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Company Information

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BANSAL ROOFING PRODUCTS LTD.

23 September 2025 | 02:53

Industry >> Plastics - Sheets/Films

Select Another Company

ISIN No INE319Q01012 BSE Code / NSE Code 538546 / BRPL Book Value (Rs.) 25.14 Face Value 10.00
Bookclosure 02/09/2025 52Week High 164 EPS 4.20 P/E 28.14
Market Cap. 155.83 Cr. 52Week Low 81 P/BV / Div Yield (%) 4.70 / 0.85 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Directors are pleased to present the 17th Annual Report detailing the Business & Operations of
your Company Bansal Roofing Products Limited (“the Company") along with the Audited Financial
Statements for the year ended March 31, 2025.

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

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

1. Financial Highlights

The Company's financial performance for the year under review along with previous year's figures is
given here under:

(Amount in Lakhs'

Particulars

2024-25

2023-24

Total Revenue including other Income

9675.29

10,578.82

Profit before Finance cost, Depreciation & Taxes

930.40

665.86

(Less): Finance cost

(39.62)

(58.27)

(Less): Depreciation & Amortization Expenses

(147.56)

(127.91)

Profit before Exceptional Item & Taxes

743.22

479.68

(Less): Exceptional Item

-

-

Profit Before Taxes

743.22

479.68

(Less): Tax Expenses

(189.41)

(125.11)

Profit for the Year

553.81

354.57

Other Comprehensive Income

(0.66)

0.66

Total Comprehensive Income

553.15

355.23

Earnings per Share

4.20

2.69

All significant accounting policies and material transactions have been disclosed in notes to accounts
in the financial statements as on March 31, 2025.

2. Performance Highlights

During the year under review, the Company achieved a turnover of ^9,675.29 lakhs as against
^10,578.82 lakhs in the previous year. Despite a marginal decline in revenue, the Company reported a
significant improvement in profitability due to better operational efficiency, effective cost
management, and higher contribution from value-added products.

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

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

Particulars

Percentage (%) increase

Revenue

-8.53 %

EBIDTA

39.66 %

PAT

55.67 %

3. Future Outlook

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

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

*(Capacity is based on 2 shifts of 8 hours each)

4. Dividend

Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ('the Listing Regulations'), as amended from time to time, the
Company has formulated its Dividend Distribution Policy (DDP), the details of which are available on
the Company's website at
https://www.bansalroofing.com/other-policies/ . Considering the financial
results and the performance of the Company during the year under review, as compared to the
previous year the Board of Directors is pleased to recommend a dividend of Rs. 1/- per equity share of
Rs. 10/- each for the Financial Year 2024-25. This dividend amounting to Rs. 131.83 lakhs is payable
after approval by the Shareholders at the ensuing Annual General Meeting (AGM) and you are
requested to declare the same.

5. Reserves

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

6. Share Capital

Authorised Share Capital

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

Paid-up Share Capital

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

During the year, the Board of Directors of the Company has not allotted any equity shares under
review:

a. Buy Back of Securities: The Company has not bought back any of its securities during the year
under review.

b. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under
review.

c. Bonus Shares: The Company has not issued any Bonus Shares during the year under review.

d. Employee Stock Option Plan: The Company has not provided any Stock Option Scheme to the
employees.

7. Certification ISO 9001:2015

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

8. Credit Rating

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

9. Report of Frauds

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

10. Change in the Nature of Business

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

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

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

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

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

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

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

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

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

15. Public Deposits

The Company has neither invited nor accepted public deposits within the meaning of Section 73 and
76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

16. Annual Return

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

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

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

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

18. Corporate Social Responsibility (CSR)

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

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

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

19. Board of Directors and Key Managerial Personnel

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

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

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

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

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

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

SI

Name of
Director

Designation

Date of
Appointment

Date of

Re-appointment

Date

of Cessation

1

Kaushal Gupta

Managing Director

01.05.2008

01.08.2021

-

2

Sangeeta Gupta

Non-Executive Director

09.01.2014

*

-

3

Kailash Bansal

Whole-Time Director

24.08.2020

*

-

4

Enu Shah

Independent Director

22.03.2021

-

-

5

Arpita Shah

Independent Director

04.08.2022

-

-

6

Ravi Bhandari

Independent Director

05.02.2021

-

-

7

Ritu Bansal

Company Secretary and
Compliance Officer

08.02.2024

-

-

8

Chirag Rana

Chief Financial Officer

18.05.2017

-

-

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

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

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

According to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended, the names of all the Independent Directors of the Company have been included in the

data bank maintained by the Indian Institute of Corporate Affairs.

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

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

SI

Name of Independent Director

Brief Profile

1.

Ms. Enu Shah

She is a qualified Chartered Accountant and MBA
Finance Postgraduate. She has been in industry for
more than a decade. She serves the board of the
Company (Bansal Roofing Products Limited) as an
Independent Director since past 3 years. She is a
finance and analytical expert, focused at FP&A
areas.

Her expertise and guidance are of immense
support to Company's Accounts and Finance team.
Under her vigilance company is benefitted in
managing Banking and Financial Operations as well.

She has previously worked with Chartered
Accountant Firm Naresh and Co, Mercury
Laboratories Ltd., Ranpura and Shah, Worth
Corporate Solutions Pvt. Ltd. She has hands on
experience in Project Finance, Renewable Energy
Finance, Indirect Taxation, Audit Compliance. Her
versatile experience benefits company is many
ways. She is a TEV and Financial Due Diligence
Expert and is associated with renowned
consultants in Gujarat.

Her financial knowledge and problem-solving
approach enable company's Board to work with
vigilance and trespass ambiguity.

