Your Directors are pleased to present their Forty First (41^st) Annual Report on the business and operations of the
Company, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on
March 31, 2026.

FINANCIAL SUMMARY

Your Company''s performance during the financial year ended on March 31,2026 along with previous year''s figures is
summarized below:

('' in Million)

RESERVES

During the year, no amount is proposed to be transferred to reserves.

REVIEW OF BUSINESS OPERATIONS AND
THE STATE OF COMPANY’S AFFAIRS
ON STANDALONE BASIS

Your company has achieved a total turnover of '' 40,107.91
Million during the financial year 2025-26 as against
'' 32,032.09 Million in the previous financial year 2024-25.
The net profit after tax of the company for the financial
year 2025-26 is '' 1,297.46 Million as against '' 1,251.61
Million for the previous financial year 2024-25.

The export of the company during the year were
'' 3,693.16 Million as compared to '' 3,288.07 Million
during the previous financial year 2024-25.

ON CONSOLIDATED BASIS

Your Company has achieved a consolidated turnover of
'' 41,597.86 Million during the Financial Year 2025-26
under review as against '' 35,071.68 Million in the previous
financial year 2024-25. The consolidated net profit after
tax of the company for the financial year 2025-26 under
review is '' 1,609.42 Million as against '' 1,463.66 Million
for the previous financial year 2024-25.

The detailed operational performance of your Company
has been comprehensively discussed in the Management
Discussion and Analysis Report. The audited financial
statements, including the consolidated financial
statements and related information of the Company
are available at https://bansalwire.com/financials-of-
the-company/ and audited financial statement of its
wholly owned subsidiary Companies are available on the
Company''s website at https://bansalwire.com/audited-
financial-statements-of-subsidiary/

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (''SEBI Listing
Regulations''), the Board of Directors of the Company (the
''Board'') approved and adopted the Dividend Distribution
Policy (the ''Policy'').

The Policy is available on the website of the Company at
https://bansalwire.com/wp-content/uploads/2024/09/
Dividend-Distribution-Policy.pdf

DIVIDEND

With a view of augmenting the financial resources for
generating stable growth, the Board of Directors of the
company has decided to carry forward entire profit and
hence, they have not recommended any dividend on the
Equity Shares of the Company for the financial year ended
on March 31, 2026.

DIRECTORS AND KEY MANAGERIALPERSONNEL

DIRECTORS

During the period under review the Company ensured
that the Board has an optimum combination of Executive
and Non-Executive Directors, in line with the applicable
provisions of the Companies Act, 2013 ("the Act") and the
SEBI Listing Regulations requirements. All the Directors
on the Board are persons of eminence and possess
the requisite skills, expertise, integrity, competence as
well as experience. Thereby ensuring best interest of
stakeholders of the Company.

At the end of the Financial Year, the Board comprised
of 7 Directors, out of which 4 are Independent Directors
(Out of them 2 are women directors), 2 are Whole time
Directors and 1 is Managing Director & CEO. The name of
Directors are given below:

*Note: Subsequent to the close of the financial year, Smt. Sunita
Bindal, Independent Director, resigned from the Board with effect
from the close of business hours on August 12, 2026. Further, Shri
Ramesh Kumar Choubey was appointed as an Additional Director
(Non-Executive Independent Director) on the Board of the Company
for a term of five consecutive years with effect from August 12, 2026
till August 11, 2031, subject to approval of the shareholders of the
Company.

DIRECTORS’ APPOINTMENT AND RE¬
APPOINTMENT

During the year under review, pursuant to Section 149
of Companies Act, 2013 and rules made thereunder
as amended from time to time and in accordance with
the applicable Regulations of SEBI Listing Regulations
and based on the recommendation of Nomination and
Remuneration Committee ("NRC"), the Board of Directors
of the Company has re-appointed , Shri Satish Prakash
Aggarwal as an Independent Director (Non-Executive) of
the Company for a second term of 5 consecutive years
w.e.f. July 13, 2025. Further, the said re-appointment was
also approved by the members through Postal Ballot.
There were no resignation, retirement, or any other
change in the composition of the Board of Directors of the
Company. The existing Directors continued to hold their
respective positions throughout the year.

Further, pursuant to the applicable provisions of
Companies Act, 2013 and SEBI Listing Regulations the
Board of Directors, on the recommendation of the
Nomination and Remuneration Committee, at its meeting
held on August 12, 2026, has appointed Shri Ramesh
Kumar Choubey (DIN: 10545097) as an Additional
Director (Non-Executive Independent Director) for a
term of five consecutive years, from August 12, 2026 till
August 11, 2031, subject to the approval of shareholders
at the ensuing Annual General Meeting of the Company.
Further, in the opinion of the Board, Shri Ramesh Kumar
Choubey is a person of integrity and fulfils requisite
conditions as per applicable laws and is independent of
the management of the Company.

RE-APPOINTMENT OF DIRECTORS RETIRING BY
ROTATION

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 read with the rules made thereunder
and as per the Articles of Association of the Company,
one-third of the total number of directors (excluding
Independent Directors) shall be liable to retire by rotation.

Accordingly, Shri Arun Gupta, Whole Time Director (DIN:
00255850) retires by rotation at the ensuing AGM and
being eligible, offers himself for re-appointment.

The Board recommends his re-appointment at the
ensuing AGM. This proposal regarding re-appointment
will be placed for the approval of shareholders in the
ensuing AGM.

Cessation

During the year under review, no cessation took place.
However, subsequent to the end of the financial year,
Smt. Sunita Bindal (DIN:02154275), resigned from the
position of Independent Director of the Company with
effect from the close of business hours on August 12,
2026 and consequently ceased to be a Director of the
Company with effect from the said date.

CHANGE IN DESIGNATION

During the financial year under review, there was no
change in the designation of the Board of Directors of the
Company.

INDEPENDENT DIRECTORS’ DECLARATION

Pursuant to the provisions of Section 134(3)(d) of the Act,
the Company has received individual declarations from
every Independent Director under Section 149(6) & (7) of
the Act and regulation 16(1)(b) the SEBI Listing Regulations
confirming that they meet the criteria of independence as
prescribed under the Act and the SEBI Listing Regulations
and are not disqualified from continuing as Independent

Directors and that they have registered themselves as
an Independent Director in the data bank maintained
with the Indian Institute of Corporate Affairs (IICA). The
Independent Directors of the Company have complied
with the Code for Independent Directors as prescribed
in Schedule IV to the Act. Based on the declarations
received from the Independent Directors, the Board of
Directors recorded its opinion that all the Independent
Directors are independent of the management and have
fulfilled the conditions as specified under the governing
provisions of the Act read with the rules made thereunder
and the SEBI Listing Regulations.

The Board is of the view that there has been no change
in circumstances affecting the status of the Independent
Directors of the Company. The Board also believes that
the Independent Directors maintain the highest standards
of integrity and have the requisite proficiency, expertise,
and experience to effectively fulfil their responsibilities.

The details of the familiarization programmes imparted to
the Independent Directors are covered in the Corporate
Governance Report forming part of the Annual Report.

KEY MANAGERIAL PERSONNEL

During the financial Year, there is no change in the Key
Managerial Personnel of the Company. At the end of the
Financial Year, there were 5 Key Managerial Personnel in
the Company. The details are given below:

MATERIAL CHANGES AND COMMITMENTS,
IF ANY, 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 THE REPORT
There have been no material changes or commitments
affecting the financial position of the company for the
financial year 2025-26 and till the date of this report.

WHISTLE BLOWER POLICY/VIGIL
MECHANISM

In compliance with Sections 177(9) and 177(10) of the Act,
read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations, the Company has implemented a
Whistle Blower Policy for Directors, officers, employees
and other stakeholders. The Policy is designed to promote
ethical business practices by providing a framework for
reporting and investigating concerns relating to unethical
behaviour, fraud, mismanagement and breaches of the
Company''s Code of Conduct. The same is detailed in
the Corporate Governance Report forming part of the
Annual Report. The Policy is available on the website of
the Company at https://bansalwire.com/wp-content/
uploads/2025/08/Vigil-Mechanism-Policy.pdf

CODE OF CONDUCT

To comply with the requirements of Regulation 17(5) of
the Listing Regulation, the Company has adopted Code
of Conduct ("the Code") for Board of Directors and Senior
Management Personnel. The code requires directors
and senior management personnel to act honestly,
fairly, ethically and with integrity, conduct themselves in
professional, courteous and respectful manner. The code
is displayed on the Company''s website https://bansalwire.
com/wp-content/uploads/2024/09/Code-of-conduct-of-
Board-of-Directors-and-Senior-Management-Personnel.
pdf.

CREDIT RATING

During the year under review, CRISIL Ratings Limited has
re-affirmed the credit rating for Long-Term and Short¬
Term debts on October 14, 2025.

Long Term CRISIL A /Stable

Short Term CRISIL A1

SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANY

As on March 31, 2026, your Company has two wholly
owned subsidiary companies namely, Bansal Steel &
Power Limited (BSPL) and BWI Steel Private Limited.

Bansal Steel & Power Limited: The Company continued to
hold 100% equity stake in Bansal Steel & Power Limited
during FY 2025-26, making it a wholly owned subsidiary of
the Company. The subsidiary is engaged in the business
of manufacturing and trading of steel wires.

