Bansal Roofing Products Ltd

BANSAL ROOFING PRODUCTS LIMITED

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

To, The Members,

Bansal Roofing Products Limited

The Directors are pleased to present the 16^th Annual Report detailing the Business & Opera ons of your Company Bansal Roo ng Products Limited (“the Company”) along with the Audited Financial Statements for the year ended March 31, 2024.

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

The Annual Report is available on the website of the Company www.bansalroo ng.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)

All significant accounting policies and material transactions have been disclosed in notes to accounts in the financial statements as on March 31, 2024.

2. Performance Highlights

During the year under review the Company achieved a turnover of Rs. 10,578.82 Lakhs as compared to Rs. 9,342.56 Lakhs in the previous year. The operating EBIDTA for the year is Rs 665.86 lakhs as against Rs 708.07 lakhs in the previous year. The Profit after Tax for the current year is Rs 354.57 lakhs against Rs 417.06 lakhs in the previous year. The percentage increase / decrease of above data is summarised as below:

3. Future Outlook

The fiscal year 2022-23 marked a significant milestone for Bansal Roofing Products Ltd. with the successful completion of the second phase of our new unit. This expansion increased our manufacturing area to approximately 76,000 sq ft, enabling us to produce up to 1,500 MT* of roll-forming products and 500 MT* of pre-engineered buildings (PEB). Building on this momentum, the construction of the third phase is currently underway, financed solely through our internal cash accruals. Although this has resulted in a slower pace of construction, we anticipate completion by August 2024. Upon completion, the total constructed shed area will expand to around 125,000 sq ft, boosting our PEB production capacity to 800 MT*, supported by additional machinery. Additionally, we are set to commence the fourth phase of construction, covering approximately 17,000 sq ft, with an expected completion by October 2024. This will further increase our PEB production capacity to 1,000 MT*, positioning Bansal Roofing Products Ltd. for continued growth and success in the coming years. (*above capacity is derived based on 2 shifts of 8 hours each)

4. Dividend

No Dividend was declared for the current financial year taking into consideration the resources needed for future expansion plans. Also, the dividend distribution policy is available on the website of the company www.bansalroofing.com under head “Policies of the Company” under Investor Section Tab.

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, 2024 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 taken any of the following corporate actions: 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. e. Right Issue: The Company has not issued any Right Issue Shares during the year under review.

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 2023-24, 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 2023-24 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 2023-24. 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 www.bansalroofing.com under the head “Annual Return of the Company“ under Investor Section 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 Net Profit of the company as per sec 198 of the Companies Act 2013 for F.Y. 2022-23 exceeds Rupees Five Crores, therefore, CSR provisions are applicable to the Company for F.Y. 2023-24.

Further, pursuant to Section 135(5) of Corporate Social Responsibility, the company shall spend in every Financial Year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years. Therefore, to fulfil the CSR obligations the total amount to be spent in FY 2023-24 is Rs. 9,23,995/- (Rupees Nine Lakhs Twenty-Three Thousand Nine Hundred Ninety-Five Only) whereas the actual amount spent is Rs. 9,31,996/- (Rupees Nine Lakhs Thirty-One Thousand Nine Hundred Ninety-Six Only). The details of expenditure incurred by the Company and brief details on the CSR activities are provided in Annexure B to this Report.

The CSR Policy of the Company is available on the website of the Company www.bansalroofing.com under the head “Policies of the Company” under Investor Section Tab.

19. Board of Directors and Key Managerial Personnel

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

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, Mr. Kailash Gupta, Whole Time Director of the Company retire by rotation at the 15th Annual General Meeting and being eligible have offered himself for reappointment.

In accordance with the Articles of Association of the company and pursuant to the provisions of Section 203 of the Companies Act, 2013 and the applicable rules made thereof, Mrs. Archi Shah,

Company Secretary and Compliance Officer has resigned w.e.f. December 11, 2023 and the vacancy was filled by Board Members by appointing Mrs. Ritu Kailash Bansal as the Company Secretary and Compliance Officer of the Company w.e.f. February 08, 2024.

There were no other changes in the Directors and Key Managerial Personnel during the F.Y. 2023-24 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 Section Tab.

List of Board of Directors and KMP as on March 31, 2024

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.

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 www.bansalroofing.com under head “Policies of the Company” under Investor Section Tab) and the Independent Directors are apprised with the same in the Board Meeting.

20.Number of Meetings of the Board

Five meetings of the Board of Directors were held during the Financial Year 2023-24. The details of the meetings of the Board of Directors of the Company during the Financial Year 2023-24 are given in the Corporate Governance Report which is annexed herewith as Annexure C. 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, 2024:

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 C.

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 www.bansalroofing.com under the head “Policies of the Company” under the Investor Section 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 D 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 www.bansalroofing.com under the head “Policies of the Company” under Investor Section 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 E.

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 Section Tab.

27.Auditors

Statutory Auditors

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

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

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

Internal Auditors

M/s. V. J. Amin & Co., Chartered Accountants, Vadodara have been re-appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules framed thereunder, for the Financial Year 2023-24 by the Board of Directors, upon recommendation of the Audit Committee.

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 F & Annexure G respectively.

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

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 I 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, 2024, 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, 2024 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 www.bansalroofing.com under the head “Policies of the Company” under Investor Section 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.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.

34.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”).

35.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.

36.Failure to Implement any Corporate Action

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

37.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, 2024. Therefore, there is no requirement to submit a separate report by the company.

38.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 2023-24.

39.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.

40.Investor Education and Protection Fund (“IEPF”)

The Company had declared dividend for the F.Y. 2017-18 in the 10th AGM of the company. An unclaimed dividend of Rs. 1500/- (Rupees Fifteen Hundred Only) has not been claimed by the beneficiary till date even after multiple reminders, therefore, if the same is not claimed by the beneficiary within completion of seven years it will be transferred to IEPF account.

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.

41.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.