During the year, the Board of Directors of your Company has decided not to transfer any amount to the reserves and decided to retain all the profits under surplus account.

Your company has achieved a total turnover of? 32,032.09 Million during the financial year 202425 as against ? 22,843.86 Million in the previous financial year 202324. The net profit after tax of the company for the financial

year 202425 is ? 1,251.61 Million as against ? 684.23 Million for the previous financial year 202324.

The export of the company during the year was? 3,288.07 Million as compared to ? 2,839.41 Million during the previous financial year 202324.

Your Company has achieved a consolidated turnover of ? 35,071.68 Million during the Financial Year 202425 under review as against ? 1,463.66 Million in the previous financial year 202324. The consolidated net profit

after tax of the company for the financial year 202425 is ? 1,453.55 Million as against ? 752.42 Million for the previous financial year 202324.

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/financialsof thecompany/ and audited accounts of its wholly owned subsidiary Companies are available on the Company's website at https://bansalwire.com/auditedfinancial statementsofsubsidiarv/

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations'), the Board of Directors of the Company (the 'Board') approved and adopted the Dividend Distribution Policy (the 'Policy').

The Policy is available on the website of the Company at

DividendDistributionPolicy.pdf

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 forthe financial year ended on March 31, 2025.

During the period under review the Company ensured that the Board has an optimum combination of Executive and NonExecutive Directors, in line with the applicable provisions of the Act and the Listing Regulations. 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).The Board also included 1 Wholetime Director who serves as the Chairman,

1 Director serving as Whole Time Director and Chief Operating Officer, and 1 Managing Director & Chief Executive Officer. The names of the Directors are listed below:

During the year under review, Shri Saurabh Goel, Independent Director of the Company tendered his resignation with effect from October 23, 2024. The Board of Directors appointed Shri Piyush Tiwari (DIN: 07194427) as an Additional Director (NonExecutive Independent), pursuant to applicable provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and on the recommendation of Nomination and Remuneration Committee w.e.f. October 23, 2024. His appointment was approved by the Shareholders of the Company by Special Resolution byway of Postal Ballot passed as onjanuary 10, 2025. In the opinion of the Board, Shri Piyush Tiwari is a person of integrity and fulfils requisite conditions as per applicable laws and is independent of the management of the Company.

In pursuance of 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 LODR and based on the recommendation of Nomination and Remuneration Committee ("NRC"), the members of the Company have reappointed, Shri Satish Prakash Aggarwal as an Independent Director (NonExecutive) for second term of 5 consecutive years w.e.f. May 15, 2025

Pursuant to the provisions of Section 152(5) of the Companies Act, 2013 read with the rules made thereunder

and as per the Articles of Association of the Company, onethird of the total number of directors (excluding Independent Directors) shall be liable to retire by rotation.

Accordingly, Shri Umesh Kumar Gupta, Whole Time Director (DIN: 06579602) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board recommends reappointment of Shri Umesh Kumar Gupta, for approval of the Members at the ensuing AGM.

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

During the year under review, Shri Piyush Tiwari was appointed as an Additional Director (NonExecutive Independent) as on October 23, 2024 and was regularized by the members as on January 10, 2025.

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 Listing Regulations confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded their opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing Regulations. The details of the familiarization programmes imparted to the Independent Directors are covered in the Corporate Governance Report forming part of the Annual Report.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as I ndependent Directors of the Company. Further, the Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity, proficiency

and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

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:

There have been no material changes or commitments affecting the financial position of the company from the end of the financial year 202425 up to the date of this report.

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted 'Whistle Blower Policy for Directors, officer or any other stakeholder. The Company seeks to provide the mechanism to deal with the cases of unethical behaviour in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The same is detailed in the Corporate Governance Report forming part of the Annual Report. The Policy is made available on the website of the Company at https://bansalwire.com/ wpcontent/uploads/2025/08/VigilMechanismPolicy.pdf

To comply with the requirements of Regulation 17(5) of the Listing Regulations, the Company has adopted Code of Conduct ("the Code"). The code requires directors and employees 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/wpcontent/ uploads/2024/09/CodeofconductofBoardof DirectorsandSeniorManagementPersonnel.pdf

As on March 31, 2025, your Company has two wholly owned subsidiary companies namely, Bansal Steel & Power Limited (BSPL) and BWI Steel Private Limited.

Bansal Steel & Power Limited: Company holds 100% equity stake in the Bansal Steel & Power Limited with effect from July 31, 2024. It is currently engaged in the business of manufacturing and Trading of Steel wires.

