Directors Report of Brand Concepts Ltd.

Mar 31, 2025

The Board of Directors take pleasure in presenting the 18th Annual Report of Brand Concepts Limited (“The Company”) on the
business and operations of the Company, together with the Audited Financial Statements, prepared in compliance with Ind AS
Accounting Standards, for the year ended 31st March, 2025.

1. Financial Result:

The Audited Financial Statements for the Financial Year ended 31st March, 2025, forming part of this Annual Report, have
been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as “Ind AS”) prescribed under
Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.
Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements. Accordingly,
the Audited Financial Statements presented herein have been prepared after giving effect to the merger of IFF Overseas
Private Limited with Brand Concepts Limited, effective from 1st April, 2024 (Appointed Date), and represent the financial
position and performance of the merged entity. The Financial Performance of the Company is summarized in the table below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Net Sales / Income from:
1. Business Operation	29,191.88	29,014.93	29,191.88	29,014.93
2. Other Income	110.40	248.32	110.40	248.32
Profit after Depreciation and Interest	767.98	1,819.67	767.98	1,819.67
Less: Current Income Tax	123.82	552.43	123.82	552.43
Less: Previous Year adjustment of Income Tax	(22.09)	2.89	(22.09)	2.89
Less: Deferred Tax	50.20	14.50	50.20	14.50
Net Profit After Tax	523.33	1,212.67	523.33	1,212.67
Dividend (Including Interim if any and Final)	-	-	-	-
Earnings Per Share (Basic)	4.22	10.04	4.22	10.04
Earnings Per Share (Diluted)	4.13	9.80	4.13	9.80

Standalone:

The total revenue of the Company for the financial
year 2024-25 stood at H 293.02 crores as compared
to H 292.63 crores in the corresponding previous year,
registering a rise of approximately 0.13% over the
previous year. As a result, the Company has posted a net
profit of H 52.33 crores as compared to H 121.27 crores in
the corresponding previous year.

Consolidated:

The total consolidated revenue of the Company for
the financial year 2024-25 stood at H 293.02 crores as
compared to H 292.63 crores in the corresponding previous
year, registering a rise of approximately 0.13% over the
previous year. As a result, the Company has posted a
consolidated net profit of H 52.33 crores as compared to
H 121.27 crores in the corresponding previous year.

2. State of Company’s Affairs:

During the financial year 2024-25, your Company
continued to strengthen its market position in the travel
gear, backpack, and related accessories segment. Despite
a challenging economic environment and fluctuations

in consumer spending patterns, the Company achieved
steady revenue growth.

The decline in profitability, despite revenue growth, was
primarily due to higher operating costs, increased finance
costs, and significant capital deployment towards strategic
initiatives which includes addition in brands, investment in
setting up a manufacturing plant, enhanced brand building
activities, business expansion, product innovation, and
the merger-related integration costs, all of which have
impacted short-term profitability. However, these initiatives
are expected to create a stronger foundation and deliver
sustainable growth in the coming years.

Brand Concepts Limited remains committed to delivering
quality products, enhancing customer experience,
and pursuing strategic opportunities for growth, in
domestic markets.

3. Dividend:

During the year under review, the Board of Directors
has not recommended or declared any dividend for the
financial year ended 31st March, 2025. Further, no amount
was required to be transferred to the Investor Education

and Protection Fund in accordance with the provisions of
the Companies Act, 2013.

Nodal Officer

The Company has appointed Ms. Swati Gupta (Company
Secretary & Compliance Officer) as the Nodal Officer of
the Company for the purpose of coordination with the
Investor Education and Protection Fund Authority and
related compliances.

4. Transfer to Reserves

The Directors do not propose to transfer any amounts
to the general reserves of the Company, instead have
recommended to retain the entire profits for the financial
year ended 31st March, 2025 in the profit and loss account.

5. Changes in Share Capital of the Company

a) Authorised Share Capital

Pursuant to the Scheme of Merger of IFF Overseas
Private Limited with Brand Concepts Limited, sanctioned
by the Hon’ble National Company Law Tribunal (NCLT)
Indore Bench with appointed date from April 1, 2024,
the Authorised Share Capital of the Company stood
revised. Post-merger, the Authorised Share Capital of
the Company is 2,11,00,000 (Two Crores Eleven Lakhs)
Equity Shares of H10/- each, aggregating to H21,10,00,000
(Rupees Twenty-One Crores Ten Lakhs Only).

b) Issued, Subscribed and Paid-up Share Capital

During the year, the Company’s share capital was revised
from 1,11,328,000 on account of: -

1. Issue of Equity Shares under ESOP Scheme 2020 -

The Company allotted Equity Shares pursuant to the
exercise of stock options by employees under the
ESOP Scheme 2020. As on 26th June, 2024 issued
25,000 Equity Shares and as on 6th September,
2024 issued 60,000 Equity Shares.

