Equity Analysis

Dear Members,

Your 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:

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.

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.

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.

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.

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.

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.

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.

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).

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 .

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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 .

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

• 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.

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

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.

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.

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.

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.