BWI Steel Private Limited: The Company continued to
hold 100% of the equity share capital of BWI Steel Private
Limited during FY 2025-26, making it a wholly owned

subsidiary of the Company. The subsidiary has not yet
commenced its business activities and remained non¬
operational during the year.

Your Company does not have any associate or joint
venture company within the meaning of Section 2(6) of
the Companies Act, 2013, during the year under review.

Pursuant to the provisions of Section 129(3) of the
Act, a statement in AOC-1 containing salient features
of the financial statements of the with wholly owned
subsidiaries of the Company is annexed as ANNEXURE-1.
and their contribution to the overall performance of the
Company are provided as a part of the consolidated
financial statements

COMPLIANCE WITH SECRETARIAL
STANDARDS

During the year under review, applicable provisions of
Secretarial Standards i.e., SS-1 and SS-2 (as amended
from time to time) relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively have been
followed by the Company. Further, the Company has
in place proper systems to ensure compliance with the
provisions of the applicable Secretarial Standards issued
by The Institute of Company Secretaries of India (ICSI) and
such systems are adequate and operating effectively.

ANNUAL RETURN

In compliance with the provisions of Section 92(3) read
with Section 134(3)(a) of the Act, the draft annual return
in form MGT-7 as on March 31, 2026 is uploaded on
the website of the Company and is available at https://
bansalwire.com/wp-content/uploads/2026/08/Draft-
MGT-7-2026.pdf.

COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION

To comply with the provisions of Section 178 of the Act
and Rules made thereunder and Regulation 19 of the
SEBI Listing Regulations, the Company has a Nomination
and Remuneration Policy for Directors, Key Managerial
Personnel (KMP), Senior Management and other
Employees of the Company. The Policy includes, inter-
alia, the criteria for appointment and remuneration of
Directors, KMPs, Senior Management of the Company.
The remuneration is decided after considering various
factors such as qualification, experience, performance,
responsibilities shouldered, industry standards as well
as financial position of the Company. The Nomination
and Remuneration Policy can be accessed through
Company''s website https://bansalwire.com/wp-content/
uploads/2024/09/criteria-of-making-payments-to-non-
executive-directors.pdf

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance in terms of SEBI
Listing Regulations forms part of the Annual Report.
The certificate issued by M/s Ranjit Tripathi & Associates,
Practising Company Secretaries confirming the
compliance of conditions of corporate governance as
stipulated under Schedule-V of SEBI Listing Regulations is
annexed herewith as ANNEXURE-2.

PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

In line with the requirements under the Act and the
SEBI Listing Regulations, the Board undertook a formal
annual evaluation of its own performance and that of its
Committees, Chairperson and Individual Directors.

The Nomination & Remuneration Committee framed
questionnaires for evaluation of performance of the Board
as a whole, Board Committees (viz. Audit Committee,
Stakeholders'' Relationship Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility
Committee, Risk Management Committee and Banking &
Finance Committee); Directors and the Chairperson.

The Directors were assessed on various parameters,
including their contribution to Board discussions, level
of preparedness, openness to and appreciation of
fellow Directors'' perspectives, adherence to established
processes such as risk management, compliance and
internal controls, commitment to stakeholders including
shareholders, employees, vendors, customers and
understanding of the Company''s business and operations,
among other factors.

The Board was similarly evaluated on key aspects such
as its composition, effectiveness in providing strategic
direction, focus on corporate governance, oversight of
risk management and adequacy of financial controls.

The feedback of Directors on the questionnaire(s)
was considered by the Nomination & Remuneration
Committee and Board of Directors at their respective
meetings. The Board will strive to utilize the findings of
the evaluation process constructively to enhance its
effectiveness and achieve improved overall performance.

Separate meeting of Independent Directors were also
held to:

• Review the performance of the Non - Independent
Directors and the Board as a whole.

• Review the performance of the Chairman of the
Company considering the views of the other Directors
of the Company.

• Assess the quality, quantity and timeliness of flow of
information between the Company''s management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

For more details, kindly refer the policy on evaluation of
performance of Board of Directors. The Policy is available
on the website of the Company at https://bansalwire.
com/wp-content/uploads/2024/09/Policy-on-Evaluation-
of-Performance-of-Directors-and-BOD.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to
the best of their knowledge and ability, confirm that:

• in the preparation of the annual accounts for
the financial year ended on March 31, 2026, the
applicable Accounting Standards have been followed
and there are no material departures.

• such accounting policies have been selected and
applied consistently and judgments and estimates
have been made that are reasonable and prudent to
give a true and fair view of the state of affairs of the
Company as on March 31, 2026 and of the profit of
the Company for the year ended as on that date.

• proper and sufficient care have been taken 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.

• the annual accounts have been prepared on a going
concern basis.

• proper internal financial controls were in place and
such internal financial controls were adequate and
operating effectively and

• proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

SHARE CAPITAL AND CHANGE IN CAPITAL
STRUCTURE

There was no change in the authorised, issued, subscribed
and paid-up share capital of the Company during FY
2025-26. The Authorised Capital of the Company is
'' 900.00 Million and issued, subscribed and paid-up share
capital is '' 782.78 Million as on March 31,2026.

Sub-division/Split of Equity Shares and Alteration
of Memorandum of Association

Subsequent to the end of the financial year, the Board of
Directors of the Company, at its meeting held on August
12, 2026, considered and approved, the sub-division/
split of 1 (One) existing Equity Share of the Company
having a face value of ''5/- (Rupees Five only) each, fully
paid-up, into 5 (Five) Equity Shares having a face value
of '' 1/- (Rupee One only) each, fully paid-up, subject to
the approval of the Shareholders of the Company at the
ensuing Annual General Meeting of the Company.

In furtherance thereof, the Board of Directors also
approved the alteration of the Capital Clause of the
Memorandum of Association of the Company, subject
to the approval of the Shareholders, to give effect to the
aforesaid sub-division of Equity Shares, pursuant to which
the altered Clause V shall stand substituted accordingly.

AUDITORS
STATUTORY AUDITOR

M/s Prateek Gupta & Company, Chartered Accountants
(Firm Registration Number: 016512C) were appointed as
Statutory Auditors of the Company at the Annual General
Meeting (AGM) held on September 30, 2024 for a term
of five consecutive years i.e., from the conclusion of 39^th
AGM till the conclusion of 44^th AGM of the Company
pursuant to Section 139 of the Companies Act, 2013.

The observation/comment of Statutory Auditor in their
audit report are self-explanatory and therefore do not call
for any further clarification/comment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and
rules made thereunder and pursuant to Regulation 24A
of SEBI Listing Regulations and on the recommendation
of the Audit Committee and Board of Directors, the
Shareholders in the 40^th AGM have appointed M/s. Ranjit
Tripathi & Associates, Practicing Company Secretaries,
holding a valid Peer Review Certificate, (Peer Review
Certificate No.: 3294/2023 issued by Institute of Company
Secretaries of India) as the Secretarial Auditors of the
Company for a period of five (5) consecutive years
commencing from Financial Year 2025-26, to conduct the
Secretarial Audit of the Company.

The Report of the Secretarial Auditor for the FY 2025-26
is annexed herewith as ANNEXURE-3. The Observation/
remark contained therein was duly addressed by the
Company and did not have any adverse impact on the of
investors.

Further, Secretarial Audit of the material unlisted
subsidiary viz. Bansal Steel & Power Limited (BSPL) for
FY 2025-2026, as required under Regulation 24A of SEBI

Listing Regulations, has been conducted by M/s Ranjit
Tripathi & Associates, Practicing Company Secretaries.
The Secretarial Audit Report of BSPL is annexed herewith
as ANNEXURE-4 and does not contain any qualification,
reservation, adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of SEBI Listing Regulations,
Annual Secretarial Compliance Report for the financial
year ended March 31, 2026 on compliance of all
applicable SEBI Regulations and circulars/ guidelines
issued thereunder, was obtained from M/s Ranjit Tripathi
& Associates, Secretarial Auditors and submitted to the
stock exchanges.

COST AUDITOR

In terms of the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
and on the recommendation of Audit Committee, the
Board of Directors at its meeting held on July 22, 2026 has
appointed M/s Ashish & Associates, Cost Accountants,
Delhi (Firm Registration No. 103521) as Cost Auditor
to carry out cost audit of records maintained by the
Company in relation to its business of manufacturing of
steel wire for the financial year 2026-27.

In compliance with the provisions of Section 148 of the
Act, the Company has prepared and maintained its cost
records for the financial year 2025-26. The Cost Audit
Report issued for the financial year 2025-26, does not
contain any qualification, reservation, or adverse remark.

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies
Act 2013, read with rule 13 of the Companies (Accounts)
Rules, 2014 and other applicable provisions, if any of the
Companies Act 2013, (including any statutory modification
(s) or re-enactment thereof for the time being in force)
and on the recommendation of Audit Committee, the
Board of Directors of the Company in their meeting
held on July 22, 2026 has appointed M/s S N Garg &
Co, (FRN: 002207C), Chartered Accountants, Ghaziabad,
Uttar Pradesh as Internal Auditor of the Company for
the Financial year 2026-27 at a remuneration of Rs. 0.25
Million (plus applicable taxes and reimbursement of out
of pocket expenses).