2. Post Effect of Merger: - Pursuant to the Scheme
of Merger duly approved by the Hon’ble National
Company Law Tribunal (NCLT), the Share Capital of
the Company was further increased by 12,04,077
(Twelve Lakh Four Thousand Seventy-Seven) Equity
Shares in accordance with the share exchange ratio
specified under the approved scheme.

Consequent to the above, the Issued, Subscribed and
Paid-up Share Capital of the Company as on 31st March,

2025 stands at 1,24,21,877 (One Crore Twenty-Four Lakh
Twenty-One Thousand Eight Hundred Seventy-Seven)
Equity Shares of H10 each, aggregating to H12,42,18,770
(Rupees Twelve Crore Forty-Two Lakh Eighteen Thousand
Seven Hundred Seventy Only).

All necessary statutory filings and compliances in this
regard, including with the Registrar of Companies, have
been duly completed post-merger.

6. Details of Subsidiary, Joint Ventures &
Associates/ Consolidated Financial Statements:

The Company has one Associate Company named 7E
Wellness India Private Limited which was incorporated
on 26-03-2021 and became an associate company as on
20.10.2022 with two investors named 7E Wellness Inc.
with the stake of 51% & Brand Concepts Limited with
49% capital contribution. The Financial Statement of the
Company is prepared along with the Financial Statement
of 7E Wellness India Private Limited.

The turnover of associate company for the financial year
2024-25 is H 100.13 Lakhs as compared to previous year
2023-24 is H 54.91 Lakhs showing good increase and the
profit/(loss) before tax is H (66.55) Lakhs for the financial
year 2024-25 as compared to previous year loss 2023-24
is H (77.09) Lakhs. The Company is recovering well.

The consolidated financials of the Company and its
Associate have been prepared in the same form and
manner as mandated by Companies Act 2013 and shall
be laid before the forthcoming Annual General Meeting
of the Company. Further, there is no other company
which has ceased to become a Subsidiary/Joint Venture/
Associate Company during the year under review.

7. Directors & Key Managerial Personnel

The Board of Directors of the Company is having
optimum combination of Executive and Non-Executive
Directors. They show active participation at the board
and committee meetings, which enhances transparency
and adds value to their decision-making. The Board takes
the strategic decisions, frames the policy guidelines,
and extends wholehearted support to business heads
and associates.

As of 31st March 2025, the Board of the Company consists
of Seven (7) Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mrs.
Annapurna Maheshwari (DIN-00038346) is liable to retire by rotation and being eligible offers herself for reappointment as
director of the company. The composition and category of Directors as well as of KMPs are as follow:

Sr. no.	Name of Director	Designation	DIN
1	Mr. Prateek Maheshwari	Managing Director	00039340
2	Mr. Abhinav Kumar	Whole Time Director & CFO	06687880
3	Mrs. Annapurna Maheshwari	Non-Executive & Non-Independent Director	00038346
4	Mr. Narender Tulsidas Kabra	Independent Director	06851212
5	Mr. Kushagra P Toshniwal	Independent Director	07117429
6	Mr. Manish Saksena	Independent director	08014657
7	Mr. Govind Shrikhande	Independent Director	00029419
8	Ms. Swati Gupta	Company Secretary & Compliance Officer	-

The Directors on the Board have submitted a notice of
interest under section 184(1) i.e. in MBP 1, intimation u/s
164(2) i.e. in Form DIR 8, and declaration as to compliance
with the code of conduct of the Company. The brief resume
and other information of Mrs. Annapurna Maheshwari,
as required under regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and the Secretarial Standard on General Meetings
(SS-2), are given in the Notice of the ensuing Annual
General Meeting, which forms part of the Annual Report.

Mr. Prateek Maheshwari (Managing Director) Mr. Abhinav
Kumar (Whole Time Director & Chief Financial Officer)
and Ms. Swati Gupta (Company Secretary & Compliance
Officer) are the key managerial personnel of the Company.

During the year under review, there was no change in the
directors and key managerial personnel of the Company.

8. Declaration By Independent Directors

There were four Independent Directors on the Board of the
Company as on 31st March, 2025. The Company received
declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed
under Section 149 (6) of the Act and Regulation 16(1)(b)
& 25 of SEBI LODR Regulations.

The Independent Directors have also submitted a
declaration confirming that they have registered their
names in the databank of Independent Directors as being
maintained by the Indian Institute of Corporate Affairs
(IICA) in terms of Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the
Act along with the Code of Conduct for Directors and Senior
Management Personnel formulated by the Company as
per Listing Regulations. The directors further confirmed
that they have complied with the Code of Conduct as per
SEBI (Prohibition of Insider Trading) Regulations.

The Company has obtained declaration from all the
Independent Directors of the Company undertaking
that they do not have any pecuniary relationship or
transactions with the Company.

