Bansal Wire Industries Ltd

Dear Members,

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:

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 Non-Convertible 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 24th 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 After01, 2023 the financial year, the Company has issued 29101562 Equity Shares of Rs. 5/- each ata 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 38th 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. 39th 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 thefinancial year ended on March 31, 2024. The Secretarial Audit Report of 2023-the Company for FY- 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

*Interest 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.