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EQUITY - MARKET SCREENER

Bonlon Industries Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
543211
INE0B9A01018
61.0945314
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
BONLON
51.35
63.09
EPS(TTM)
Face Value()
Div & Yield %
0.75
10
0
 

As on: Sep 18, 2026 03:40 AM

<dhhead-DIRECTORS' REPORT</dhhead-

To,

The Members,

Bonlon Industries Limited

Your directors are pleased to present the 29th Directors Report of the Company for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The Company's performance during the financial year ended March 31, 2026 as compared to the previous financial year is summarized as below:

Particulars Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Revenue from operations 65,118.48 62,310.18 65,118.48 62,310.18
Other Income 161.17 30.89 169.07 30.59
Total Income 65,279.65 62,341.07 65,287.55 62,340.77
Cost of Materials Consumed 9,783.78 7,647.79 9,783.78 7,647.79
Purchase of Stock-in-Trade 53,458.44 51,661.04 53,458.44 51,661.04
Changes in Inventories 13.14 1,373.39 13.14 1,373.39
Employee Benefits Expense 330.39 233.50 330.39 233.50
Finance Cost 267.50 193.76 313.18 193.76
Depreciation 135.59 161.67 135.59 161.67
Other Expenses 887.42 711.64 890.67 712.01
Total Expenses 64,876.26 61,982.78 64,925.19 61,983.15
Profit Before Tax 403.39 358.29 362.36 357.61
Less: Tax 99.75 89.23 99.75 89.23
Net Profit (PAT) 303.64 269.05 262.61 268.38
Earnings per Equity Share (Basic) 2.14 1.90 1.85 1.89
Earnings per Equity Share (Diluted) 2.08 1.90 1.80 1.89

2. NATURE OF BUSINESS

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

Metal: Our Company has been carrying on such business since inception and it is the primary segment of our business. Our Company caters to its clients through products such as wire rods, wires, cathode and ingots made from metals like copper, aluminium, lead and zinc. Our business operations in this segment include both manufacturing and trading activities. Manufacturing is mainly done for copper wire rods and wires; the rest of the products are traded.

Trading: The Company trades metal products in India and also imports, exports and trades on MCX. The Company deals in Copper, Aluminium, Zinc and Nickel, etc. on the MCX platform.

Manufacturing: The Company manufactures Plastic Insulated Power Cables at its plant at E-424, RIICO Industrial Area, Chopanki, Bhiwadi, Dist. Alwar, Rajasthan-301019. It had one extended unit also on leased property at E-50(A), RIICO Industrial Area, Tapukara, Bhiwadi, Khairthal-Tijara, Rajasthan-301019. But now after 30th June 2026, this extended unit has been shifted to the New Plant of the Company being constructed at C- 1116, Bandapur CHopanki Ext., The Tapukara, RIICO Industrial Area, Bhiwadi, Khairthal, Tijara, Rajasthan-301019.

The Company is installing a new plant to manufacture High Tension Cables at 1116, Bandapur CHopanki Ext., The Tapukara, RIICO Industrial Area, Bhiwadi, Khairthal, Tijara, Rajasthan-301019. This plant will have estimated capacity of 10,000 kilometer wire manufacturing per annum. The Company is planning to commence the production of this plant in this financial year.

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

There was no change in the nature of business activities of the Company during F.Y.

2025-26.

3. FINANCIAL PERFORMANCE REVIEW

On a consolidated basis, revenue from operations was ? 65,118.48 Lakhs as against ?

62,310.18 Lakhs in the previous year. Profit after tax was ? 262.61 Lakhs as against ?

268.38 Lakhs in the previous year. Earnings per share (basic) stood at ? 1.85 as against ?

1.89 in the previous year.

On a standalone basis, revenue from operations was ? 65,118.48 Lakhs as at 31st March,

2026 as compared to ? 62,310.18 Lakhs as at 31st March, 2025. Profit after tax was ?

303.64 Lakhs as compared to ? 269.05 Lakhs as at 31st March, 2025. Earnings per share

(basic) stood at ? 2.14 as compared to ? 1.90 as at 31st March, 2025.

Your directors are hopeful of good business performance in the coming years.

4. FUTURE PROSPECTUS

Despite stiff competition in the market, buyers show a preference for your Company's

products for their quality and timely delivery, and hence your directors are confident of

increasing the pace of growth of the Company in the future.

