Your Directors' have the pleasure of presenting the Seventeenth Annual Report of the
Company on the business and operations of the Company, together with Audited
Statement of Accounts for the year ended March 31, 2025.

FINANCIAL RESULTS

The Company's performance during the financial year ended March 31, 2025 as
compared to the previous financial year is summarized as below:

(Amount in Lacs)

NATURE OF BUSINESS

Presently the Company is engaged in trading activities only. It trades all type of
ferrous and non-ferrous metals which mainly includes Zinc, Copper Ingots, Copper
Rod, Tin Ingots, Copper Scrap and Nickel etc.

The Company trades the goods in open market as well as on the Multi Commodity
Exchange (MCX) Platform by taking and giving physical delivery of material and
other modes also.

The Company purchases the goods from Indian market as well as imports from
various countries.

FINANCIAL PERFORMANCE REVIEW

On standalone basis the revenue from operation during the Financial Year were Rs.
9619.68 Lakhs as compare to previous financial year of Rs. 9526.86. Which little higher
than previous year. Profit of the Company stood at Rs. 105.68 Lakh as compare to
previous year of Rs. 95.86 Lakhs.

Your directors are hoping, the good business performance in the coming years.

FUTURE PROSPECTUS

Despite stiff competition in Indian and global market, your Company is working in a
direction to create a unique identity amongst the customer and your Directors are
confident of achieving better working results in the coming years.

RESERVES & SURPLUS

The Company's Reserve & Surplus in the year 2025 is Rs. 2,748.85 lacs as compared to
the previous year it was Rs. 2,669.81 lacs.

No Profit was transferred to any specific reserve created but transferred to general
reserves.

DIVIDEND

The Board of Directors has not recommended any dividend on the Share Capital of the
Company for the period ended 31st March 2025 considering the current cash flow
position of the Company and future funds requirement for growth of business.

DEPOSITS

During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014.

LISTING ON STOCK EXCHANGES

Your Company is listed in BSE Limited. The Company has paid the Annual Listing
Fee of BSE for F.Y. 2025-26.

CASH FLOW STATEMENT:

In conformity with the provisions of Regulation 34(2)(C) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act
the Cash flow Statement for the year ended 31.03.2025 is forming a part of Annual
Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

No material changes and commitments which could affect the Company's financial
position have occurred between the end of the financial year of the Company and the
date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES

All transactions of the Company with Related Parties are in the ordinary course of
business and at arm's length. Information about the transactions with Related Parties
is given in the Financial Statement of the Company which forms a part of this Annual
Report.

The Board of Directors of the Company has seek the approval of Shareholders in
ensuing Annual General Meeting for material related party transactions with M/s
Proxima Industries Private Limited, for the period from the conclusion of ensuing
Annual General Meeting to the conclusion of 18th Annual General Meeting to be held
in Financial Year 2026-27.

Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act,
2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as
Annexure- I to this Directors' Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION
186

The Company has not given any Loan, Guarantee or made investment falling under
section 186 of the Companies Act, 2013. Note 2.4, 2.6 and 2.11 forming part of
Financial Statement of the Company.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARE

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

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND
EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any employee stock option scheme and employee stock
purchase scheme and hence no information as provisions of Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share
Based Employee Benefits) Regulations, 2014, has been furnished.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED
BY EMPLOYEES

There are no shares held by trustees for the benefit of employees therefore, no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules,
2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

As on 31st March 2025, your Board comprises of 06 Directors which includes 02
Executive Directors, 01 Non-Executive Non-Independent Director and 03 Independent
Directors.

Change in Directors during the year under review

During the year, Mr. Ankit Gupta has resigned in Board Meeting held on 31^st March
2025 from the directorship of the Company. The Board of Directors has also appointed
one additional director, Mr. Arvind Kumar Bhandari in the Board Meeting held on
31^st March 2025 and appointment was effective from 01^st April 2025.

Re-appointment of director liable to retire by rotation

In terms of the provisions Section 152 of the Companies Act, 2013 read with the
Articles of Association of the Company, Mr. Nitin Aggarwal, director of the Company
is liable to retire by rotation at the ensuing 18^th Annual General Meeting and being
eligible offered them-self for reappointment.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013
and Regulation 16 of SEBI (LODR) Regulation, 2015, the Company has received
individual declarations from all the Independent Directors confirming that they fulfill
the criteria of independence as specified in Section 149(6) of the Companies Act, 2013
and Regulation 16 of the SEBI (LODR) Regulations, 2015.