9. Company’s Policy on Appointment and
Remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel and
other Employees.

The Company has in place a ‘Policy on Nomination &
Remuneration for Directors, Key Managerial Personnel
(KMP) and Senior Management’, which, inter-alia, lays
down the criteria for identifying the persons who are
qualified to be appointed as Directors and/or Senior
Management Personnel of the Company, along with the
criteria for determination of remuneration of Directors,
KMPs, Senior Management and their evaluation and
includes other matters, as prescribed under the provisions
of Section 178 of the Companies Act, 2013 and Regulation
19 of SEBI LODR Regulations. The Remuneration paid
to the Directors is in line with the Remuneration Policy
of the Company.

The Nomination and Remuneration policy is available on
the website of the Company at www.brandconcepts.in

10. Number of Meetings of Board

Your Board meets at regular intervals to discuss and decide
on business strategies/policies and review the Company’s
financial performance. During the Financial Year 2024- 25,
5 (five) Board Meetings were held. The meetings were held
in accordance with the applicable provisions of the Act.
The details relating to Board Meetings and attendance of
Directors in each Board Meeting held during 2024-25 has
been separately provided in the Corporate Governance
Report. The interval between any two Board Meetings
was well within the maximum allowed gap of 120 days.
During the year, some of the businesses were considered
by the Board by passing resolutions by circulation.

11. Committees of the Board

The constitution of the Board Committees is in
acquiescence of provisions of the Act and the relevant
rules made thereunder and Listing Regulations of the
Company. The Board has constituted Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship Committee to deal with specific areas/
activities that need a closer review and to have an
appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of
directors at the meetings of all the above Committees has
been disclosed in the Corporate Governance Report.

There has been no instance where the Board has
not accepted any of the recommendations of the
Audit Committee.

12. Board Evaluation

The Nomination and Remuneration Committee of the
Company had approved a Nomination and Remuneration
policy containing the criteria for performance
evaluation, which was approved and adopted by the
Board of Directors.

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board
has carried out an annual performance evaluation of its
own performance, the performance of its committees,
and that of the individual Directors.

The evaluation process was conducted through a
structured questionnaire covering various aspects such
as the composition and structure of the Board and its
Committees, effectiveness of Board processes, information
flow, functioning, decision-making, and the performance
of individual Directors, including Independent Directors
and the Chairperson.

The performance evaluation of the Independent Directors
was carried out by the entire Board, excluding the Director
being evaluated. The Nomination and Remuneration
Committee also reviewed the performance of the Board,
its committees, and individual Directors. The feedback
from the evaluation was discussed at the Board
meeting and noted for further improvement and action,
wherever required.

The Board’s assessment was discussed with the full
Board evaluating, amongst other things, the full and
common understanding of the roles and responsibilities
of the Board, contribution towards development of
the strategy and ensuring robust and effective risk
management, understanding of the operational programs
being managed by the Company, receipt of regular
inputs, receipt of reports by the Board on financial
matters, budgets and operations services, timely receipt
of information with supporting papers, regular monitoring
and evaluation of progress towards strategic goals and
operational performance, number of Board meetings,
committee structures and functioning, etc.

The outcome of the evaluations conducted by the
Nomination and Remuneration Committee and the
Independent Directors at their respective meetings was
presented to the Board, for assessment and development
of plans/suggestive measures for addressing action
points that arise from the outcome of the evaluation. The
Directors expressed their satisfaction on the parameters
of evaluation, the implementation and compliance of the

evaluation exercise done and the results/outcome of the
evaluation process.

13. Meeting of Independent Directors &
Familiarization Programme

During the Financial Year under review, a separate Meeting
of the Independent Directors was held on 10-02-2025
without the attendance of Non-Independent Directors
and the Management of the Company. The Independent
Directors discussed and reviewed the performance of the
Non-Independent Directors and the Board as a whole,
and assessed the quality, quantity and timeliness of
flow of information between the Management and the
Board which is necessary for the Board to effectively and
reasonably perform its duties.

14. Directors Responsibility Statement

Pursuant to Section 134 of the Act, the Directors of the
Company, based on representation from the management
and after due enquiry, confirm that:

(i) in the preparation of the Annual Accounts for
the year ended 31st March, 2025, the applicable
accounting standards have been followed and there
are no material departures from the same.

(ii) they 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 state of affairs of the
Company as of 31st March, 2025 and of the profit of
the Company for the year ended on that day.

(iii) they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting frauds and other
irregularities.

(iv) the Annual Accounts for the year ended 31st March,
2025 have been prepared on a “going concern” basis.

(v) they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively throughout the financial year ended
31st March, 2025.

(vi) they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively throughout the financial year ended
31st March, 2025.

15. Risk Management

The Company has in place a robust Risk Management
framework to identify, evaluate, and manage various risks
associated with its business operations. This framework
is designed to ensure appropriate risk management

practices across all levels of the organisation, thereby
safeguarding the Company’s assets, reputation, and
stakeholders’ interests. The Policy of Risk Management is
not applicable to the Company as per the criteria specified
under SEBI (LODR) Regulations, 2015.

