Your Directors are pleased to present this 40th Annual Report together with the Audited Annual Standalone and Consolidated Financial Statements for the year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE

2. Overall Business Performance

Consolidated revenue of the Company from operations was Rs. 72,65,422.89 hundred in FY26, which was 54% higher than the consolidated revenue of Rs. 47,06,857.80 hundred in FY25. The EBIT margin remained strong, with consolidated EBIT at Rs. 9,18,698.72 hundred in FY26 compared to Rs. 5,95,606.90 hundred in FY25, reflecting improved operating efficiency. The Profit Before Tax (PBT) from continuing operations was Rs. 8,02,394.32 hundred in FY26 as against Rs. 5,22,797.22 hundred in FY25, showing robust growth despite higher finance costs. The Profit for the year stood at Rs. 5,76,240.79 hundred in FY26 compared to Rs. 3,68,853.56 hundred in FY25, marking a significant improvement in net earnings.

On a standalone basis, revenue from operations was Rs. 72,59,149.54 hundred in FY26, up from Rs. 47,06,857.80 hundred in FY25, reflecting strong growth in core business. Standalone EBIT rose to Rs. 9,31,502.78 hundred in FY26 from Rs. 5,95,606.90 hundred in FY25, while standalone PBT increased to Rs. 8,18,812.28 hundred compared to Rs. 5,22,797.22 hundred in the prior fiscal. The standalone Profit After Tax (PAT) was Rs. 5,88,170.75 hundred in FY26 as against Rs. 3,68,853.56 hundred in FY25, representing a 59% growth.

The Earnings Per Share (EPS) improved to Rs. 3.15 on a standalone basis and Rs. 3.12 on a consolidated basis, compared to Rs. 2.11 in FY25, underscoring enhanced shareholder value creation. Overall, the Company delivered strong revenue growth, improved profitability, and higher returns to shareholders, positioning itself well for sustained performance in the coming years.

3. DIVIDEND

The Board of Directors, after reviewing the financial performance of the Company for the year ended March 31, 2026, have decided not to recommend any dividend for the financial year. This decision reflects the Company''s focus on retaining earnings to strengthen its balance sheet, support future growth initiatives, and ensure adequate liquidity for upcoming investments. While profitability has shown significant improvement during FY 2026, the Board has prioritized long-term sustainability and reinvestment over immediate distribution, aligning with the Company''s strategic objectives.

4. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Financial Statements of the Company for the Financial Year 2025-26 have been prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

5. RESERVES

The Board of Directors have not transferred any amount to the credit of General Reserves of the Company for the year ended March 31, 2026.

6. SHARE CAPITAL

As on March 31, 2026, Authorized Capital of the Company stood at Rs. 20,00,00,000 consisting of 2,00,00,000 Equity Shares of Rs.10/- each & paid-up share capital of the Company has increased from Rs. 15,31,00,500 consisting of 1,53,10,050 Equity Shares of Rs. 10 each to Rs. 17,60,65,575/- consisting of 1,53,10,050 fully paid up Equity Shares of Rs. 10 each and 45,93,015 Partly Paid-up Equity Shares of Rs. 10/- each at an offer price of Rs. 75 per share including a premium of Rs. 65 per equity share for cash wherein on application the applicants have paid Rs. 37.50/- including a premium of Rs 32.50 (50% of the Offer price) per equity share and the balance amount shall be payable towards calls in arrears." During the year under review, the company has neither issue shares with differential voting rights nor sweat equity shares.

6A. FUND RAISING THROUGH RIGHTS ISSUE

During the year under review, in compliance with the provisions of SEBI (Issue of Capital and disclosure requirements) Regulations, 2018 (SEBI ICDR Regulations), the listing regulations and the Act and the Rules made thereunder, the Company successfully raised Rs. 17,22,38,062.50 by issue of Equity Shares via Rights Issue vide allotment dated March 30, 2026.

The Proceeds from Rights Issue are to be utilized towards capital expenditure for the growth and expansion of the existing Business, to repay / prepay, in full or part, the unsecured loans availed by the Company, to repay/ prepay, in full or part, the secured loans availed by the company, towards investment in our subsidiary, Iogems Technologies Private Limited, by way of subscription to Optionally Convertible Debentures and for general corporate purposes

There was no utilization of proceeds from Right Issue till 31^st March 2026.

The Company had made best efforts to utilize the Rights Issue Proceeds as per the terms of the Issue. However, the Board of the Directors at their meeting held on Wednesday, April 29, 2026 has approved the change in the objects of the rights issue in respect of the amount "Towards capital expenditure for growth and expansion of our existing business" for the purchase of plant, machinery and equipment as disclosed in the Letter of Offer dated March 05, 2026

The Company has not bought back any equity shares during the year 2025-26.

7. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS). REGULATIONS. 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company for the period under review.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company for the period under review.

9. DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013.

10. INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and public liabilities under legislative enactments are adequately insured.

11. SUBSIDIARY/ASSOCIATE/JOINT VENTURES COMPANIES OF THE COMPANY AND ITS PERFORMANCE

The Company has one Subsidiary Company named as ''Iogems Technologies Private Limited'' within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiary is mentioned in Form AOC-1 is marked as "Annexure-A" and form part of this report. This disclosure ensures transparency in reporting and provides shareholders with a consolidated view of the Company''s financial position and performance, including that of its subsidiary.

Iogems Technologies Private Limited is a subsidiary of the Company wherein the Company holds 51% of equity shares acquired on January 23, 2026. It was incorporated on October 23, 2025 and is engaged in the business of dealing in Electronic Manufacturing Services (EMS).

The Individual performance of the subsidiary is as follows:

The Company has formulated a policy for determining material subsidiaries. The said policy is available on the website of the Company at "https://bccfuba.com/investors/policies/policv-for-determining-material-subsidiaries".

12. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements of the company, for the year under review.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Board Report.

14. DIRECTORS

Your Company is managed and controlled by a Board comprising of an optimum blend of Executive and NonExecutive Directors. The Chairperson of the Board is a Non-Executive Independent Director. As on March 31, 2026, the Board of Directors comprised of One (1) Executive Director & Chief Executive Officer (CEO) and Six (6) Directors which are Non-executive Directors, out of which Three (3) are Independent Directors(including one Woman Director) and Three Non-Executive Non-Independent Directors (including two Women Directors). Further in addition to the above-mentioned Directors as on March 31, 2026, the Company also had a Chief Financial Officer (CFO).

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013.

None of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2026 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs,or any such other Statutory Authority

14A. CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Redesignation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

14B RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013 Mrs. Manju Bhardwaj (DIN:01778781) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The Nomination and Remuneration Committee has also reviewed her candidature for re-appointment as a Director liable to retire by rotation. The Nomination and Remuneration Committee and the Board while considering her appointment have checked the declarations of Mrs. Manju Bhardwaj (DIN:01778781 that she is not debarred from holding the office by virtue of any Order of MCA/SEBI or any other authority. Your directors based on the recommendation of Nomination and Remuneration Committee recommends her re-appointment as a director liable to retiring by rotation. The Board recommends an Ordinary Resolution for your approval.

14C. BOARD DIVERSITY

Your Company has over the years been fortunate to have eminent persons from diverse fields as Directors on its Board. The Nomination and Remuneration Committee has formalized a policy on Board Diversity to ensure diversity of experience, knowledge, perspective, background, gender, age and culture.

15. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia), of the Companies (Accounts) Rules, 2014.

16. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for fixation of their remuneration of Directors, Senior Management Personnel. The Policy contains, inter-alia, directors'' remuneration and reimbursement of actual expenses incurred. etc. The same can be accessed at https://www. bccfuba.com/investors/policies/criteria-of-making-payment-to-non-executive-directors

17. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT.2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on March 31, 2026 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company''s website and can be accessed Under Annual return Section Regulation 46 https://bccfuba.com/investors

18. NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

During the financial year ended on March 31, 2026, 11 Board Meetings were held & the dates on which the Board meetings were held are 23.05.2025, 16.06.2025, 07.08.2025, 30.09.2025, 12.11.2025, 27.11.2025, 15.12.2025, 02.02.2026, 13.02.2026, 05.03.2026 & 30.03.2026. The maximum interval between any two meetings didn''t exceed 120 days, as prescribed in the Companies Act, 2013. Further, details of the meetings of the Board and its Committees are provided in the Corporate Governance Report, which forms part of the Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 30, 2026 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18a. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Mr. Chandar Vir Singh Juneja (Chairperson), Mrs. Richa Bhansali, Mr. Ritesh Kumar Kapoor and Mr. Anurag Gupta as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms an integral part of this Annual Report.

18b NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Mrs. Richa Bhansali (Chairperson), Mr. Chandar Vir Singh Juneja and Mr. Anurag Gupta as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

18c STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders'' Relationship Committee of the Company comprises of Mr. Anurag Gupta (Chairperson), Mrs. Richa Bhansali and Mr. Chandar Vir Singh Juneja as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms an integral part of this Annual Report.

18d FUND-RAISING COMMITTEE

The Fund-Raising Committee of the Company is constituted in line with the provisions of the Companies Act, 2013 to be read with provision of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Fund-Raising Committee of the Company comprises of Mr. Ritesh Kumar Kapoor (Chairperson), Mr. Abhinav Bhardwaj and Mrs. Richa Bhansali as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms an integral part of this Annual Report.

19. FUTURE PLANS OF RENOVATION/EXPANSION-

During the year under review, the Company successfully completed a Rights Issue, thereby strengthening its capital base and enabling investment in future growth initiatives. The proceeds from the issue have been earmarked towards capacity enhancement and technology expansion, with new machinery scheduled to be installed in the upcoming financial year to further augment production capabilities.

In addition, the Company acquired a subsidiary, thereby diversifying its business portfolio and expanding its operational footprint. The Company also undertook forward integration measures aimed at moving closer to end customers, enhancing value addition, and improving overall profitability.

These strategic initiatives, combined with the strong brand equity of "THE BRAND FUBA", position the Company to capitalize on the positive economic outlook and deliver sustained growth and shareholder value in the years ahead.

20. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

21. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION. RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

21a. STATUTORY AUDITOR:

At the 37^th Annual General Meeting held on 20^th September 2023, M/s Bhagi Bhardwaj Gaur & Co. Chartered Accountants (FRN 007895N) were appointed as Statutory Auditors of the Company to hold office from conclusion of the 37^th Annual General Meeting till the conclusion of the 41^st Annual General Meeting of the Company to be held in 2027. Further, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

21b. SECRETARIAL AUDITOR

At the 39^th Annual General Meeting held on 01^st September 2025, M/s Bir Shankar & Co., Company Secretaries was appointed as the Secretarial Auditor of the Company for a period of five Financial Years from 2025-26 to 2029-30.

The Secretarial Audit was conducted by Mr. Bir Shankar, Company Secretary, and the report thereon is annexed herewith as "Annexure-B and form part of this report." The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory.

The Secretarial audit report confirms that the Company has complied with all the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other necessary compliances under various Acts, so far as applicable to the Company. The report does not contain any qualifications, reservation or adverse remark.

Observations in the report are on the basis of facts and are self-explanatory.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Bir Shankar & Co.. Company Secretaries, and submitted to the stock exchanges and has been attached with this Annual Report as "Annexure-C" and form part of this report.

21c. INTERNAL AUDITOR

Pursuant to the provision of Section 138 of the Companies Act, 2013, The Board of Directors at their meeting held on 27.05.2026 had appointed Vimal Jain & Associates as the Internal Auditor of the Company for financial year 2026-27 to carry out the Internal Audit Functions. The Internal Auditor submits a "Quarterly Report" to the Audit Committee for its review. •

21d. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/ service. Therefore, no requirement of Appointment of Cost Auditor arises.

22. SECRETARIAL STANDARDS

The Board of Directors of the Company state that, during the year under review the applicable Secretarial Standards, relating to Board Meetings (SS-1) and General Meetings (SS-2) issued by ICSI, have been respectively followed by the Company.

23. ENVIRONMENT & GREEN INITIATIVE

• The Company is committed to the environment and the commitment to continuous checks of air and water pollution at the manufacturing unit shows a dedication to environmental stewardship and compliance with environmental regulations.

• The Company is setting up a drinking water distribution system for the general public reflects a commitment to social responsibility by providing a basic necessity in the form of clean and cold drinking water to 500 people daily.

• The company is focused on maintaining and upkeeping the trade effluent and chemical treatment plant underscores responsible waste management practices, minimizing environmental impact.

• The Company is fully air-conditioned and dust-free which not only contributes to a conducive working environment but also aligns with sustainability goals by potentially reducing airborne pollutants.

24. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section143(12) of Act and Rules framed thereunder.

25. LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited (BSE) and necessary listing fees have been paid up to date.

26. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report. During the year, Company has made the following investments as given below:

27. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2025-26, all transactions entered into by the Company during the year with related parties were on an arm''s length basis and in the ordinary course of business. Besides, the transactions entered into by the Company during the year with related parties on an arm''s length basis were not material in nature. Accordingly, none of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2026 and hence, does not form part of this Report."

28. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people''s attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation and job enlargement.

29. DETAILS OF MATERIAL CHANGES AND COMMITMENTS 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, IF ANY UNDER SECTION 134(3)m OF THE COMPANIES ACT, 2013

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which these financial statements relates and the date of this Report.

30. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

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

To the best of the Management''s knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Company''s operations.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2025-26, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank & Financial Institution.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO-

Your Company is doing its best efforts to give high priority to energy conservation by opting for more power efficient replacements. Particulars of Energy Conservation / Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure - D and forms part of this report.

35. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per Section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

36. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are applicable to the company for the period under review. Thus, the details of contribution made by the Company during the year under review towards CSR activities are annexed as Annexure-F and forms part of this report:

The CSR Policy is available on the website of the Company at https://bccfuba.com/investors/policies/csr-policy.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at https://www.bccfuba.com/investors/policies/vigil-mechanism-policy.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

38. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

39. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

40. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Company''s Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on March 31, 2026 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization''s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

41. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

42. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is being annexed to this report as Annexure-E.

43. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company.

44. ANNUAL LISTING FEES/CHARGES

The shares of the Company are presently listed at BSE Limited(BSE).

All statutory dues including Annual Listing Fees for the Financial Year 2026-27 has been paid by the Company.

45. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS. 2015

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

46. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

47. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing & detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are operating effectively;

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

48. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

49. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

50. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

51. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

Your directors have pleasure in presenting the 39^th Annual Report and the Audited Accounts of the Company for the
financial year ended 31^st March 2025.