5. RESERVES & SURPLUS

The Company's Reserves & Surplus as at 31st March, 2026 stood at ? 8,370.90 Lakhs as

compared to ? 6,748.22 Lakhs in the previous year.

No profit has been transferred to any specific reserve; the entire profit has been retained

in general reserves.

6. DIVIDEND

The Board of Directors has not recommended any dividend on the Share Capital of the

Company for the year ended 31st March, 2026, considering the current cash flow

position of the Company and future funds requirement for growth of the 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 —

Your Company's Equity Shares were listed on BSE Limited. During the year under

review, the Equity Shares of the Company were additionally listed on National Stock Exchange of India Limited (NSE) with effect from 20th February 2026. Accordingly, as

on 31st March 2026, the Company's Equity Shares are listed on both BSE Limited and

National Stock Exchange of India Limited. Annual listing fees for F.Y. 2026-27 have been

paid to both BSE Limited and NSE Limited.

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 the Companies Act,

2013, the Cash Flow Statement for the year ended 31.03.2026 forms part of the Annual Report.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR

AND THE DATE OF THE REPORT

The listing of Equity Shares on NSE (20/02/2026) occurred during F.Y. 2025-26 itself and

is reflected in Section 8 above.

Subsequent to the year end, the appointment of Mr. Pranay Jain as a Non-Executive Independent Director (originally appointed by the Board as an Additional Director w.e.f.

25th January, 2026) was regularised by the Members by way of a Special Resolution passed through postal ballot on 22nd April, 2026 (Postal Ballot Notice dated 19th March, 2026), for a first term of five consecutive years from 25th January, 2026 to 24th January,

2031, not subject to retirement by rotation.

Further, the Board of Directors, at its meeting held on 30th May, 2026, approved the sale

of the Company's entire shareholding in its wholly owned subsidiary, SHV Industries

Private Limited, at a fair value of ?10/- per equity share, to Mr. Arun Kumar Jain,

Managing Director (99,998 equity shares, ?9,99,980/-) and Mrs. Smita Jain, Non!

Executive Director (2 equity shares, ?20/-), on the recommendation of the Audit

Committee. Upon completion of this transaction, M/s SHV Industries Private Limited

has cease to be a subsidiary of the Company.

Further, the Board of Directors, at its meeting held on 14th August, 2026, approved the

Company applying for a Rights Issue of Equity Shares aggregating up to ?49.75 Crores.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES

All transactions of the Company with Related Parties were in the ordinary course of business and at arm's length. Information about transactions with Related Parties is

given in Note 33 to the Financial Statements forming part of this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule

8(2) of the Companies (Accounts) Rules, 2014 is given as an 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, 2026 are given in the

Notes to the Financial Statements. At the 28th Annual General Meeting held on 29th

September, 2025, the Members, by way of Special Resolutions, approved enabling limits

of up to ?200 Crores each for (a) loans, guarantees and security under Section 185 of the

Companies Act, 2013 to entities in which Directors are interested, and (b) loans, f

guarantees, security and investments under Section 186 of the Companies Act, 2013.

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 Rule 4(4) of the Companies (Share Capital

and Debenture) Rules, 2014 is furnished.

14. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

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

15. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND

EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any employee stock option scheme or employee stock

purchase scheme, and hence no information under Rule 12(9) of the Companies (Share

Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits)

Regulations is furnished.

Pursuant to an enabling Board Resolution dated 7th April, 2025 approving a preferential

issue of up to 2,00,60,000 Fully Convertible Warrants (aggregating up to ?66,19,80,000)

subject to Members' approval, and a Special Resolution passed by the Members through

postal ballot on 8th May, 2025, the Company sought and obtained an 'In-Principle

Approval' from BSE Limited on 26th September, 2025 for the issue of 1,53,60,000

Warrants convertible into an equivalent number of Equity Shares of dO/ - each at a price

not less than ?33/- to Promoter and Non-Promoter allottees on a preferential basis.

Pursuant to this approval, the Board of Directors, at its meeting held on 9th October,

2025, allotted the 1,20,55,000 (One Crore Twenty Lakh Fifty-Five Thousand) Warrants on

a preferential basis, in accordance with Section 62(l)(c) of the Companies Act, 2013 and

Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Each Warrant carries a right exercisable by the holder to subscribe to one Equity Share of

face value d0/- (plus a premium of ?23/-, i.e. an issue price of ?33/- per Warrant),

against an upfront payment of 25% of the issue price, with the balance 75% payable at

the time of exercise within a period of 18 months from the date of allotment. The

Warrants were allotted to persons belonging to the Promoter/Promoter Group

(97,00,000 Warrants) and Non-Promoter, Public Category (23,55,000 Warrants), for an

aggregate upfront subscription amount of ?9,94,53,750/-.