16. Internal Financial Control

As per Section 134(5)(e) of the Companies Act 2013, the
Company has an adequate system of internal control to
safeguard and protect from loss, unauthorized use, or
disposition of its assets. All the transactions are properly
authorized, recorded, and reported to the Management.
The Company is following all the applicable Accounting
Standards for properly maintaining the books of
accounts and reporting financial statements. The
internal control system is commensurate with its size
and scale of operations. Roles and responsibilities are
clearly defined and assigned. These controls ensure the
safeguarding of assets, reduction, and detection of fraud
and error, adequacy and completeness of the accounting
records, and timely preparation of reliable financial
information. Internal checks from time to time ensure that
responsibilities are executed effectively. The observations
and good practices suggested are thoroughly reviewed
by the Management and appropriately implemented for
strengthening the controls of various business processes.

17. Corporate Social Responsibility

In view of the Profit of the Company during immediately
preceding three financial years, the company is required to
undertake Corporate Social Responsibility (CSR) activities
during the year 2024-25 as per provisions of the section
135 of the Companies Act, 2013 and the rules as defined
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. As part of its initiatives under CSR, company
has undertaken to spend fund in the areas of promotion
of Education and Training Activities, Handicrafts, Skill
Development and Society Development activities.

The company was required to spend H20,72,943.00 based
on average qualifying net profits of the last three financial
years on CSR activities.

A brief outline of the CSR Policy of the company and the
initiatives taken by the Company on CSR activities during
the year are set out in “Annexure VI “of this report in the
format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. This policy is available
on the Company’s website at www.brandconcepts.in

18. Particulars of Contracts or Arrangements with
Related Parties

During the year under review, all the transactions entered
by the Company with related parties were in compliance
with the applicable provisions of the Act and the Listing
Regulations, details of which are annexed to this report as
“Annexure- I”. All related party transactions are entered
into only after receiving prior approval of the Audit

Committee. Further, in terms of the provisions of Section
188(1) of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014, all contracts’/
arrangements/ transactions entered by the Company
with its related parties, during the financial year under
review, were in ordinary course of business and on
arm’s length and not material as per the Related Party
Transaction policy.

In line with the requirements of the Act and the Listing
Regulations, the Company has also formulated a Policy
on dealing with Related Party Transactions (‘RPTs’) and
the same is available on the website of the Company at
www.brandconcepts.in

Further, the Company has not entered any contracts/
arrangements/transactions with related parties which
are material in nature in accordance with the Related
Party Transactions Policy of the Company nor any
transaction has any potential conflict with the interest of
the Company at large.

19. Particulars of Loans Guarantees & Investments

The company has not during the year under review
extended inter-corporate loans or have given any
guarantees or made any investments in any company.
However, the company is having the outstanding amount
as on 31st March, 2025 of H 185.18 Lakhs towards advance
against goods with its associate Company under review.

20. Particulars of Employees

The information required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
as amended from time to time in respect of Directors/
employees of the Company and a statement showing the
names and other particulars of the employees drawing
remuneration in excess of the limits set out in Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time
to- time forms part of this Board Report as “Annexure- IV”
to this report.

21. Disclosure of Ratio of remuneration of Directors
and Key Managerial Personnel etc.

As required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the statement of disclosure of remuneration and such other
details as prescribed therein is given in “Annexure- III”.

22. Conservation of Energy, Technology Absorption
& Foreign Exchange Earnings & Outgo

The particulars as prescribed under Section 134(3)(m) of
the Companies Act, 2013 read with Companies (Accounts
of Companies) Rules, 2014 are set out below.

(A) Conservation of Energy:

i) the steps taken or impact on conservation
of energy - NIL

ii) the steps taken by the company for utilising alternate
sources of energy; - NIL

iii) the capital investment on energy conservation
equipments - NIL

(B) Technology absorption, Adaption, and Innovation

(i) The efforts made towards technology
absorption; - NIL

(ii) The benefits derived like product improvement,
cost reduction, product development or import
substitution; - NIL

(iii) In case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year - NIL

a) the details of technology imported;

b) the year of import;

c) whether the technology been fully absorbed;

d) if not fully absorbed, areas where absorption has
not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and
Development - NIL

(C) Foreign exchange Earnings and Outgo:

The details of total foreign earnings and outgo
are as follows.

Earnings in Foreign Currency	Nil
Expenses in Foreign Currency	62,11,000
Value of Imports on C.I.F Value	27,97,61,000
Travelling Expenses	51,81,000
Royalty in foreign Currency	53,52,000

23. Auditors & Audit Reports

Statutory Auditors and Auditor''s Report

As per Section 139 of the Companies Act, 2013, read
with the Companies (Audit and Auditors) Rules, 2014,
the Members of the Company approved the appointment
of M/s. Fadnis Gupte & Co LLP, Chartered Accountants
(Firm’s Registration No.) as the Statutory Auditors of the
Company for a period of 5 (five) consecutive years to hold
office with effect from FY 2022-23 until the conclusion of
the 21st AGM of the Company to be held in the calendar
year 2027-28. The Company has received certificate from
the said auditors that they are not disqualified and are
eligible to hold the office as Auditors of the Company.