A brief summary of the audited Standalone financial results of the Company for the year ended March 31, 2025, is as
under:

(Figures in Hundreds)

OPERATIONAL HIGHLIGHT

The Company achieved a favorable increase in revenue from operations, rising to INR 47,06,857.80 hundreds from INR
32,26,385.14 hundreds in the previous year, reflecting strong business growth.

During the year under review, the Company earned profits of INR 3,73,819.65 hundreds, compared to INR 3,75,621.32
hundreds in the previous year. The marginal decline in profit is primarily attributable to the creation of a deferred tax
asset in the comparative period, which has now been reduced in the current year. As a result, the earnings per share
(EPS) slightly decreased to INR 2.41 from INR 2.48 in the last financial year.

Despite this accounting adjustment, the financial health of the Company remains sound. The consistent growth in
revenue highlights the Company''s positive momentum, and it continues to pursue strategic initiatives to strengthen its
market position, aiming to deliver sustained value to its shareholders in line with the Company''s overall growth.

RESERVES

Your Directors have not transferred any amount to the credit of the General Reserve of the Company for the year ended
31^st March, 2025.

MATERIAL CHANGES AND COMMITMENTS

There were no significant material changes and commitments which have occurred between the end of financial year
of the Company to which the financial statements relates and the date of this report which affects financial position of
the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your Company is doing its best efforts to give high priority to energy conservation by opting for more power efficient
replacements. Particulars of Energy Conservation / Technology Absorption and Foreign Exchange earnings and out go as

per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure-A to this report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive
and efficient manner. Your Company periodically assesses risks in the internal and external environment.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is
being annexed to this report as Annexure-B.

DIVIDEND

The Board of Directors has chosen not to recommend the distribution of a dividend to shareholders at this time. This
decision is driven by a strategic emphasis on conserving the company''s financial resources.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no
funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ANNUAL RETURN

In terms of the provisions of section 92(3) of the Companies Act, 2013 read with Companies (Amendment) Act 2017
and the relevant rules made thereunder, a copy of the Annual Return as prescribed under Section 92 of the Companies
Act, 2013 as amended shall be made available at the website of the Company www.bccfuba.com under the investor
relations tab on the website of the Company.

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down The Amended Code of Conduct for all Board Members and Senior Management
Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 of the
Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as
set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affiirmed compliance with the
Code of Conduct.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price
Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct
to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider
Trading) Regulations, 2015 at their meeting held on 8th March, 2021 with reference to Regulation 32 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s)
as per the said regulation is not applicable to the Company, as company has not raised any fund by way of public issue,
Right issue and or Preferential issue of equity shares, during the year under review.

DIRECTORS

Your Company is managed and controlled by a Board comprising of an optimum blend of Executive and Non-Executive
Directors. The Chairperson of the Board is a Non-Executive Independent Director. As on March 31, 2025, the Board
of Directors comprised of One (1) Executive Director and Five (5) Directors which are Non-executive Directors, out of
which Two (2) are Independent Directors(including one Woman Director) and Three Non-Executive Non-Independent
Directors(including two Women Directors). Further in addition to the above-mentioned Directors as on March 31, 2025,
the Company also had a Chief Executive Officer (CEO) and a Chief Financial Officer (CFO). The composition of the Board
is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in
general corporate management, operations, technical expertise, strategy, governance, finance, banking and other allied
fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

The Company has appointed Mr Ritesh Kumar Kapoor (DIN: 10844158) as Non-Executive Independent Director on the
Board of the Company with effect from 21.11.2024 and resigned with effect from 17.02.2025.

Mr. Vishal Tayal has resigned with effect from 31-07-2024, Mr. Hari Datt Jangid has resigned with effect from 06-12-2024
and Mrs Mona Tayal has resigned with effect from 12-02-2025.

The Independent Directors of your Company have given the certificate of independence to your Company stating that
they meet the criteria of independence as mentioned under Section149(6) of the Companies Act, 2013.

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees is
stated on website of the Company i.e. www.bccfuba.com.

RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation.
Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public
company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual
General meeting of the Company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013
Mrs. Alka Gupta (DIN: 00338242) Director will be retiring by rotation at the ensuing Annual General Meeting and being
eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of Directors the
Company at the ensuing Annual General Meeting.

CHANGES IN KMP

Mr. Dinesh Kumar Yadav has resigned as Company Secretary & Compliance Officer with effect from 18.03.2025.
CAPITAL STRUCTURE

During the year under review, the Share Capital of your company hasn''t changed. The Company has not issued any
shares during the year ended March 31, 2025. As on 31^st March 2025, the Authorized Share Capital of the Company was
Rs. 20,00,00,000/- consisting of 2,00,00,000 Equity Shares of Rs. 10/- each. The Paid-up Share Capital of the Company as
on 31^st March 2025 was Rs. 15,31,00,500/- consisting of 1,53,10,050 Equity Shares of Rs. 10/- each and during the year
under report, your company has not issued any shares under any employee stock options schemes, sweat equity shares
or any equity shares with differential rights- as to dividend, voting or otherwise. Further, the Company has not bought
back its own securities, during the year under report.

FUTURE PLANS OF RENOVATION/EXPANSION

Bearing in mind the burgeoning demand for products and marketing strength of "THE BRAND FUBA'' as well as the
positive economy ahead, the Company is gearing itself to meet future demand growth. The Company is in the process of
renovating its plant for maximum utilization of the manufacturing capacity of the plant and is working towards capacity
expansion and technology upgradation by way of induction and installation of new machinery.

AUDITORS REPORT

The observations of the auditors are self-explanatory and therefore, do not call for any further comments.

[A] STATUTORY AUDITORS

M/s Bhagi BhardwajGaur & Co. Chartered Accountants (FRN 007895N) having their office at 2952-53/2,
Sangtrashan, Paharaganj, New Delhi-110055, who have given their consent to be appointed as the Statutory
Auditors of the Company are hereby appointed as the Statutory Auditors of the Company who shall hold the office
of the Statutory Auditors of the Company from the period commencing from 37^th Annual General Meeting till the
conclusion of 41^th Annual General Meeting of the Company.

[B] INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, The Board of Directors at their meeting held
on 23.05.2025 had appointed Vimal Jain & Associates as the Internal Auditor of the Company. The Internal Auditor
submits a "Quarterly Report" to the Audit Committee for its review.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal
Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairperson of the Audit
Committee and to the chairperson of the board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the company,
its compliance with operating systems, accounting procedures and policies at all locations of the Company and
promptly informed the management on the lacking as and when required.

[C] SECRETARIAL AUDITORS

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Pankhuri Mathur & Associates,
Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor to conduct the
secretarial audit of the Company for the financial year ended 2024-25.

Pankhuri Mathur, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and the same has
been annexed to the Board''s Report and marked as "Annexure-C". The secretarial audit report does not contain any
qualification, reservation, adverse remark or disclaimer and is self-explanatory.

The Secretarial audit report confirms that the Company has complied with all the relevant provisions of the
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other
necessary compliances under various Acts, so far as applicable to the Company. The report does not contain any
qualifications, reservation or adverse remark.

Observations in the report are on the basis of facts and are self-explanatory.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES

The Company do not have any subsidiary, joint ventures or associates. Therefore, statement containing the salient
features of financial statements of the Company''s subsidiary in Form AOC-1 is not applicable.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act
read with Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and public liabilities
under legislative enactments are adequately insured.

