any of its securities during the year under review. b. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review. c. Bonus Shares: The Company has not issued any Bonus Shares during the year under review. d. Employee Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

7. Certification ISO 9001:2015

The Company is certified for integrated management systems comprising of quality management system (ISO 9001:2015), for manufacture and supply of Pre-engineering Building and its allied products and the same is valid up to 27th June, 2027.

8. Credit Rating

CRISIL has provided the Company rating under CRISIL SME Grading. CRISIL SME Grading is an indicator of overall creditworthiness of an enterprise arrived at by analysing its operating and financial strength. The SME Grading is provided on an 8-point scale. The company has been rated "SME 1" Grading which means Highest level of Creditworthiness.

9. Report of Frauds

During the year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

10.Change in the Nature of Business

During the year under review, there has been no material change(s) in the business of the Company or in the nature of business carried by the Company.

11.Material Changes and Commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report

The Company has not made any material changes or commitments which affect the financial position of the Company between the end of the financial year to which the financial statements relate and the date of signing of this report.

12.Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future

No significant or material orders passed by the regulators or courts or tribunals impacting the concern status and Companys operation in future during the financial year 2024-25 or subsequent to the close of the financial year of the Company to which financial statement relates and the date of the report.

13.Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

Internal Financial Controls are an integrated part of the risk management process. The Company has adequate internal financial controls in place to address financial and financial reporting risks during 2024-25. The internal financial controls with reference to the financial statements are commensurate the size, scale and complexity of its operations. The Audit committee defines the scope and authority of the Internal Auditor. The Audit Committee, comprises of professionally qualified Directors, who interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference. The Company has a proper and adequate system of internal controls. Adequate internal financial controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition.

14.Performance and financial position of each of the subsidiaries, associates, and joint venture Companies

The Company has no Subsidiaries, Joint ventures, or Associates.

15.Public Deposits

The Company has neither invited nor accepted public depositswithinthemeaningofSection 73 and

76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

16.Annual Return

The Annual Return as required under Section 92(3) and Section 134(3)(a) of the read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available at website of the company https://www.bansalroofing.com/annual-return-u-s-92-of-companies-act-2013/ under the head "Disclosures under Regulation 46 of SEBI LODR" under Investor Relations Tab.

17.Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out herewith as Annexure-A forming part of this report.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith as Annexure-A.

18.Corporate Social Responsibility (CSR)

Pursuant to Section 135 of Companies Act, 2013, every company having Net Worth of Rupees Five Hundred Crores or more (or) Turnover of Rupees One Thousand Crores or more (or) a Net Profit of Rupees Five Crores or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR), are not applicable to the Company for the financial year 2024 25 as the Company did not meet the specified criteria prescribed under sub-section (1) of Section 135 of the Act.

The CSR Policy of the Company is available on the website of the Company https://www.bansalroofing.com/other-policies/ under the head "Policies of the Company".

19. Board of Directors and Key Managerial Personnel

(a) Details of Appointment/Re- appointment/ Resignation of Directors and Key Managerial Personnel:

Mrs. Sangeeta Gupta had requested for change in her designation from Whole Time Director to Non-Executive Director of the Company due to her personal occupancy. The board in its meeting held on May 24, 2024 approved the redesignation of Mrs. Sangeeta Gupta from Whole Time Director to Non-Executive Director of the Company.

In accordance with the Articles of Association of the company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mrs. Sangeeta Gupta, Non-executive Director of the Company retire by rotation at the 16th Annual General Meeting and being eligible have offered herself for appointment.

There were no other changes in the Directors and Key Managerial Personnel during the F.Y. 2024-25 except as mentioned above.

The Policy on Appointment and Remuneration of Directors, KMPs and other Employees has been framed by the company and the same is available on the website of the company www.bansalroofing.com under the head "Policies of the Company" under the "Investor

Relations" Tab.

List of Board of Directors and KMP as on March 31, 2025.

Name of Director	Designation	Date of Appointment	Date of Re-appointment	Date of Cessation
1 Kaushal Gupta	Managing Director	01.05.2008	01.08.2021	-
2 Sangeeta Gupta	Non-Executive Director	09.01.2014	*	-
3 Kailash Bansal	Whole-Time Director	24.08.2020	*	-
4 Enu Shah	Independent Director	22.03.2021	-	-
5 Arpita Shah	Independent Director	04.08.2022	-	-
6 Ravi Bhandari	Independent Director	05.02.2021	-	-
7 Ritu Bansal	Company Secretary and Compliance Officer	08.02.2024	-	-
8 Chirag Rana	Chief Financial Officer	18.05.2017	-	-

*Mrs. Sangeeta Gupta and Mr. Kailash Bansal are the directors liable to retire by rotation every year. Therefore, Mrs. Sangeeta Gupta was re-appointed as NED liable to retire by rotation on conclusion of 16th AGM held on September 21, 2024. This FY 24-25 Mr. Kailash Bansal offers himself for reappointment as he is liable to retire by rotation.