2.

Mr. Ravi Bhandari

He is a Senior Management professional having
Engineering Degree with around 27 years of
Industry experience in various Corporates &
another 6 years as an Independent Business &
strategy Advisor.

His experience spans across various fields, from
Projects, Techno commercial, Business handling
with P&L responsibility, etc. He has worked with
different sectors like Manufacturing,
Petrochemicals, Petroleum, Telecommunications
and Healthcare.

His expertise lies in defining Problem Statement &
then drive it through excellent 'Execution' to
achieve desired outcomes/results. Spectrum of his
experience spans from stabilizing the Organization,
nurturing it, driving expansion through various
modes and eventually leading an organization

towards Profitability / Public. He has a knack of
evolving / developing various Business /
Engagement Models to create a Win-Win
proposition. He has an excellent command to
design strategic Acquisition Plans. He has Worked
with Entrepreneurs from various domains and sizes
to understand their vision and help them attain
that by crafting specialized strategy for them. As an
Industry expert, he has been on various Govt panels
& committees too. He is also an Independent
Director and on Board of a listed entity apart from
being on board of a couple of Unlisted entities &
Start-ups.

3.

Mrs. Arpita Shah

Mrs. Arpita T. Shah is a qualified Chartered
Financial Analyst by profession having experience
of more than 16 years.

She started her career as Equity Research Analyst
in 2005 and gained the first-hand experience of
Interacting with Investors, writing of Research
Reports, keeping Coverage of Industry Related
news, Global Trends and Developments. Since
2012 she is working as an Independent Financial
Advisor.

Macroeconomics to microeconomics, Global
Trends to Geopolitical movements. Current Affairs'
and the Consumption Cycle are her area of interest
and expertise.

Professional Qualification:

•Chartered Financial Analyst from ICFAI University,
Tripura in the Year 2009.

•Master of Commerce in the year 2008 from M. S.
University, Vadodara

•Bachelor of Commerce with Gold Medal in the
year 2006 from M. S. University, Vadodara

Professional Affiliations:

•Member of Indian Institute of Corporate Affairs of
India.

Achievements/ Awards:

•Late Shri. M M Chokshi Gold Medal from M. S.
University, Vadodara in the year 2006;

•Amita Vishnu Prasad Vyas Memorial Gold Medal
from M. S. University, Vadodara in the year 2006;
•Prof. V. Y. Kolhatkar Gold Medal from M. S.
University, Vadodara in the year 2006;

•Shri. Panubhai Hiralal Majmudar Gold Medal from
M. S. University, Vadodara in the year 2006.

(d)Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board, its committees and

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

(e) Directors Training & Familiarization

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

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

• Business Development Strategies & Plans;

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

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

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

20. Number of Meetings of the Board

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

21. Committees of the Board

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

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder's Relationship Committee

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

22. Policies adopted by the Company

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

i. Whistle Blower Policy

ii. Corporate Social Responsibility Policy

iii. Policy for Determination of Legitimate Purpose

iv. Board Diversity Policy

v. Policy on Preservation of Documents

vi. Director Familiarisation Programme

vii. Policy on Materiality of RPTs

viii. Policy for determination legitimate purpose for sharing of UPSI

ix. Policy for Appointment & Remuneration of Directors, KMPs and Employees.

x. Web Archival Policy

xi. Policy for procedure of inquiry in case of leak of UPSI.

xii. Code of Conduct for the Board Members and Senior Management Personnel

xiii. Code of Fair Disclosure of Unpublished Price Sensitive Information

xiv. Internal Control Policies & Procedures for Prevention of Insider Trading

xv. Policy on prevention of Sexual Harassment at Work Place

xvi. Criteria for making payments to Non-Executive Directors

xvii. Dividend Distribution Policy

xviii. Terms & Conditions of Appointment of Independent Directors

23. Vigil Mechanism/Whistle Blower Policy

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

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

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

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

25. Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's length basis. The
Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies
Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as
Annexure C in Form AOC-2.

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

26. Managerial Remuneration

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

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

27. Auditors
Statutory Auditors

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

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

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

Internal Auditors

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

Secretarial Auditor

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

Cost Auditor

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

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in
the Auditor's Reports

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

28. Corporate Governance Report

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

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

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

29. Management Discussion and Analysis Report

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

30. Risk Management Policy of the Company

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

31. Director's Responsibility Statement

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

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

(b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for
the year ended on that date;

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

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

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

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

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

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

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (“POSH Act") and Rules made thereunder, the Company has formed an Internal
Complaint Committee (“ICC") for its workplaces to address complaints pertaining to Sexual
Harassment in accordance with the POSH Act.

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

The following is the summary of sexual harassment complaints received and disposed of during
the year:

1. ) No. of complaints received: NIL

2. ) No. of complaints disposed off: NIL

33. Maternitv Benefit Act

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

34. Maintenance of Cost Records

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

35. Compliance with Secretarial Standards

During the year under review, your Company has complied with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India ("ICSI").

36. No application/ proceedings pending under IBC

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

37. Failure to Implement any Corporate Action

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

38. Business Responsibility Report

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

39.Stock Exchanges where the Securities are Listed

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

40.Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and
Analysis describing the Company's objectives, projections, estimates and expectations, may
constitute 'forward looking' statements within the meaning of applicable laws and regulations.
Although the expectations are based on reasonable assumptions, the actual results might differ.

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

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

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

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

42.Acknowledgement

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

For and on Behalf of the Board of
Bansal Roofing Products Limited
Sd/-

Kaushalkumar S. Gupta
Chairman & Managing Director
DIN:02140767
Date: August 04, 2025
Place: Vadodara