Directors Report of Bonlon Industries Ltd.

Mar 31, 2025

Your directors are pleased to present the 28^th Directors Report of the Company for the
financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company’s performance during the financial year ended March 31, 2025 as
compared to the previous financial year is summarized as below:

(Amount in Lakhs except EPS)

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue
Revenue from operations	62310.18	43148.60	62310.18	-
Other Income	30.89	8.74	30.59	-
Total Income	62341.07	43157.34	62340.77	-
Expenditure
Cost of Raw Material Consumed	7640.04	7469.79	7640.04
Purchase of Stock in Trade	51157.83	35345.53	51157.83	-
Change in Inventories	1373.39	(1195.24)	1373.39	-
Employee Benefit Expenses	233.50	202.21	233.50
Finance Cost	193.76	132.72	193.76	-
Depreciation	161.67	177.88	161.67	-
Other Expenses	1222.59	713.22	1222.96	-
Total Expenses	61982.78	42846.11	61983.15	-
Profit Before Tax	358.29	311.23	357.61	-
Less: Tax	89.23	78.35	89.23	-
Net Profit	269.05	232.88	268.38	-
Earning per equity share (Face

Value of ''10 each)
-Basic	1.90	1.64	1.89	-
-Diluted	1.90	1.64	1.89	-

2. NATURE OF BUSINESS

The business of our Company is broadly categorized into the following segments:

Metal: Our Company had been carrying on such business since their inception and
therefore it is the primary segment of our business. Our Company caters its clients
through products such as wire rods, wires, cathode and ingots made up from metals
like copper, aluminum, lead and zinc. Our business operations in this segment
include both manufacturing and trading activities. Manufacturing is mainly done for
the copper wire rods and wires and the rests of the products we deal in are traded by
us.

Trading: The Company trades the metal products not only in India but do the import
and export also and trades on MCX as well. The Company deals in Copper,
Aluminum, Zinc and Nickel etc. on the MCX Platform.

Manufacturing: The Company manufactures the Plastic Insulated Power Cables. The
manufacturing plant of the Company is located at E-424, RIICO Industrial Area,
Chopanki, Bhiwadi, Dist. Alwar, Rajasthan- 301019. This plant is installed in a
premises of 4000 Sq. meter.

The Company has one more extended unit of this manufacturing plant installed on
leased property situated at E-50(A), RIICO Industrial Area, Tapukara, Bhiwardi,
Khairthal Tij ara, Raj astha-301019.

The Company supplies these cables to buyers in India and also export outside the
India, majorly in United Arab Emirates and Nigeria.

Hotel: The Company has now sub-let the hotel unit.

There was no change in business activities of the Company during the F.Y. 2024-25.

3. FINANCIAL PERFORMANCE REVIEW

On a consolidated basis, revenue from operations was ? 62,310.18 Lakhs. Profit after
tax was ? 268.38 Lakhs. Earnings per share (basic) stood at ? 1.89.

On standalone basis, revenue from operations was ? 62,310.18 Lakhs as at 31^st March,
2025 as compared to ? 431,48.60 Lakhs as at 31^st March, 2024. Profit after tax was ?
269.05 Lakhs as compare to ? 232.88 Lakhs as at 31^st March, 2024. Earnings per
share (basic) stood at ? 1.90 as compared to ? 1.64 Lakhs as at 31^st March, 2024.

Your directors hoping the good business performance in the coming years.

4. FUTURE PROSPECTUS

Despite stiff competition in market, the buyers show preference to your company’s
product for its quality and timely delivery and hence your directors are confident to
increase the pace of growth of the Company in future ahead.

5. RESERVES & SURPLUS

The Company’s Reserve & Surplus in the year 2025 is Rs. 6748.22 Lakhs as compared
to the previous year it was Rs. 6479.17 Lakhs.

No Profit transferred to any specific reserve created but transferred to general reserves.

6. DIVIDEND

The Board of Directors has not recommended any dividend on the Share Capital of the
Company for the period ended 31st March 2025 considering the current cash flow
position of the Company and future funds requirement for growth of business.

7. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014.

8. LISTING ON STOCK EXCHANGES

Presently, your Company is listed in BSE Limited only. The annual listing fees for the
financial year 2025-26 to BSE Limited has been paid.

9. CASH FLOW STATEMENT:

In conformity with the provisions of Regulation 34(2)(C) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act
the Cash flow Statement for the year ended 31.03.2025 is forming a part of Annual
Report.