The Audit Committee considers and reviews the Internal
Audit Report for the financial year 2025-26 submitted by
S.N Garg & Co., Chartered Accountants, Internal Auditor
of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to implementing
socially beneficial initiatives that contribute to the welfare
and sustainable development of the wider community

through its Corporate Social Responsibility (CSR) efforts.
In accordance with Section 135 of the Companies Act,
2013 and in accordance with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 a Corporate
Social Responsibility (CSR) Committee of the Board has
been constituted.

Details regarding the composition, terms of reference
and other relevant information pertaining to the CSR
Committee are provided in the Report on Corporate
Governance, which forms an integral part of this
Annual Report. The CSR Committee has formulated
and recommended to the Board a CSR Policy that
outlines the CSR projects and activities proposed to be
undertaken by the Company. The CSR Policy is available
on the Company''s website at https://bansalwire.com/wp-
content/uploads/2024/09/CSR-Policy.pdf.

During the year the Company has spent '' 19.70 Million on
CSR Activities. The Report on the CSR Activities is annexed
herewith marked as ANNEXURE-5.

PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES/
SECURITIES GIVEN

The Company is in compliance with the provisions
of section 186 of Companies Act, 2013 and details of
investments made and loans/ guarantees/securities given,
as applicable, are given in notes to Financial Statements
for the year ended March 31, 2026.

COMPLIANCE

During the Financial Year 2025-26, various departments
of the Company have ensured compliance with all
applicable laws, rules, regulations, guidelines and
statutory requirements relevant to their respective areas
of operations.

The Company has implemented appropriate internal
systems, policies and processes to monitor and ensure
timely compliance with applicable statutory and
regulatory requirements. Compliance responsibilities
are assigned to the respective functional heads, who
periodically review the status of compliances within their
domains and report the same to the management.

The Board is satisfied that the Company''s compliance
mechanism is adequate and effective and continues to
strengthen its compliance processes to address evolving
statutory and regulatory requirements and to uphold the
highest standards of corporate governance.

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTY

All contracts /arrangements /transactions entered into
by the Company with related parties during the year
under review, were in ordinary course of business of

the Company and on arms'' length basis. The Company
has not entered into any contract or arrangement with
related parties which could be considered "material" that
required shareholders approval under the Act and the
SEBI Listing Regulations and according to the policy of the
Company on materiality of Related Party Transactions.

All Related Party Transactions (RPTs), including any
subsequent material modifications, if any, are submitted
to the Audit Committee for review and approval. Prior
omnibus approval is obtained for RPTs that are repetitive
in nature and/or undertaken in the ordinary course of
business on an arm''s-length basis. In addition, all RPTs
undergo an independent review to ensure compliance
with the requirements of the Act and the SEBI Listing
Regulations.

The disclosure of particulars of contracts or arrangements
with related parties as prescribed in Form AOC-2 under
section 188(1) of the Companies Act, 2013, during the
financial year ended March 31, 2026, is annexed as
ANNEXURE-6. Details of related party transactions are
provided in the Financial Statements of the Company,
which form part of this Annual Report. The policy on
Related Party Transactions as approved by the Board is
uploaded on the Company''s website at https://bansalwire.
com/wp-content/uploads/2026/08/Policy-on-Materiality-
and-dealing-with-the-Related-Party-Transactions.pdf

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:

Information pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 in respect of conservation of energy,
technology absorption and foreign exchange earnings
and outgo, are set out herein below:

CONSERVATION OF ENERGY

Energy Management is one of the key components of
Company''s business strategy as a responsible corporate
house. The objective always has been to continually
improve the energy performance and strive for higher
standard of performance. However, every effort is made
to ensure optimum use of energy by using energy-
efficient computers, processors, Machinery and other
Capital Goods. Company has signed up to use rooftop
solar power 7.5 MW. Constant efforts are made through
regular/ preventive maintenance of existing electrical
equipment to minimize breakdowns and loss of energy.

TECHNOLOGY ABSORPTION

The Company is continuously making efforts for induction
of innovative technologies and techniques required for
the business activities.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Earning in Foreign Currency

('' in Million)

Expenditure in Foreign Currency

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual
harassment at the workplace. The Company has adopted
a policy on prevention, prohibition and redressal of
sexual harassment at workplace and has formed
Internal Committee in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. No instance or complaint was reported to
Internal Committee during the year under review. The
Policy is placed on the website of the Company at https://
bansalwire.com/wp-content/uploads/2026/08/Policy-
on-Prevention-Prohibition-and-Redressal-of-Sexual-
Harassment-at-Workplace-2.pdf.

During the year under review, the Company has
confirmed the following details:

(a) Number of complaints of sexual harassment received
in the year- Nil

(b) Number of complaints disposed off during the year-
Nil

(c) Number of cases pending for more than ninety days-
Nil

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The information and disclosures pertaining to
remuneration and other details of employees, Directors
and Key Managerial Personnel as required under
section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("the MR Rules") is annexed
herewith as ANNEXURE-7 forming integral part of this
report.

DISCLOSURE UNDER SECTION 197(14) OF THE
COMPANIES ACT, 2013

The Managing Director and Whole-time Director of the
Company are not receiving any commission from the
Company. Accordingly, the provisions of Section 197(14)
of the Companies Act, 2013, are not applicable.

However, the Managing Director is receiving remuneration
from the Company as well as from Bansal Steel & Power
Limited, Wholly Owned Subsidiary of the Company.

During the financial year, the Managing Director received
remuneration aggregating to Rs. 22 Lakh per month from
the Company and Rs. 15 Lakh per month from the Wholly
Owned Subsidiary.

INTERNAL FINANCIAL CONTROL AND
THEIR ADEQUACY

Your Company has a robust and well embedded
system of internal controls. It has in place, adequate
internal financial controls with reference to the financial
statements, which helps in periodically reviewing the
effectiveness of controls laid down across all critical
processes. The Company has also in place internal control
system which is supplemented by an extensive program
of internal audits and their review by the management.
Management reviews the adequacy and efficacy of
internal controls. The internal audit plan is dynamic and
aligned to the business objectives of the Company.

RISK MANAGEMENT

Your Company has an established risk management
framework to identify, evaluate and mitigate business
risks. The Company has constituted a Risk Management
Committee of Directors which reviews the identified
risks and appropriateness of management''s response
to significant risks. The details of Risk Management
Committee are given in the Corporate Governance
Report which forms part of this Annual Report. A detailed
statement indicating development and implementation
of a Risk Management policy of the Company, including
identification of various elements of risk, is appearing
in the Management Discussion and Analysis Report.

Risk Management Policy is placed on the website of
the Company at https://bansalwire.com/wp-content/
uploads/2025/06/Risk-Management-Policy.pdf.

MEMORANDUM AND ARTICLES OF
ASSOCIATION

During the financial year under review, Company has
not altered its Memorandum of Association or Articles of
Association.

Memorandum of Association

Subsequent to the end of the financial year, the Board
of Directors, at its meeting held on August 12, 2026,
approved the sub-division/split of 1 (One) Equity Share of
''5/- each into 5 (Five) Equity Shares of ''1/- each and the
corresponding change in Clause V of the Memorandum
of Association of the Company, subject to the approval of
the Shareholders at the ensuing Annual General Meeting
of the Company.

CHANGE IN NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q)
of the Act read with Rule 8(5)(ii) of Companies (Accounts)
Rules, 2014, there is no change in the nature of business
carried on by the Company during the financial year 2025¬
26 and the Company continues to carry on its existing
business.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34(2)(e)
read with Part B of Schedule V of the Listing Regulations,
is presented in a separate section forming part of Annual
Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34(2)(f) of SEBI Listing Regulations
detailed information on the initiatives taken by the
Company from environmental, social and governance
perspective is provided in the Business Responsibility
and Sustainability Report which forms part of this Annual
Report.

DEPOSITS

The Company has neither accepted nor renewed any
Deposits mentioned under section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 during
the reporting period.

ACQUISITION

The Company has not done any acquisition during the
year under review.

LISTING WITH STOCK EXCHANGES

The shares of the Company are listed at National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE).
The Company has paid its up-to-date listing fees to all the
stock exchanges.

DEMATERIALISATION OF SHARES

The Entire Paid-up Share Capital of the Company is in
Dematerialised form and the trading in shares of the
Company is under compulsory demat segment. The
Company is listed on BSE Limited and National Stock
Exchange of India Limited. The Company''s shares are
available for trading in the depository systems of both
National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).

BOARD DIVERSITY

Your Company recognizes that Board diversity is a pre¬
requisite to meet the challenges of globalization and
balanced care of all stakeholders and therefore has
appointed Directors from diverse backgrounds including
Woman Directors. Further, the policy on Board Diversity
is available on the website of the Company at https://
bansalwire.com/wp-content/uploads/2024/07/Policy-on-
Board-Diversity.pdf.

BOARD MEETINGS

There were 6 (Six) meetings of the Board of Directors held
during the financial year under review. Further details of
these meetings, Members may please refer ''Report on
Corporate Governance'' which forms part of this Annual
Report.

