Bombay Cycle & Motor Agency Ltd

To,

The Members of

BOMBAY CYCLE & MOTOR AGENCY LIMITED.

Your Directors take pleasure in presenting to you the Annual Report and the Audited Statements of accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

2. FINANCIAL PERFORMANCE & HIGHLIGHTS:

The total Revenue of the Company comprising of Automobile and Hospitality Divisions on a standalone basis for the current year ended on March 31, 2025, is ' 12,03,05,706/- as compared to ' 12,01,66,411/- in the previous year. Similarly, the total Revenue of the Company comprising of Automobile and Hospitality Divisions on a consolidated basis for the current year ended on March 31, 2025, is ' 12,36,77,408/- as compared to ' 12,01,66,411/- in the previous year.

Further, the Profit after tax on a standalone basis for the current year ended March 31, 2025, stood at ' 2,68,12,291/- as compared to ' 3,40,50,722/- in the previous year. Similarly, the Profit after tax on a consolidated basis for the current year ended on March 31, 2025, stood at ' (3,08,82,464)/- as compared to ' 3,12,56,730/- in the previous year.

No material changes and commitments have occurred after the close of the year till the date of this Report, which can affect the financial position of the Company.

3. DIVIDEND & RESERVES:

Your Directors are pleased to recommend a Final Dividend of ' 5/- per share on face value of ' 10/- per equity share for the financial year 2024-2025 which is equivalent to 50% (50% in the previous year), aggregating to ' 20/- Lacs. The Dividend payout is subject to approval of the Members at the ensuing Annual General Meeting.

During the year under review, the Company has transferred ' 26,81,229/- to general reserves of the Company.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Your Company has one wholly owned Subsidiary Company and no Associate Company and Joint Venture Companies as on March 31, 2025. The Subsidiary Company, namely Walchand Advanced Composites Private limited (Formerly known as Walchand Sun Advanced Composites Private Limited) had become Wholly Owned Subsidiary Company w.e.f. 7^th March, 2025.

A separate statement containing the salient features of the financial statements of Wholly Owned Subsidiary Company in Form AOC-1, pursuant to the provisions of Section 129 (3) of the Act is attached along with the financial statements.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025, is available on the Company's website and the web link for the same is https://www.bcma.in/investor_ financial.html.

6. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is enclosed by way of Annexure ‘A' to this report.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end on March 31, 2025 and of the profit for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

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

vi) the Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024 - 2025.

8. CORPORATE GOVERNANCE:

Your Directors believe that Corporate Governance is the basis of stakeholder satisfaction. Your Company wishes to maintain the highest standards of Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI). Your Company has obtained a certificate from M/s. Ragini Chokshi & Associates, Secretarial Auditors, on compliance with Regulation 34 of Listing Regulations read with Schedule V of Listing Regulations.

The Report on Corporate Governance along with the certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance is enclosed hereunder as Annexure B to this Report.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not fall under the criteria as mentioned under Section 135 of the Companies Act, 2013. Hence, the Company is not required to constitute CSR Committee and comply with other provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

All the Departments continued their efforts to reduce the energy consumption. The measures taken at all the units of your Company are:

i) Optimum utilization of electrical equipments.

ii) Maximum possible saving of energy.

There is no research & development activity, no import of technology or foreign exchange earnings or outgo, hence details of the same are not required to be annexed to this Report.

11. PERSONNEL:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record, its sincere appreciation for the sustained efforts and valued contribution made by all the employees of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31,2025, the Board of Directors comprised of 4 (four) members, including 1 (one) woman member. The Board has an appropriate mix of Director(s), NonExecutive Non-Independent Director(s) and Independent Directors, which is compliant with the Companies Act, 2013, the SEBI Listing Regulations and is also aligned with the best practices of Corporate Governance.

a) DECLARATION BY INDEPENDENT DIRECTORS:

Your Board has reviewed the declarations made by the Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and the Rules made thereunder and Regulation 16 (1) of the Listing Regulations.

b) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 106^th Annual General Meeting and being eligible, offered himself for re-appointment.

Brief profile of the proposed appointee together with the other disclosures in terms of Regulation 36 (3) of the Listing Regulations are mentioned in the Notice which is a part of this Annual Report.

c) APPOINTMENT OF DIRECTORS:

The Board of Directors at its meeting held on May 30, 2025, based on the recommendation of Nomination & Remuneration Committee and Audit Committee, have approved the re-appointment of Mr. Chirag C. Doshi as Managing Director of the Company with effect from May 30, 2025. His last term as Managing Director Completed on 15^th February, 2025. Further, the shareholders at the ensuing 106^th Annual General Meeting ('AGM') to be held on August 06, 2025, will consider the appointment of Mr. Chirag C. Doshi as an Managing Director of the Company for a period of 5 (five) years from May 30, 2025 to May 29, 2030.

d) KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, Mr. Chirag C. Doshi, Chairman & Director, Mr. Mahendra Kharwa, Chief Financial Officer and Ms. Nidhi Agarwal, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2025.