10. 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

No material changes and commitments which could affect the Company’s financial
position have occurred between the end of the financial year of the Company and the
date of this report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions of the Company with Related Parties are in the ordinary course of
business and at arm’s length. Information about the transactions with Related Parties
is given in the notes to the Financial Statements which forms a part of this Annual
Report.

The Board of Directors of the Company has sought the approval of Shareholders in
ensuing Annual General Meeting for material related party transactions with following
related parties during the period from conclusion of this 28^th Annual General Meeting
to the conclusion of 29^th Annual General Meeting to be held in year 2025:

i) Asier Metals Private Limited

ii) B.C. Power Controls Limited

iii) SHV Industries Private Limited

iv) Bon Lon Private Limited

v) Bon-Lon Securities Limited

vi) Harshit Finvest Private Limited

Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act,
2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as
Annexure- I to this Directors’ Report.

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees and investments as on 31st March, 2025 are given in
the Notes to the financial statement.

13. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 has been furnished.

14. DISCLOSURE RELATING TO SWEAT EQUITY SHARE

The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 has been furnished.

15. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND
EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any employee stock option scheme and employee stock
purchase scheme and hence no information as provisions of Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share
Based Employee Benefits) Regulations, 2014, has been furnished.

16. DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY
EMPLOYEES

There are no shares held by trustees for the benefit of employees therefore, no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules,
2014 has been furnished.

17. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

As on 31st March 2025, your Board were comprise 06 Directors which includes:

- Managing Director-01

- Whole Time Director-01

- Non- Executive Non Independent Directors- 01

- Non- Executive Independent Directors-03

Change in Directors during the year under review: There was no change in the
directors during the F.Y. 2024-25.

Re-appointment of director liable to retire by rotation- In terms of the provisions
Section 152 of the Companies Act, 2013 read with the Articles of Association of the
Company, Mr. Rajat Jain, Director of the Company is liable to retires by rotation at the
ensuing 28^th Annual General Meeting and being eligible offered him-self for re¬
appointment.

Declarations By Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the Independent
Directors confirming that they fulfill the criteria of independence as specified in Section
149(6) of the Companies Act, 2013.

Key Managerial Personnel

In compliance with the requirements of Section 203 of the Companies Act, 2013
following were the Key Managerial Personnel of the Company on closing of the financial
year 2024-25:

• Mr. Arun Kumar Jain - Managing Director

• Mr. Rajat Jain - Whole Time Director

• Mr. Ankit Gupta - Chief Financial Officer

• Mr. Naveen Kumar - Company Secretary & Compliance Officer

Policy on Directors'' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the
Policy on appointment of Board members including criteria for determining
qualifications, positive attributes, independence of a Director and the Policy on
remuneration of Directors, KMP and other employees is forming a part of Corporate
Governance Report.

It is thereby, affirmed that remuneration paid to the Directors, Key Management
Personnel and other employees is as per the Remuneration Policy of the Company.

Meetings Of Board of Directors

The Board of Directors met 09 times during the financial year ended March 31, 2025 in
accordance with the provisions of the Companies Act, 2013 and rules made there¬
under. Directors of the Company actively participated in the meetings and contributed
valuable inputs on the matters brought before the Board of Directors from time to time.
Additionally, during the financial year ended March 31, 2025 the Independent
Directors held a separate meeting in compliance with the requirements of Schedule IV
of the Companies Act, 2013.

Committees Meetings

The meeting of Committees of Board of the Companies were held during the F.Y. 2024¬
₂₅ as fo11ows_:

NAME OF COMMITTEE	NUMBER OF MEETINGS HELD DURING F.Y. 2024-25
Audit Committee	06
Shareholders Grievances Committee	01
Nomination and remuneration committee	02
Corporate Social Committee	01

Members of the Committees discussed the matter placed and contributed valuable
inputs on the matters brought before.

18. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2025, the Board of
Directors hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies have been selected and
applied consistently and the Directors 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 on March 31, 2025 and of the profits of the Company for the
year ended on that date;

iii. The Directors had taken proper and sufficient care was taken for the
maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. The Directors has prepared annual accounts of the Company have been
prepared on a going concern basis;

v. The Directors had laid down internal financial controls have been laid down to
be followed by the Company and that such internal financial controls are
adequate and were operating effectively;

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

19. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of
the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under
the head, ‘Audit Committee’ for matters relating to constitution, meetings and
functions of the Committee.

20. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee and
formulated the criteria for determining the qualification, positive attributes and
independence of a Director (the Criteria). The Nomination and Remuneration
Committee has formulated a policy relating to the remuneration for Directors, Key

Managerial Personnel and other employees, as required under Section 178 (1) of the
Companies Act, 2013.

Kindly refer section on Corporate Governance, under the head, ‘Nomination and
Remuneration Committee’ for matters relating to constitution, meetings, functions of
the Committee and the remuneration policy formulated by this Committee.

21. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the
Board has carried out the performance evaluation of all the Directors (including
Independent Directors) on the basis of recommendation of Nomination and
Remuneration Committee and the criteria formulated for the performance
evaluation. The evaluation of the Board and of the various committees was
made on the basis of the following assessment criteria:

(i) Adequacy of the constitution and composition of the Board and its
Committees

(ii) Understanding of the Company’s principles, values, philosophy and
mission statement

(iii) Matters addressed in the Board and Committee meetings

(iv) Effectiveness of the Board and its Committees in providing guidance to the
management of the Company

(v) Processes followed at the meetings

(vi) Board’s focus, regulatory compliances and Corporate Governance

The performance of the Committees was also evaluated by the members of the
respective Committees on the basis of the Committee effectively performing the
responsibility as outlined in its Charter/Terms of reference. Similarly, the
evaluation of the Independent Directors and other individual Directors’
performance was made by the entire Board, on the basis of the following
assessment criteria:

(i) Attendance and active participation in the Meetings

(ii) Contribution in Board and Committee Meetings

(iii) Execution and performance of specific duties, obligations, regulatory
compliances and governance The Board members had submitted their
response for evaluating the entire Board and respective Committees of
which they are members.

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company was not meeting any criterial of Section 135 (1) of the Companies Act,
2013 during the immediately preceding financial year 2023-24. Therefore, it was not
required to spend any funds for Corporate Social Responsibility during the financial
year 2024-25 in terms of Section 135 (5) of the Companies Act, 2013.

23. OTHER BOARD COMMITTEES

For details of other board committees viz. Shareholders/ Investors Grievance p
Committee, kindly refer to the section on Corporate Governance.

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24. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

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The Company has established a vigil mechanism, through a Whistle Blower Policy,
where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not
only helps the Company in detection of fraud, but is also used as a corporate
governance tool leading to prevention and deterrence of misconduct.

1

It provides direct access to the employees of the Company to approach the Compliance p
Officer or the Chairman of the Audit Committee, where necessary. The Company
ensures that genuine Whistle Blowers are accorded complete protection from any kind

of unfair treatment or victimization. I

1

The Whistle Blower Policy is disclosed on the website of the Company at f

www.bonlonindustries.com. I

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25. RISK MANAGEMENT POLICY

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The Board of Directors of the Company has formulated a Risk Management Policy |
which aims at enhancing shareholders’ value and providing an optimum risk reward
thereof. The risk management approach is based on a clear understanding of the
variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.

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26. INTERNAL FINANCIAL CONTROLS

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1

The Company has in place adequate internal financial controls related to financial f
statement. During the year, such controls were tested and no reportable material
weaknesses were observed for inefficiency or inadequacy of such controls. Some of the
controls are outlined below: I

♦> The Company has adopted accounting policies, which are in line with the f
Accounting Standards and other applicable provisions of the Companies Act,
2013;

♦> Changes in polices, if any, are approved by the Audit Committee in consultation
with the Auditors;

♦> In preparing the financial statement, judgment and estimates have been made
based on sound policies. The basis of such judgments and estimates are
approved by the Auditors and the Audit Committee; |

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

Your directors appreciate the significant contribution made by the employees to the p
operations of your Company during the period.

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The information required on particulars of employees as per Section 197(12) of the |
Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given in a separate Annexure- II to this

Directors’ Report. f

I

s

As per the provisions contained in the proviso to Section 136(1) of the Companies Act,
2013, the some of the aforesaid particulars are not being sent as a part of this Annual
Report. Any Member interested in obtaining a copy of the same may write to the
Company Secretary at the registered office of the Company.