COMMITTEES OF THE BOARD

The Company has formulated various committees in
accordance with the applicable provisions of Companies
Act, 2013 and SEBI Listing Regulations. At present,
six Committees of the Board of Directors are in place
viz. Audit Committee, Nomination & Remuneration
Committee, Stakeholders'' Relationship Committee,
Corporate Social Responsibility Committee, Banking and
Finance Committee and Risk Management Committee.
During the year under review, recommendations of the

aforesaid Committees were accepted by the Board. For
further details of the Committees of the Board, Members
may please refer ''Report on Corporate Governance'' which
forms part of this Annual Report.

GENERAL

Your Directors state that during the year under review:

• The Company had not issued any shares (including
sweat equity shares) and any equity shares with
differential rights as to dividend, voting or otherwise
to Directors or employees of the Company under any
scheme.

• The Company does not have any Employee Stock
Option Scheme.

• The Company has not made any private placement
of shares or fully or partially or optionally convertible
debentures during the year.

• The Company has not made any preferential
allotment or qualified institutions placement as
specified under Regulation 32(7A) of the SEBI Listing
Regulations during the year.

• Statutory Auditor, Secretarial Auditor and Cost
Auditor have not reported any instance of fraud to
the Audit Committee pursuant to Section 143(12) of
the Act and rules made thereunder.

• There were no proceedings initiated/ pending against
your Company under the Insolvency and Bankruptcy
Code, 2016.

• There was no instance of one-time settlement with
any Bank or Financial Institution.

• The Company has complied with the provisions
relating to maternity benefits as prescribed under
Maternity Benefit Act 1961/ the Code on Social
Security, 2020.

APPRECIATIONS

Your Director(s) place on record their sincere appreciation
for the co-operation and support extended by all the
stakeholders, including various government authorities,
investors, customers, banks, vendors, distributors,
suppliers, business partners and others associated with
the Company as its trading partners.

Your Director(s) also place on record their deep
appreciation of the committed services of the executives
and employees of the Company. The enthusiasm and
unstinting efforts of all the employees and workers have
enabled the Company to maintain its position.

For and on behalf of the Board of Directors
Bansal Wire Industries Limited

Sd/-

Arun Gupta

Chairman

Date: August 12, 2026
Place: Delhi

Your Directors are pleased to present their Fortieth (40^th) Annual Report on the business and operations of the
Company, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on
March 31,2025.

FINANCIAL SUMMARY

Your Company''s performance during the financial year ended on March 31, 2025 along with previous year''s figures is
summarized below:

RESERVES

During the year, the Board of Directors of your Company
has decided not to transfer any amount to the reserves
and decided to retain all the profits under surplus account.

REVIEW OF OPERATIONS AND THE STATE OF
COMPANY''S AFFAIRS

STANDALONE

Your company has achieved a total turnover of '' 32,032.09
Million during the financial year 2024-25 as against
'' 22,843.86 Million in the previous financial year 2023-24.
The net profit after tax of the company for the financial

year 2024-25 is '' 1,251.61 Million as against '' 684.23
Million for the previous financial year 2023-24.

The export of the company during the year was '' 3,288.07
Million as compared to '' 2,839.41 Million during the
previous financial year 2023-24.

CONSOLIDATED

Your Company has achieved a consolidated turnover
of '' 35,071.68 Million during the Financial Year 2024-25
under review as against '' 1,463.66 Million in the previous
financial year 2023-24. The consolidated net profit

after tax of the company for the financial year 2024-25
is '' 1,463.66 Million as against '' 752.42 Million for the
previous financial year 2023-24.

The detailed operational performance of your Company
has been comprehensively discussed in the Management
Discussion and Analysis Report. The audited financial
statements, including the consolidated financial
statements and related information of the Company
are available at https://bansalwire.com/financials-of-
the-company/ and audited accounts of its wholly owned
subsidiary Companies are available on the Company''s
website at https://bansalwire.com/audited-financial-
statements-of-subsidiary/

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (''SEBI Listing
Regulations''), the Board of Directors of the Company (the
''Board'') approved and adopted the Dividend Distribution
Policy (the ''Policy'').

The Policy is available on the website of the Company at
https://bansalwire.com/wp-content/uploads/2024/09/
Dividend-Distribution-Policy.pdf

DIVIDEND

With a view of augmenting the financial resources for
generating stable growth, the Board of Directors of the
company has decided to carry forward entire profit and
hence, they have not recommended any dividend on the
Equity Shares of the Company for the financial year ended
on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

During the period under review the Company ensured
that the Board has an optimum combination of Executive
and Non-Executive Directors, in line with the applicable
provisions of the Act and the Listing Regulations.
All the Directors on the Board are persons of eminence
and possess the requisite skills, expertise, integrity,
competence as well as experience, thereby ensuring best
interest of stakeholders of the Company.

At the end of the Financial Year, the Board comprised of 7
Directors, out of which 4 are Independent Directors (Out
of them 2 are women directors).The Board also included
1 Whole-time Director who serves as the Chairman,

1 Director serving as Whole Time Director and Chief
Operating Officer, and 1 Managing Director & Chief
Executive Officer. The names of the Directors are listed
below:

DIRECTORS'' APPOINTMENT AND
RE-APPOINTMENT

During the year under review, Shri Saurabh Goel,
Independent Director of the Company tendered his
resignation with effect from October 23, 2024. The Board
of Directors appointed Shri Piyush Tiwari (DIN: 07194427)
as an Additional Director (Non-Executive Independent),
pursuant to applicable provisions of Companies Act,
2013 and SEBI (LODR) Regulations, 2015 and on the
recommendation of Nomination and Remuneration
Committee w.e.f. October 23, 2024. His appointment was
approved by the Shareholders of the Company by Special
Resolution by way of Postal Ballot passed as on January 10,
2025. In the opinion of the Board, Shri Piyush Tiwari is a
person of integrity and fulfils requisite conditions as per
applicable laws and is independent of the management
of the Company.

In pursuance of Section 149 of Companies Act, 2013 and
rules made thereunder as amended from time to time
and in accordance with the applicable Regulations of SEBI
LODR and based on the recommendation of Nomination
and Remuneration Committee ("NRC"), the members of
the Company have re-appointed, Shri Satish Prakash
Aggarwal as an Independent Director (Non-Executive) for
second term of 5 consecutive years w.e.f. May 15, 2025

RE-APPOINTMENT OF DIRECTORS RETIRING BY
ROTATION

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 read with the rules made thereunder

and as per the Articles of Association of the Company,
one-third of the total number of directors (excluding
Independent Directors) shall be liable to retire by rotation.

Accordingly, Shri Umesh Kumar Gupta, Whole Time
Director (DIN: 06579602) retires by rotation at the
ensuing AGM and being eligible, offers himself for re¬
appointment. The Board recommends re-appointment of
Shri Umesh Kumar Gupta, for approval of the Members at
the ensuing AGM.

The Board recommends for his re-appointment at the
ensuing AGM. This proposal regarding re-appointment
will be placed for the approval of shareholders in
the ensuing AGM.

CHANGE IN DESIGNATION

During the year under review, Shri Piyush Tiwari was
appointed as an Additional Director (Non-Executive
Independent) as on October 23, 2024 and was regularized
by the members as on January 10, 2025.

INDEPENDENT DIRECTORS'' DECLARATION

Pursuant to the provisions of Section 134(3)(d) of the Act,
the Company has received individual declarations from
every Independent Director under Section 149(6)(7) of
the Act and regulation 16(1)(b) the Listing Regulations
confirming that they meet the criteria of independence
as prescribed under the Act and the Listing Regulations
and are not disqualified from continuing as Independent
Directors and that they have registered themselves as an
Independent Director in the data bank maintained with
the Indian Institute of Corporate Affairs. The Independent
Directors of the Company have complied with the Code
for Independent Directors as prescribed in Schedule IV
to the Act. Based on the declarations received from the
Independent Directors, the Board of Directors recorded
their opinion that all the Independent Directors are
independent of the management and have fulfilled the
conditions as specified under the governing provisions
of the Act read with the rules made thereunder and the
Listing Regulations. The details of the familiarization
programmes imparted to the Independent Directors are
covered in the Corporate Governance Report forming
part of the Annual Report.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status as
Independent Directors of the Company. Further, the Board
is of the opinion that the Independent Directors of the
Company hold highest standards of integrity , proficiency

and possess requisite expertise and experience required
to fulfil their duties as Independent Directors.

KEY MANAGERIAL PERSONNEL

During the financial Year, there is no change in the Key
Managerial Personnel of the Company. At the end of the
Financial Year, there were 5 Key Managerial Personnel in
the Company. The details are given below:

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, 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 THE
REPORT

There have been no material changes or commitments
affecting the financial position of the company from
the end of the financial year 2024-25 up to the date
of this report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and 177(10)
of the Act read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014, and Regulation 22
of the Listing Regulations, the Company has adopted
''Whistle Blower Policy'' for Directors, officer or any
other stakeholder. The Company seeks to provide the
mechanism to deal with the cases of unethical behaviour
in all its business activities, fraud, mismanagement and
violation of Code of Conduct of the Company. The same
is detailed in the Corporate Governance Report forming
part of the Annual Report. The Policy is made available on
the website of the Company at https://bansalwire.com/
wp-content/uploads/2025/08/Vigil-Mechanism-Policy.pdf

CODE OF CONDUCT

To comply with the requirements of Regulation 17(5) of
the Listing Regulations, the Company has adopted Code
of Conduct ("the Code"). The code requires directors
and employees to act honestly, fairly, ethically and with
integrity, conduct themselves in professional, courteous
and respectful manner. The code is displayed on the
Company''s website https://bansalwire.com/wp-content/
uploads/2024/09/Code-of-conduct-of-Board-of-
Directors-and-Senior-Management-Personnel.pdf

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY

As on March 31, 2025, your Company has two wholly
owned subsidiary companies namely, Bansal Steel &
Power Limited (BSPL) and BWI Steel Private Limited.