(b)Statement on declaration given by Independent Directors under Section 149(6) of the Act:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

According to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.

(c) A Statement with regard to Integrity, Expertise and Experience of Independent Directors:

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company appointed during the year possesses integrity, relevant expertise and experience required to best serve the interest of the Company.

Name of Independent Director	Brief Profile
1. Ms. Enu Shah	She is a qualified Chartered Accountant and MBA Finance Postgraduate. She has been in industry for more than a decade. She serves the board of the Company (Bansal Roofing Products Limited) as an Independent Director since past 3 years. She is a finance and analytical expert, focused at FP&A areas.
	Her expertise and guidance are of immense support to Companys Accounts and Finance team. Under her vigilance company is benefitted in managing Banking and Financial Operations as well.
	She has previously worked with Chartered Accountant Firm Naresh and Co, Mercury Laboratories Ltd., Ranpura and Shah, Worth Corporate Solutions Pvt. Ltd. She has hands on experience in Project Finance, Renewable Energy Finance, Indirect Taxation, Audit Compliance. Her versatile experience benefits company is many ways. She is a TEV and Financial Due Diligence Expert and is associated with renowned consultants in Gujarat.
	Her financial knowledge and problem-solving approach enable companys Board to work with vigilance and trespass ambiguity.
2. Mr. Ravi Bhandari	He is a Senior Management professional having Engineering Degree with around 27 years of Industry experience in various Corporates & another 6 years as an Independent Business & strategy Advisor.
	His experience spans across various fields, from Projects, Techno commercial, Business handling with P&L responsibility, etc. He has worked with different sectors like Manufacturing, Petrochemicals, Petroleum, Telecommunications and Healthcare.
	His expertise lies in defining Problem Statement & then drive it through excellent ‘Execution to achieve desired outcomes/results. Spectrum of his experience spans from stabilizing the Organization, nurturing it, driving expansion through various modes and eventually leading an organization towards Profitability / Public. He has a knack of evolving / developing various Business / Engagement Models to create a Win-Win proposition. He has an excellent command to design strategic Acquisition Plans. He has Worked with Entrepreneurs from various domains and sizes to understand their vision and help them attain that by crafting specialized strategy for them. As an Industry expert, he has been on various Govt panels & committees too. He is also an Independent Director and on Board of a listed entity apart from being on board of a couple of Unlisted entities & Start-ups.
3. Mrs. Arpita Shah	Mrs. Arpita T. Shah is a qualified Chartered Financial Analyst by profession having experience of more than 16 years.
	She started her career as Equity Research Analyst in 2005 and gained the first-hand experience of Interacting with Investors, writing of Research Reports, keeping Coverage of Industry Related news, Global Trends and Developments. Since 2012 she is working as an Independent Financial Advisor.
	Macroeconomics to microeconomics, Global Trends to Geopolitical movements. Current Affairs and the Consumption Cycle are her area of interest and expertise. Professional Qualification:
	Chartered Financial Analyst from ICFAI University, Tripura in the Year 2009.
	Master of Commerce in the year 2008 from M. S. University, Vadodara
	Bachelor of Commerce with Gold Medal in the year 2006 from M. S. University, Vadodara Professional Affiliations:
	Member of Indian Institute of Corporate Affairs of India.
	Achievements/ Awards:
	Late Shri. M M Chokshi Gold Medal from M. S. University, Vadodara in the year 2006;
	Amita Vishnu Prasad Vyas Memorial Gold Medal from M. S. University, Vadodara in the year 2006;
	Prof. V. Y. Kolhatkar Gold Medal from M. S. University, Vadodara in the year 2006;
	Shri. Panubhai Hiralal Majmudar Gold Medal from M. S. University, Vadodara in the year 2006.

(d)Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board, its committees and individual Directors which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

(e) Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the industry in which company operates. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the industry, their training and familiarization were conducted in the below mentioned areas:

The Roles, Rights, Responsibilities and Duties of Independent Directors;

Business Development Strategies & Plans;

Changes brought in by the introduction of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

Changes in Securities and Exchange Board of India (Listing obligations and Disclosures Requirements) Regulations, 2015;

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, a document for Director Familiarisation Programme has been framed (which is available on website of the company https://www.bansalroofing.com/other-policies/ under head "Policies of the Company" under "Investor Relations" Tab and the Independent Directors are apprised with the same in the Board Meeting.