13. NUMBER OF MEETINGS OF THE BOARD:

The Board met four (4) times during the financial year 2024-2025 i.e. on May 16, 2024, August 09, 2024, November 06, 2024 and February 07, 2025.

14. COMMITTEES OF THE BOARD:

Your Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws, rules, regulations and statutes.

Your Company has the following Committees of the Board comprising of Directors and/ or Executives of the Company:

> Audit Committee which comprises of two Independent Directors i.e. Mr. Manish Modi (Chairman of the Committee) and Mrs. Devika Shah (Member), and Mr. Chirag C. Doshi (Member).

> Nomination & Remuneration Committee which comprises of two Independent Directors, Mr. Manish Modi (Chairman of the Committee) and Mrs. Devika Shah (Member) and Mr. Chakor L. Doshi, Chairman Emeritus (Member);

> Stakeholder Relationship Committee which comprises of three directors, Mrs. Devika Shah, (Chairperson of the Committee), Mr. Manish Modi (Member) and Mr. Chirag C. Doshi (Member).

> Committee of Independent Directors which comprises of two Directors, Mr. Manish Modi (Member) and Mrs. Devika Shah (Member).

15. BOARD EVALUATION:

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a structured questionnaire was prepared. During the year, evaluation was done which included evaluation of the Board as a whole, Board Committees and Directors. The exercise was done in the Independent Directors Meeting, Nomination & Remuneration Committee Meeting and Board Meeting held on May 30, 2025. The Evaluation process focused on various aspects of the Board and Committee functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the performance of individual directors on parameters such as attendance, contribution and independent judgement.

16. VIGIL MECHANISM:

Your Company is committed to the highest standards of ethical, moral and legal business conduct.

In accordance with Section 177 of the Companies Act, 2013 and the Listing

Regulations, the Board of Directors have formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit committee. The Policy on Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website at https://www. bcma.in/pdf/policies_and_release/policies/ Whistleblower%20Policy_28_02_2023.pdf.

17. PARTICULARS OF EMPLOYEES REMUNERATION:

(A) The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form a part of this Report as Annexure C.

(B) The statement containing particulars of the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent as the Company has no such employee who falls under the criteria specified in the said Rules.

18. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered into by the Company with related parties during the financial year under review were in the ordinary course of business and on arm's length basis. Prior omnibus approval is obtained for all related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis

All Related Party Transactions were placed before the Audit Committee for their approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://www.bcma.in/pdf/policies_ and_ release/policies/Related-Party- Transactions-Policy.pdf.

Pursuant to the SEBI Listing Regulations, the resolution seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

Your Directors draw attention of the members to Note no. 6 to the Financial Statements which sets out related party disclosures.

19. NOMINATION & REMUNERATION POLICY:

The Board has framed a Policy on the recommendation of the Nomination & Remuneration Committee which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members/ Key Managerial Personnel and other employees.

OBJECTIVES:

The Nomination and Remuneration Committee and the Policy is in compliance with Section 178 of the Companies Act, 2013, read along with the applicable rules thereto and Regulation 19 of the Listing Regulations.

The key objectives of the Committee are:

a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and to provide necessary report to the Board for further evaluation of the Board.

c) to recommend to the Board, the remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

ROLE OF THE COMMITTEE:

The role of the Committee is explained in the Corporate Governance Report.

NOMINATION DUTIES:

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in place for new Directors and Members of the Senior Management and reviewing its effectiveness.

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the guidelines provided under the Companies Act, 2013.

c) Identifying and recommending directors who are to be put forward for retirement by rotation.

d) Determining the appropriate size, diversity and composition of the Board.

e) Setting a formal and transparent procedure for selecting new directors for appointment to the Board.

f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.

g) Evaluating the performance of the Board and Independent Directors.

h) Making recommendations to the Board concerning matters relating to continuation of office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provisions of law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of the Committee.

j) Recommending any necessary changes to the Board.

k) Considering any other matter as may be requested by the Board.

l) For every new appointment of an Independent Director, the Committee evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepares a description of the role and capabilities required by such directors. It ensures that the person recommended to the Board for appointment as an Independent Director has the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) consider the time commitment of its candidates.

REMUNERATION DUTIES:

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the Remuneration Policy based on the performance and also bear in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.

b) to approve the remuneration of Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

c) to delegate any of its powers to one or more of its members or the Secretary of the Committee.

d) to consider and recommend to the Board, professional indemnity and liability insurance for Directors and Senior Management.

e) to consider any other matter as may be requested by the Board.