Bansal Steel & Power Limited: Company holds 100%
equity stake in the Bansal Steel & Power Limited with
effect from July 31, 2024. It is currently engaged in the
business of manufacturing and Trading of Steel wires.

BWI Steel Private Limited: BWI Steel Private Limited
was incorporated on October 4, 2024 as wholly owned
subsidiary of the Company. The business operations have
not commenced yet.

Your Company does not have any associate or joint
venture company within the meaning of Section 2(6)
of the Companies Act, 2013 ("the Act"), during the
year under review.

Pursuant to the provisions of Section 129(3) of the Act,
a statement in AOC-1 containing salient features of
the financial statement of the subsidiary Companies is
annexed as ANNEXURE-1. The particulars of the financial
performance of the said subsidiary Companies are
provided as part of the consolidated financial statement.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, applicable provisions of
Secretarial Standards i.e., SS-1 and SS-2 (as amended
from time to time) relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively have been
followed by the Company. Further, the Company has
in place proper systems to ensure compliance with the
provisions of the applicable Secretarial Standards issued
by The Institute of Company Secretaries of India (ICSI) and
such systems are adequate and operating effectively.

ANNUAL RETURN

In compliance with the provisions of Section 92(3)
read with Section 134(3)(a) of the Act, the draft annual
return in form MGT-7 as on March 31, 2025 is uploaded
on the website of the Company and is available at
www.bansalwire.com.

COMPANY''S POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION

To comply with the provisions of Section 178 of the Act
and Rules made thereunder and Regulation 19 of the
Listing Regulations, the Company has a Nomination
and Remuneration Policy for Directors, Key Managerial
Personnel (KMP), Senior Management and other
Employees of the Company. The Policy includes,
inter-alia, the criteria for appointment and remuneration
of Directors, KMPs, Senior Management and other
employees of the Company. The remuneration is decided
after considering various factors such as qualification,
experience, performance, responsibilities shouldered,
industry standards as well as financial position of
the Company. The Nomination and Remuneration
Policy can be accessed through Company''s website
https://bansalwire.com/wp-content/uploads/2024/07/
Nomination-and-Remuneration-Policy.pdf

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance in terms of
SEBI Listing Regulations forms part of the Annual
Report. The certificate issued by M/s Ranjit Tripathi &
Associates, Practising Company Secretaries confirming
the compliances of corporate governance as stipulated
under Schedule-V of Listing Regulations is annexed
herewith as ANNEXURE - 2.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEE AND INDIVIDUAL DIRECTORS

In line with the requirements under the Act and the
SEBI Listing Regulations, the Board undertook a formal
annual evaluation of its own performance and that of its
Committees, Chairperson and Individual Directors.

The Nomination & Remuneration Committee framed
questionnaires for evaluation of performance of the Board
as a whole, Board Committees (viz. Audit Committee,
Stakeholders'' Relationship Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility
Committee, Risk Management Committee and Banking &
Finance Committee); Directors and the Chairperson.

The Directors were evaluated on various parameters
such as, value addition to discussions, level of
preparedness, willingness to appreciate the views of
fellow Directors, commitment to processes which include
risk management, compliance and control, commitment
to all stakeholders (shareholders, employees, vendors,
customers etc.), familiarization with relevant aspects of
company''s business/ activities amongst other matters.
Similarly, the Board was evaluated on parameters which
included its composition, strategic direction, focus on
governance, risk management and financial controls.

A summary report of the feedback of Directors on the
questionnaire(s) was considered by the Nomination &

Remuneration Committee and Board of Directors at their
respective meetings. The Board would endeavour to use
the outcome of the evaluation process constructively,
to improve its own effectiveness and deliver
superior performance.

Separate meeting of Independent Directors
was also held to:

• Review the performance of the Non - Independent
Directors and the Board as a whole.

• Review the performance of the Chairman of the
Company considering the views of the other Directors
of the Company.

• Assess the quality, quantity and timeliness of flow
of information between the management and the
Board that is necessary for the Board to effectively
and reasonably perform their duties.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to
the best of their knowledge and ability, confirm that:

• in the preparation of the annual accounts for
the financial year ended on March 31, 2025, the
applicable Accounting Standards have been followed
and there are no material departures.

• such accounting policies have been selected and
applied consistently and judgments and estimates
have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as on March 31, 2025.

• proper and sufficient care have been taken 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.

• the annual accounts have been prepared on a
going concern basis.

• proper internal financial controls were in place and
that such internal financial controls were adequate
and operating effectively and

• systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

INITIAL PUBLIC OFFERING

During the financial year 2024-25 Company has come up
with Initial Public Offer (IPO) and was listed on July 10,
2024 on the BSE Ltd and National Stock Exchange of
India Ltd. The Company has successfully completed the
Initial Public Offer. In the IPO, 29,101,562 Equity Shares
of '' 5/- each were offered by the Company at a premium
of '' 251/- per share at an issue price of '' 256/- per shares

aggregating to '' 7,450.00 million. This milestone of listing
of our equity shares gives us more energy and resources
to double down what have got us here and move forward
on a transformative journey.

SHARE CAPITAL AND CHANGE IN CAPITAL
STRUCTURE

• During the year; the Company has issued
29,101,562 Equity Shares of '' 5/- each at a premium
of '' 251/- per share at an issue price of '' 256/-
per shares aggregating to '' 7,450.00 million via
Initial Public Offer.

• As a result of above, the total paid-up Share Capital
of the company as on March 31,2025 was increased
to '' 78,27,79,760/- divided into 15,65,55,952 equity
shares of '' 5/- each.

AUDITORS

STATUTORY AUDITOR

M/s Prateek Gupta & Company is the Statutory
Auditors of the Company who was appointed at 39^th

AGM for a period of 5 consecutive years i.e. from Financial
Year 2024-25 to Financial Year 2028-29.

The Auditor''s Report of M/s Prateek Gupta & Company

on Standalone and Consolidated Annual Financial
Statements for the financial year ended on March 31,2025
does not contain any qualification, reservation, adverse
remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and
rules made thereunder and pursuant to Regulation 24A
of SEBI Listing Regulations, 2015, the Board of Directors
at its meeting held on September 03, 2024 had appointed
M/s. Ranjit Tripathi & Associates, Practising Company
Secretaries, peer review certificate No. 3294/2023 as
Secretarial Auditor to carry out Secretarial Audit of the
Company for the financial year 2024-25. The Secretarial
Audit Report of the Company in form MR-3 for FY-2024¬
25 is annexed herewith as ANNEXURE - 3 and does
not contain any qualification, reservation, adverse
remark or disclaimer.

In line with the amendment to the Listing Regulations,
the Board, at its meeting held on July 21, 2025, based
on the recommendation of the Audit Committee,
has considered, approved, and recommended to
the Members of the Company the appointment of
M/s. Ranjit Tripathi & Associates as Secretarial Auditors of
the Company. The proposed appointment is for a term of
5 (five) consecutive years from the financial year 2025-26
to the financial year 2029-30 at a remuneration of '' 0.15
Millions (plus applicable taxes and reimbursement of out
of pocket expenses) and M/s. Ranjit Tripathi & Associates
have confirmed they are not disqualified from being
appointed as the Secretarial Auditors of the Company.

Further, Secretarial Audit of the material unlisted
subsidiary viz. BSPL for FY-2024-25, as required
under Regulation 24A of SEBI Listing Regulations, has
been conducted by M/s Ranjit Tripathi & Associates.
The Secretarial Audit Report of BSPL is annexed herewith
as ANNEXURE - 4 and does not contain any qualification,
reservation, adverse remark or disclaimer and therefore
disclosure of details under Section 134(3)(ca) of the Act is
not applicable.

For further details on the proposed appointment
of Secretarial Auditors, please refer to the Notice
of the 40^th AGM.

COST AUDITORS

In terms of the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
and on the recommendation of Audit Committee, the
Board of Directors at its meeting held on July 21,2025 had
appointed M/s Ashish & Associates, Cost Accountants,
Delhi (Firm Registration No. 103521) as Cost Auditor
to carry out cost audit of records maintained by the
Company in relation to its business of manufacturing of
steel wire for the financial year ended on March 31,2026.

The remuneration of '' 0.15 Million (plus applicable
taxes and reimbursement of out of pocket expenses) in
connection with the aforesaid audit, is proposed to be
paid to the Cost Auditors, subject to ratification by the
Members of the Company at the ensuing AGM.

In compliance with the provisions of Section 148 of the
Act, the Company has prepared and maintained its cost
records for the financial year 2024-25. The Cost Audit
Report issued for the financial year 2024-25, does not
contain any qualification, reservation, or adverse remark.
During the year under review, the Cost Auditors have not
reported any instances of fraud under Section 143(12) of
the Act and therefore disclosure of details under Section
134(3)(ca) of the Act is not applicable.

