Directors Report of Bansal Roofing Products Ltd.

Mar 31, 2025

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 21^st Annual General Meeting
of the Company to be held in the year 2029.

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

Internal Auditors

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

Secretarial Auditor

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

Cost Auditor

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

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

---

Mar 31, 2024

The Directors are pleased to present the 16^th 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, 2024.

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	2023-24	2022-23
Total Revenue including Other Income	10,578.82	9,342.56
Profit before Finance cost, Deprecation & Taxes	665.86	708.07
(Less): Finance cost	(58.27)	(55.89)
(Less): Depreciation & Amortization Expenses	(127.91)	(94.04)
Profit before Exceptional Item & Taxes	479.68	558.14
(Less): Exceptional Item	-	-
Profit Before Taxes	479.68	558.14
(Less): Tax Expenses	(125.11)	(141.08)
Profit for the Year	354.57	417.06
Other Comprehensive Income	0.66	-
Total Comprehensive Income	355.23	417.06
Earnings per Share	2.69	3.16

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:

Particulars	Percentage (%) increase
Revenue	13.23 %
EBIDTA	-5.96 %
PAT	-14.98 %

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 rollforming 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 Personnela) 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

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	Whole-Time Director	09.01.2014	09.01.2022	-
3	Kailash Gupta	Whole-Time Director	24.08.2020	24.08.2023	-
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	-	-

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 nonexecutive 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. AuditorsStatutory 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

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.

---

Mar 31, 2015

To,

The Members

Bansal Roofing Products Limited

3/2, Labdhi Ind. Estate,

Acid Mill Compound,

Ranmukteshwar road,

Vadodara - 390 004

Your Directors are pleased to present their Seventh Board's Report together with the Audited Financial Statements for the year ended on March 31, 2015

1. EXTRACT OF ANNUAL RETURN: {Section 92 (3)} In Form MGT- 9 enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS: (Section 134)

The Board of Directors duly met 8 times on 14/05/2014, 22/05/2014, 02/06/2014, 09/07/2014, 22/08/2014, 10/11/2014, 05/01/2015 and 07/03/2015

3. DIRECTORS RESPONSIBILITY STATEMENT:

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

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) The Directors have 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 at the end of the financial year and of the profit and Loss of the Company for that period;

iii) The Directors have taken proper and sufficient care 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;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

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

4. RE-APPOINTMENT OF INDEPENDENT DIRECTOR {SECTION 149 (10)}

Mrs. Beena Bisht was appointed as Independent Director on 20/01/2014 as per Companies Act, 1956 and thereby was appointed as Independent Director as on 20/05/2014 as per Companies Act, 2013 for a term upto five consecutive years ended on 19/05/2018.

Mrs. Shilpa Jadeja was appointed as Independent Director on 20/01/2014 as per Companies Act, 1956 and thereby was appointed as Independent Director as on 20/05/2014 as per Companies Act, 2013 for a term upto five consecutive years ended on 19/05/2018.

Ms. Bhavitaben Gurjar was appointed as Independent Director on 20/01/2014 as per Companies Act, 1956 and thereby was appointed as Independent Director as on 20/05/2014 as per Companies Act, 2013 for a term upto five consecutive years ended on 19/05/2018.

5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS (Section134):

1. Mrs. Beena Bisht

2. Mrs. Shilpa Jadeja

3. Ms. Bhavitaben Gurjar

were the Independent Directors on the board during the year being more than one third of the total strength of the board and have remained independent throughout the year as contemplated in sub section (6) of section 149.

6. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION: {Section 178 (3) and 178 (4)}

The Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board the policy with respect to remuneration for the directors, key managerial personnel and other employees. The policy is presented as follows:

Appointment:

As per the Articles of Association of the Company, one third strength of the Board is required to retire by rotation at the ensuing Annual General Meeting. Mrs. Sangeeta K. Gupta are liable to retire by rotation at the ensuing Annual General Meeting.

The appointment or reappointment of a director is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required by the post.

Remuneration:

The Executive and Whole-time Directors of the company are paid remuneration as per their respective contracts which are approved by the Board after taking into consideration the recommendations made by Nomination and Remuneration Committee.

The Nomination and Remuneration Committee also recommends the sitting fees which is required to be paid to Non Executive Directors of the company.