CORPORATE GOVERNANCE

Your Company has ensured continued compliance of Corporate Governance requirements during the period under
review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various
stakeholders'' value. As required by the provisions vis-a-vis compliance of corporate governance requirements of SEBI
(Listing obligations and Disclosure Requirements) Regulations, 2015, the reports on Management Discussion and
Analysis, Corporate Governance as well as the certificate regarding compliance of conditions of corporate governance,
are annexed and form an integral part of this report. Further, the Company regularly submits the quarterly corporate
governance compliance report to the BSE and also uploads the same on its website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2025, there were no outstanding loans or guarantees covered under the provisions of Section 186 of
the Act. The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186
of the Act are given in the notes to the Financial Statements.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing Agreement and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has devised a Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the
Non-Executive Directors and Executive Directors. The Board has carried out an annual evaluation of its own performance,
the individual Directors (including the Chairperson) as well as an evaluation of the working of all Board Committees.

The Board of Directors was assisted by the Nomination and Remuneration Committee. Some of the performance
indicators based on which evaluation takes place are experience, expertise, knowledge and skills required for achieving
strategy and for implementation of best governance practices which ultimately contributes to the growth of the
Company in compliances with all policies of the Company.

COMPOSITION OF COMMITTEES

A] Audit Committee

Audit Committee had been duly constituted by the Board of Directors of the Company as per the terms of the
provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18
of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of
Directors. Composition of the Audit Committee, number of meetings held during the year under review, brief terms
of reference and other details have been provided in the Corporate Governance Report which forms part of this
Annual Report.

During the year under review, the Composition of Audit Committee comprises two (2) Independent Directors and
one (1) Non-Executive Director and Mr. Chandar Vir Singh Juneja was Chairperson of the Committee, Mr. Anurag
Gupta and Mrs. Richa Bansali, were the Members of the Audit Committee.

B] Nomination & Remuneration Committee

Nomination & Remuneration Committee had been duly constituted by the Board of Directors of the Company as
per the terms of the provisions of Section 178 of the Companies Act, 2013 read with the Rules framed thereunder
and Regulation 19 of the Listing Regulations. The terms of reference of the Nomination & Remuneration Committee
have been approved by the Board of Directors. Composition of the Nomination & Remuneration Committee,
number of meetings held during the year under review, brief terms of reference and other details have been
provided in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, the Nomination & Remuneration Committee comprises two (2) Independent Directors
and one (1) Non-Executive Director and Mrs. Richa Bansali, Independent Director of the Company became the
Chairperson of the Committee and Mr. Anurag Gupta and Mr. Chandar Vir Singh Juneja were the Members of the
Committee.

C] Stakeholder Relationship Committee

During the year under review, the Stakeholder Relationship Committee comprises two (2) Independent Directors
and one (1) Non-Executive Director which includes Mr. Anurag Gupta as the Chairperson of the Committee and
Mr. Chandar Vir Singh Juneja and Mrs. Richa Bhansali as the Members of the Committee, number of meetings
held during the year under review, brief terms of reference and other details have been provided in the Corporate
Governance Report which forms part of this Annual Report.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is
stated on website of the Company i.e. www.bccfuba.com .

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme for Independent Directors pursuant to Listing Agreement and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and uploaded the same on the website of the
Company. The web link to access the aforesaid programme is www.bccfuba.com.

MEETINGS

During the financial year ended on March 31, 2025, 05 (Five) Board Meetings were held on May 23, 2024, August 09,
2024, September 11, 2024, November 13, 2024, January 27, 2025. Further, details of the meetings of the Board and its
Committees are given in the Corporate Governance Report, which forms part of the Annual Report and the intervening
gap between meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulation 2015. The necessary quorum was present for all the meetings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis Report is enclosed as a separate part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not qualify under the criteria as prescribed to adopt the corporate social responsibility.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards
have been followed and there are no material departures from the same.

b) 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
at the end of the financial year as on March 31, 2025 and of the profit of the Company for that period.

c) 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.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

f) 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.

CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length
basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as
per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure
of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not
applicable.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations u/s 149(7) of the Companies Act, 2013 from Independent Directors
confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status of your Company and its operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements.

Your Company has adopted accounting policies which are in line with the applicable Accounting Standards that continue
to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. Your
Company, in preparing its financial statements makes judgments and estimates based on sound policies.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which requires the Statutory Auditors to report to the
Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and rules framed thereunder.

SECRETARIAL STANDARDS

The Board of Directors of the Company state that, during the year under review the applicable Secretarial Standards,
relating to Board Meetings and General Meetings respectively have been duly followed by the Company.

ENVIORNMENT & GREEN INITIATIVE

• The Company is committed to the environment and the commitment to continuous checks of air and water pollution
at the manufacturing unit shows a dedication to environmental stewardship and compliance with environmental
regulations.

• The Company is setting up a drinking water distribution system for the general public reflects a commitment to
social responsibility by providing a basic necessity in the form of clean and cold drinking water to 500 people daily.

• The company is focused on maintaining and upkeeping the trade effluent and chemical treatment plant
underscores responsible waste management practices, minimizing environmental impact.

• The Company is fully air-conditioned and dust-free which not only contributes to a conducive working environment
but also aligns with sustainability goals by potentially reducing airborne pollutants.

LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited (BSE) and necessary listing fees have been paid up to date.

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

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").
An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress
complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules
framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year: NIL

b. Number of Complaints disposed off during the year: NIL
c Number of cases pending for more than ninety days:NIL
MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended
all statutory benefits to eligible women employees during the year.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CQDE.2016

During the year under review, there were no applications made or proceedings pending in the name of Company under
the Insolvency And Bankruptcy Code, 2016.

DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence
the details of difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests
in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused
people''s attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation
and job enlargement.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
VIGIL MECHANISM

The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to protect the interest of the
employees and executives in reporting their grievances in a protected manner. It also provides for the protection
against victimization of directors and employees who avail this mechanism and allows direct communication with
the Chairperson of the Audit Committee, in certain appropriate and exceptional circumstances. The policy on vigil
mechanism may be accessed on the Company''s website www.bccfuba.com.

ACKNOWLEDGEMENT

Your directors take the opportunity to offer thanks to the State Bank of India for their valuable assistance. Your directors
also wish to place on record their deep sense of appreciation for services of the executives, staff and workers of the
Company for smooth operations of the Company.

By Order of the Board
For BCC Fuba India Limited
Anurag Gupta Abhinav Bhardwaj

Director Director

DIN-03629487 DIN-06785065

Date:- 26.05.2025
Place:- New Delhi

The directors have pleasure in presenting the 38^th Annual Report and the Audited Accounts of the Company for the financial year ended 31^st March 2024.

A brief summary of the audited Standalone financial results of the Company for the year ended March 31, 2024, is as under:

OPERATIONAL HIGHLIGHT

The Company achieved revenue from operations of INR 32,26,385.14 hundred on a standalone basis, compared to INR 28,65,199.16 hundred in the previous year. This represents a growth of 12.60%.

During the year under review, the company earned profits of INR 3,75,621.32 hundreds, compared to INR 2,30,116.11 hundreds in the previous year, reflecting an increase of 63.23%. The earnings per share (EPS) increased to INR 2.48, up from INR 1.47 in the last financial year, representing a growth of approximately 68.7%.