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

The company values the dignity of individuals and strives to provide a safe and
respectable work environment to all its employees. The company is committed to
provide an environment, which is free of discrimination, intimidation and abuse. The
company believes that it is the responsibility of the organisation to protect the dignity
of its employees and also to avoid conflicts and disruptions in the work environment
due to such cases. The company has put in place a ‘Policy on Redressal of Sexual
Harassment at Work Place’ as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). As per the 43 28TH
ANNUAL REPORT 2024-25 policy, employees may report their complaint to the Internal
Complaints Committee (ICC) at all the units, constituted with due compliance under
the POSH.

During the year review, no complaint was received / filed by any person and no
complaint is pending to be resolved as at the end of the year.

The following is a summary of complaints received and resolved during the reporting
period.

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: Not Applicable

29. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, a draft annual return in
MGT 7 is placed on website of the Company and a link of the website where Annual
Return is placed is http://bonlonindustries.com/.

30. Report on Subsidiaries, Associates and Joint Venture companies

The Company has one wholly owned subsidiary i.e.. SHV Industries Private Limited.
The Company has no associates and joint ventures companies.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy, and technology absorption have not been furnished
considering the nature of activities undertaken by the Company during the year under
review.

Foreign Exchange Inflow:

Export of Goods : Rs. 7,007.98 Lakh

Foreign Exchange Outflow:

Import/ Purchase of Goods : Rs. 28,537.47 Lakh

32. CORPORATE GOVERNANCE

A report on Corporate Governance and the certificate from the Secretarial Auditor
regarding compliance with the conditions of Corporate Governance have been furnished
in the Annual Report and form a part of the Annual Report.

33. MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.

34. AUDITORS
Statutory Auditors

M/s. Gaur & Associates, Chartered Accountants, the Statutory Auditors of the
Company, were re-appointed by the shareholders of the Company in 27^th Annual
General Meeting of the Company held on 28^th September 2024 for the 02^nd term of 05
years starting ending with the conclusion of 32^nd Annual General Meeting to be held in
calendar year 2029.

M/s Gaur & Associates have also confirmed their eligibility under Section 141(3)(g) of
the Companies Act, 2013 and the Rules framed there under for re-appointment as
Auditors of the Company.

Further, the Audit Report given by M/s Gaur & Associates for the Financial Year 2024¬
25, forming part of this Annual Report.

The Reports of Statutory Auditor do not contain any qualification, reservation or
adverse remarks. During the year the Statutory Auditors have not reported any matter
under Section 143 (12), therefore no detail is required to be disclosed under the
applicable provisions of the Act.

Secretarial Auditor

In accordance with Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
amended provisions of Regulation 24A of the Listing Regulations, the Board of
Directors, on the recommendation of the Audit Committee, had approved and
recommended to the Members, the appointment of M/s. Dabas S & Co., Company
Secretaries, (Firm Registration Number: S2021DE803400) and Peer Review Certificate
No. 5677/2024, as Secretarial Auditors of the Company to hold office for the first term
of Five consecutive years, from F.Y. 2025-26 to FY 2029-30. M/s Sanjeev Dabas,
Practicing Company Secretary is Proprietor of M/s Dabas S & Co. The resolution for
seeking approval of the members of the Company for the appointment of M/s. Dabas S
& Co. as the Secretarial Auditors is provided in the Notice of the ensuing AGM along
with their brief profile and other relevant details. M/s. Dabas S & Co., Company
Secretaries, have consented to act as the Secretarial Auditors of the Company and have
confirmed that their appointment, if approved, would be within the prescribed limits

under the Act & relevant Rules, and Listing Regulations. They have also affirmed that
they are not disqualified from being appointed as the Secretarial Auditors under the
applicable provisions of the Act, its Rules, and the Listing Regulations. The Secretarial
Audit Report for the Financial Year 2024-25, issued by M/s Dabas S & Co., Company
Secretaries, who were appointed by the Board of Directors their Meeting held on 31st
July 2024 to Conduct the Secretarial Audit under Section 204 of the Companies Act,
2013, for the Financial Year ended on 31st March 2025.

Therefore, as required under provisions of Section 204 of the Companies Act, 2013, the
report in respect of the Secretarial Audit carried out by M/s Dabas S & Co., Company
Secretaries, in Form MR-3 for the F.Y. 2024-25 is attached as Annexure- III’ which
forms part of this Report.

The Reports of Secretarial Auditor do not contain any qualification, reservation or
adverse remarks. Therefore, no detail is required to be disclosed under the applicable
provisions of the Act.