BWI Steel Private Limited: BWI Steel Private Limited was incorporated on October 4, 2024 as wholly owned subsidiary of the Company. The business operations have not commenced yet.

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

Pursuant to the provisions of Section 129(3) of the Act, a statement in AOC1 containing salient features of the financial statement of the subsidiary Companies is annexed as ANNEXURE1. The particulars of the financial performance of the said subsidiary Companies are provided as part of the consolidated financial statement.

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the draft annual return in form MGT7 as on March 31, 2025 is uploaded on the website of the Company and is available at

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of the Listing Regulations, the Company has a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company. The Policy includes, interalia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees 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/wpcontent/uploads/2024/07/ NominationandRemunerationPolicy.pdf

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 compliances of corporate governance as stipulated under ScheduleV of Listing Regulations is annexed herewith as ANNEXURE 2.

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 8< Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole. Board Committees (viz. Audit Committee, Stakeholders' Relationship Committee, Nomination 8< Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Banking 8< Finance Committee); Directors and the Chairperson.

The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow Directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company's business/ activities amongst other matters. Similarly, the Board was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Nomination &

Remuneration Committee and Board of Directors at their respective meetings. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

Separate meeting of Independent Directors was also held to:

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

Review the performance of the Chairman of the Company consideringthe views ofthe other Directors of the Company.

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

Pursuant to Section 134(5) ofthe 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, 2025, the applicable Accounting Standards have been followed and there are no material departures.

such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as on March 31, 2025.

proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

During the financial year 202425 Company has come up with Initial Public Offer (IPO) and was listed on July 10, 2024 on the BSE Ltd and National Stock Exchange of India Ltd. The Company has successfully completed the Initial Public Offer. In the IPO, 29,101,562 Equity Shares of ? 5/ each were offered by the Company at a premium of ? 251 / per share at an issue price of ? 256/ per shares

aggregating to ? 7,450.00 million. This milestone of listing of our equity shares gives us more energy and resources to double down what have got us here and move forward on a transformative journey.

During the year; the Company has issued 29,101,562 Equity Shares of ? 5/ each at a premium of ? 251/ per share at an issue price of ? 256/ per shares aggregating to ? 7,450.00 million via Initial Public Offer.

As a result of above, the total paidup Share Capital ofthe company as on March 31, 2025 was increased to ? 78,27,79,760/ divided into 15,65,55,952 equity shares of ? 5/ each.

AGM fora period of 5 consecutive years i.e. from Financial Year 202425 to Financial Year 202829.

The Auditor's Report of M/s Prateek Gupta & Company

on Standalone and Consolidated Annual Financial Statements for the financial year ended on March 31,2025 does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 ofthe Act and rules made thereunder and pursuant to Regulation 24A of SEBI Listing Regulations, 2015, the Board of Directors at its meeting held on September 03, 2024 had appointed M/s. Ranjit Tripathi 8< Associates, Practising Company Secretaries, peer review certificate No. 3294/2023 as Secretarial Auditor to carry out Secretarial Audit of the Company for the financial year 202425. The Secretarial Audit Report ofthe Company in form MR3 for FY2024 25 is annexed herewith as ANNEXURE 3 and does not contain any qualification, reservation, adverse remark or disclaimer.

In line with the amendment to the Listing Regulations, the Board, at its meeting held on July 21, 2025, based on the recommendation of the Audit Committee, has considered, approved, and recommended to the Members of the Company the appointment of M/s. Ranjit Tripathi 8< Associates as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 202526 to the financial year 202930 at a remuneration of? 0.15 Millions (plus applicable taxes and reimbursement of out of pocket expenses) and M/s. Ranjit Tripathi 8< Associates have confirmed they are not disqualified from being appointed as the Secretarial Auditors ofthe Company.

Further, Secretarial Audit of the material unlisted subsidiary viz. BSPL for FY202425, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by M/s Ranjit Tripathi & Associates. The Secretarial Audit Report of BSPL is annexed herewith as ANNEXURE 4 and does not contain any qualification, reservation, adverse remark or disclaimer and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

For further details on the proposed appointment of Secretarial Auditors, please refer to the Notice of the 40^th AGM.

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 21,2025 had appointed M/s Ashish 8< Associates, Cost Accountants, Delhi (Firm Registration No. 103521) as Cost Auditor to carry out cost audit of records maintained by the Company in relation to its business of manufacturing of steel wire for the financial year ended on March 31,2025.

The remuneration of ? 0.15 Million (plus applicable taxes and reimbursement of out of pocket expenses) in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AGM.