Key Managerial Personnel

As on the date of this report, in compliance with the requirements of Section 203 of the
Companies Act, 2013 following are the Key Managerial Personnel of the Company:

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• Mr. Chander Shekhar Jain - Managing Director \

• Mr. Nitin Aggarwal - Whole Time Director \

• Mr. Manoj Jain - Chief Financial Officer j

• Mrs. Dimple Malik - Company Secretary & Compliance Officer \

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POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION j

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy \

on appointment of Board members including criteria for determining qualifications, \

positive attributes, independence of a Director and the Policy on remuneration of j

Directors, KMP and other employees is forming a part of Corporate Governance j

Report. j

It is thereby, affirmed that remuneration paid to the Directors, Key Management j

Personnel and other employees is as per the Remuneration Policy of the Company. j

NUMBER OF MEETINGS OF BOARD AND COMMITTEE OF BOARD OF |
DIRECTORS |

MEETINGS OF BOARD OF DIRECTORS j

The Board of Directors met 10 times during the financial year ended March 31, 2025 in j

accordance with the provisions of the Companies Act, 2013 and rules made there- j

under. Directors of the Company actively participated in the meetings and j

contributed valuable inputs on the matters brought before the Board of Directors from j

time to time. j

Additionally, during the financial year ended March 31, 2025 the Independent j

j

Directors held a separate meeting in compliance with the requirements of Schedule IV j

of the Companies Act, 2013. j

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COMMITTEES MEETINGS j

The Audit Committee met 05 times during the financial year ended March 31, 2025. j

j

The nomination and remuneration committee met 04 times during the financial year j

j

ended March 31, 2025. The Shareholders Grievances Committee met 02 times during j

j

the financial ended March 31, 2025. The Corporate Social Responsibility Committee j
met 01 time during the financial ended March 31, 2025. Members of the Committees \
discussed the matter placed and contributed valuable inputs on the matters brought j

before. |

DIRECTOR'S RESPONSIBILITY STATEMENT I

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In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2025, the Board of
Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material
departures;

2. The Directors had selected such accounting policies have been selected and
applied consistently and the Directors made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as on March 31, 2025 and of the profits of the Company for the
year ended on that date;

3. The Directors had taken proper and sufficient care was taken 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;

4. The Directors has prepared annual accounts of the Company have been
prepared on a going concern basis;

5. The Directors had laid down internal financial controls have been laid down to
be followed by the Company and that such internal financial controls are
adequate and were operating effectively;

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

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee and
formulated the criteria for determining the qualification, positive attributes and
independence of a Director (the Criteria). The Nomination and Remuneration
Committee has recommended to the Board a policy relating to the remuneration for

Directors, Key Managerial Personnel and other employees, as required under Section
178 (1) of the Companies Act, 2013.

Kindly refer section on Corporate Governance, under the head, 'Nomination and
Remuneration Committee' for matters relating to constitution, meetings, functions of
the Committee and the remuneration policy formulated by this Committee.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Agreement with Stock Exchanges, the Board of Directors, in consultation with its
Nomination & Remuneration Committee, has formulated a framework containing,
inter-alia, the criteria for performance evaluation of the entire Board of the Company,
its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the
functioning of the Board and its Committee, such as, adequacy of the constitution and
composition of the Board and its Committees, matters addressed in the Board and
Committee meetings, processes followed at the meeting, Board s focus, regulatory
compliances and Corporate Governance, etc.

Similarly, for evaluation of Individual Director's performance, the questionnaire
covers various aspects like his/ her profile, contribution in Board and Committee
meetings, execution and performance of specific duties, obligations, regulatory
compliances and governance, etc. Board members had submitted their response on a
scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees
of which they are members and of their peer Board members, including Chairman of
the Board. The Independent Directors had met separately without the presence of
Non-Independent Directors and the members of management and discussed, inter-
alia, the performance of Non-Independent Directors and Board as a whole and the
performance of the Chairman of the Company after taking into consideration the
views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of
every Directors performance.

The performance evaluation of all the Independent Directors have been done by the
entire Board, excluding the Director being evaluated. On the basis of performance
evaluation done by the Board, it shall be determined whether to extend or continue
their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of Companies Act, 2013, the Company was not required to
spent any funds toward Corporate Social Responsibility during the financial year
2024-25 as the Company was not fulfilling the criteria mentioned in Section 135 (1) of
Companies Act, 2013 during previous year ended on 31^st March 2025.

OTHER BOARD COMMITTEES

For details of other board committees viz. Shareholders/ Investors Grievance
Committee, kindly refer to the section on Corporate Governance.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism, through a Whistle Blower Policy,
where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not
only helps the Company in detection of fraud, but is also used as a corporate
governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the
Compliance Officer or the Chairman of the Audit Committee, where necessary. The
Company ensures that genuine Whistle Blowers are accorded complete protection
from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at
www.bcpowercontrols.com.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy
which aims at enhancing shareholders' value and providing an optimum risk reward
thereof. The risk management approach is based on a clear understanding of the
variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls related to financial
statement. During the year, such controls were tested and no reportable material
weaknesses were observed for inefficiency or inadequacy of such controls. Some of the
controls are outlined below:

• The Company has adopted accounting policies, which are in line with the
Accounting Standards and other applicable provisions of the Companies Act,
2013;

• Changes in polices, if any, are approved by the Audit Committee in
consultation with the Auditors;

• In preparing the financial statement, judgment and estimates have been made
based on sound policies. The basis of such judgments and estimates are
approved by the Auditors and the Audit Committee;

PARTICULARS OF EMPLOYEES AND REMUNERATION

Your Directors appreciate the significant contribution made by the employees to the
operations of your Company during the period.