Internal Auditors

M/s Shyam Goel & Associates, Chartered Accountants, performed the duties of
internal auditors of the Company during the F.Y. 2024-25 and their report was
reviewed by the audit committee from time to time.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board
of Directors had appointed M/s Goyal, Goyal & Associates, Cost Accountants (Firm
Registration No. 000100) Cost Accountants as Cost Auditors of the Company, for the
Financial Year 2024-2025.

The Reports of Cost Auditor do not contain any qualification, reservation or adverse
remarks. Therefore, no detail is required to be disclosed under the applicable
provisions of the Act.

35. ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to thank the customers, suppliers, bankers,
business partners/associates, financial institutions and various regulatory authorities
for their consistent support/encouragement to the Company.

Your directors would also like to thank the Members for reposing their confidence and
faith in the Company and its Management.

By Order of the Board of Directors
For, Bonlon Industries Limited

Date: August 29, 2025

Place: New Delhi (Arun Kumar Jain) (Rajat Jain)

Managing Director Whole Time Director
DIN: 00438324 DIN:00438444

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Mar 31, 2024

Your directors are pleased to present the 27^th Directors Report of the Company for the
financial year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company’s performance during the financial year ended March 31, 2024 as
compared to the previous financial year is summarized as below:

(Amount in Lakhs except EPSt

PARTICULARS	2023-24	2022-23
Revenue
Revenue from operations	43148.60	51103.88
Other Income	8.74	147.87
Total Income	43157.34	51251.75
Expenditure
Cost of Raw Material Consumed	7469.79	5449.71
Purchase of Stock in Trade	35345.53	44669.12
Change in Inventories	(1195.24)	(31.31)
Employee Benefit Expenses	202.21	122.70
Finance Cost	132.72	67.70
Depreciation	177.88	147.95
Other Expenses	713.22	604.42
Total Expenses	42846.11	51030.28
Profit Before Tax	311.23	221.46
Less: Tax	78.35	53.02
Net Profit	232.88	168.45
Earning per equity share (Face Value of ''10 each)
-Basic	1.64	1.19
-Diluted	1.64	1.19

2. NATURE OF BUSINESS

The business of our Company is broadly categorized into the following segments:

Metal: Our Company had been carrying on such business since their inception and
therefore it is the primary segment of our business. Our Company caters its clients
through products such as wire rods, wires, cathode and ingots made up from metals
like copper, aluminum, lead and zinc. Our business operations in this segment
include both manufacturing and trading activities. Manufacturing is mainly done for
the copper wire rods and wires and the rests of the products we deal in are traded by
us.

Trading: The Company trades the metal products not only in India but do the import
and export also and trades on MCX as well. The Company deals in Copper,
Aluminum, Zinc and Nickel etc. on the MCX Platform.

Manufacturing: The Company is mainly into the manufacturing of Plastic Insulated
Power Cables. Manufacturing plant of the Company is located at E-424, RIICO
Industrial Area, Chopanki, Bhiwadi, Dist. Alwar, Rajasthan- 301019.

This plant is installed in a premises of 4000 Sq. meter. The Company manufactures
Armoured and Un-armoured Plastic Insulated Power Cables in various sizes. The
Company supplies these cables to buyers in India and also export outside the India,
majorly in United Arab Emirates and Nigeria.

Hotel: The Company has now sub-let the hotel unit.

There was no change in business activities of the Company during the F.Y. 2023-24.

3. FINANCIAL PERFORMANCE REVIEW

The Company’s total revenue stood at Rs. 43148.60 Lakhs as at 31^st March, 2024 as
compared to Rs. 51,103.88 Lakhs as at 31^st March, 2023.

Your directors hoping the good business performance in the coming years.

4. FUTURE PROSPECTUS

Despite stiff competition in market, the buyers show preference to your company’s
product for its quality and timely delivery and hence your Directors are confident of
achieving better working results in the coming years.

5. RESERVES & SURPLUS

The Company’s Reserve & Surplus in the year 2024 is Rs. 6479.17 Lakhs as compared
to the previous year it was Rs. 6246.29 Lakhs.

No Profit transferred to any specific reserve created but transferred to general reserves.

6. DIVIDEND

The Board of Directors has not recommended any dividend on the Share Capital of the
Company for the period ended 31st March 2024 considering the current cash flow
position of the Company and future funds requirement for growth of business.

7. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014.

8. LISTING ON STOCK EXCHANGES

Presently, your Company is listed in BSE Limited only. The annual listing fees for the
financial year 2024-25 to BSE Limited has been paid.

9. CASH FLOW STATEMENT:

In conformity with the provisions of Regulation 34(2)(C) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act
the Cash flow Statement for the year ended 31.03.2024 is forming a part of Annual
Report.

10. 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

No material changes and commitments which could affect the Company’s financial
position have occurred between the end of the financial year of the Company and the
date of this report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions of the Company with Related Parties are in the ordinary course of
business and at arm’s length. Information about the transactions with Related Parties
is given in the notes to the Financial Statements which forms a part of this Annual
Report.

The Board of Directors of the Company has sought the approval of Shareholders in
ensuing Annual General Meeting for material related party transactions with following
related parties during the period from conclusion of this 27^th Annual General Meeting
to the conclusion of 28^th Annual General Meeting to be held in year 2025:

i) Asier Metals Private Limited

ii) B.C. Power Controls Limited

iii) Bon Lon Private Limited

iv) Bon-Lon Securities Limited

v) Harshit Finvest Private Limited

Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act,
2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as
Annexure- I to this Directors’ Report.

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees and investments as on 31st March, 2024 are given in
the Notes to the financial statement.

13. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 has been furnished.

14. DISCLOSURE RELATING TO SWEAT EQUITY SHARE

The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 has been furnished.

15. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND
EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any employee stock option scheme and employee stock
purchase scheme and hence no information as provisions of Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share
Based Employee Benefits) Regulations, 2014, has been furnished.

16. DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY
EMPLOYEES

There are no shares held by trustees for the benefit of employees therefore, no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules,
2014 has been furnished.

17. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

As on 31st March 2024, your Board were comprise 06 Directors which includes:

- Managing Director-01

- Whole Time Director-01

- Non- Executive Non Independent Directors- 01

- Non- Executive Independent Directors-03

Change in Directors during the year under review: During the F.Y. 2023-24, Ms.
Siya Seth was appointed as an Independent Director of the Company by the
shareholders of the Company in 26^th Annual General Meeting held on 29^th September
2023 for a period of 5 Years starting from 01.09.2023 to 31.08.2028.

Further Mr. Anil Kumar Jain had resigned from the directorship of the Company w.e.f.
01.09.2023 due to personal reasons without any other material reason.

Re-appointment of director liable to retire by rotation- In terms of the provisions
Section 152 of the Companies Act, 2013 read with the Articles of Association of the

Company, Mrs. Smita Jain, Director of the Company is liable to retires by rotation at
the ensuing 27^th Annual General Meeting and being eligible offered him-self for
reappointment.

Declarations By Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the Independent
Directors confirming that they fulfill the criteria of independence as specified in Section
149(6) of the Companies Act, 2013.

Key Managerial Personnel

In compliance with the requirements of Section 203 of the Companies Act, 2013
following were the Key Managerial Personnel of the Company on closing of the financial
year 2022-23:

• Mr. Arun Kumar Jain - Managing Director

• Mr. Rajat Jain - Whole Time Director

• Mr. Ankit Gupta - Chief Financial Officer

• Mr. Naveen Kumar - Company Secretary & Compliance Officer

Policy on Directors'' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the
Policy on appointment of Board members including criteria for determining
qualifications, positive attributes, independence of a Director and the Policy on
remuneration of Directors, KMP and other employees is forming a part of Corporate
Governance Report.

It is thereby, affirmed that remuneration paid to the Directors, Key Management
Personnel and other employees is as per the Remuneration Policy of the Company.

Meetings Of Board Of Directors

The Board of Directors met 09 times during the financial year ended March 31, 2024 in
accordance with the provisions of the Companies Act, 2013 and rules made there¬
under. Directors of the Company actively participated in the meetings and contributed
valuable inputs on the matters brought before the Board of Directors from time to time.

Additionally, during the financial year ended March 30, 2024 the Independent
Directors held a separate meeting in compliance with the requirements of Schedule IV
of the Companies Act, 2013.

Committees Meetings

The Audit Committee met 05 times during the financial year ended March 31, 2024.
The nomination and remuneration committee met 04 times during the financial year
ended March 31, 2024. The Shareholders Grievances Committee met 03 times during
the financial year ended March 31, 2024 and Corporate Social Committee met 01 times
during the financial year ended March 31, 2024. Members of the Committees discussed
the matter placed and contributed valuable inputs on the matters brought before.

18. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2024, the Board of
Directors hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies have been selected and
applied consistently and the Directors 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 on March 31, 2024 and of the profits of the Company for the
year ended on that date;

iii. The Directors had taken proper and sufficient care was taken for the
maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. The Directors has prepared annual accounts of the Company have been
prepared on a going concern basis;

v. The Directors had laid down internal financial controls have been laid down to
be followed by the Company and that such internal financial controls are
adequate and were operating effectively;

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

19. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of
the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under
the head, ''Audit Committee’ for matters relating to constitution, meetings and
functions of the Committee.

20. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee and
formulated the criteria for determining the qualification, positive attributes and
independence of a Director (the Criteria). The Nomination and Remuneration
Committee has formulated a policy relating to the remuneration for Directors, Key
Managerial Personnel and other employees, as required under Section 178 (1) of the
Companies Act, 2013.

Kindly refer section on Corporate Governance, under the head, ''Nomination and
Remuneration Committee’ for matters relating to constitution, meetings, functions of
the Committee and the remuneration policy formulated by this Committee.

21. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the
Board has carried out the performance evaluation of all the Directors (including
Independent Directors) on the basis of recommendation of Nomination and
Remuneration Committee and the criteria formulated for the performance

evaluation. The evaluation of the Board and of the various committees was
made on the basis of the following assessment criteria:

(i) Adequacy of the constitution and composition of the Board and its
Committees

(ii) Understanding of the Company’s principles, values, philosophy and
mission statement

(iii) Matters addressed in the Board and Committee meetings

(iv) Effectiveness of the Board and its Committees in providing guidance to the
management of the Company

(v) Processes followed at the meetings

(vi) Board’s focus, regulatory compliances and Corporate Governance

The performance of the Committees was also evaluated by the members of the
respective Committees on the basis of the Committee effectively performing the
responsibility as outlined in its Charter/Terms of reference. Similarly, the
evaluation of the Independent Directors and other individual Directors’
performance was made by the entire Board, on the basis of the following
assessment criteria:

(i) Attendance and active participation in the Meetings

(ii) Contribution in Board and Committee Meetings

(iii) Execution and performance of specific duties, obligations, regulatory
compliances and governance The Board members had submitted their
response for evaluating the entire Board and respective Committees of
which they are members.

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company was not meeting any criterial of Section 135 (1) of the Companies Act,
2013 during the immediately preceding financial year 2022-23. Therefore, it was not
required to spend any funds for Corporate Social Responsibility during the financial
year 2023-24 in terms of Section 135 (5) of the Companies Act, 2013.

23. OTHER BOARD COMMITTEES

For details of other board committees viz. Shareholders/ Investors Grievance
Committee, kindly refer to the section on Corporate Governance.

24. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism, through a Whistle Blower Policy,
where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not
only helps the Company in detection of fraud, but is also used as a corporate
governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance
Officer or the Chairman of the Audit Committee, where necessary. The Company
ensures that genuine Whistle Blowers are accorded complete protection from any kind
of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at
www.bonlonindustries.com.

25. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy
which aims at enhancing shareholders’ value and providing an optimum risk reward
thereof. The risk management approach is based on a clear understanding of the
variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.

26. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls related to financial
statement. During the year, such controls were tested and no reportable material
weaknesses were observed for inefficiency or inadequacy of such controls. Some of the
controls are outlined below:

? The Company has adopted accounting policies, which are in line with the
Accounting Standards and other applicable provisions of the Companies Act,
2013;

? Changes in polices, if any, are approved by the Audit Committee in consultation
with the Auditors;

? In preparing the financial statement, judgment and estimates have been made
based on sound policies. The basis of such judgments and estimates are
approved by the Auditors and the Audit Committee;

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

Your directors appreciate the significant contribution made by the employees to the
operations of your Company during the period.

The information required on particulars of employees as per Section 197(12) of the
Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given in a separate Annexure- II to this
Directors’ Report.

As per the provisions contained in the proviso to Section 136(1) of the Companies Act,
2013, the some of the aforesaid particulars are not being sent as a part of this Annual
Report. Any Member interested in obtaining a copy of the same may write to the
Company Secretary at the registered office of the Company.