BSE's In-Principle Approval covered up to 1,53,60,000 Warrants; only 1,20,55,000

Warrants were allotted on 09th October 2025, as applications were received for that

quantity only. I

Of the 1,20,55,000 Warrants so allotted, 22,00,000 Warrants were converted into an

equivalent number of Equity Shares of d0/- each at the Board Meeting held on 30th

March, 2026, on payment of the balance 75% of the issue price by the holders —

11,00,000 Warrants each by Harshit Finvest Private Limited and Bon Lon Securities Limited. This conversion corresponds to the increase in the Company's paid-up Equity

Share Capital during the year, from d,418.34 Lakhs to d,638.34 Lakhs.

Increase in Authorised Share Capital

To provide the headroom needed to accommodate the above preferential issue and the

Company's future funding requirements, the Members, by way of an Ordinary

Resolution passed through postal ballot on 8th May, 2025 (the same postal ballot process

as the Special Resolution for the preferential warrant issue), approved an increase in the

Authorised Share Capital of the Company from d5,00,00,000/- (divided into 1,50,00,000

Equity Shares of d0/- each) to ^35,00,00,000/- (divided into 3,50,00,000 Equity Shares of

d0/- each), together with the consequential alteration of Clause V (Capital Clause) of

the Memorandum of Association.

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 is

furnished.

17. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on 31st March, 2026, the Board comprised 6 Directors, which includes:

• Managing Director - 1 (Mr. Arun Kumar Jain)

• Whole-time Director - 1 (Mr. Rajat Jain)

• Non-Executive Non-Independent Director - 1 (Mrs. Smita Jain)

• Non-Executive Independent Directors - 3 (Mr. Vineet Garg, Mrs. Bela Khattar Chauhan, Mr. Pranay Jain)

Change in Directors during the year under review:

Ms. Siya Seth (Non-Executive Independent Director, DIN: 02982252) tendered her

resignation under Section 168 of the Companies Act, 2013 from the directorship of the

Company, which was accepted by the Board of Directors with effect from 24th January,

2026. On the recommendation of the Nomination and Remuneration Committee, the

Board of Directors, at its meeting held on 24th January, 2026, appointed Mr. Pranay Jain

(DIN: 07151671) as an Additional Independent Director of the Company with effect from

25th January, 2026, to fill the resulting casual vacancy, for a first term of five consecutive

years from 25th January, 2026 to 24th January, 2031, not subject to retirement by rotation,

subject to the approval of the Members. His appointment was subsequently regularised by the Members by way of a Special Resolution passed through postal ballot on 22nd

April, 2026 (Postal Ballot Notice dated 19th March, 2026). Mr. Pranay Jain is a B.Tech in

Computer Science & Engineering with expertise in business management, finance

management, client engagement and information technology.

Re-appointment of director liable to retire by rotation:

In terms of Section 152 of the Companies Act, 2013 read with the Articles of Association

of the Company, Mr. Arun Kumar Jain, Director of the Company, is liable to retire by

rotation at the ensuing 29th Annual General Meeting and, being eligible, offers himself for re-appointment.

Declarations bv Independent Directors>

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received individual declarations from all Independent Directors confirming that they fulfil the

criteria of independence specified in Section 149(6) of the Companies Act, 2013.

Key Managerial Personnel

In compliance with Section 203 of the Companies Act, 2013, the following were the Key

Managerial Personnel of the Company as on close of F.Y. 2025-26:

• Mr. Arun Kumar Jain - Managing Director

• Mr. Rajat Jain - Whole-time Director I

• Mr. Ankit Gupta - Chief Financial Officer

• Mr. Naveen Kumar - Company Secretary & Compliance Officer Policy on Directors' Appointment and 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 qualifications, positive

attributes and independence of a Director) and the Policy on remuneration of Directors,

KMP and other employees forms part of the Corporate Governance Report. It is affirmed that remuneration paid to Directors, KMP and other employees is as per the

Remuneration Policy of the Company.

