Faalcon Concepts Ltd

Dear Members,

Your Directors have pleasure in presenting this 06th Board's Report and the Company's Audited Financial Statements for the Financial Year ended on 31st March, 2024.

1. FINANCIAL RESULTS OF THE COMPANY

The Company's financial performance for the year ended 31st March 2024 is summarized below: -

(Amount in Lacs Rs)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company has earned a net revenue from operations of Rs. 1851.18 lacs for the financial year 2023- 2024. Further, the Company has earned a Profit before Tax (PBT) of Rs. 272.47 Lacs and Profit after tax (PAT) of Rs. 202.98 Lacs.

The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles ("GAAP"), including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, on the accrual basis, as adopted consistently by the Company.

3. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the directors have not declared any dividend for the Financial Year 2023-24.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

5. TRANSFER TO RESERVES

The Company has transferred amount to General Reserve as per notes in financial statement.

6. SHARE CAPITAL AUTHORISED SHARE CAPITAL

The Company increased its Authorised Share Capital to ^ 7,40,00,000 and is the same as on 31st March, 2024.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

Upon Conversion of Loan into equity shares the issued, subscribed and paid-up share capital increased to Rs. 3,48,580.

Upon Issue of Bonus Shares of 48,45,262 with ratio of 139:1 the issued, subscribed and paid-up share capital increased to Rs. 4,88,01,200.

Further 19,50,000 Equity Shares of face value of Rs. 10/- each at a premium of ^ 52/- per share were issued through IPO and allotted on 24.04.2024.

The present the issued, subscribed and paid-up share capital of the Company is ^ 6,83,01,200 divided into 68,30,120 Equity Shares of the Rs. 10/- each and the entire shares of the Company is listed on BSE-SME exchange w.e.f. 26th April, 2024.

7. DETAILS OF INITIAL PUBLIC OFFERING

The Company made its public offer of equity shares by way of fresh issue of equity shares in accordance with Chapter IX of The SEBI (ICDR) Regulations, 2018 as amended, wherein 19,50,000 Equity Shares were offered through Initial Public Offer. The public offer was opened on 19th April 2024 and closed on 23rd April 2024 for all applicants. The 19,50,000 Equity Shares were offered at an offer price of ^ 93/- per Equity Share (including a share premium of ^ 52/- per equity Share). The shares were allotted on 24th April, 2024 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE Limited. The Equity shares of the Company were listed on BSE Limited under SME segment with effect from 26th April, 2024. The Company's IPO has received an overwhelming response

8. DETAILS OF UTILIZATION OF FUNDS AND STATEMENT OF DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations/ LODR') there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus, in respect of the Initial Public Offering of the Company.

9. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

10. DETAILS OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES & ITS PERFORMANCE AND FINANCIAL POSITION

As on March 31, 2024, the Company does not have any Subsidiaries, Associates and Joint venture companies.

11. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THERE FOR

The Company does not have Subsidiaries, Joint ventures companies or Associate companies during the year. Hence, it is not applicable to the company.

12. CONSOLIDATED FINANCIAL STATEMENT

The Company does not have any Subsidiary company, Associate Company and Joint Venture Company hence company is not required to prepare Consolidated Financial Statement.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

14. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Controls of the Company are adequate keeping in mind Company's business size and mode of operations. All process and safety measures are followed to protect from any financial or business loss, unauthorized use or disposition of its assets. All the transactions are properly regulated through proper channels to maintain control.

The Board has adopted policies and procedures to ensure orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The Board of Directors of the Company in their meeting held on 23rd December 2023 approved filing of draft Red Hearing Prospectus with BSE Limited on SME Segment.

The Board of Directors of the Company in their meeting held on 10th April 2024 approved filing of final Prospectus with BSE Limited on SME Segment.

The Board of Directors of the Company in their meeting held on 24th April 2024 Allotted Securities of 19,50,000 Equity Shares pursuant to Initial Public Offer made by the Company. Subsequently, the Company got listed on BSE SME Segment on 26th April 2024.

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Companies Act, 2013, is available on our website, at www.faalcon.in.

17. SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not provided any loans nor it has provided any guarantees under the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

19. PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES UNDER SECTION 188

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. The details of these transactions are part of Notes to Accounts and Form AOC - 2 attached to this report as Annexure B.

The Board of Directors of the Company has in place the policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This policy has been uploaded on the website of the Company at www.faalcon.in.

20. POLICIES

The Company is committed to adhere to the highest standards of ethical, social, moral and legal conduct of business operations. The different types of policies has been uploaded on the website of the Company at www.faalcon.in.

Board of Directors and Key Managerial Personnel:

A. Board Meeting

During the year under review, total 21 (Twenty One) Board Meetings were convened. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

B. General Meeting

Committees of the Board of Directors

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members. These Committees hold meetings at such frequencies as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

AUDIT COMMITTEE

STAKEHOLDER RELATIONSHIP COMMITTEE

NOMINATION AND REMUNERATION COMMITTEE

23. RETIRES BY ROTATION OF DIRECTORS

In pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Prithvi Seth Whole time director would retire by rotation at the 06th Annual General Meeting of the Company and being eligible for re-appointment. Mr. Prithvi Seth has offered himself for re-appointment.

24. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities due to non applicability.

25. FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

26. OTHER DISCLOSURES

The Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations, to the extent the transactions took place on those items during the year. The Directors further 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;

I. The Company has not bought back any of its securities during the year under review.

II. The Company has not issued any Sweat Equity Shares during the year under review.

III. The Company has not issued any Bonus Shares during the year under review.

IV. The Company has not provided any Stock Option Scheme to the employees.

V. There is no revision in the Board's report or the Financial Statements

27. GENERAL INFORMATION

There is no major change in the industry to which your company belongs. The overall view of the industry is positive. Your Board feels that the external environment and economic outlook is also encouraging. The Company has not inducted any strategic partner.

28. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against our Company under Insolvency and Bankruptcy Code, 2016 (IBC).

29. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION

The provisions relating to failure to implement any corporate action are not applicable to the company

30. KEY INITIATIVES WITH RESPECT TO STAKEHOLDER RELATIONSHIP, CUSTOMER RELATIONSHIP, ENVIRONMENT, SUSTAINABILITY, HEALTH AND SAFETY

The company has taken all possible effort in respect of Stakeholder relationship, Customer relationship, Environment, Sustainability, Health and Safety.

31. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No cases of child labor, forced labor, involuntary labour and discriminatory employment were reported in the financial year under review.

32. CORPORATE GOVERNANCE

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C which forms part of this report.

34. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013

Company has not any Company's Holding or Subsidiary company hence no Managing Director or Whole-Time Director of the Company was in receipt of any remuneration or commission from the Company's Holding or Subsidiary companies during the financial year.

35. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards read with requirement set out under Schedule III of the Companies Act, 2013 had been followed and there is no material departure from the same;

(ii) the directors had 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 as at March 31, 2024 and of the profit and loss of the company for that period;

(iii) the directors had 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 had prepared the annual accounts on a going concern basis; and

(v) 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.

36. DECLARATION BY INDEPENDENT DIRECTORS

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

37. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS

There is no revision of financial statement during the year. Hence, it is not applicable to our company.

38. FORMAL ANNUAL EVALUTION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Annual Evaluation of the performance of the Board, its committees, and of Individual Directors is carried out by the Board and Committees from time to time.

39. STATUTORY AUDITOR

M/s Sharma Sharma & Co, Chartered Accountants having Firm Regd. No. 009462N, Statutory Auditors of the Company having Firm Registration Number 009462N shall hold office until the conclusion of the Annual General Meeting to be held for the financial year 2023-24. Recommendations of the Audit Committee to the Board of Directors consider and approved that M/s Sharma Sharma & Co, Chartered Accountants having Firm Regd. No. 009462N, Statutory Auditors of the Company having Firm Registration Number 009462N, be appointed as the Statutory Auditors of the Company in the Annual General Meeting ("AGM") held on September 28, 2024, for a period of five years i.e, till the conclusion of the Annual General Meeting ("AGM") to be held in 2029

40. AUDITOR'S REPORT

There is no qualification or observation or adverse remark made by the Auditor in its Report. Moreover, notes on financial statement are self-explanatory and does not call for any further comment. Hence Board of Director is not required to give any comment under section 134(3) (f) of Companies Act 2013.

41. SECRETARIAL AUDIT

The company was Public Company during the Financial year 2023-24 whose paid up share capital does not exceed Rupees 50 crores and turnover is less than Rupees 250 crores, the provisions of Section 204 relating to Secretarial Audit are not applicable to the Company. However company wants to opt voluntary secretarial audit for the financial year 2023-24.

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s Kundan Kumar Mishra & Associates, Company Secretaries for conducting Secretarial Audit of the Company for the year ended 31st March 2024. Secretarial Audit Report issued by M/s Kundan Kumar Mishra & Associates, in Form MR-3 (Annexure D) forms part of this report. There is no qualifications, reservations or adverse remarks made by M/s Kundan Kumar Mishra & Associates, Secretarial Auditors of the Company in their Audit Report for the year under review.

42. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

43. CORPORATE SOCIAL RESPONSIBILITY

As on 31st March, 2024, the provisions prescribed under Section 135 of the Companies Act, 2013 in respect of CSR is not applicable to the Company. Hence, the Company has neither made any provision towards CSR nor have constituted the Corporate Social Responsibility (CSR) Committee.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-A".

45. WEBSITE OF THE COMPANY

Your Company maintains a website www.faalcon.in where detailed information of the Company and specified details in terms of the Companies Act, 2013.

46. ANNUAL RETURN

The Annual Return required under section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is applicable to the company as the company have website. The web link of such annual return is www.faalcon.in.

47. RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2 is annexed herewith as "Annexure-B".

48. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a review of the performance of the Company for the year under review, Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company is presented in a separate section forming part of this Annual Report as Annexure - E.

49. MAINTENANCE OF COST RECORD

The cost record is not applicable on the company during the year 2023-24.

50. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employees.

51. MATERIAL CHANGES AND COMMITMENTS

There is material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

The company shall do compliances in future related to above mentioned point as on director report date and thereafter material changes in the structure of the company.

52. ACKNOWLEDGMENTS

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Haryana, Government of Uttar Pradesh and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.