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies
Act 2013, read with rule 13 of the Companies (Accounts)
Rules, 2014 and other applicable provisions, if any of the
Companies Act 2013, (including any statutory modification
(s) or re-enactment thereof for the time being in force)
and on the recommendation of Audit Committee, the
Board of Directors of the Company in their meeting
held on July 21, 2025 has appointed M/s S N Garg & Co,
(FRN: 0002207C), Chartered Accountants, Ghaziabad,
Uttar Pradesh as Internal Auditors of the Company for
the Financial year 2025-26 at such remuneration as may
be mutually decided between Internal Auditors and
board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to undertake socially useful
programmes for welfare and sustainable development of
the community at large under CSR. The Corporate Social
Responsibility (CSR) Committee of Directors is in place in
terms of Section 135 of the Act.

The composition, terms of reference and other details
of the CSR Committee are provided in the ''Report
on Corporate Governance'', which forms part of this
Annual Report. The CSR Committee has formulated and
recommended to the Board, a CSR Policy outlining CSR
projects/activities to be undertaken by the Company
during the year under review. The CSR Policy is available
on the Company''s website at https://bansalwire.com/
wp-content/uploads/2024/09/CSR-Policy.pdf

During the year the Company has spent '' 19.65 Million on
CSR Activities. The Report on the CSR Activities is annexed
herewith marked as ANNEXURE - 5 to the Board Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES/SECURITIES GIVEN

Details of investments made and loans/ guarantees/
securities given, as applicable, are given in notes to
Financial Statements for the year ended March 31,2025.

COMPLIANCE

The Company utilizes a comprehensive compliance
management tool designed to efficiently streamline
and oversee compliance tracking and reporting across
all departments.This tool incorporates customized
compliance checklists tailored to each unit''s needs,
ensuring tasks are assigned, completed within deadlines,
and systems are updated accordingly. Compliance based
tasks are mapped to respective users, who in turn ensure
to complete the same within stipulated timelines and
update the necessary systems to facilitate monitoring.
Any regulatory changes are promptly and appropriately
integrated into the system as they arise. This has
strengthen a system driven, steady compliance culture
in the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTY

All contracts /arrangements /transactions entered into
by the Company with related parties during the year
under review, were in ordinary course of business of the
Company and on arms'' length basis. Thus, the disclosure
of particulars of contracts or arrangements with related
parties as prescribed in Form AOC-2 under section 188(1)
of the Companies Act, 2013, during the financial year
ended March 31, 2025, is annexed as ANNEXURE-6.
Details of related party transactions are provided in

the Financial Statements of the Company, which forms
part of this Annual Report. The policy on Related Party
Transactions as approved by the Board is uploaded
on the Company''s website https://bansalwire.com/
wp-content/uploads/2025/05/Policy-on-Materiality-and-
dealing-with-the-Related-Party-Transaction.pdf.
During the year, the Board approved amendment to the
RPT Policy at its meeting on 15^th April, 2025, based on
the Audit Committee''s recommendation. These changes
were made to incorporate the amendments to the
Listing Regulations.

All Related Party Transactions (RPT) and subsequent
material modifications are placed before the Audit
Committee for its review and approval. Prior omnibus
approval is obtained for RPT which are of repetitive
nature and / or entered in the ordinary course of
business and are at arm''s length. All RPT are subjected
to independent review by a reputed accounting firm to
establish compliance with the requirements under the
Act, and Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:

Information pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 in respect of conservation of energy,
technology absorption and foreign exchange earnings
and outgo, are set out herein below:

CONSERVATION OF ENERGY

Energy Management is one of the key components of
Company''s business strategy as a responsible corporate
house. The objective always has been to continually
improve the energy performance and strive for higher
standard of performance. However, every effort is made
to ensure optimum use of energy by using energy-
efficient computers, processors, Machinery and other
Capital Goods. Company has signed up to use rooftop
solar power 7.5 Mw. Constant efforts are made through
regular/ preventive maintenance of existing electrical
equipment to minimize breakdowns and loss of energy.

TECHNOLOGY ABSORPTION

The Company is continuously making efforts for induction
of innovative technologies and techniques required for
the business activities.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Earning in Foreign Currency

Expenditure in Foreign Currency

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual
harassment at the workplace. The Company has adopted
a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. No instance or complaint
was reported to Internal Complaints Committee during
the year under review. The Policy is placed on the
website of the Company at https://bansalwire.com/
wp-content/uploads/2024/09/Policy-on-Prevention-of-
Sexual-Harassment-At-Workplace.pdf

During the year under review, the Company has confirmed
the following details:

(a) Number of complaints of sexual harassment received
in the year- Nil

(b) Number of complaints disposed off
during the year- Nil

(c) Number of cases pending for more than
ninety days- Nil

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information and disclosures pertaining to
remuneration and other details of employees, Directors
and Key Managerial Personnel as required under
section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("the MR Rules") is annexed
herewith as ANNEXURE - 7 forming integral part
of this report.

INTERNAL FINANCIAL CONTROL AND THEIR
ADEQUACY

Your Company has a robust and well embedded
system of internal controls. It has in place, adequate
internal financial controls with reference to the financial
statements, which helps in periodically reviewing the
effectiveness of controls laid down across all critical
processes. The Company has also in place internal control
system which is supplemented by an extensive program
of internal audits and their review by the management.
An extensive risk based programme of internal audits and
management reviews provides assurance to the Board
regarding the adequacy and efficacy of internal controls.
The internal audit plan is dynamic and aligned to the
business objectives of the Company.

RISK MANAGEMENT

Your Company has an established risk management
framework to identify, evaluate and mitigate business
risks. The Company has constituted a Risk Management
Committee of Directors which reviews the identified
risks and appropriateness of management''s response
to significant risks. The details of Risk Management
Committee are given in the Corporate Governance
Report which forms part of this Annual Report. A detailed
statement indicating development and implementation
of a Risk Management policy of the Company, including
identification of various elements of risk, is appearing
in the Management Discussion and Analysis Report.
Risk Management Policy is placed on the website of
the Company at https://bansalwire.com/wp-content/
uploads/2025/06/Risk-Management-Policy.pdf

MEMORANDUM AND ARTICLES OF ASSOCIATION

During the financial year under review, Company has
not altered its Memorandum of Association or Articles
of Association.

CHANGE IN NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3) (q)
of the Act read with Rule 8(5)(ii) of Companies (Accounts)
Rules, 2014, there is no change in the nature of business
carried on by the Company during the financial year
2024-25 and the Company continues to carry on its
existing business.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN
FUTURE

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for
the year under review, as stipulated under Regulation
34(2)(e) read with Part B of Schedule V of the Listing
Regulations, is presented in a separate section forming
part of Annual Report.

DEPOSITS

The Company has neither accepted nor renewed any
Deposits mentioned under section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 during
the reporting period.

ACQUISITION

During the year, the Company has acquired the remaining
23.85% stake in Bansal Steel & Power Limited (BSPL) and
consequently BSPL became the Wholly Owned Subsidiary
Company w.e.f. July 31, 2024.

Additionally, BWI Steel Private Limited was incorporated
on October 4, 2024, as a Wholly Owned Subsidiary of
Bansal Wire Industries Limited.

LISTING WITH STOCK EXCHANGES

Bansal Wire Industries Limited listed its Equity Shares
on the BSE Limited and National Stock Exchange of India
Limited on July 10, 2024. The listing fees duly paid to the
exchange and annual custodial fees has been paid to
CDSL and NSDL for the F.Y. 2025 -26.

DEMATERIALISATION OF SHARES

The Entire Paid up Share Capital of the Company is
in Dematerialised form and the trading in shares of
the Company is under compulsory demat segment.
The Company is listed on BSE Limited and National Stock
Exchange of India Limited. The Company''s shares are
available for trading in the depository systems of both
National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).

BOARD DIVERSITY

Your Company recognizes that Board diversity is a
pre-requisite to meet the challenges of globalization
and balanced care of all stakeholders and therefore has
appointed Directors from diverse backgrounds including
Woman Directors.

BOARD MEETINGS

There were 17 (Seventeen) meetings of the Board of
Directors held during the financial year under review or
further details of these meetings, Members may please
refer ''Report on Corporate Governance'' which forms part
of the Annual Report.

COMMITTEES OF THE BOARD

During the year under review, to meet the listing
requirement the various committees have been formed
by the Company. At present, six Committees of the
Board of Directors are in place viz. Audit Committee,
Nomination & Remuneration Committee, Stakeholders''
Relationship Committee, Corporate Social Responsibility
Committee, Banking and Finance Committee and
Risk Management Committee. During the year under
review, recommendations of the aforesaid Committees
were accepted by the Board. For further details of the
Committees of the Board, Members may please refer
''Report on Corporate Governance'' which forms part of
the Annual Report.

GENERAL

Your Directors state that during the year under review:

• The Company had not issued any shares (including
sweat equity shares) and any equity shares with
differential rights as to dividend, voting or otherwise
to Directors or employees of the Company
under any scheme.

• The Company does not have any Employee
Stock Option Scheme.

• The Company has not made any private placement
of shares or fully or partially or optionally convertible
debentures during the year.

• The Company has not made any preferential
allotment or qualified institutions placement as
specified under Regulation 32(7A) of the SEBI Listing
Regulations during the year.