20.Number of Meetings of the Board

Four meetings of the Board of Directors were held during the Financial Year 2024-25. The details of the meetings of the Board of Directors of the Company during the Financial Year 2024-25 are given in the Corporate Governance Report which is annexed herewith as Annexure B. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

21.Committees of the Board

The Board of Directors has the following Committees as on March 31, 2025:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

The details of the above-mentioned committee along with their Composition, Number of Meetings, held and attendance at the meetings are provided in the Corporate Governance Report which is annexed herewith as Annexure B.

22.Policies adopted by the Company

To follow the best practice of Good Corporate Governance & Transparency in its operations, the Company has set rules for its internal working and smooth functionality of its operations embedded the Companys policy. The policies adopted by the Company are as follows:

i. Whistle Blower Policy ii.Corporate Social Responsibility Policy iii. Policy for Determination of Legitimate Purpose iv. Board Diversity Policy v. Policy on Preservation of Documents vi. Director Familiarisation Programme

vii. Policy on Materiality of RPTs viii. Policy for determination legitimate purpose for sharing of UPSI ix. Policy for Appointment & Remuneration of Directors, KMPs and Employees. x. Web Archival Policy xi. Policy for procedure of inquiry in case of leak of UPSI. xii. Code of Conduct for the Board Members and Senior Management Personnel xiii. Code of Fair Disclosure of Unpublished Price Sensitive Information xiv. Internal Control Policies & Procedures for Prevention of Insider Trading xv. Policy on prevention of Sexual Harassment at Work Place xvi. Criteria for making payments to Non-Executive Directors xvii. Dividend Distribution Policy xviii. Terms & Conditions of Appointment of Independent Directors

23. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22(1) of SEBI Listing Regulations, the Company has established a Whistle Blower Policy to provide a formal vigil mechanism to the Directors and employees to report their grievances / concerns about instances of unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of your Company have been denied access to the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The Whistle Blower Policy is explained in the Corporate Governance Report and the same can be accessed from the Companys website https://www.bansalroofing.com/other-policies/ under the head "Policies of the Company" under the "Investor Relations" Tab.

24.Particulars of Loans given, Guarantee given, Investment made and Securities provided by Company (Section 186)

The Company has not given any Loan or Guarantee or security or made any investment during the financial year.

25.Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The

Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as

Annexure C in Form AOC-2.

The policy on materiality of Related Party Transactions and dealing with RPTs has been framed and the same has been uploaded on website of the company https://www.bansalroofing.com/other-policies/ under the head "Policies of the Company" under "Investor Relations" Tab.

26.Managerial Remuneration

Disclosures pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure D.

The Policy on Appointment and Remuneration of Directors, KMPs and other Employees has been framed by the company and the same is available on the website of the company https://www.bansalroofing.com/other-policies/ under the head "Policies of the Company" under

"Investor Relations" Tab.

27.Auditors

Statutory Auditors

M/s. Santlal Patel & Co., Chartered Accountants, were re-appointed as the Statutory Auditors of the Company to hold the office for second term of 5 years from the conclusion of the 11th Annual General Meeting until the conclusion of 16th Annual General Meeting of the Company to be held in the year 2024.

In Board Meeting held on 24.05.2024 and on recommendation of Audit Committee, Board Members approved the appointment of M/s. Parik Shah Chotalia & Associates, Chartered Accountants (FRN: 118493W), as Statutory Auditors of the Company for a term of 5 years from the conclusion of the 16th Annual General Meeting until the conclusion of 21^st Annual General Meeting of the Company to be held in the year 2029.

M/s. Parik Shah Chotalia & Associates, Chartered Accountants had confirmed that they are not disqualified from being appointed as the Statutory Auditor of the Company.

Internal Auditors

Mr. Vipul Mahendrakumar Dalal (Membership Number: 103667), Chartered Accountant was appointed as Internal Auditor of the Company for the Financial Year 2024-25 at a remuneration to be decided mutually by the said Auditor and the Company.

Secretarial Auditor

Mr Devesh R. Desai, Practising Company Secretary has been appointed to conduct Secretarial Audit of the Company as per provisions of Section 204 of The Companies Act, 2013 and to issue Annual Secretarial Compliance Certificate pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015. The Secretarial Audit Report and Annual Secretarial Compliance Report have been annexed to this Report as Annexure E & Annexure F respectively.

