Dear Members,

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

FINANCIAL SUMMARY

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

RESERVES

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

ON STANDALONE BASIS

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

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

ON CONSOLIDATED BASIS

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

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

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board consecutive years with effect from August 12, of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations'), the Board of Directors of the Company (the ‘Board') approved and adopted the Dividend Distribution Policy (the ‘Policy').

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

DIVIDEND

With a view of augmenting the financial resources for generating stable growth, the Board of Directors of the company has decided to carry forward entire profit and hence, they have not recommended any dividend on the

Equity Shares of the Company for the financial year ended on March 31, 2026.

DIRECTORS

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

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

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

DIRECTORS' APPOINTMENT AND RE-APPOINTMENT

During the year under review, pursuant to Section 149 of Companies Act, 2013 and rules made thereunder as amended from time to time and in accordance with the applicable Regulations of SEBI Listing Regulations and based on the recommendation of Nomination and

Remuneration Committee ("NRC"), the Board of Directors of the Company has re-appointed , Shri Satish Prakash Aggarwal as an Independent Director (Non-Executive) of the Company for a second term of 5 consecutive years w.e.f. July 13, 2025. Further, the said re-appointment was also approved by the members through Postal Ballot. There were no resignation, retirement, or any other change in the composition of the Board of Directors of the Company. The existing Directors continued to hold their respective positions throughout the year.

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

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

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

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

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

Cessation

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

CHANGE IN DESIGNATION

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

INDEPENDENT DIRECTORS' DECLARATION

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

Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs (IICA). The

Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the SEBI Listing Regulations.

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

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

KEY MANAGERIAL PERSONNEL

During the financial Year, there is no change in the Key

Managerial Personnel of the Company. At the end of the Financial Year, there were 5 Key Managerial Personnel in the Company. The details are given below:

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes or commitments affecting the financial position of the company for the financial year 2025 26 and till the date of this report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In compliance with Sections 177(9) and 177(10) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has implemented a

Whistle Blower Policy for Directors, officers, employees and other stakeholders. The Policy is designed to promote ethical business practices by providing a framework for reporting and investigating concerns relating to unethical behaviour, fraud, mismanagement and breaches of the Company's Code of Conduct. The same is detailed in the Corporate Governance Report forming part of the Annual Report. The Policy is available on the website of the Company at https://bansalwire.com/wp-content/ uploads/2025/08/Vigil-Mechanism-Policy.pdf

CODE OF CONDUCT

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct ("the Code") for Board of Directors and Senior

Management Personnel. The code requires directors and senior management personnel to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Company's website https://bansalwire. com/wp-content/uploads/2024/09/Code-of-conduct-of-Board-of-Directors-and-Senior-Management-Personnel. pdf.

CREDIT RATING

During the year under review, CRISIL Ratings Limited has

Short-re-affirmed

Term debts on October 14, 2025. Long Term CRISIL A+/Stable Short Term CRISIL A1

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

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

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

BWI Steel Private Limited: The Company continued to hold 100% of the equity share capital of BWI Steel Private Limited during FY 2025 26, making it a wholly owned subsidiary of the Company. The subsidiary has not yet commenced its business activities and remained non-operational during the year.

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

ANNUAL RETURN

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

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance in terms of SEBI Listing Regulations forms part of the Annual Report.

The certificate issued by M/s Ranjit Tripathi & Associates, Practising Company Secretaries confirming the compliance of conditions of corporate governance as stipulated under Schedule-V of SEBI Listing Regulations is annexed herewith as ANNEXURE-2.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In line with the requirements under the Act and the

SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Chairperson and Individual Directors.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee,

Stakeholders' Relationship Committee, Nomination &

Remuneration Committee, Corporate Social Responsibility

Committee, Risk Management Committee and Banking & Finance Committee); Directors and the Chairperson.

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

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

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

Separate meeting of Independent Directors were also held to:

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

sufficienthave been taken for the properand maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

There was no change in the authorised, issued, subscribed and paid-up share capital of the Company during FY 2025–26. The Authorised Capital of the Company is

Rs 900.00 Million and issued, subscribed and paid-up share capital is Rs 782.78 Million as on March 31, 2026.

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

Subsequent to the end of the financial year, the Board of

Directors of the Company, at its meeting held on August 12, 2026, considered and approved, the sub-division/ split of 1 (One) existing Equity Share of the Company having a face value of Rs5/- (Rupees Five only) each, fully paid-up, into 5 (Five) Equity Shares having a face value of Rs 1/- (Rupee One only) each, fully paid-up, subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting of the Company.

In furtherance thereof, the Board of Directors also approved the alteration of the Capital Clause of the

Memorandum of Association of the Company, subject to the approval of the Shareholders, to give effect to the aforesaid sub-division of Equity Shares, pursuant to which the altered Clause V shall stand substituted accordingly.

STATUTORY AUDITOR

M/s Prateek Gupta & Company, Chartered Accountants

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

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and rules made thereunder and pursuant to Regulation 24A of SEBI Listing Regulations and on the recommendation of the Audit Committee and Board of Directors, the Shareholders in the 40th AGM have appointed M/s. Ranjit

Tripathi & Associates, Practicing Company Secretaries, holding a valid Peer Review Certificate, (Peer Review CompanyCertificate Secretaries of India) as the Secretarial Auditors of the Company for a period of five (5) consecutive years commencing from Financial Year 2025-26, to conduct the Secretarial Audit of the Company.