The financial health of the Company shows that our company is doing good and continuingly making efforts to do great and mark its strong presence in the market, so that the members could reap maximum benefits simultaneously with Company growth.

RESERVES

Your Directors have not transferred any amount to the credit of the General Reserve of the Company for the year ended 31^st March, 2024.

MATERIAL CHANGES AND COMMITMENTS

There were no significant material changes and commitments which have occurred between the end of financial year of the Company to which the financial statements relates and the date of this report which affects financial position of the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your Company is doing its best efforts to give high priority to energy conservation by opting for more power efficient replacements. Particulars of Energy Conservation / Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure-A to this report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is being annexed to this report as Annexure-B.

DIVIDEND

The Board of Directors has chosen not to recommend the distribution of a dividend to shareholders at this time. This decision is driven by a strategic emphasis on conserving the company''s financial resources.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2024 in Form MGT-7 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company''s website and can be accessed at www.bccfuba.com .

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down The Amended Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 at their meeting held on 8th March, 2021 with reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company, as company has not raised any fund by way of public issue, Right issue and or Preferential issue of equity shares, during the year under review.

DIRECTORS

Your Company is managed and controlled by a Board comprising of an optimum blend of Executive and Non-Executive Directors. The Chairman of the Board is a Non-Executive Independent Director. As on March 31, 2024, the Board of Directors comprised of One (1) Executive Director and Eight (8) Directors which are Non-executive Directors, out of which Three (3) are Independent Directors and Four Woman Directors. Further in addition to the above-mentioned Directors as on March 31, 2024, the Company also had a Chief Executive Officer (CEO) and a Chief Financial Officer (CFO). The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in general corporate management, operations, technical expertise, strategy, governance, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

The Company has appointed Mrs Alka Gupta (DIN:00338242) and Mrs Manju Bhardwaj (01778781) as Non-Executive Directors on the Board of the Company with effect from 09.11.2023.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section149(6) of the Companies Act, 2013.

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees is stated on website of the Company i.e. www.bccfuba.com.

RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General meeting of the Company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013 Mr Anurag Gupta (DIN: 03629487) and Mrs Mona Tayal (DIN: 08099174) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his/her re-appointment to the Board of Directors the Company at the ensuing Annual General Meeting.

CHANGES IN KMP

The Company has appoint Mr. Abhinav Bhardwaj as CEO with effect from 01.08.2023 and Mr. Amit Lohia had resigned from the post of CEO of the Company with effect from 01.08.2023.

CAPITAL STRUCTURE

During the year under review, the Share Capital of your company hasn''t changed. The Company has not issued any shares during the year ended March 31, 2024. As on 31^st March 2024, the Authorized Share Capital of the Company was Rs. 20,00,00,000/- consisting of 2,00,00,000 Equity Shares of Rs. 10/- each. The Paid-up Share Capital of the Company as on 31^st March 2024 was Rs. 15,31,00,500/- consisting of 1,53,10,050 Equity Shares of Rs. 10/- each and during the year under report, your Company has not issued any shares under any employee stock options schemes, sweat equity shares or any equity shares with differential rights- as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

FUTURE PLANS OF RENOVATION/EXPANSION

Bearing in mind the burgeoning demand for products and marketing strength of "THE BRAND FUBA'' as well as the positive economy ahead, the Company is gearing itself to meet future demand growth. The Company is in the process of renovating its plant for maximum utilization of the manufacturing capacity of the plant and is working towards capacity expansion and technology upgradation by way of induction and installation of new machinery.

AUDITORS REPORT

The observations of the auditors are self-explanatory and therefore, do not call for any further comments.

[A] STATUTORY AUDITORS

M/s Bhagi BhardwajGaur & Co. Chartered Accountants (FRN 007895N) having their office at 2952-53/2, Sangtrashan, Paharaganj, New Delhi-110055, who have given their consent to be appointed as the Statutory Auditors of the Company are hereby appointed as the Statutory Auditors of the Company who shall hold the office of the Statutory Auditors of the Company from the period commencing from 37^th Annual General Meeting till the conclusion of 41^th Annual General Meeting of the Company, subject to the approval of shareholders at 37^th Annual General Meeting of the Company.

[B] INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, The Board of Directors at their meeting held on 16.05.2023 had appointed Vimal Jain & Associates as the Internal Auditor of the Company. The Internal Auditor submits a "Quarterly Report" to the Audit Committee for its review.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairperson of the Audit Committee of the Board and to the Chairman/chairperson.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and promptly informed the management on the lacking as and when required.

[C] SECRETARIAL AUDITORS

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Pankhuri Mathur & Associates, Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year ended 2023-24.

Pankhuri Mathur, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and the same has been annexed to the Board''s Report and marked as "Annexure-C". The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory.

The Secretarial audit report confirms that the Company has complied with all the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other necessary compliances under various Acts, in so far as applicable to the Company. The report does not contain any qualifications, reservation or adverse remark.

Observations in the report are on the basis of facts and are self-explanatory.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES

The Company do not have any subsidiary, joint ventures or associates. Therefore, statement containing the salient features of financial statements of the Company''s subsidiary in Form AOC-1 is not applicable.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and public liabilities under legislative enactments are adequately insured.

CORPORATE GOVERNANCE

Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value. As required by the provisions vis-a-vis compliance of corporate governance requirements of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the reports on Management Discussion and Analysis, Corporate Governance as well as the certificate regarding compliance of conditions of corporate governance, are annexed and form an integral part of this report. Further, the Company regularly submits the quarterly corporate governance compliance report to the BSE and also uploads the same on its website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2024, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees.

The Board of Directors was assisted by the Nomination and Remuneration Committee. Some of the performance indicators based on which evaluation takes place are experience, expertise, knowledge and skills required for achieving strategy and for implementation of best governance practices which ultimately contributes to the growth of the Company in compliances with all policies of the Company.

COMPOSITION OF COMMITTEESA] Audit Committee

Audit Committee had been duly constituted by the Board of Directors of the Company as per the terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors. Composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, the Composition of Audit Committee comprises two (2) Independent Directors and one (1) Non-Executive Director and Mr. Chandar Vir Singh Juneja was Chairperson of the Committee, Mr. Anurag Gupta and Mrs. Richa Bhansali, were the Members of the Audit Committee.

B] Nomination & Remuneration Committee

Nomination & Remuneration Committee had been duly constituted by the Board of Directors of the Company as per the terms of the provisions of Section 178 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 19 of the Listing Regulations. The terms of reference of the Nomination & Remuneration Committee have been approved by the Board of Directors. Composition of the Nomination & Remuneration Committee,

number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, the Nomination & Remuneration Committee comprises two (2) Independent Directors and one Non-Executive Director and Mrs. Richa Bhansali, Independent Director of the Company became the Chairperson of the Committee and Mr. Anurag Gupta and Mr. Chandar Vir Singh Juneja were the Members of the Committee.

C] Stakeholder Relationship Committee

During the year under review, the Stakeholder Relationship Committee comprises two (2) Independent Directors and one (1) Non-Executive Director which includes Mr. Anurag Gupta as the Chairperson of the Committee and Mr. Chandar Vir Singh Juneja and Mrs. Richa Bhansali as the Members of the Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated on website of the Company i.e. www.bccfuba.com .

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme for Independent Directors pursuant to Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and uploaded the same on the website of the Company. The web link to access the aforesaid programme is www.bccfuba.com.