Cost Auditor

M/s Shivam Dave & Co., Cost Accountants (FRN: 005880 & Membership No.: 53526) be and are hereby appointed as the Cost Auditors of the company to conduct Audit of Cost Records made and maintained by the company for Financial Year 2024-25 on a remuneration as may be mutually agreed by the said Auditor and the Company and to hold office for a term of 5 (five) consecutive years starting from the conclusion of this Annual General Meeting until the conclusion of the 21^st Annual General Meeting of the Company to be held in financial year 2030 at such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditors Reports

Neither the Statutory Auditors nor the Secretarial Auditors of the Company in their respective draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

28.Corporate Governance Report

The Company believes in conducting its affairs in a fair, transparent, and professional manner along with good ethical standards, transparency, and accountability in its dealings with all its constituents. The Company has complied with all the mandatory requirements of Corporate Governance norms as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The separate Report on Corporate Governance is annexed herewith as Annexure B and the

Secretarial Auditors Certificate on the Compliance of Corporate Governance thereon forms part of this report as Annexure G.

29.Management Discussion and Analysis Report

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately vide Annexure H and forms part of this Boards Report.

30.Risk Management Policy of the Company

The Company is not required to constitute Risk Management Committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

31.Directors Responsibility Statement

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors here by confirm that:

(a) In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting the fraud and irregularities;

(d) The Directors have prepared the Annual Accounts on a ‘Going Concern Basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

32.Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is fully committed to uphold and maintain the dignity of every woman working with the Company. The company has Zero tolerance towards any action on the part of any one which may fall under the ambit of "Sexual Harassment at workplace."

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Complaint Committee ("ICC") for its workplaces to address complaints pertaining to Sexual Harassment in accordance with the POSH Act.

The complete detailed policy for Prevention of Sexual Harassment at Workplace which ensures a free and fair enquiry process with clear timelines for resolution has been framed and uploaded on the website of the company https://www.bansalroofing.com/other-policies/ under the head

"Policies of the Company" under "Investor Relations" Tab.

The following is the summary of sexual harassment complaints received and disposed of during the year: 1.) No. of complaints received: NIL 2.) No. of complaints disposed off: NIL

33.Maternity Benefit Act

As part of our continued commitment to employee welfare and inclusive workplace practices, the company ensures full compliance with the Maternity Benefit Act and other applicable labor laws. In the reporting year, eligible female employees were provided with access to medical benefits and flexible work arrangements post-maternity, where applicable. The company recognizes the importance of supporting working mothers and fostering a work environment that promotes health, well-being, and work-life balance. We remain dedicated to enhancing our employee support programs to align with evolving needs and best practices in the industry.

34.Maintenance of Cost Records

The Company was required to maintain Cost Records as specified by the Central Government pursuant to Section 148(1) of the Act and the Company has made and maintained accounts and records accordingly.

35.Compliance with Secretarial Standards

During the year under review, your Company has complied with all the applicable Secretarial

Standards issued by the Institute of Company Secretaries of India ("ICSI").

36.No application/ proceedings pending under IBC

Neither any application is made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in the regard.

37.Failure to Implement any Corporate Action

During the year under review, no such instance where the Company has failed to complete or implement any corporate action within specified time limit.

38.Business Responsibility Report

The Business Responsibility Report under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended March 31, 2025. Therefore, there is no requirement to submit a separate report by the company.

39.Stock Exchanges where the Securities are Listed

BSE Ltd. ("BSE") Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001. The Company pays annual listing fees to BSE. No shares of the Company were delisted during financial year 2024-25.

40.Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and

Analysis describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

41.Investor Education and Protection Fund ("IEPF")

Pursuant to the provisions of Section 124 and other applicable provisions, if any, of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the Board hereby takes note that the amount lying in the Unpaid Dividend Account for the Financial Year 2017 18 has remained unclaimed and unpaid for a period of seven years from the date of declaration of dividend and accordingly the Company has published the notice in newspaper stating the shareholders to claim their dividend on or before October 20, 2025, thereafter the unclaimed amount will be transferred to IEPF.

Further, during the year under review, no amount required to be transferred to Investors Education Protection Fund.

Mrs. Ritu Kailash Bansal, Company Secretary and Compliance Officer of the Company has been appointed as Nodal Officer of the Company.

42.Acknowledgement

The Directors take this opportunity to express their appreciation for the co-operation to all the suppliers and customers who have been associated with the Company as partners. The Directors would also like to take this opportunity to thank the financial institutions, banks, regulatory and government authorities as well as the shareholders for their continued co-operation and support. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company. We look forward to further support.

For and on Behalf of the Board of

Bansal Roofing Products Limited

Sd/-

Kaushalkumar S. Gupta

Chairman & Managing Director

DIN: 02140767

Date: August 04, 2025

Place: Vadodara