• Statutory Auditor, Secretarial Auditor and Cost
Auditor have not reported any instance of fraud to
the Audit Committee pursuant to Section 143(12) of
the Act and rules made thereunder.

• There were no proceedings initiated/ pending
against your Company under the Insolvency and
Bankruptcy Code, 2016.

• There was no instance of onetime settlement with
any Bank or Financial Institution.

• The Company has complied with the provisions
relating to the Maternity Benefit Act 1961.

APPRECIATIONS

Your Director(s) place on record their sincere appreciation
for the co-operation and support extended by all the
stakeholders, including various government authorities,
investors, customers, banks, vendors, distributors,
suppliers, business partners and others associated with
the Company as its trading partners.

Your Director(s) also place on record their deep
appreciation of the committed services of the executives
and employees of the Company. The enthusiasm and
unstinting efforts of all the employees and workers have
enabled the Company to maintain its position.

For Bansal Wire Industries Limited

Sd/-

Date: July 21,2025 Arun Gupta

Place: Delhi Chairman

Your Directors are pleased to present their Thirty Ninth Report on the business and operations of the Company, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2024.

? FINANCIAL SUMMARY / STATE OF THE COMPANY''S AFFAIRS

Your Company''s performance during the financial year ended on March 31, 2024, along with previous year''s figures is summarized below:

(Rs. in Million)

As at March 31, 2023, the Company did not have any Subsidiary, Associate or Joint Venture for consolidation.

? RESERVES

During the year, the Board of Directors of your Company has decided not to transfer any amount to the reserves and decided to retain all the profits under surplus account pursuant to redemption of preference shares an amount of Rs. 2.80 Million was transferred to Capital Redemption Reserve from retained earnings.

? RESULT OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS STANDALONE

Your company has achieved a total turnover of Rs. 22,843.86 Million during the financial year 2023-24 under review as against Rs. 24,130.92 Million in the previous financial year 2022-23. The net profit after tax of the company for the financial year 2023-24 under review is Rs. 684.23 Million as against Rs. 599.85 Million for the previous financial year 2022-23.

CONSOLIDATED

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”), the Consolidated Financial Statements of the Company and its Subsidiary** is prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act and forms part of this Annual Report. The Consolidated Revenue from Operations during the year for the Financial Year 2023-24 was at Rs. 24660.31 Million. The profit after tax attributed for the FY 2023-24 was Rs. 752.42 Million.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report. The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its Subsidiary** Company are available on the Company''s website at www.bansalwire.com

? DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations''), the Board of Directors of the Company (the ''Board'') formulated and adopted the Dividend Distribution Policy (the ''Policy'').

The Policy is available on the website of the Company at website at www.bansalwire.com.

? DIVIDEND

With a view of augmenting the financial resources for generating stable growth, the Board of Directors of the company have decided to carry forward entire profit and hence, they have not recommended any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2024.

? DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

During the period under review the Company ensured that the Board has an optimum combination of Executive and Non-Executive Directors, in line with the applicable provisions of the Act and the Listing Regulations requirements. All the Directors on the Board are persons of

eminence and bring a wide range of expertise, knowledge, and experience to the Board, thereby ensuring the best interest of the stakeholders and the Company.

As on March 31, 2024, The Board comprised of 7 Directors, 4 of which are Independent Directors (Out of them 2 are women directors), 2 are Executive/ Whole time Director and 1 is Managing Director & CEO. The Chairman of the Board is Executive Director.

DIRECTORS'' APPOINTMENTS

Smt. Sunita Bindal (DIN: 02154275) and Smt. Ritu Bansal (DIN: 10391113) were appointed as Independent Directors by the Members of the Company at their Extra-Ordinary General Meeting (“EGM”) held on November 24, 2023, considered and accorded their approval for the appointment of Smt. Sunita Bindal & Smt. Ritu Bansal as Independent Director of the Company.

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of Association of the Company, Shri Arun Gupta (DIN: 00255850), Chairman and Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board has recommended his re-election at the ensuing Annual General Meeting. A brief resume of the directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with the rules made thereunder and as per the Articles of Association of the Company, one-third of the total number of directors (excluding Independent Directors) shall be liable to retire by rotation.

Accordingly, Shri Arun Gupta, Chairman and Whole Time Director (DIN: 00255850) retires by rotation at the ensuing AGM and being eligible, offers himself for re- appointment. The Board recommends re-appointment of Shri Arun Gupta, for approval of the Members at the ensuing AGM.

RESIGNATION

During the year under review,

• Shri Mayank Gupta (DIN:02454483) and Shri Subodh Kumar Aggarwal (DIN:00265927) resigned from the Directorship of the Company w.e.f August 25, 2023.

• Smt Anita Gupta (DIN: 00255938) and Smt Sonakshi Bansal (DIN: 08301571), resigned from the Directorship of the Company w.e.f. October 17, 2023.

The Directors placed on record their sincere appreciation for the stellar contributions made by

them as Members of the Board.

CHANGE IN DESIGNATION

During the year under review, there is a change in designation of following Directors:

• Shri Arun Gupta from Non-Executive Director to Executive Director (Whole Time Director) and chairman of the Company w.e.f August 25, 2023.

• Shri Pranav Bansal from Non-Executive Director to Managing Director (Executive Director) and Chief Executive Officer of the Company w.e.f August 25, 2023.

• Shri Umesh Kumar Gupta from Non-Executive Director to Executive Director (Whole Time Director) and Chief Operating Officer of the Company w.e.f October 17, 2023.

APPOINTMENT OF KMP

During the year under review,

• Shri Ghanshyam Das Gujrati was appointed as Chief Financial Officer of the Company as on 25/08/2023.

• Shri Sumit Gupta was appointed as Company Secretary and Compliance officer of the Company as on 17/10/2023.

In terms of Section 203 of the Act, following are Key Managerial Personnel (KMP) of the Company

who were appointed during the year under review:

INDEPENDENT DIRECTORS'' DECLARATION

Pursuant to the provisions of Section 134(3) (d) of the Act, the Company has received individual declarations from every Independent Director under Section 149(6) of the Act and regulation 16(1)(b) the Listing Regulations confirming that that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing Regulations. The details of the familiarisation programmes imparted to the Independent Directors are covered in the Corporate Governance Report forming part of this Annual Report.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company. Further, the Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

? MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

There is no material changes/commitments which is affecting the Financial Position. However, following material changes have taken place:

INITIAL PUBLIC ISSUE OF THE COMPANY

The equity shares of the Company got listed on July 10, 2024 on the BSE Ltd and National Stock Exchange of India Ltd. The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 29101562 Equity Shares of Rs 5/- each were offered by the Company for subscription at an issue price of Rs 256/- per shares aggregating to Rs. 7,450.00 million.

? WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted ''Whistle Blower Policy'' for Directors, employees, officer, stakeholder and any other person who avail the mechanism to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The same is detailed in the Corporate Governance Report forming part of this Annual Report. The Policy is made available on the website of the Company at www.bansalwire.com

? CODE OF CONDUCT

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct (“the Code”). The code requires directors to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Company''s website www.bansalwire.com.

? SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As on March 31, 2024, your Company has one subsidiary company namely, Bansal Steel & Power Limited (BSPL) and is engaged in same line of Business.

Bansal Steel & Power Limited: As on July 31, 2024 Company hold 100% equity stake in the Bansal Steel & Power Limited. It is currently engaged in the business of manufacturing and Trading of Steel wires. Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 (“the Act”), during the year under review.

In accordance with Section 136 of the Act, the audited standalone financial statements for the financial year 2023-24, including the consolidated financial statements along with related information of the Company and audited accounts of subsidiary are available on Company''s website at www.bansalwire.com.

Pursuant to the provisions of Section 129(3) of the Act, a statement in AOC-1 containing salient features of the financial statement of the subsidiary is annexed as ANNEXURE 1. The particulars of the financial performance of the said subsidiary are provided as part of the consolidated financial statement.

? COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, applicable provisions of Secretarial Standards i.e., SS-1 and SS-2 (as amended from time to time) relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively have been followed by the Company. Further, the Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

? ANNUAL RETURN

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the annual return (MGT-7) as on March 31, 2024 is uploaded on the website of the Company and is available at www.bansalwire.com.

? COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of the Listing Regulations, the Company has a remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs and Senior Management of the Company. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. The Nomination and Remuneration Policy are annexed as ANNEXURE 2 and the said policy can be accessed through Company''s website www.bansalwire.com.

? CORPORATE GOVERNANCE REPORT

The report on Corporate Governance in terms of SEBI Listing Regulations forms part of the Annual Report. The certificate issued by M/s. Rawal & Co. confirming the compliance of conditions of corporate governance, is annexed herewith as ANNEXURE - 3.

? PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

In line with the requirements under the Act and the SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Chairperson and Directors.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility and Risk Management Committee), Directors and the Chairperson.

The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow Directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company''s business/ activities amongst other matters. Similarly, the Board was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination & Remuneration Committee and Board of Directors at their respective meetings. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

Separate meeting of Independent Directors was also held to:

• Review the performance of the Non - Independent Directors and the Board as a whole.

• Review the performance of the Chairman of the Company considering the views of the other Directors of the Company.

• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

? DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability,

confirm that:

• In the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures.

• Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024.

• Proper and sufficient care have been taken 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.