In compliance with the provisions of Section 148 of the Act, the Company has prepared and maintained its cost records for the financial year 202425. The Cost Audit Report issued for the financial year 202425, does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

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 reenactment 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 21, 2025 has appointed M/s S N Garg & Co, (FRN: 0002207C), Chartered Accountants, Ghaziabad, Uttar Pradesh as Internal Auditors of the Company for the Financial year 202525 at such remuneration as may be mutually decided between Internal Auditors and board of Directors.

Your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large under CSR. The Corporate Social Responsibility (CSR) Committee of Directors is in place in terms of Section 135 of the Act.

The composition, terms of reference and other details of the CSR Committee are provided in the 'Report on Corporate Governance', which forms part of this Annual Report. The CSR Committee has formulated and recommended to the Board, a CSR Policy outlining CSR projects/activities to be undertaken by the Company during the year under review. The CSR Policy is available on the Company's website at https://bansalwire.com/ wpcontent/uploads/2024/09/CSRPolicy.pdf

During the yearthe Company has spent ? 19.65 Million on CSR Activities. The Report on the CSR Activities is annexed herewith marked as ANNEXURE 5 to the Board Report.

Details of investments made and loans/ guarantees/ securities given, as applicable, are given in notes to Financial Statements for the year ended March 31, 2025.

The Company utilizes a comprehensive compliance management tool designed to efficiently streamline and oversee compliance tracking and reporting across all departments.This tool incorporates customized compliance checklists tailored to each unit's needs, ensuring tasks are assigned, completed within deadlines, and systems are updated accordingly. Compliance based tasks are mapped to respective users, who in turn ensure to complete the same within stipulated timelines and update the necessary systems to facilitate monitoring. Any regulatory changes are promptly and appropriately integrated into the system as they arise. This has strengthen a system driven, steady compliance culture in the Company.

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. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2025, is annexed as ANNEXURE6. Details of related party transactions are provided in

the Financial Statements of the Company, which forms part of this Annual Report. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website https://bansalwire.com/ wpcontent/uploads/2025/05/PolicyonMaterialityand dealingwiththeRelatedPartyTransaction.pdf. During the year, the Board approved amendment to the RPT Policy at its meeting on 15^th April, 2025, based on the Audit Committee's recommendation. These changes were made to incorporate the amendments to the Listing Regulations.

All Related Party Transactions (RPT) and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All RPT are subjected to independent review by a reputed accounting firm to establish compliance with the requirements under the Act, and Listing Regulations.

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:

Energy Management is one of the key components of Companys 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.

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

Earning in Foreign Currency

(? in Million)

Expenditure in Foreign Currency

(? in Million)

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. No instance or complaint was reported to Internal Complaints Committee during the year under review. The Policy is placed on the website of the Company at https://bansalwire.com/ wpcontent/uploads/2024/09/PolicyonPreventionof SexualHarassmentAtWorkplace.pdf

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

(a) Number of complaints of sexual harassment received in the yearNil

(b) Number of complaints disposed off during the year Nil

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

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 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the MR Rules") is annexed herewith as ANNEXURE 7 forming integral part of this report.

Your Company has a robust and well embedded system of internal controls. It has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company has also in place internal control system which is supplemented by an extensive program of internal audits and their review by the management. An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company.

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/wpcontent/ uploads/2025/06/RiskManagementPolicy.pdf

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

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 202425 and the Company continues to carry on its existing business.

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

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.

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.

During the year, the Company has acquired the remaining 23.85% stake in Bansal Steel 8< Power Limited (BSPL) and consequently BSPL became the Wholly Owned Subsidiary Company w.e.f. July 31, 2024.

Additionally, BWI Steel Private Limited was incorporated on October 4, 2024, as a Wholly Owned Subsidiary of Bansal Wire Industries Limited.

Bansal Wire Industries Limited listed its Equity Shares on the BSE Limited and National Stock Exchange of India Limited on July 10, 2024. The listing fees duly paid to the exchange and annual custodial fees has been paid to CDSL and NSDL for the F.Y. 2025 26.

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).

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.

There were 17 (Seventeen) meetings of the Board of Directors held during the financial year under review or further details of these meetings, Members may please refer 'Report on Corporate Governance' which forms part of the Annual Report.

During the year under review, to meet the listing requirement the various committees have been formed by the Company. 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 the Annual Report.

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 onetime settlement with any Bank or Financial Institution.

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

Your Director(s) place on record their sincere appreciation for the cooperation 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.

For Bansal Wire Industries Limited

Sd/

Date: July 21, 2025 Arun Gupta

Place: Delhi Chairman