7. AUDITORS, SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE QUALIFICATIONS :

Auditors:

M/s. Santlal Patel & Co. Chartered Accountants, bearing FRN. 113888W who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act up to this Annual General Meeting and from whom necessary consent has been obtained under section 141 of the Companies Act, 2013 are eligible for re-appointment as required under the provisions of Section 139 of the Companies Act, 2013 from the conclusion of this Annual General Meeting till the conclusion of Eleventh Annual General Meeting of the Company subject to ratification of the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. The Company has received the necessary eligibility certificate from the Auditors and the Directors recommend the resolution at item no. 3 of the notice for the approval of the members.

The Auditors in their Audit Report/in the Annexure to their Audit Report have not provided with any qualification.

8. SECRETARIAL AUDIT:

Secretarial Audit Report in terms of Section 204 (1) is enclosed as Annexure II.

M/s. Devesh R. Desai, Company Secretaries were engaged by the Board for the purposes of Secretarial Audit for the year ended on 31/03/2015.

The Secretarial Auditors in their Secretarial Audit Report/in the Annexure to their Audit Report have not provided with any qualification.

9. LOANS, GUARANTEES AND INVESTMENTS BY COMPANY (Section 186)

The Company has not given any loan or guarantee or security or made any investment during the financial year.

10. RELATED PARTIES TRANSACTION

In Form AOC-2 enclosed as Annexure III.

11. FINANCIAL RESULTS:

Amount in Lacs Particulars Current year Previous Year 2014-15 2013-14

Total Sales 2450.47 1916.98

Profit before Finance Cost, Depreciation, 110.93 110.14

Extraordinary items & Taxes

Less Finance Cost (14.01) (11.09)

Less Depreciation & Amortization (17.10) (6.43)

Profit before Prior vPeriod items and Tax 79.82 92.62

Add Exceptional and Extra Ordinary Items (10.40) 1.96

Profit Before Tax (PBT) 69.42 94.58 Provision for Tax (21.65) (28.62)

(Current Deferred Income Tax)

Profit After Tax (PAT) 47.77 65.96

Balance brought forward from previous year 73.05 58.81

Profit available for appropriation 120.83 124.77 Appropriation : issue of bonus shares NIL 51.72

Balance carried to Balance Sheet 120.83 73.05

Paid up capital 219.72 151.72

Reserves and Surplus 256.83 73.05

12. RESERVES:

The Company proposes to carry Rs. 47,77,276 to the Reserves from net profits of Rs. 47,77,276. All the Requirements as laid down in Companies Act, 2013 and Rules made there under are complied with.

13. DIVIDEND:

Directors of the Company do not recommend dividend to its shareholders this year as profit has been reduced, as compared from the last year.

14. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEET

AND THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

15. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: (i) steps taken by the company for utilizing alternate sources of energy including waste generated - Company has not taken such steps but the company is in process to setup a solar plant at factory in near future.

(ii) Capital investment on energy conservation equipment's - N.A.

(B) Technology absorption:

1. Efforts, in brief, made towards technology absorption. - N.A.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. - N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

(C) Foreign exchange earnings and Outgo

PARTICULARS AMOUNT (In Lacs) Foreign Exchange earned in terms of actual inflows 153.20 during theyear

Foreign Exchange outgo during the year in terms of 2.51 actualoutflows

16. RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

18. FORMAL ANNUAL EVALUATION:

The formal annual evaluation of Directors is made depending upon Companies Evaluation Policy.

19. OTHER MATTERS:

Following are the other matters to be covered pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rules made there under:

Sr. No. Particulars Disclosure

1. financial summary/highlights Your Company registered a remarkablegrowth in its operations. Turnover of the Company was increased by Rs. 533.49 Lacs as compared to last year. However Profit After Tax amountedto Rs. 47.77 Lacs against Rs. 65.96 Lacs of the previous year.

2. change in the nature of business There was no change in the nature ofthe business during the year

3. Details of directors or key CFO of the Company was appointed managerial personnel who were during the year. appointed or have resigned during the year;

4. Names of companies which have N.A. become or ceased to be its Subsidiaries, joint ventures or associate companies during theyear along with reasons therefore; 5. (Details relating to Deposits No deposits were accepted during the covered under Chapter V of the year. Act:

(a) Accepted during the year:

(b) remained unpaid or unclaimed as at the end of the year:

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year: OR and if so (default), number of such cases and the total amount involved:

i. at the beginning of the year

ii. maximum during the year

iii.at the end of the year

(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act

6. Details of significant and NA material orders passed by the Regulators or courts or tribunals impacting the going concern status and company's operations in future.

20. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

Since the company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 no disclosures are required to be made.

21. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT {Section 131 (1)S}

The company has not made any modification or alteration in its Financial Statement / Board Report in respect of last three financial year.

22. RESIGNATION OF DIRECTOR {Section 168(1)}

The Board of Director is duly constituted and none of the directors have resigned from the office of the director during this Financial year.

23. AUDIT COMMITTEE {Section 177 (8)}

The Company has established an Audit Committee consisting of Ms. Bhavitaben Gurjar, Mrs. Beena Bisht and Mr. Satishkumar S. Gupta, the majority being the Independent directors.

24. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE

RULES MADE THEREUNDER:

Sr. Particulars No.

(i) the ratio of the Name of the Director: Ratio:

remuneration of each director to Mr. Kaushalkumar S. 12.67 : 1

the median Gupta remuneration of Mrs. Sangeeta K. Gupta the employees of 1.62 : 1

the company for the financial year 2014-15

(ii) Percentage Name of the Director: Percentage:

increase in

Mr. Kaushalkumar S. 67.54 remuneration of Gupta each director and CEO in the

Mrs. Sangeeta K. Gupta

financial year 45.71

(iii) Percentage increase in the median Percentage: 35.10 remuneration of employees in the financial year 14-15 as compared with financial year 13-14

(iv) Number of permanent employees on the 31.03.2015 31.03.2014

rolls of company 21 2

(v) Explanation on the Explanation: The rates of raw materials and finished goods relationship have dropped bit by bit in succession from September, between average 2014 up to March, 2015. Simultaneously the demand of increase in our products dropped and supply increased due to entry remuneration and of new players. Thus there was decrease in performance of company the Company and due to increase in number of employees. performance (PAT)

(vi) Comparison of the Comparison: remuneration of the Key Managerial M.D. W.T.D. C.S. C.F.O. Personnel against the performance Kaushalkumar Sangeeta Harneet kaur S. Ajay Tank

of the company

S. Gupta K. Gupta Anand

(PAT);

33.49% 4.27% 3.90% 2.37%

(vii) The key Key Parameters: N.A.

parameters for any variable component of remuneration availed by the directors

(viii) Comparison of the Year Remuneration PAT Comparison

remuneration of (%)

the Key

Managerial 2013-14 1659649 6596077 25.16

Personnel against

the performance of

2014-15 2103640 4777276 44.03

the Company

(ix) Average (44.24)%

percentage increase already made in the salaries of employees other than the managerial remuneration in Comparison with the last financial year

(x) The ratio of the There was no such employee during the year who received remuneration of remuneration in excess of any director's remuneration. the highest paid director to that of the employees who are not directors but receive

remuneration in excess of the highest paid director during the year.

(xi) Percentage M.D. IW.T.D. [CFO[CS

increase in

remuneration of 67.53926702 45.7142857 0 62.4436323

each director,

Chief Financial

Officer, Chief

Executive Officer,

Company

Secretary or

Manager

(xii) Affirmation The Board affirms that the remuneration is as per the

remuneration policy of the company

(xiii) Details 31.03.2015 31.03.2014

Variation in

Market Capitalization Rs. 7,14,09,000 N.A

Price Earning Ratio 13.60 NIL

Percentage 8.33% (32.50- N.A

Increase/decrease of 30/30*100)

market quotations

Net worth of the Rs. 4,76,54,637 Rs. 2,24,77,361

Company

25. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

No Managing Director or Whole- Time Director of the Company was in receipt of any remuneration or commission from the Company's Holding or Subsidiary companies during the financial year.

26. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

There are no Subsidiaries, Associates and Joint Venture of the Company.

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Company's website.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti- harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition And Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman of the committee.