28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL! ACT. 2013

In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
has been notified on 9th December, 2013. Under the said Act every company is
required to set up an Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee. Pursuant to the legislation
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013, the Company has a Policy on Prevention of Sexual Harassment at
Workplace.

The Company in its endeavor for zero tolerance towards any kind of harassment,
including sexual harassment, or discrimination at the workplace has in accordance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, the Company has not received any
complaint under the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013.

29. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, a draft annual return in
MGT 7 is placed on website of the Company and a link of the website where Annual
Return is placed is http://bonlonindustries.com/.

30. Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy, and technology absorption have not been furnished
considering the nature of activities undertaken by the Company during the year under
review.

Foreign Exchange Inflow:

Export of Goods : Rs. 4,316.36 Lakh
Advance Returned-Import: 383.09 Lakh

Foreign Exchange Outflow: Rs. 12,535.79 Lakh

32. CORPORATE GOVERNANCE

A report on Corporate Governance and the certificate from the Secretarial Auditor
regarding compliance with the conditions of Corporate Governance have been furnished
in the Annual Report and form a part of the Annual Report.

33. MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.

34. AUDITORS
Statutory Auditors

M/s. Gaur & Associates, Chartered Accountants, the Statutory Auditors of the
Company, were appointed as Statutory Auditor of Company in 22nd Annual General

Meeting held on 30.09.2019 for a period of 5 years, upto the conclusion of the 27th
Annual General Meeting of the Company to be held in year 2024. Therefore, the first
term of M/s. Gaur & Associates, as Statutory Auditors of the Company will be
completed on the conclusion of this 27^th Annual General Meeting.

On recommendation of audit committee the Board of Directors have recommended to
the shareholders of the Company to re-appoint M/s Gaur & Associates, Chartered
Accountants, the Statutory Auditors of the Company for the 02^nd term of 05 years
starting from the conclusion of this ensuing Annual General Meeting to the conclusion
of 32^nd Annual General Meeting to be held in calendar year 2029.

M/s Gaur & Associates have also confirmed their eligibility under Section 141(3)(g) of
the Companies Act, 2013 and the Rules framed there under for re-appointment as
Auditors of the Company.

Further, the Audit Report given by M/s Gaur & Associates for the Financial Year 2023¬
24, forming part of this Annual Report.

The Reports of Statutory Auditor do not contain any qualification, reservation or
adverse remarks. During the year the Statutory Auditors have not reported any matter
under Section 143 (12), therefore no detail is required to be disclosed under the
applicable provisions of the Act.

Secretarial Auditor

The Board of Directors had appointed M/s Dabas S Co., Company Secretaries as
Secretarial Auditor of the Company in Board Meeting held on 01st September 2024 to
Conduct the Secretarial Audit under Section 204 of the Companies Act, 2013, for the
Financial Year ended on 31st March 2024.

Therefore, as required under provisions of Section 204 of the Companies Act, 2013, the
report in respect of the Secretarial Audit carried out by M/s Dabas S & Co., Company
Secretaries, in Form MR-3 for the F.Y. 2023-24 is attached as Annexure- IIP which
forms part of this Report.

The Reports of Secretarial Auditor do not contain any qualification, reservation or
adverse remarks. Therefore, no detail is required to be disclosed under the applicable
provisions of the Act.

Internal Auditors

M/s Shyam Goel & Associates, Chartered Accountants, performed the duties of
internal auditors of the Company during the F.Y. 2023-24 and their report was
reviewed by the audit committee from time to time.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board
of Directors had appointed M/s Goyal, Goyal & Associates, Cost Accountants (Firm
Registration No. 000100) Cost Accountants as Cost Auditors of the Company, for the
Financial Year 2023-2024.

The Reports of Cost Auditor do not contain any qualification, reservation or adverse
remarks. Therefore, no detail is required to be disclosed under the applicable
provisions of the Act.

35. ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to thank the customers, suppliers, bankers,
business partners/associates, financial institutions and various regulatory authorities
for their consistent support/encouragement to the Company.

Your directors would also like to thank the Members for reposing their confidence and
faith in the Company and its Management.

By Order of the Board of Directors
For, Bonlon Industries Limited

Date: August 31, 2024

Place: New Delhi (Arun Kumar Jain) (Rajat Jain)

Managing Director Whole Time Director
DIN: 00438324 DIN: 00438444