MEETINGS

During the financial year ended on March 31, 2024, 06 (Six) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report and the intervening gap between meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The necessary quorum was present for all the meetings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a separate part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not qualify under the criteria as prescribed to adopt the corporate social responsibility.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same.

b) 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 at the end of the financial year as on 31^st March 2024 and of the profit of the Company for that period.

c) 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.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations u/s 149(7) of the Companies Act, 2013 from Independent Directors confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements.

Your Company has adopted accounting policies which are in line with the applicable Accounting Standards that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. Your Company, in preparing its financial statements makes judgments and estimates based on sound policies.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which requires the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and rules framed thereunder.

SECRETARIAL STANDARDS

The Board of Directors of the Company state that, during the year under review the applicable Secretarial Standards, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.

ENVIORNMENT & GREEN INITIATIVE

• The Company is committed to the environment and the commitment to continuous checks of air and water pollution

at the manufacturing unit shows a dedication to environmental stewardship and compliance with environmental regulations.

• The Company is setting up a drinking water distribution system for the general public reflects a commitment to social responsibility by providing a basic necessity in the form of clean and cold drinking water to 500 people daily.

• The company is focus on maintaining and upkeeping the trade effluent and chemical treatment plant underscores responsible waste management practices, minimizing environmental impact.

• The Company is fully air-conditioned and dust-free not only contributes to a conducive working environment but also aligns with sustainability goals by potentially reducing airborne pollutants.

LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited (BSE) and necessary listing fees have been paid up to date.

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 workplace, New Act named "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9^th December 2013. Under the said Act, our Company had constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. During the year under review, the ICC has not received or disposed any complaint relating to sexual harassment at workplace of any women employee.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people''s attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. VIGIL MECHANISM

The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to protect the interest of the employees and executives in reporting their grievances in a protected manner. It also provides for the protection against victimization of directors and employees who avail this mechanism and allows direct communication with the Chairperson of the Audit Committee, in certain appropriate and exceptional circumstances. The policy on vigil mechanism may be accessed on the Company''s website www.bccfuba.com.

ACKNOWLEDGEMENT

Yours directors take the opportunity to offer thanks to the State Bank of India for their valuable assistance. Your directors also wish to place on record their deep sense of appreciation for services of the executives, staff and workers of the Company for smooth operations of the Company.

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report and the audited Accounts of the Company for the financial year ended 31 st March 2014

FINANCIAL PERFORMANCE (STANDALONE)

2013-2014 2012-2013 Turnover 5,57,09,949 7,73,78,642

Profit/(Loss) before Interest & Depreciation (1,11,87,075) (67,82,197)

Interest 8,78,627 13,38,452

Profit/(Loss) before Depreciation 1,20,65,702 81,20,649

Depreciation 10,61,755 11,63,696

Net Profit/(Loss) (1,31,27,457) (92,84,345)

DIVIDEND

Company has suffered loss and therefore no dividend was declared.

OPERATIONAL HIGHLIGHTS

[A] While India has been growing at a healthy rate over the last few years, in some industry segments, like electronics much of the increased demand has been fuelled by imports. The situation worsened with the signing of certain free trade agreements with other Asian countries that have resulted in diversion of manufacturing in India to these countries by the large global electronics companies. In addition, there has been rampant dumping of components, which also in many cases do not get adequate duty protection.

The Indian economic slowdown in 2012-13 and 2013-14 has also affected demand for consumer electronics. In fact, consumer demand for electronic products has largely declined and average selling prices also experienced a drastic fall in light of competition. In this mileu, BCC FUBA''s sales turnover was adversely affected and declined significantly in comparison to the corresponding period last year.

Turnover of the company recorded a decrease of 28% as compared to the corresponding period last year. There has been operating loss of Rs. 1,11,87,075/-, as compared to an operating loss of Rs. 6,782,197/- in the corresponding period last year. Your company''s net losses for the fiscal 2013-14 deepened to Rs. 1,31,27,457 in 2013-14 from Rs 9,284,345/- in 2012-13. Apart from the demand slowdown, there was significant pressure on margins due to significant increase in raw material prices. Much of the increase was also due to the significant devaluation of the rupee, which made imports and import parity related prices high.

The industry and especially your Company has been facing working capital constraints due to malpractices followed in the industry in non-payment of dues. The Company has actively taken this up and is aggressively pushing for recoveries and diversifying its customer base towards customers with better payment records.

The long terms scope for growth of the industry in India is vast as electronics becomes more integral to several products. BCC FUBA has been focusing on several elements of its internal processes and overall strategy to overcome the present challenges and leverage this opportunity.

[B] Recommendation to write off Bad Debt and Debit Balance

Audit committee in their report to the Board of Directors pointed out that there is several debts outstanding in the books of the company whose realization could not be done despite of the several sincere efforts mad by the company. It was therefore decided to write off the total outstanding debt of Rs. 12,82,873/-.

[D] Recommendation to written back the liabilities:

Audit committee found that there are some petty outstanding liabilities are due to payment since a long time and it was informed by the management that these petty outstanding liabilities to whom payment is due are not supposed to be paid and decided to written back the total outstanding credit balance of Rs. 91246/- treating them as income of the company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Renu Bhagat, Director of the Company retire by rotation at the ensuing Annual General Meeting. She, being eligible, has offered herself for re-appointment. As her continued presence on the board are of immense importance to the company, your directors recommended their re-appointment.

Appointment of Mr. Arindam Mookherjee as Managing Directors:

BCC Fuba India Limited is finally taking a bold step in its quest to reverse its failing state of affairs. The company has decided to appoint Mr. Arindam Mookherjee as new Managing Director of the Company. Mr. Arindam Mookherjee, aged 36 years, is a MA in Economics from the Delhi School of Economics, Delhi University. Mr. Arindam Mookherjee has been a management consultant with rich experience of working on strategy and process related assignments with several leading business groups like Tata, Avantha Group, Bhilwara Group, Escorts and Bharat Gears. He has an enviable track record of achievement and professionalism. He possesses rich experience in Market Strategy, Operations excellence, Financial Appraisal, Financial Management and Corporate Governance. The Company, as a forward-looking company, has re-constituted its Board of Directors at this time as part of its strategies for a quantum leap in its corporate performance, and in full preparation for upturning setbacks it has been facing since a long time Nomination and Remuneration committee has recommended his appointment for a further period of Five years on such terms and conditions as given in the Notice of the ensuing Annual General Meeting of the company.

Appointment of Independent Directors:

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Ravi Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari ensuing Annual General Meeting as Independent Directors for 5 consecutive years for a term up to the conclusion of the 33th Annual General Meeting of the Company in the Calendar year 2019.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Ravi Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari as a candidate for the office of Independent Director at the ensuing Annual General Meeting.

The Company has also received the requisite disclosures/declarations from Mr. Ravi Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari under Section 149 and other applicable provisions of the Companies Act, 2013.

Profile of all these Directors has been given as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

CAPITAL STRUCTURE:

During the year under review, the share capital of your company remained unchanged.

AUDITORS

M/s. Jawahar Kalra & Co. Chartered Accountants, New Delhi (ICAI Registration No.FRN004008N), are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the fifth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written Consent from M/s. Jawahar Kalra & Co. Chartered Accountants, New Delhi (ICAI Registration No.FRN:004008N), to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

COST AUDITOR:

Your Board has not appointed any cost Auditor for the financial year ended 31.03.2014 as the financial position of the company is very poor and not able to bear the professional fees of the cost auditor as suggested by the Institute of Cost and Management Accountant of India. As the financial position improves the company will appoint CostAuditor pursuant to the direction from the Ministry of Corporate Affairs, Government of India.