The Statutory Auditors have not made any adverse
comments or given any qualification, reservation or
adverse remarks or disclaimer in their Audit Reports on the
Financial Statements both standalone and consolidated
for the Financial Year 2024-25 and the Reports are self¬
explanatory. The said Auditors’ Reports for the Financial
Year ended March 31, 2025, on the Financial Statements
of the Company forms part of this Annual Report.

The Company has in place an adequate internal audit
framework to monitor the efficacy of the internal controls
with the objective of providing to the Audit Committee
and the Board of Directors, an independent, objective and
reasonable assurance on the adequacy and effectiveness
of the Company’s processes. The Internal Auditor reports
directly to the Chairman of the Audit Committee.

M/s B Mantri & Co, a Chartered Accountant Firm
(Registration No: 013559C) were appointed as the
Internal Auditors of the Company in accordance with
the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014 for 2024-25.

Secretarial Auditors & Audit Report

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board at its
meeting held on 06th September, 2025, had appointed
M/s. Manju Mundra & Co., Practicing Company Secretaries
as Secretarial Auditor of the Company for the financial
year 2024-25. The Secretarial Audit Report for 2024-25
in form MR 3 is annexed to this report as “Annexure-V”.

Pursuant to provisions of Regulation 24A of Listing
Regulations, the Company has undertaken an audit for
the 2024-25 for all applicable compliances as per SEBI
Rules, Regulations, Circulars, Notifications, Guidelines etc.
issued thereunder.

The Secretarial Audit Report and the Annual Secretarial
Compliance Report for the financial year ended 31st
March, 2025 are unmodified i.e. they do not contain any
qualification, reservation, or adverse remark.

Appointment of M/s Manju Mundra & Co, Practicing
Company Secretaries as Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI LODR Regulations’) vide SEBI Notification dated
12th December, 2024 and provisions of Section 204 of the
Companies Act, 2013 (‘Act’) and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Audit Committee and the Board of Directors
at their meetings held on 06th September, 2025 have
approved and recommended the appointment of M/s Manju
Mundra & Co., Peer Reviewed Firm of Company Secretaries in
Practice ( Firm Registration No.S2017503600) as Secretarial
Auditor of the Company to hold office for a period of 5 (Five)
consecutive financial years, from the conclusion of the 18th
Annual General Meeting to be held in the year 2025 until the
conclusion of the 23rd Annual General Meeting to be held in
the year 2030 subject to the approval of the shareholders at
the 18th Annual General Meeting.

The Company has not appointed the Cost Auditor as
pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit or maintenance
of cost records is not applicable to the Company.

24. Reporting of Frauds by Auditors

During the year under review, none of the auditors have
reported any instances of fraud committed against
the Company by its officers or employees to the Audit
Committee as required to be reported under Section 143
(12) of the Act.

25. Vigil Mechanism/ Whistle Blower Policy

The Company believes in promoting a culture of honesty,
transparency, and accountability. The Vigil Mechanism
ensures that adequate safeguards are provided against
victimisation of the whistle blower, who can raise concerns
through designated channels, including anonymous
reporting. All concerns reported under this mechanism are
investigated promptly and thoroughly, and appropriate
action is taken based on the investigation outcome.

In accordance with the provisions of Section 177(9) and
(10) of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a
Vigil Mechanism and adopted a Whistle Blower Policy
to provide a framework for directors and employees to
report genuine concerns or grievances regarding unethical
behaviour, actual or suspected fraud, or violation of the
Company’s Code of Conduct.

The Audit Committee of the Board oversees the functioning
of the vigil mechanism and reviews the findings, if any.
The Policy also provides access to the Chairperson of the
Audit Committee in exceptional cases.

The details of this Policy are explained in the Corporate
Governance Report which forms a part of this Annual
Report and also hosted on the website of the Company at
www.brandconcepts.in

There were no instances of reporting under vigil mechanism
during the financial year ended 31st March, 2025

26. Annual Return

Pursuant to the provisions of Section 134(3)(a) and
Section 92(3) of the Act, read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company in Form MGT-7
for financial year 2024-25 is available on the website of
the Company at www.brandconcepts.in

27. Deposits:

During the year under review, the Company has not
accepted any deposits from the public within the meaning
of Sections 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014. As the Company
has not accepted any deposit during the financial year
under review there is no non-compliance with the
requirements of Chapter V of the Act.

28. Corporate Governance

As per Regulation 34(3) read with Schedule V of the
Listing Regulations, a separate section on corporate
governance practices followed by the Company,
together with a certificate from M/s. Manju Mundra & Co.,
Practicing Company Secretaries confirming compliance
with the same has been disclosed under the Corporate
Governance Report section of this Annual Report.

A certificate of the Managing Director and Chief Financial
Officer of the Company in terms of Listing Regulations,
inter alia, confirming the correctness of the financial
statements and cash flow statements, adequacy of the
internal control measures and reporting of matters to the
Audit Committee, is also annexed.

