Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on Aug 18, 2026 >>   ABB 7559.85 [ -1.28 ]ACC 1304.5 [ -0.84 ]AMBUJA CEM 412.2 [ -0.67 ]ASIAN PAINTS 2630.25 [ -2.40 ]AXIS BANK 1241 [ 0.89 ]BAJAJ AUTO 11598 [ -0.91 ]BANKOFBARODA 244.05 [ -1.19 ]BHARTI AIRTE 1935 [ -1.75 ]BHEL 425.2 [ -2.25 ]BPCL 310.8 [ -1.96 ]BRITANIAINDS 5511 [ -0.50 ]CIPLA 1431.85 [ 0.13 ]COAL INDIA 406.9 [ -0.27 ]COLGATEPALMO 1903.5 [ -3.13 ]DABUR INDIA 403.5 [ -1.01 ]DLF 666.65 [ -1.09 ]DRREDDYSLAB 1180.5 [ -0.96 ]GAIL 173.75 [ 0.70 ]GRASIM INDS 3277.3 [ 0.47 ]HCLTECHNOLOG 1300 [ -1.93 ]HDFC BANK 723.2 [ -0.93 ]HEROMOTOCORP 5737 [ -0.40 ]HIND.UNILEV 2036 [ -1.41 ]HINDALCO 1042.7 [ -0.71 ]ICICI BANK 1411.05 [ -0.48 ]INDIANHOTELS 719.5 [ -0.07 ]INDUSINDBANK 1013.5 [ 0.35 ]INFOSYS 1115 [ -2.02 ]ITC LTD 270.1 [ -1.15 ]JINDALSTLPOW 1102 [ -1.39 ]KOTAK BANK 387.3 [ -1.11 ]L&T 4082 [ 0.15 ]LUPIN 2225 [ -1.51 ]MAH&MAH 3416 [ 0.47 ]MARUTI SUZUK 13720 [ -0.58 ]MTNL 27.08 [ 0.04 ]NESTLE 1463.85 [ -0.42 ]NIIT 92.92 [ -3.04 ]NMDC 84.29 [ -0.95 ]NTPC 337 [ 0.03 ]ONGC 239.35 [ 0.36 ]PNB 116.7 [ -0.68 ]POWER GRID 267.8 [ 0.66 ]RIL 1319.4 [ 0.08 ]SBI 1053.7 [ -0.97 ]SESA GOA 264.25 [ -2.08 ]SHIPPINGCORP 295.8 [ 3.19 ]SUNPHRMINDS 1876.4 [ -0.32 ]TATA CHEM 653.4 [ -1.51 ]TATA GLOBAL 1062.6 [ -1.25 ]TATA MOTORS 323 [ -2.28 ]TATA STEEL 185.2 [ -0.48 ]TATAPOWERCOM 380.6 [ -0.24 ]TCS 2281 [ -1.47 ]TECH MAHINDR 1592.5 [ -0.83 ]ULTRATECHCEM 11495 [ -1.28 ]UNITED SPIRI 1522 [ -1.49 ]WIPRO 178.15 [ -2.12 ]ZEETELEFILMS 105.3 [ 0.43 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 517246ISIN: INE788D01016INDUSTRY: Electronics - Equipment/Components

BSE   ` 242.05   Open: 249.25   Today's Range 235.90
249.25
+4.65 (+ 1.92 %) Prev Close: 237.40 52 Week Range 101.92
249.25
Year End :2026-03 

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

(f in Hundred)

PARTICULARS

STANDALONE

CONSOLIDATED

FY 2026

FY 2025

FY 2026

FY 2025

Revenue from Operations

72,59,149.54

47,06,857.80

72,65,422.89

47,06,857.80

Other Income

9,054.49

23,463.87

9,159.52

23,463.87

Total Expenditure

61,82,288.65

40,37,795.81

61,95,653.46

40,37,795.81

Earnings Before Tax, Interest & Depreciation

10,85,915.38

6,92,525.86

10,78,928.95

6,92,525.86

Depreciation

1,54,412.60

96,918.96

1,60,230.23

96,918.96

Earnings Before Interest and Tax

9,31,502.78

5,95,606.90

9,18,698.72

5,95,606.90

Finance Cost

1,12,690.51

72,809.68

1,16,304.40

72,809.68

Earnings Before Tax

8,18,812.27

5,22,797.22

8,02,394.32

5,22,797.22

Tax Expense

2,30,416.27

1,48,977.57

2,25,928.28

1,48,977.57

Earning After Tax

5,88,396.00

3,73,819.65

5,76,466.04

3,73,819.65

Other Comprehensive Income

(225.25)

(4,966.09)

(225.25)

(4,966.09)

Total Comprehensive Income for the year

5,88,170.75

3,68,853.56

5,76,240.79

3,68,853.56

Attributable to:

Shareholder of the Company

5,82,086.49

3,68,853.56

Non-Controlling Interest

(5,845.70)

-

Earnings per share

Basic

3.15

2.11

3.12

2.11

Diluted

3.15

2.11

3.12

2.11

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 16th 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 31st 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:

PARTICULARS

STANDALONE

FY ended March 31, 2026 (in INR hundred)

Revenue from Operations

12,487.61

Other Income

202.55

Total Expenditure

20,268.97

Earnings Before Tax, Interest & Depreciation

(7,578.81)

Depreciation

11,382.55

Earnings Before Interest and Tax

(18,961.36)

Finance Cost

6531.34

Earnings Before Tax

(25,492.70)

Tax Expense

(6590.00)

Earning After Tax

(18,902.70)

Other Comprehensive Income

-

Total Comprehensive Income for the year

(18,902.70)

Earnings per share

Basic

(5.43)

Diluted

_(5.43)

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:

S.

No.

Name

Designation

Appointment

Resignation

1.

Mr. Ritesh Kumar Kapoor (DIN: 10844158)

Additional (Non-Executive) Independent Director

07.08.2025

-

2.

Mr. Ritesh Kumar Kapoor (DIN: 10844158)

Independent Director

07.08.2025 (Regularized at AGM held on 01.09.2025) (for term of 5 years)

3.

Ms. Pankhuri Mathur

Company Secretary

16.06.2025

-

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 37th Annual General Meeting held on 20th 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 37th Annual General Meeting till the conclusion of the 41st 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 39th Annual General Meeting held on 01st 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:

Investment

Amount (in Rs Hundred)

Iogems Technology Pvt. Ltd.

51000.00

Shivalik Solid Waste Management Limited

4255.30

Aditya Birla Sun Life Overnight Fund- Growth Regular Plan

4,50,145.73

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.

Number of complaints received

Number of complaints disposed of

Number of complaints pending more than ninety days

Number of workshops or awareness programme against sexual harassment

NIL

NIL

NIL

NIL

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.