FIXED DEPOSIT:

The company did not accept any deposits covered under section 58A of the Companies Act, 1956 during the year under review.

INSURANCE:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SECURITIES:

At present the securities of the Company are listed with The Stock Exchange Mumbai The company had proposed to delist the equity shares from all the Stock Exchanges except the Stock Exchange Mumbai and the proposal for delisting is under consideration before the Delhi Stock Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana Stock Exchange Association Limited and the Calcutta Stock exchange Association limited and the approval for delisting of the shares is awaited.

DEPOSITORY SYSTEM

As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED having office at 44, Communiity Centre,, 2nd Floor, Naraina Industrial Area, Phase-I, New Delhi-110028 have been associated with us as share transfer agent. All the members are requested to contact them for any kinds of shares related matters.

DEMATERIALISATION OF SHARES:

69.53 % of the company''s paid up Equity Share Capital is in dematerialized form as on March 31st, 2014 and balance 30.47 % is in physical form.

THE CORPORATE GOVERNANCE CODE

Implementation of Corporate governance is a turning point in bringing the transparency in the regulation and administration of corporate matters. We have implemented the corporate governance in sprit having vision to bring the complete discipline between the function and corporate regulation.

As a proactive step your Company has beep following the Corporate Governance practices like striking out reasonable balance in the Composition of Board of Directors, setting up Audit Committee and other Business Committees, adequate disclosures and business to be deliberated by the Board etc, even before the code became mandatory applicable.

A Report in line with the requirements of clause 49 of the Listing Agreement on the Corporate Governance practices followed by the Company and the Auditors'' Certificate on Compliance of mandatory requirements along with Management Discussion and Analysis, are given as an annexure to this report.

AUDITORS'' REPORT-OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The auditors'' report on the accounts of the Company is self-explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report as required under the listing agreements with the Stock Exchanges is annexed and forms part of the Directors'' Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

The Directors confirm that:

* In the preparation of the accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

* They 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 at the end of the financial year 31 st March 2014 and of the profits of the Company for that period.

* They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 , for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* They have prepared the annual accounts on going concern basis.

CEO CERTIFICATION:

Managing Director and Manager Finance & Accounts have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Company''s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or violative of the company''s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction which have substantial effect on the financial health of the company

INDUSTRIAL RELATIONS

The relations with labour remained cordial during the year.

ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of Energy Conservation / Technology Absorption and Foreign Exchanges earnings and out go as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of the particulars in the Report of Board of Directors) Rules 1988, are given annexure "I'' and form part of this report.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules1975, are given in Annexure II and form part of this report.

ACKNOWLEDGEMENT:

Yours Directors take the opportunity to offer thanks to the State Bank of Patiala for their valuable assistance.

Yours Directors also wish to place on record their deep sense of appreciation for services of the executives, staff and workers of the company for smooth operations of the Company.

By Order of the Board For BCC Fuba India Limited

Sd/- (Renu Bhagat) Date :30th May, 2014 Chairperson Place: New Delhi

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report and the audited Accounts of the Company for the financial year ended 31 st March 2013

FINANCIAL RESULTS

(Rs. In lacs)

2012-13 2011-12

Turnover 773.79 640.18

ProfiU(Loss) before Interest & Depreciation (67.82) (28.07)

Financial Charges (13.38) (42.06)

Profit/(Loss) before Depreciation (81.20) (70.13)

Depreciation 11.64 13.85

Net Profit/(Loss) (92.84) (83.98)

DIVIDEND

Company has suffered loss and therefore no dividend was declared.

OPERATIONAL HIGHLIGHT

[A] The global economic disturbances continued to bring challenges to the electronics industry during the Year. Consumer demand for electronic products has largely declined leading to a significant decrease in sales orders. Average selling prices also experienced a drastic fall.

Despite of the adverse business trend Sales for the year ended March 31, 2013 increased 20.87% to Rs.773.79 lacs compared to Rs.640.18 lacs in 2012. This growth was driven primarily by the better utilisation of scare resources and also professionally management of the production under the dynamic and most experience Director Mr. Sukhminder Singh Baidwan. However loss during the year increased by 8.86 lacs in comparison of the loss of the previous year. The continuity in loss is primarily due to under utilization of the installed capacity and running the factory below the BEP in addition to increase in overheads. This increase in demand is expected to continue during the first quarter of financial year 2013-14.

[B] Your company is listed with BSE. Promoter of public limited company which shares are listed with stock exchange cannot bring capital unless it goes for right issue/ or preferential issue. Due to loss in the past years and provision of Depreciation on straight line method the net worth of the company has been eroded therefore the promoters who has given unsecured loan to the company requested to treat the said loan as quasi capital of the company in order to revive the financial health of the company.

DIRECTORS

The Board of Directors place on record, with profound grief, the sad demise of the illustrious founder and Chairman & Managing Director of the company Mr. Vidya Sagar Bhagat on 18.02.2013 and his consequent cessation from the Directorship of the Company effective from that date.

The Board recalls the services rendered by him to the industry as well as to the society during his lifetime and express their gratitude to Mr. V. S. Bhagat for his valuable guidance and support for the promotion and growth of the company from its inception.

At the Meeting of the Board of Directors of the Company held on 15.05.2013 , Mr. A.P. Mathur expressed his intention to relinquish his position as Director of the Company and accordingly from the Chairman of the committees of the Board of Directors and requested the Board to accept his request with immediate effect. The Board with great reluctance and utmost regret accepted Mr. A.P. Mathur request to relinquish his office as Director of the Company with the conclusion of the Board meeting held on 15.05.2013. The Board has placed on Record his sincere appreciation of the valuable services rendered by Mr. A. P. Mathur during his tenure as a Director of the Company.

Mr. Veenu Pasricha retires by rotation and, being eligible, offers himselves for re-appointment.

The Board of Directors at its Meeting held on 5th March, 2013 have pursuant to the approval of the

Remuneration Committee of the Board and subject to the approval of the Members to be obtained at the ensuing

Annual General Meeting of the Company, appointed Mrs. Renu Bhagat as the Chairperson & Managing Director for a period of 5 years with effect from 5th March, 2013.

CAPITAL STRUCTURE:

During the year under review, the share capital of your company remained unchanged.

AUDITORS

M/s. Aggarwal & Rampal, Chartered Accountants, statutory of the company has tendered their resignation from the office of the company. The Board recall the services rendered by him to the company and express their gratitude for his valuable guidance and support to the company and accepted their resignation w.e.f. from the conclusion of this Annual General Meeting.

M/s Jawahar Kalra & Co. consented and given a certificate that if such appointment for the year 2013-14 is made, it will be in accordance with the requirement of the provisions of section 224(1 B) of the Companies Act 1956 and its ceiling within prescribed under the Companies Act 1956. Your Directors and audit committee recommend their appointment to hold office until the conclusion of this annual general meeting to the ensuing General Meeting.

COST AUDITOR:

Your Board has not appointed any cost Auditor for the financial year ended 31.03.2013 as the financial position of the company is very poor and not able to bear the professional fees of the cost auditor as suggested by the Institute of Cost and Management Accountant of India. As the financial position improves the company will appoint Cost Auditor pursuant to the direction from the Ministry of Corporate Affairs, Government of India.