29. Management Discussions & Analysis Report

The Management Discussion and Analysis Report in
compliance with Regulation 34(2)(e) of Listing Regulations
is provided in a separate section and forms an integral
part of this report.

30. Disclosure Regarding Issue of Employees Stock
Options under ESOP Plan 2020

The Company has framed Brand Concepts Employee
Stock Option, 2020 (“ESOP’20”) pursuant to the applicable
provisions of the Companies Act, 2013 and the rules
made thereunder and the SEBI (Share Based Employee
Benefits) Regulations, 2014 as approved by the members,
which helps the Company to retain and attract the right
talent. The Nomination and Remuneration Committee
monitors the Company’s ESOP Scheme.

During the year under review, 1,08,000 options have been
granted by our Company under the ESOP Scheme and
85,000 options has been exercised.

The disclosure pursuant to the provisions of Regulation
14 of the SEBI (Share Based Employee Benefits & Sweat
Equity) Regulations, 2021 read with SEBI Circular No.
CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015
and Section 62(1)(b) of the Companies Act, 2013 read
with Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 is given in “Annexure II” and
also disclosed on the website of the Company and can be

accessed at www.brandconcepts.in . The ESOP 2020 is in
compliance with applicable provisions of the Companies
Act, 2013, and SEBI (Share Based Employee Benefits &
Sweat Equity) Regulations, 2021.

31. Disclosure Under Sexual Harassment of
Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013

The Company has zero tolerance towards sexual
harassment at workplace and is committed to provide a
safe and secure working environment for all employees.

In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made
thereunder, the Company has constituted an Internal
Complaints Committee (ICC) to look into complaints, if
any, relating to sexual harassment.

The policy on prevention of sexual harassment at
workplace can be accessed through the website at www.
brandconcepts.in .

During the year under review, no cases were filed
under the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Sr.	Particulars	Remarks
no.
(a)	No. of complaints received during the year	Nil
(b)	No. of complaints disposed of during the year	Nil
(c)	No. of complaints pending as on 31st March, 2025	Nil

32. Compliance with Secretarial Standards on
Board Meetings and General Meetings

During the Financial Year 2024-25, the Company has
complied with all the relevant provisions of the applicable
mandatory Secretarial Standards i.e. SS-1 and SS-2,
relating to “Meetings of the Board of Directors” and
“General Meetings”, respectively issued by the Institute of
Company Secretaries of India, and notified by Ministry of
Corporate Affairs.

33. Code of Conduct for Prevention of Insider
Trading in Company’s Securities

In accordance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time, the Company has complied
and formulated a Code of Conduct for Prevention of Insider
Trading Policy, which prohibits trading in shares of the
Company by insiders while in possession of unpublished
price sensitive information in relation to the Company and
following link www.brandconcepts.in

The objective of this Code is to protect the interest of
Shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading

activity by way of dealing in securities of the Company
by its Designated Persons. Ms. Swati Gupta, Company
Secretary and Compliance Officer of the Company is
authorised to act as Compliance Officer under the Code.

The code is applicable to all directors, designated persons
and their immediate relatives and connected persons who
have access to unpublished price sensitive information.

Further, the Company has maintained a Structural Digital
Database (SDD) pursuant to provisions of regulations
3 (5) and (6) of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.

34. Human Resources and Industrial Relations

Your Company has been able to operate efficiently
because of the developing culture of professionalism,
integrity, dedication, commitment, and continuous
improvement shown by its employees in all functions and
areas of business. Our basic objective is to ensure that
a robust talent pipeline and a high-performance culture,
centered on accountability are in place. We feel this is
critical to enable us to retain our competitive edge.

Annexures forming part of the Director’s Report

The Annexures referred to in this Report and other
information which are required to be disclosed are
annexed herewith and form a part of this Report:

Particulars	Annexures
Related Party Transactions in AOC 2	I
Disclosure under regulation 14 of SEBI ESOP Regulations	II
Disclosure of Ratio of remuneration of Directors and Key Managerial Personal etc	III
Particulars of Top Ten Employees	IV
Secretarial Audit Report	V
Annual Report on CSR Activities	VI

35. General Disclosures

The Directors of the Company states that: -

1. No material changes and commitments affecting
the financial position of the Company have occurred
from the close of the financial year ended 31st
March, 2025 till the date of this report.

2. There was no change in the nature of business
of the Company during the financial year ended
31st March, 2025.

3. During the Financial Year under review no significant
or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern
status and Company’s operation in future.

4. During the financial year under review no disclosure
or reporting is required with respect to issue of
equity shares with differential rights as to dividend,
voting or otherwise, issue of Sweat equity shares
and Buyback of shares.

5. During the Financial Year under review, the Company
neither made any application nor any proceeding is
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016).

6. The Company serviced all the debts & financial
commitments as and when they became due with
the bankers or Financial Statements.