• The annual accounts have been prepared on a going concern basis.

• Proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively and

• Systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

? SHARE CAPITAL

• The Paid-up Share Capital of the Company as on March 31, 2024 was Rs. 637.27 Million comprising of 127454390 equity shares of Rs. 5/- each.

• During the financial year, the Company has redeemed 280000 6% Non- Cumulative NonConvertible Redeemable Preference Shares of Rs. 10/- each at a price of Rs. 250/- each originally issued at Rs. 250 each.

• During the financial year 2023-24, the Company has sub-divided its nominal value of equity shares of Rs. 10/- each fully paid up into 2 (Two) Equity Shares of the nominal face value of Rs. 5/- each fully paid up as approved by the Board at its meeting held on November 14, 2023 and members in their meeting held on 24^th November, 2023.

• The Company had also allotted 109246620 equity Shares of Rs. 5/- each as Bonus Issue in the ratio of 6:1 (Bonus Issue of 6 Equity Shares for every One Equity Share held) on December 01, 2023

• After the financial year, the Company has issued 29101562 Equity Shares of Rs. 5/- each at a premium of Rs. 251/- per share to the public via Initial Public Offer.

• As a result of above, the total paid-up Share Capital of the company is Rs. 782.78 million divided into 156555952 equity shares of Rs. 5/- each.

? AUDITORS

STATUTORY AUDITOR

During the financial year, M/s Shanker Singal Associates, Chartered Accountant having Firm Registration No. 07751N vide its letter dated May 09, 2023 resigned as the Statutory Auditors of the Company.

Therefore, in this regard, to fill the casual vacancy M/s S.P. Agarwal & Co., Chartered Accountants (FRN: 000988N) was appointed as a Statutory Auditors of the Company at an Extra-ordinary General Meeting of the Company held on June 09, 2023. Hence, M/s S.P. Agarwal & Co., Chartered Accountants (FRN: 000988N) was reappointed in 38^th AGM held on September 30, 2023 for a tenure of 5 years.

M/s S.P. Agarwal & Co., Statutory Auditors of the Company resigned from the Company as on November, 09, 2023.

However, to fill the casual vacancy caused by resignation of Statutory Auditor M/s S.P. Agarwal & Co. (FRN: 000988N) M/s. Prateek Gupta & Company was appointed as statutory auditor of the Company in Extra-ordinary General Meeting held on November 24, 2023 to hold the office till the conclusion of Annual General Meeting to be held for the financial year ended March 31, 2024 i.e. 39^th Annual General Meeting.

However, resolution seeking Members approval for the re-appointment of M/s Prateek Gupta & Company, as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The Auditor''s Report of M/s Prateek Gupta & Company on Standalone and Consolidated Annual Financial Statements for the financial year ended on March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors appointed Preeti Verma & Associates, Noida, as Secretarial Auditor, to conduct the Secretarial Audit for the financial year ended on March 31, 2024. The Secretarial Audit Report of the Company for FY-2023-24 is annexed herewith as ANNEXURE - 4 and does not contain any qualification, reservation, adverse remark or disclaimer.

The Board in its meeting dated September 03, 2024 has appointed M/s. Ranjit Tripathi & Associates, Company Secretaries, New Delhi as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2024-25.

Further, Secretarial Audit of the material unlisted subsidiary viz. BSPL for FY-2023-24, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by Preeti Verma & Associates, Noida. The Secretarial Audit Report of BSPL is annexed herewith as ANNEXURE - 5 and does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, and on the recommendation of Audit Committee, the Board of Directors had appointed M/s Ashish & Associates, Cost Accountants, Delhi (Firm Registration No. 103521) as Cost Auditor to carry out cost audit of records maintained by the Company in relation to its business of manufacturing of steel wire for the financial year ended on March 31, 2024.

In compliance with the provisions of Section 148 of the Act, the Company has prepared and maintained its cost records for the financial year 2023-24.

? CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, Company has been consciously fulfilling its obligations, commitments and overall corporate responsibility within its local and global environments. Your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Corporate Social Responsibility (CSR) Committee of Directors is in place in terms of Section 135 of the Act.

The composition, terms of reference and other details of the CSR Committee are provided in the ''Report on Corporate Governance'', which forms part of this Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company during the year under review. The CSR Policy is annexed as ANNEXURE - 6 and the said policy is available on the Company''s website at www.bansalwire.com.

During the year the Company has spent Rs. 15.78 Million On CSR Activities. The Report on the CSR Activities is annexed herewith marked as ANNEXURE - 7 to the Boards Report.

? PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES/SECURITIES GIVEN

Details of investments made and loans/ guarantees/securities given, as applicable, are given in notes to Financial Statements for the year ended March 31, 2024.

? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms'' length terms. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2024, is not applicable. Details of related party transactions are provided in the Financial Statements of the Company, which forms part of this Annual Report. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.bansalwire.com.

? CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign

exchange earnings and outgo, are set out herein below:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Conservation of energy is of utmost significance to the Company. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processors, Machinery and other Capital Goods. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities

FOREIGN EXCHANGE EARNINGS & OUTGO:

Earning in Foreign Currency (Rs. in Million)

Expenditure in Foreign Currency (Rs. in Million)

*lnterest paid in foreign exchange comprises the interest paid for bills discounting facility, without recourse to the Company for export receivables from India Factoring Solutions Private Limited

? PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. No instance or complaint was reported to IC during the year under review.

? PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information and disclosures pertaining to remuneration and other details of employees, Directors and Key Managerial Personnel as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the MR Rules”) is annexed herewith as ANNEXURE - 8 forming integral part of this report.

? INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has a robust and well embedded system of internal controls. It has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company.

? RISK MANAGEMENT

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management''s response to significant risks. The details of Risk Management Committee are given in the Corporate Governance Report which forms part of this Annual Report. A detailed statement indicating development and implementation of a Risk Management policy of the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis Report. Risk Management Policy is placed on the website of the Company at www.bansalwire.com.

? MEMORANDUM AND ARTICLE OF ASSOCIATION

During the financial year Company has altered its Memorandum of Association by increase in authorised share Capital of the Company from Rs. 220.00 Million to Rs. 900.00 Million. During the financial year under review, your Company has adopted its new set of Articles of Association in the meeting of the members of the Company held on November 24, 2023 to align it with the SEBI Listing Regulations.

? CHANGE IN NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24 and the Company continues to carry on its existing business.

? DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

? MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is presented in a separate section forming part of Annual Return.

? DEPOSITS

The Company has neither accepted nor renewed any Deposits mentioned under section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period.

? ACQUISITION

The Company has achieved a significant milestone by acquiring the 76.15% stake in Bansal Steel & Power Limited (BSPL) as on December 07, 2023 consequently BSPL became material subsidiary of the Company.

Additionally, the Company has acquired the remaining 23.85% stake in BSPL and consequently BSPL became the Wholly Owned Subsidiary Company w.e.f. July 31, 2024.

? LISTING WITH STOCK EXCHANGES

Bansal Wire Industries Limited listed its Equity Shares on the BSE Limited and National Stock Exchange of India Limited on July 10, 2024.

? DEMATERIALISATION OF SHARES

The Entire Share Capital of the Company is in Dematerialised form and the trading in shares of the Company is under compulsory demat segment. The Company is listed on BSE Limited and National Stock Exchange of India Limited. The Company''s shares are available for trading in the depository systems of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

? BOARD DIVERSITY

Your Company recognizes that Board diversity is a pre-requisite to meet the challenges of globalization, ever evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds including Woman Directors.

? BOARD MEETINGS

There were 22 (twenty two) meetings of the Board of Directors held during the financial year under review. For further details of these meetings, Members may please refer ''Report on Corporate Governance'' which forms part of the Annual Report.

? COMMITTEES OF THE BOARD

During the financial year under review, to meet the listing requirement the various committees have been formed by the Company. At present, seven Committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Banking and Finance Committee, Independent Directors Committee and Risk Management Committee. During the financial year under review, recommendations of the aforesaid Committees were accepted by the Board. For further details of the Committees of the Board, Members may please refer ''Report on Corporate Governance'' which forms part of the Annual Report.

? GENERAL

Your Directors state that during the year under review:

• The Company had not issued any shares (including sweat equity shares) and any equity shares with differential rights as to dividend, voting or otherwise to Directors or employees of the Company under any scheme.

• There was an increase in the paid up share capital of the Company.

• The Company does not have any Employee Stock Option Scheme.

• The Company has not made any private placement of shares or fully or partially or optionally convertible debentures during the year.

• The Company has not made any preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI Listing Regulations during the year.

• Statutory Auditor, Secretarial Auditor and Cost Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder.

• There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

? ACKNOWLEDGEMENT

Your Director(s) place on record their sincere appreciation for the co-operation and support extended by all the stakeholders, including various government authorities, investors, customers, banks, vendors, distributors, suppliers, business partners and others associated with the Company as its trading partners.

Your Director(s) also place on record their deep appreciation of the committed services of the executives and employees of the Company. The enthusiasm and unstinting efforts of all the employees and workers have enabled the Company to maintain its position.

For Bansal Wire Industries Limited

Sd/-

Arun Gupta

Chairman and Whole Time Director DIN:00255850

Date: 3^rd September, 2024 Place: Delhi