29. ACKNOWLEDGEMENTS

The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India, HDFC Bank and all other statutory and non- statutory agencies for their co- operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

For and on Behalf of the Board Bansal Roofing Products Limited

Sd/- Sd/-

Satishkumar S. Gupta Kaushalkumar S. Gupta

Whole Time Director Managing Director

DIN: 02140734 DIN: 02140767



Date: 20/08/2015

Place: Vadodara

---

Mar 31, 2014

Dear Shareholders

The Directors of your Company have pleasure in submitting their Sixth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results:

The working results of the Company for the year ended 31-03-2014 stands as under : (Rs. In lacs) Year ended Year ended Particular 31/03/2014 31/03/2013

Total Sales 1916.98 1715.51

Profit before Finance Costs, Depreciation, Extraordinary items & Tax 110.14 97.55

Less : Finance Costs (11.09) (2.66)

Less : Depreciation and Amortization (6.43) (6.63)

Profit before Prior Period Items and Tax 92.62 88.26

Exceptional and extra ordinary items - -

Prior period items 1.96 -

Profit Before Tax (PBT) 94.58 88.26

Provision for Tax (Current Deffered) (28.62) (24.64)

Profit after Tax 65.96 63.62

Balance brought forward from previous year 58.81 (4.81)

Profit available for appropriation 124.77 58.81

Appropriation : Issue of Bonus Shares 51.72 -

Balance Carried to Balance Sheet 73.05 58.81

Paid-up Capital 151.72 100.00

Reserve and Surplus 73.05 58.81

Performance:

Your Company registered a remarkable growth in its operations. The operating profit before charging depreciation and finance cost amounted to Rs. 110.14 lacs against Rs. 97.55 lacs in the preceding year, representing a rise of 12.91%. Profit after tax amounted to Rs. 65.96 lacs against Rs. 63.62 lacs in the preceding year.

Operations:

All the projects undertaken by company are progressing as per schedule.

Transfer To Reserve:

Company has transferred profit to general reserve.

Dividend:

In view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31st March 2014.

Business:

Efforts are being made to provide better result than earlier years.

Directors:

At the ensuing Annual General Meeting, Mr. Satishkumar S. Gupta, Whole Time Director retire by rotation in terms of the Articles of Association of the Company and being eligible, offers himself for reappointment. A brief profile of the director is given in the notice of the 6th Annual General Meeting.

A brief resume of director retiring by rotation seeking appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold directorship and/or membership/Chairmanship of Committees of Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are given in the section of Annual Report.

Deposits:

The Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

Unclaimed Dividend:

There is no balance lying in unpaid equity dividend account.

Insurance:

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

Auditors:

M/s Santlal Patel & Co., Chartered Accountants, the auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They being eligible for reappointment as Statutory Auditor of the Company and have expressed their willingness to accept office and have furnished certificate under Section 139 of the Companies Act, 2013 for their eligibility for re-appointment. Your directors recommend for their appointment.

Auditors'' Report:

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

Directors'' Responsibility Statement:

Pursuant to the provisions of Section 134 of the Act, your Directors hereby confirm the following:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

2) That the Directors have 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 at the end of the financial year ended 31.03.2014 and of the Profit & Loss of the Company for that period.

3) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the annual accounts on a going concern basis.

Pollution and Energy Conservation and Foreign Exchange:

Company''s Plant runs with the electricity which is supplied by MGVCL. It is reviewed and checked periodically checked as a measure of periodical maintenance. The particulars regarding technology absorption and Foreign exchange earnings and outgo pursuant to section 217 (1) (e) of the Companies Act, 1956 are as under:

C. Technology absorption

The Company''s plant is running satisfactorily. No other technology is involved in Company''s facility.

Particulars of Employees:

There was no employee drawing remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Appreciation:

Your Directors wish to place on record their sincere appreciation for the encouragement and co- operation received by the Company from customers, various Government, Semi- Government and Local Authorities, Suppliers, Shareholders and business associates.

Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company. Last but not the least, the Board of Directors wish to thank the Investor/ Shareholders for their support, co-operation and faith in the Company.

Registered Office : By Order of the Board of Directors 3/2, Labdhi Ind. Estate, Acid Mill Compound, Ranmukteshwar Road, Pratapnagar, Vadodara-390004 Sd/- Sd/- Kaushalkumar S. Gupta Satishkumar S. Gupta Date : 22-08-2014 Chairman & Managing Whole-time Place : Vadodara Director Director