7. The Company does not have any holding company or
subsidiary company. Further, the Associate company
has not paid any commission/ remuneration to the
Managing Directors and Whole Time Directors
of the Company.

8. The details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof: Not applicable

9. The Company affirms that it has duly complied with
all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women
employees during the year.

10. Policy on determining material subsidiary policy
of the company is available on the website of the
company at www.brandconcepts.in.

Acknowledgement

The directors, place on records their sincere appreciation
for the continued co-operation and support extended to
the Company by all the stakeholders. The directors also
place on record sincere appreciation of the continued
hard work put in by the employees at all levels, amidst the
challenging time.

The Directors are thankful to the esteemed shareholders
for their support and the confidence reposed in the
Company and its management and thank the Company’s
vendors, investors, business associates, Central/State
Government and various departments and agencies for
their support and co-operation.

For and on behalf of Board of Director
For Brand Concepts Limited

Prateek Maheshwari Abhinav Kumar

Managing Director Whole Time Director

DIN: 00039340 DIN: 06687880

Date: 06th September, 2025
Place: Indore

---

Mar 31, 2024

The Directors hereby present their 17th Director''s Report on the business and operation of the Company together with the standalone & consolidated audited Financial Statements for the financial year ended 31st March 2024.

1. Financial Result:

The Financial Performance of the Company is summarized in the table below:

Particulars For the year ended	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Net Sales/Income from:-
1. Business Operation	25,062.22	16,321.63	25,062.22	16,321.63
2. Other Income	137.96	38.36	137.96	38.36
Profit after Depreciation and Interest	1,659.44	1,321.71	1,659.44	1,321.71
Less: Current Income Tax	(514.68)	(237.52)	(514.68)	(237.52)
Less: Previous Year adjustment of Income Tax	(72.91)	55.72	(72.91)	55.72
Less: Deferred Tax	24.00	(159.58)	24.00	(159.58)
Net Profit After Tax	1,095.85	1,003.85	1,087.85	977.54
Earnings Per Share (Basic)	10.07	9.60	10.00	9.36
Earnings Per Share (Diluted)	9.81	9.60	9.74	9.36

The total revenue of the company for the financial year 2023-24 has posted a gross income of Rs. 250.62 crores as compared to Rs. 163.21 crores in the corresponding previous year, registering a rise of approx. 53.56% as compared to the previous corresponding year. As a result, our company has posted a net profit of Rs. 10.95 crores as compared to Rs. 10.03 crores in the corresponding previous year.

2. State of Company''s Affairs and Prospects:

In the fiscal year that concluded on 31 March, 2024 there was a notable rebound in the demand for our products across the country. The company observed continued improvement in net sales trends, our business, financial condition, and operational outcomes considerably improved during the aforementioned period. The efforts of Company to expand its business network through the addition of new Stores and more online selling touchpoints, as well as the optimisation of its existing stores have contributed to the growth momentum. The improvement in overall activity levels supported by resilient consumption patterns has led to higher demand and increased revenue streams.

However, there is no material impact on the Company based on the preliminary estimates the Company does

not anticipate any major challenge in meeting the financial obligations on a long-term basis. However, the company’s preliminary efforts set back an example for achieving the highest turnover this financial year from the date of inception of the business. The Company has further planned several corrective measures viz. increasing volumes; improving productivity and ensuring overall operational efficiency.

3. Material Changes affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the company that occurred after the end of the financial year till the date of this report.

4. Changes in the Nature of Business

There are no material changes in the nature of business during the year.

5. Dividend:

During the year, the Cmpany paid the final dividend of Rs. 0.50 (5%) per equity share on 1,05,82,800 equity shares of Rs. 10/- each as approved by shareholder in the 16th Annual General Meeting for the financial year 2022-23.

7. Transfer to Reserves

For the financial year ended 31st March 2024, no amount has been proposed to carry to General Reserve. However, Rs 1095.85 lakhs have been taken to surplus in the Statement of profit and loss.

8. Change in Share Capital of the Company

During the year the company has issued 5,00,000 Equity Share through Preferential issue. Company has also issued 50000 equity shares (25000 shares issued on 21.09.2023 & 25000 shares issued on 26.02.2024) under ESOP-20 Scheme. However, as on 31st March 2024, the authorized share capital is Rs. 1500 lakhs, and the issued, subscribed, and paid-up equity share capital is Rs. 1113.28 lakhs.

9. Subsidiary, Associate, and joint Venture Companies:

The Company has one Associate Company named 7E Wellness India Private Limited which was incorporated on 26-03-2021 and became an associate company as on 20.10.2022 with two investors named 7E Wellness INC USA with the stake of 51% & Brand Concepts Limited with 49% capital contribution. The Financial Statement of the Company is prepared along with the Financial Statement of 7E Wellness India Private Limited.

The turnover of associate company for the financial year 2023-24 is Rs. 54.91 Lakhs (Previous year 19.96 Lakhs) showing good increase and the loss before tax is Rs. 77.09. Lakhs (previous year loss Rs. 61.47 Lakhs). The Company is recovering well.

