To
The Shareholders of the Company,
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
|
|
|
|
(Rs. 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.
|
For and on behalf of the Board |
|
|
For B C C FUBA INDIA LIMITED |
|
Date:-- 27.05.2026 |
Abhinav Bhardwaj |
Anurag Gupta |
Place: Delhi |
Director |
Director |
|
DIN:06785065 |
DIN : 03629487 |