The Report of the Secretarial Auditor for the FY 2025-26 is annexed herewith as ANNEXURE-3. The Observation/ remark contained therein was duly addressed by the

Company and did not have any adverse impact on the of investors.

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

Listing Regulations, has been conducted by M/s Ranjit

Tripathi & Associates, Practicing Company Secretaries. The Secretarial Audit Report of BSPL is annexed herewith as ANNEXURE–4 and does not contain any qualification, reservation, adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of SEBI Listing Regulations,

Annual Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Ranjit Tripathi

& Associates, Secretarial Auditors and submitted to the stock exchanges.

COST AUDITOR

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

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

INTERNAL AUDITORS

In terms of the provisions of section 138 of the Companies Act 2013, read with rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any of the

Companies Act 2013, (including any statutory modification

(s) or re-enactment thereof for the time being in force) and on the recommendation of Audit Committee, the Board of Directors of the Company in their meeting held on July 22, 2026 has appointed M/s S N Garg & Co, (FRN: 002207C), Chartered Accountants, Ghaziabad, Uttar Pradesh as Internal Auditor of the Company for the Financial year 2026-27 at a remuneration of Rs. 0.25 Million (plus applicable taxes and reimbursement of out of pocket expenses).

The Audit Committee considers and reviews the Internal

Audit Report for the financial year 2025-26 submitted by

S.N Garg & Co., Chartered Accountants, Internal Auditor of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to implementing socially beneficial initiatives that contribute to the welfare and sustainable development of the wider community through its Corporate Social Responsibility (CSR) efforts.

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

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

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

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

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

COMPLIANCE

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

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

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms' length basis. The Company has not entered into any contract or arrangement with related parties which could be considered "material" that required shareholders approval under the Act and the SEBI Listing Regulations and according to the policy of the Company on materiality of Related Party Transactions.

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

The disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2026, is annexed as

ANNEXURE-6. Details of related party transactions are provided in the Financial Statements of the Company, which form part of this Annual Report. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://bansalwire. com/wp-content/uploads/2026/08/Policy-on-Materiality-and-dealing-with-the-Related-Party-Transactions.pdf

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

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

CONSERVATION OF ENERGY

Energy Management is one of the key components of Company's business strategy as a responsible corporate house. The objective always has been to continually improve the energy performance and strive for higher standard of performance. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processors, Machinery and other

Capital Goods. Company has signed up to use rooftop solar power 7.5 MW. Constant efforts are made through regular/ preventive maintenance of existing electrical equipment to minimize breakdowns and loss of energy.

TECHNOLOGY ABSORPTION

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

Earning in Foreign Currency

( Rs in Million)

Expenditure in Foreign Currency

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has formed

Internal Committee in line with the provisions of the

Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules made thereunder. No instance or complaint was reported to Internal Committee during the year under review. The Policy is placed on the website of the Company at https:// bansalwire.com/wp-content/uploads/2026/08/Policy-on-Prevention-Prohibition-and-Redressal-of-Sexual-

Harassment-at-Workplace-2.pdf.

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

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

(b) Number of complaints disposed off during the year

Nil

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information and disclosures pertaining to remuneration and other details of employees, Directors and Key Managerial Personnel as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 ("the MR Rules") is annexed herewith as ANNEXURE-7 forming integral part of this report.

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

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

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

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

Owned Subsidiary.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

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

Management reviews the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company.

RISK MANAGEMENT

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of management's response to significant risks. The details of Risk Management

Committee are given in the Corporate Governance Report which forms part of this Annual Report. A detailed statement indicating development and implementation of a Risk Management policy of the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis Report.

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

MEMORANDUM AND ARTICLES OF ASSOCIATION

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

Memorandum of Association

Subsequent to the end of the financial year, the Board of Directors, at its meeting held on August 12, 2026, approved the sub-division/split of 1 (One) Equity Share of Rs5/- each into 5 (Five) Equity Shares of Rs1/- each and the corresponding change in Clause V of the Memorandum of Association of the Company, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

CHANGE IN NATURE OF BUSINESS

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

26 and the Company continues to carry on its existing business.

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34(2)(f) of SEBI Listing Regulations detailed information on the initiatives taken by the

Company from environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Annual Report.

DEPOSITS

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

ACQUISITION

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

LISTING WITH STOCK EXCHANGES

The shares of the Company are listed at National Stock

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

DEMATERIALISATION OF SHARES

The Entire Paid-up Share Capital of the Company is in Dematerialised form and the trading in shares of the Company is under compulsory demat segment. The

Company is listed on BSE Limited and National Stock Exchange of India Limited. The Company's shares are available for trading in the depository systems of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

BOARD DIVERSITY

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

Woman Directors. Further, the policy on Board Diversity is available on the website of the Company at https:// and material orders passed by bansalwire.com/wp-content/uploads/2024/07/Policy-onBoard-Diversity.pdf.

BOARD MEETINGS

There were 6 (Six) meetings of the Board of Directors held during the financial year under review. Further details of these meetings, Members may please refer ‘Report on

Corporate Governance' which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Company has formulated various committees in accordance with the applicable provisions of Companies Act, 2013 and SEBI Listing Regulations. At present, six Committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration

Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Banking and Finance Committee and Risk Management Committee.

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

GENERAL

Your Directors state that during the year under review:

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

The Company does not have any Employee Stock

Option Scheme.

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

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

Regulations during the year.

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

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

Code, 2016.

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

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

Security, 2020.

APPRECIATIONS

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

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