FIXED DEPOSIT:

The company did not accept any deposits covered under section 58A of the Companies Act, 1956 during the year under review.

INSURANCE:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SECURITIES:

At present the securities of the Company are listed with The Stock Exchange Mumbai. The company had proposed to delist the equity shares from all the Stock Exchanges except the Stock Exchange Mumbai and the proposal for delisting is under consideration before the Delhi Stock Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana Stock Exchange Association Limited and the Calcutta Stock exchange Association limited and the approval for delisting of the shares is awaited.

DEPOSITORY SYSTEM

As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED having office at44,Community Centre 2nd Floor, Naraina Industrial Area, Phase-I, New Delhi-110028 have been associated with us as share transfer agent. All the members are requested to contact them for any kinds of shares related matters.

THE CORPORATE GOVERNANCE CODE

Implementation of Corporate governance is a turning point in bringing the transparency in the regulation and administration of corporate matters. We have implemented the corporate governance in sprit having vision to bring the complete discipline between the function and corporate regulation. As a proactive step your Company has been following the Corporate Governance practices like striking out reasonable balance in the Composition of Board of Directors, setting up Audit Committee and other Business Committees, adequate disclosures and business to be deliberated by the Board etc, even before the code became mandatory applicable.

A Report in line with the requirements of clause 49 of the Listing Agreement on the Corporate Governance practices followed by the Company and the Auditors'' Certificate on Compliance of mandatory requirements along with Management Discussion and Analysis, are given as an annexure to this report.

AUDITORS'' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The auditors'' report on the accounts of the Company is self-explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report as required under the listing agreements with the Stock Exchanges is annexed and forms part of the

Directors''Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

While preparing the annual financial statements the Company has adhered to the following:

In the preparation of the said financial statements the Company has followed the applicable accounting standards, referred to in Section 211(3-C) of the Companies Act, 1956.

The company has followed the said accounting standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Company''s business, so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and Statement of the profit & loss of the Company, for the said period.

The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the financial statements on a going concern basis.

CEO CERTIFICATION:

Chairperson and Managing Director and Manager (Finance & Accounts )have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Company''s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or violative of the company''s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction which have substantial effect on the financial health of the company

INDUSTRIAL RELATIONS

The relations with labour remained cordial during the year.

ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND

OUTGO

Particulars of Energy Conservation / Technology Absorption and Foreign Exchanges earnings and out go as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of the particulars in the Report of Board of Directors) Rules 1988, are given annexure T and form part of this report.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rulesl 975, are given in Annexure II and form part of this report.

ACKNOWLEDGEMENT:

Yours Directors take the opportunity to offer thanks to the State Bank of Patiala for their valuable assistance. Yours Directors also wish to place on record their deep sense of appreciation for services of the executives, staff and workers of the company for smooth operations of the Company.

By order of the Board of Directors

Place: NewDelhi Sd/- Date: 29.07.2013 (RENU BHAGAT)

Chairperson & Managing Director

The Directors have pleasure in presenting the 24th Annual Report and the audited Accounts of the Company for the financial year ended 31 st March 2010

FINANCIAL RESULTS

(Rs. In lacs) 2009-10 2008-09

Turnover 680.93 563.93

Profit/(Loss) before

Interest & Depreciation 27.93 (9.98)

Interest 45.69 (50.88)

Profit/(Loss) before

Depreciation (17.76) (60.86)

Depreciation 75.32 75.28

Net Profit/ (Loss) (93.08) (136.14)

DIVIDEND

Company has suffered loss and therefore no dividend was declared.

OPERATIONAL HIGHLIGHT

Sales for the year ended March 31, 2010 increased 20.75% to Rs.680.93 lacs compared to Rs.563.93 lacs in 2009. This growth was driven primarily by the improving demand in the commercial markets, led by the communications, industrial, instrumentation and consumer electronics segments. This increase in demand is expected to continue during the first quarter of 2010.

We also experienced strong orders of Rs.300.00 lacs during the first quarter of the current financial year. If the current strength in demand continues throughout 2010-11, we expect net sales in 2010-11 to grow at least 76.00% over the net sales of Rs.680.93 Lacs for 2009-10.

DIRECTORS

Mr. Ravi Mohan Mehta, Director of the Company retire by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment. As his continued presence on the board is of immense importance to the company, your directors recommended his re-appointment.

CAPITAL STRUCTURE:

During the year under review, the share capital of your company rerpained unchanged.

AUDITORS

The auditors of the Company M/s. Aggarwal & Rampal, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your directors and Audit committee recommend their re-appointment. The requisite certificate pursuant to Section 224(1 B) of the Companies Act, 1956, has been received.

FIXED DEPOSIT:

The company did not accept any deposits covered under section 58A of the Companies Act, 1956 during the year under review.

LISTING OF SECURITIES

At present the securities of the Company are listed with The Stock Exchange Mumbai The company had proposed to delist the equity shares from all the Stock Exchanges except the Stock Exchange Mumbai and the proposal for delisting is under consideration before the Delhi Stock Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana Stock Exchange Association Limited and the Calcutta Stock exchange Association limited and the approval for delisting of the shares is awaited.

DEPOSITORY SYSTEM

As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED having office atA-40,2nd Floor, Naraina Industrial Area, Phase-ll, New Delhi-110028 have been associated with us as share transfer agent. All the members are requested to contact them for any kinds of shares related matters.

THE CORPORATE GOVERNANCE CODE

Implementation of Corporate governance is a turning point in bringing the transparency in the regulation and administration of corporate matters. We have implemented the corporate governance in sprit having vision to bring the complete discipline between the function and corporate regulation.

As a proactive step your Company has been following the Corporate Governance practices like striking out reasonable balance in the Composition of Board of Directors, setting up Audit Committee and other Business Committees, adequate disclosures and business to be deliberated by the Board etc, even before the code became mandatory applicable.

A Report in line with the requirements of clause 49 of the Listing Agreement on the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements along with Management Discussion and Analysis, are given as an annexure to this report.

AUDITORS REPORT-OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The auditors report on the accounts of the Company is self-explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report as required under the listing agreements with the Stock Exchanges is annexed and forms part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT:

While preparing the annual financial statements the Company has adhered to the following:

In the preparation of the said financial statements the Company has followed the applicable accounting standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

The company has followed the said accounting standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Companys business, so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profit/loss of the Company, for the said period.

The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the financial statements on a going concern basis.

CEO CERTIFICATION:

Chairman and Managing Director and Manager (Finance & Accounts) have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or violative of the companys code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction which have substantial effect on the financial health of the company

INDUSTRIAL RELATIONS

The relations with labour remained cordial during the year.

ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of Energy Conservation /Technology Absorption and Foreign Exchanges earnings and out go as per Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of the particulars in the Report of Board of Directors) Rules 1988, are given annexure "1" and form part of this report.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules1975, are given in Annexure II and form part of this report.

ACKNOWLEDGEMENT:

Yours Directors take the opportunity to offer thanks to the State Bank of Patiala for their valuable assistance.

Yours Directors also wish to place on record their deep sense of appreciation for services of the customer,

executives, staff and workers of the company for smooth operations of the Company.

By order of the Board

Sd/

Place: New Delhi (v.S. BHAGAT)

Date: 29.05.2010 Chairman & Managing Director