Meetings of the Board of Directors

Based on the Company's quarterly Corporate Governance filings with the Stock

Exchanges, the Board of Directors met 12 times during F.Y. 2025-26:

• 7th April, 2025 and 28th May, 2025 (Ql)

• 14th August, 2025 and 29th August, 2025 (Q2)

• 9th October, 2025, 7th November, 2025, 11th November, 2025 and 14th November,

2025 (Q3)

• 24th January, 2026,11th February, 2026,19th March, 2026 and 30th March, 2026 (Q4)

A separate meeting of Independent Directors was held on 30th March 2026.

Committee Meetings

Based on the same quarterly filings, the Committees of the Board met as follows during F.Y. 2025-26:

NAME OF COMMITTEE NUMBER OF MEETINGS HELD DURING F.Y. 2025-26 Date of Meetings
i. 07.04.2025,
ii. 28.05.2025,
Audit Committee 6 iii. 14.08.2025,
iv. 29.08.2025,
v. 14.11.2025,
vi. 11.02.2026)
Stakeholders Relationship Committee 2 i. 28.05.2025,
ii. 07.11.2025
Nomination and Remuneration 3 i. 28.05.2025,
ii. 29.08.2025,
Committee iii. 24.01.2026
Corporate Social Responsibility Committee 1 i. 28.05.2025

I

18. DIRECTORS' 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, 2026, the Board of Directors

confirms that:

• in the preparation of the annual accounts, the applicable accounting standards

have been followed along with proper explanation relating to material departures; j

• the Directors have selected such accounting policies and applied them

consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on j

March 31, 2026 and of the profits of the Company for the year ended on that date; f

• the Directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; I

• the Directors have prepared the annual accounts on a going concern basis;

• the Directors have laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were j operating effectively;

• the Directors have devised proper systems to ensure compliance with the

provisions of all applicable laws, and that such systems were adequate and operating effectively. I

19. AUDIT COMMITTEE !

An Audit Committee is in existence in accordance with Section 177 of the Companies Act, 2013. Please refer to the section on Corporate Governance for matters relating to its constitution, meetings and functions.

20. NOMINATION AND REMUNERATION COMMITTEE I

The Company has constituted a Nomination and Remuneration Committee and formulated criteria for determining the qualifications, positive attributes and

independence of a Director, as required under Section 178(1) of the Companies Act, 2013.

Please refer to the section on Corporate Governance for further details. j

Performance evaluation of the board, its committees and individual directors 1

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.

21. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board carried out the performance evaluation of all Directors (including Independent Directors) on the recommendation of the Nomination and Remuneration Committee, based on criteria including: adequacy of Board/Committee constitution; understanding of the Company's principles, values and mission; matters addressed at meetings; effectiveness in providing guidance to management; processes followed; and focus on regulatory compliance and Corporate Governance.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company did not meet the criteria under Section 135(1) of the Companies Act, 2013

during the immediately preceding financial year 2024-25. Therefore, it was not required

to spend any funds towards Corporate Social Responsibility during F.Y. 2025-26 in terms

of Section 135(5) of the Companies Act, 2013. The Corporate Social Responsibility

Committee nonetheless met once during the year, on 28th May, 2025.

23. OTHER BOARD COMMITTEES

For details of other Board Committees, viz. the Shareholders1/Investors' Grievance p

Committee, please refer to the section on Corporate Governance.

24. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism through a Whistle Blower Policy, under

which Directors and employees can voice genuine concerns about unethical or

unacceptable business practices, with direct access to the Compliance Officer or the

Chairman of the Audit Committee. The Company ensures genuine whistle-blowers are

protected from unfair treatment or victimisation. The Whistle Blower Policy is available

on the Company's website at www.bonlonindustries.com .

25. RISK MANAGEMENT POLICY

The Board has formulated a Risk Management Policy aimed at enhancing shareholder

value while providing an optimum risk-reward balance, based on a clear understanding of the risks the organisation faces, disciplined risk monitoring and measurement, and

continuous risk assessment and mitigation.

26. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls related to financial statements.

During the year, such controls were tested and no reportable material weaknesses were

observed. Among other things: the Company's accounting policies are in line with

applicable Accounting Standards and the Companies Act, 2013; changes in policies, if

any, are approved by the Audit Committee in consultation with the Auditors; and

judgments/estimates in the financial statements are made on sound policies approved by the Auditors and the Audit Committee.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION

Your directors appreciate the significant contribution made by employees to the

Company's operations during the year.

Information on particulars of employees under Section 197(12) of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is given in a separate Annexure-II to this Report. As per the f

proviso to Section 136(1), certain particulars are not being sent as part of this Annual

p

Report; any Member interested may write to the Company Secretary at the registered

office.

28. OBLIGATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and respectable work environment free

from discrimination, intimidation and abuse, and has in place a Policy on Redressal of

Sexual Harassment at Workplace in line with the POSH Act, 2013, with an Internal

Complaints Committee constituted at all units.

During the year under review, no complaint was received or filed by any person, and no

complaint was pending to be resolved as at the end of the year.

Number of complaints of sexual harassment received during the year: Nil Number of complaints disposed of during the year: Nil

Number of cases pending for more than ninety days: Not Applicable

29. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the

Companies (Management and Administration) Rules, 2014, the draft Annual Return in

Form MGT-7 is placed on the Company's website at http://bonlonindustries.com/ .

30. REPORT ON SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE

COMPANIES

As on 31st March, 2026, the Company had one wholly owned subsidiary, SHV Industries Private Limited, with no associates or joint venture companies. Subsequent to the year end, the Board of Directors, at its meeting held on 30th May, 2026, approved the sale of the Company's entire shareholding in SHV Industries Private Limited (see Section 10

above), pursuant to which SHV Industries Private Limited will cease to be a subsidiary

of the Company.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with

Rule 8 of the Companies (Accounts) Rules, 2014 regarding 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: ? 9,397.86 Lakhs

• Other Inflow (Import Price Finalisation/Rebate): ? 772.42 Lakhs Foreign Exchange Outflow:

• Import/Purchase of Goods: ? 27,534.95 Lakhs

• Other Outflow (Export Price Finalisation/Rebate): ? 9.94 Lakhs

32. CORPORATE GOVERNANCE

A report on Corporate Governance and the certificate from the Secretarial Auditor

regarding compliance with the conditions of Corporate Governance are furnished in the Annual Report and form part of it. A Certificate of Non-Disqualification of Directors, issued by M/s Dabas S & Co., Company Secretaries, dated 24th July, 2026, confirming that none of the Directors on the Board have been debarred or disqualified from being

appointed or continuing as directors by SEBI, the Ministry of Corporate Affairs or any

other statutory authority, is also annexed to the Corporate Governance Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT —

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

34. AUDITORS

Statutory Auditors 1

M/s Gaur & Associates, Chartered Accountants (FRN: 005354C), continue as Statutory

Auditors of the Company, having been re-appointed by the shareholders at the 27th

Annual General Meeting held on 28th September 2024 for a second term of 5 years, up to

the conclusion of the 32nd Annual General Meeting to be held in calendar year 2029. No

fresh appointment/ratification is required at the 29th AGM.

The Audit Report given by M/s Gaur & Associates for F.Y. 2025-26, forming part of this

Annual Report, does not contain any qualification, reservation or adverse remark. During the year, the Statutory Auditors did not report any matter under Section 143(12);

accordingly, no further disclosure is required.

Secretarial Auditor

M/s Dabas S & Co., Company Secretaries (FRN: S2021DE803400), were appointed as

Secretarial Auditors of the Company for a first term of five consecutive years, from F.Y.

2025-26 to F.Y. 2029-30. The Secretarial Audit Report in Form MR-3 for F.Y. 2025-26,

issued by M/s Dabas S & Co. on 24th July, 2026, does not contain any qualification,

reservation or adverse remark; accordingly, no further disclosure is required. The Report

is attached as Annexure- III to this Directors' Report.

Internal Auditors

M/s Shyam Goel & Associates, Chartered Accountants (FRN: 011046N), were reappointed as Internal Auditors of the Company for F.Y. 2025-26 by the Board of Directors at its meeting held on 28th May, 2025, on the recommendation of the Audit Committee, at a remuneration of ?60,000/- plus GST per annum.

Cost Auditors

Pursuant to Section 148(3) of the Companies Act, 2013 read with Rule 6(2) of the

Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, at its meeting

held on 28th May, 2025, on the recommendation of the Audit Committee, appointed M/s Goyal, Goyal & Associates, Cost Accountants (FRN: 000100), as Cost Auditors of the

Company to conduct the audit of cost records pertaining to Plastic Insulated Power Cables (HSN Code: 85446020) and Copper Wire/Rod (HSN Code: 74081990), or any

other product as applicable, for the financial year commencing 1st April, 2025 and

ending 31st March, 2026, at a remuneration of ?60,000/- plus GST per annum. As

required under Section 148(3), this remuneration was ratified by the Members at the 28th

Annual General Meeting held on 29th September, 2025, by way of an Ordinary

Resolution.

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 and 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.