Bonlon Industries Ltd

To,

The Members,

Bonlon Industries Limited

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:

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:

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 thereunder. 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 202324, 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.