The information required on particulars of employees as per Section 197(12) of the
Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is given in a separate Annexure- II to this
Directors' Report.

As per the provisions contained in the proviso to Section 136(1) of the Companies Act,
2013, the some of the aforesaid particulars are not being sent as a part of this Annual
Report. Any Member interested in obtaining a copy of the same may write to the
Company Secretary at the registered office of the Company.

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

In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is
required to set up an Internal Complaints Committee to look into complaints relating
to sexual harassment at work place of any women employee. Pursuant to the
legislation The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has a Policy on Prevention of Sexual
Harassment at Workplace.

The Company in its endeavour for zero tolerance towards any kind of harassment,
including sexual harassment, or discrimination at the workplace has in accordance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under
the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, a draft annual return in
Form MGT 7 is placed on website of the Company at link
http: //bcpowercontrols.com/ investors-corner/.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy, and technology absorption have not been furnished
considering the nature of activities undertaken by the Company during the year
under review.

Foreign Exchange Inflow: Rs. 681.48 Lacs
Foreign Exchange Outflow: Rs: 337.36 Lacs
CORPORATE GOVERNANCE

A report on Corporate Governance and the certificate from the Secretarial Auditor
regarding compliance with the conditions of Corporate Governance have been
furnished in the Annual Report and form a part of the Annual Report.

MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT

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

AUDITORS

STATUTORY AUDITORS

M/ s Gaur & Associates, Chartered Accountants (Firm Registration No.- 005354C), the
Statutory Auditor of the Company, were appointed as Statutory Auditor of Company
in this 16th Annual General Meeting held on 30.09.2024 for a period of 5 year upto the
conclusion of the Twenty First (21^st) Annual General Meeting of the Company to be
held in year 2029.

The Audit Report given by M/s Gaur & Associates for the Financial Year 2024-25,
forming part of this Annual Report.

The Reports of Statutory Auditor do not contain any qualification, reservation or
adverse remarks. During the year the Statutory Auditors have not reported any matter
under Section 143 (12), therefore no detail is required to be disclosed under the
applicable provisions of the Act.

SECRETARIAL AUDITOR

In accordance with Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
amended provisions of Regulation 24A of the Listing Regulations, the Board of
Directors, on the recommendation of the Audit Committee, had approved and
recommended to the Members, the appointment of M/s. Dabas S & Co., Company
Secretaries, (Firm Registration Number: S2021DE803400) and Peer Review Certificate
No. 5677/2024, as Secretarial Auditors of the Company to hold office for the first term
of Five consecutive years, from F.Y. 2025-26 to FY 2029-30. M/s Sanjeev Dabas,
Practicing Company Secretary is Proprietor of M/s Dabas S & Co. The resolution for
seeking approval of the members of the Company for the appointment of M/s. Dabas
S & Co. as the Secretarial Auditors is provided in the Notice of the ensuing AGM
along with their brief profile and other relevant details. M/s. Dabas S & Co., Company
Secretaries, have consented to act as the Secretarial Auditors of the Company and
have confirmed that their appointment, if approved, would be within the prescribed
limits under the Act & relevant Rules, and Listing Regulations. They have also
affirmed that they are not disqualified from being appointed as the Secretarial
Auditors under the applicable provisions of the Act, its Rules, and the Listing
Regulations.

The Secretarial Audit Report for the Financial Year 2024-25, issued by M/s Dabas S &
Co., Company Secretaries, who were appointed by the Board of Directors their
Meeting held on 31st July 2024 to Conduct the Secretarial Audit under Section 204 of
the Companies Act, 2013, for the Financial Year ended on 31st March 2025. Therefore,
as required under provisions of Section 204 of the Companies Act, 2013, the report in
respect of the Secretarial Audit carried out by M/s Dabas S & Co., Company
Secretaries, in Form MR-3 for the F.Y. 2024-25 is attached as Annexure- III' which
forms part of this Report. The Reports of Secretarial Auditor do not contain any
qualification, reservation or adverse remarks. Therefore, no detail is required to be
disclosed under the applicable provisions of the Act.

INTERNAL AUDITORS

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M/s Shyam Goel & Associates, Chartered Accountants, performed the duties of

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internal auditors of the Company during the F.Y. 2024-25 and their report was

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reviewed by the audit committee from time to time.

ACKNOWLEDGEMENTS AND APPRECIATION

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Your Directors take this opportunity to thank the customers, suppliers, bankers,

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business partners/associates, financial institutions and various regulatory authorities
for their consistent support/encouragement to the Company.

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Your Directors would also like to thank the Members for reposing their confidence

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and faith in the Company and its Management.

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By Order of the Board of Directors I

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For, B.C. Power Controls Limited

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Date: September 01, 2025

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Place: New Delhi (Chander Shekhar Jain) (Nitin Aggarwal)

Managing Director Whole Time Director

DIN: 08639491 DIN: 06713847

Add: C-^317, Add: H. NO. 31-A,

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2nd Floor, Janakpuri, Kamla Nagar,

New Delhi-110058 New Delhi-110007

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