The Nomination and Remuneration policy is available on the website of the Company and the web link for the same is https://www. bcma.in/pdf/policies_and_release/policies/ Nomination%20&%20Remuneration%20 Policy.pdf.

20. RISK MANAGEMENT:

All the material Risks faced by the Company were identified and assessed. For each of the risks identified, corresponding controls were assessed and policies and procedures were put in place for monitoring, mitigating and reporting risk on a periodic basis.

21. INTERNAL FINANCIAL CONTROL SYSTEMS:

Your Company has laid down set of standards, processes and structure in order to implement internal financial control with reference to Financial Statements across the organization and to ensure that the same is adequate and operating effectively.

22. INSURANCE:

The properties, stock, stores, assets, etc., belonging to the Company continue to be adequately insured against fire, riots, civil commotion, etc.

23. DEMATERIALIZATION OF SHARES:

Your Company's shares are listed on BSE Limited and the Company's Registrar and Share Transfer Agent has connectivity with National Securities Depository Limited & Central Depository Services (India) Ltd. The ISIN of the Company is INE691K01017. As

on March 31, 2025, 3,77,627 equity shares representing 94.41% of the total shares have been dematerialized.

24. COMPANY'S WEBSITE:

Your Company has its website named as www.bcma.in. The website provides detailed information about its business activity, location of its Corporate Offices and Service Centre(s) etc. The Quarterly Results, Annual Reports, Shareholding Pattern, Integrated Filing - Governance, Policies of the Company and all other communication with the Stock Exchange is placed on the website of the Company and the same is updated periodically.

25. MEANS OF COMMUNICATION:

Your Company has designated investors@ bcma.in as an email id for the purpose of registering complaints by investors and has displayed the same on the website of the Company.

STATUTORY AUDITOR:

M/s. N. G. Thakrar & Co., Chartered Accountants, Mumbai, were re-appointed as the Statutory Auditors of the Company in the 101^st AGM to hold office from the conclusion of the 101^st AGM until the conclusion of the 106^th Annual General Meeting to be held in the year 2025-26.

Due to completion of tenure of M/s. N. G. Thakrar & Co., in the upcoming Annual General Meeting, company, it is required to appoint another CA Firm as Statutory Auditors of the Company. For this purpose, we have identified M/s. L M R A and Associates, Chartered Accountants, and approached them to act as the Statutory Auditors of the company. We have also received Consent Letter from M/s. L M R A and Associates, under Sections 139, 142 of the Companies Act, 2013.

Hence, Board has considered and approved the appointment of M/s. L M R A and Associates, Chartered Accountants, (having FRN No. 159407W) a Peer

Reviewed Firm, based at Nagpur and having office at Mumbai, as Statutory Auditors of the Company as recommended by Audit Committee and subject to the Approval of the Shareholders at the ensuing Annual General Meeting to hold the office for a term of five years commencing from conclusion of the 106^th Annual General Meeting till conclusion of the 111^th Annual General Meeting and authorize the Board to fix their remuneration.

AUDITORS REPORT:

The notes forming a part of the accounts referred in the Auditors' Report are selfexplanatory and give complete information. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on May 30, 2025 based on the recommendation of the Audit Committee, has approved the appointment of M/s. Ragini Chokshi & Company, Practicing Company Secretary, a peer reviewed firm (Firm Registration no. 92897) to conduct Secretarial Audit of the Company for a period of 5 consecutive years commencing from the FY 2025-26 till FY 2029-30, subject to the approval of the Members at the ensuing Annual General Meeting and to submit the Secretarial Audit Report in the prescribed format. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith as ‘Annexure D' to this Report.

No observations/ qualifications/ reservation/ adverse remarks were made by M/s. Ragini Chokshi & Company, Secretarial Auditor of the Company in their report.

REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's Report.

GUARANTEES OR INVESTMENTS BY THE COMPANY:

Particulars of loans given, guarantees and investments made, covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to the Financial Statements. (Please refer to note no. 3 and 8 to the Financial Statements).

28. SECRETARIAL STANDARDS:

The Directors state that the Company has in place proper systems to ensure compliance with all the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

To provide insights into the Company to enable the Independent Directors to understand the Company's business in depth which would facilitate their active participation in managing the Company, Company arranges Familiarization Programme for Independent Directors. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. https://www. bcma.in/pdf/policies_and_release/policies/ Familiarization%20Programme%20for%20 Independent%20Directors.pdf

31. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which could impact the going concern status and the Company's operations in future.

32. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Your Company reports that no shares issued pursuant to public issue remains unclaimed. Hence, disclosure with respect to Demat Suspense Account/ Unclaimed Suspense Account is not applicable.

33. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, employees, customers, suppliers and the shareholders from time to time.