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, 2024.

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 March 31, 2024 is Rs. 1,20,166,411/- as compared to Rs. 96,360,546/- 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 March 31, 2024 is Rs. 1,20,166,411/- as compared to Rs. 96,360,546/- in the previous year.

Further, the Profit after tax on a standalone basis for the current year ended March 31, 2024 stood at Rs. 31,857,984/- as compared to Rs. 22,707,882/- in the previous year. Similarly, the Profit after tax on a consolidated basis for the current year ended March 31, 2024 stood at Rs. 29,063,992/- as compared to Rs. 17,889,472/- 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:

Y our Directors are pleased to recommend a Final Dividend of Rs. 5/- per share on face value of Rs. 10/- per equity share for the financial year 2023-2024 which is equivalent to 50% (50% in the previous year), aggregating to Rs. 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 Rs. 3,185,798/- to general reserves of the Company.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Y our Company has one Associate Company and no Subsidiaries and Joint Venture Companies as on March 31, 2024. A separate statement containing salient features of the financial statements of Associate 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, 2024 is available on the Company's website and the web link for the same is https://www.bcma.in/pdf/annual_ report/Form_MGT_7.pdf.

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 Rs.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 of March 31, 2024 and of the profit for the year ended on that date; iii) the Directors have taken proper and

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.

8 . CORPORATE GOVERNANCE:

As per Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), if the net worth of the Company exceeds Rs. 25 crores as on the last day of the previous financial year, then compliance with the provisions of Regulation 27 i.e. Corporate Governance become applicable. Since the net worth of the Company has crossed Rs. 25 crores, Corporate Governance provisions have now become applicable to your Company.

Y our 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

Co., Statutory 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 of the Company regarding compliance of the conditions of Corporate Governance is enclosed as Annexure B to this Report.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Y our Company does not fall under criteria mentioned under Section 135 of the Companies Act, 2013. Hence, your 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 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 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, 2024, the Board of Directors comprised of 4 (four) members, including 1 (one) woman member. The Board has an appropriate mix of Executive Director(s), Non-Executive 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 the

DIRECTORS:

Y our 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 efforts Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 105^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) COMPLETION OF TENURE OF DIRECTORS:

Mrs. Rupal Vora (DIN: 07096253) and Mr. Ashok Kukreja (DIN : 00463526) were re-appointed as Independent Directors at the 100^th Annual General Meeting (AGM) of the Company held on August 05, 2019, for a second term of five years and will hold office till the conclusion of 105^th AGM to be held on August 09, 2024. The Board places on record its appreciation for the invaluable contribution and guidance rendered by them during their tenure at the Company.

d) APPOINTMENT OF DIRECTORS:

The Board of Directors at its meeting held on May 16, 2024, based on the recommendation of NRC, have approved the appointment of Mr. Manish Modi as an Additional Director categorised as Non-Executive Independent Director of the Company with effect from May 16, 2024. Further, the shareholders at the ensuing 105^th Annual General Meeting (‘AGM') to be held on August 09, 2024, will consider the appointment of Mr. Manish Modi as an Independent Director of the

Company for a period of 5 (five) years from May 16, 2024 to May 15, 2029.

Further, the Board of Directors, by Circular Resolution passed on June 10, 2024, based on the recommendation of NRC, have approved the appointment of Mrs. Devika Shah as an Additional Director categorised as Non-Executive Independent Director of the Company with effect from June 10, 2024. Further, the shareholders at the ensuing 105^th Annual General Meeting (‘AGM') to be held on August 09, 2024, will consider the appointment of Mrs. Devika Shah as an Independent Director of the

Company for a period of 5 (five) years from June 10, 2024 to June 09, 2024.

e) KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, Mr. Chirag C. Doshi, Chairman & MD, Mr. Mahendra

Kharwa, Chief Financial Officerand

Ms. Nidhi Agarwal, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024.

13. NUMBER OF MEETINGS OF THE BOARD:

The Board met four (4) times during the financial year 2023-2024 i.e. on May 12,

2023, August 04, 2023, November 08, 2023 and February 02, 2024.

14. COMMITTEES OF THE BOARD:

Y our Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes. Y our 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. Ashok T. Kukreja (Chairman of the Committee) and Mrs. Rupal Vora (Member), and Chairman & Managing Director, Mr. Chirag C. Doshi (Member).

Nomination & Remuneration Committee which comprises of two Independent Directors, Mr. Ashok T. Kukreja (Chairman of the Committee) and Mrs. Rupal Vora (Member) and Mr. Chakor L. Doshi, Chairman Emeritus (Member); Stakeholder Relationship Committee which comprises of three directors, Mrs. Rupal Vora, (Chairperson of the Committee), Mr. Ashok Kukreja (Member) and Mr. Chirag C. Doshi (Member).

Committee of Independent Directors which comprises of two Directors, Mr. Ashok T. Kukreja (Chairman of Committee) and Mrs. Rupal Vora (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. 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:

Y our Company is committed to the 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

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.

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. All Related Party Transactions were placed before the Audit Committee for 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 Y our 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 of any Director at continuation office 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 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 were identified the risks identified, 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:

Y our Company has laid down set 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 beto attract, retain and adequately insured against fire, riots, civil commotion, etc.

23. DEMATERIALIZATION OF SHARES:

Y our 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, 2024, 375,854 equity shares representing 93.96% of the total shares have been dematerialized.

24. COMPANY'S WEBSITE:

Y our Company has its website named 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, 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:

Y our Company has designatedinvestors@ bcma.in as an email id for the purpose of Company registering complaints by investors and has and assessed. For each of displayed the same on the website of the Company.

26. AUDITORS AND AUDITOR'S REPORT: ST ATUTORY AUDITOR:

M/s. N. G. Thakrar & Co., Chartered Accountants, Mumbai, were re-appointed of 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.

AUDITORS REPORT:

The notes forming a part of the accounts referred in the Auditors' Report are self-explanatory 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 Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Ragini Chokshi & Company, Practicing Company Secretary to conduct Secretarial Audit of the Company for the year April 01, 2023 to March 31, 2024. The Secretarial

Audit Report for the financial year ended

March 31, 2024 is annexed herewith as ‘Annexure D' to this Report.

No observations/ qualifications/ adverse remarks were made by M/s. Ragini Chokshi & Company, Secretarial Auditor of the Company in their report. The Board has re-appointed M/s. Ragini Chokshi & Company as the Secretarial Auditor for the financial year 2024-25 also.

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 applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively, have been duly followed by the Company.

29 . PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Y our 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:

T o 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:

Y our 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 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:

Y our 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:

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

Y our 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.

For and on behalf of the Board of Directors