10. Consolidated Financial Statement

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31st March, 2024 forms part of the Annual Report.

11. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year ended 31st March, 2024 within the meaning of sections 73 to 76 of the Companies Act, 2013. However, pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT -3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company is complying with the relevant provisions.

12. Loans, Guarantees, and Investment

The company has not extended inter-corporate loans and guarantees to any company. However, the company has forwarded Rs. 130.51 loan to its associate Company during the financial year under review.

13. Transactions with related parties

As specified under the provisions of section 188 of the Companies Act, 2013, the contracts and arrangements entered into with related parties were in the ordinary course of business and on an arm’s length basis. Further, during the year under review, no material related party transactions were entered into by the Company. All related party transactions are placed before the Audit Committee and approved through the Omnibus mode in accordance with the provisions of the Companies Act, 2013, and Listing Regulations for its approval. The Board has taken on record all transactions with related parties. Suitable disclosures as required are provided as per accounting standards which forms part of the notes to the financial statement. The policy on Related Party Transactions is uploaded on the Company’s website www.brandconcepts.in. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure-I” in Form AOC-2 and the same forms part of this report.

14. Employee Stock Option Plan ESOP-2020

The Company has framed Brand Concepts Employee Stock Option, 2020 (“ESOP’20”) pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder and the SEBI (Share Based Employee Benefits) Regulations, 2014 as approved by the members, which helps the Company to retain and attract the right talent. The Nomination and Remuneration Committee monitors the Company’s ESOP Scheme.

During the financial year, the company has granted 240000 options on 19-04-2023 to the eligible employee, who is Whole-Time Director & CFO of the company and 25000 Options each were exercised as on 21.09.2023 and 26-02-2024 by senior management person. The disclosure pursuant to the provisions of Regulation 14 of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 read with SEBI Circular No. CIR/CFD/ POLICY CELL/2/2015 dated 16th June 2015 and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is given in Annexure II and also disclosed on the website of the Company and can be accessed at http:// www.brandconcepts.in. The ESOP 2020 is in compliance with applicable provisions of the Companies Act, 2013, and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

15. Conservation of Energy, Technology, and Foreign Exchange Earnings and outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are set out below.

(A) Conservation of Energy:

The Company is engaged in trading activities so conservation of energy is not applicable to it.

(B) Technology absorption, Adaption, and Innovation

The Company has not imported any technology from Abroad. Innovation is a constant process and the Company has been engaged in improving product design, material cost, productivity, etc. as part of this process.

(C) Foreign exchange Earnings and Outgo:

The details of total foreign earnings and outgo are as follows.

Foreign Currency : Nil

Expenses in Foreign Currency : Nil

Value of Imports on C.I.F Value : Rs. 27,96,62,350

Travelling Expenses : Nil

Royalty in foreign Currency : Nil

16. Directors’ responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures.

b) 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 the financial year and of the profit of the Company for that period;

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

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

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

17. Directors and key managerial personnel

The Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances transparency and adds value to their decision-making. The Board takes the strategic decisions, frames the policy guidelines, and extends wholehearted support to business heads and associates.

As of 31st March 2024, the Board of the Company consists of Seven (7) Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mrs. Annapurna Maheshwari (DIN-00038346) is liable to retire by rotation and being eligible offers herself for reappointment as director of the company. The composition and category of Directors as well as of KMPs are as follow:

Sr. no.	Name of Director	Designation	DIN
1	Mr. Prateek Maheshwari	Managing Director	00039340
2	Mr. Abhinav Kumar	Whole Time Director & CFO	06687880
3	Mrs. Annapurna Maheshwari	Non-Executive Director	00038346
4	Mr. Narender Tulsidas Kabra	Independent Director	06851212
5	Mr. Kushagra P Toshniwal	Independent Director	07117429
6	Mr. Manish Saksena	Independent director	08014657
7	Mr. Govind Shrikhande	Independent Director	00029419
8	Ms. Swati Gupta	Legal Head & Company Secretary	-

The Directors on the Board have submitted a notice of interest under section 184(1) i.e. in MBP 1, intimation u/s 164(2) i.e. in Form DIR 8, and declaration as to compliance with the code of conduct of the Company. The brief resume and other information of Mrs. Annapurna Maheshwari, as required under regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), are given in the Notice of the ensuing Annual General Meeting, which forms part of the Annual Report.

Mr. Prateek Maheshwari, Managing Director, Mr. Abhinav Kumar, Whole Time Director & Chief Financial Officer and Ms. Swati Gupta, Legal Head and Company Secretary are the key managerial personnel of the Company. During the year under review, there was no change in the key managerial personnel of the Company.

18. Appointment of Directors and their Remuneration

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy, which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/ Senior Management Personnel of the Company and their remuneration. The Nomination and Remuneration Committee recommends appointment of Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee, in addition to ensure diversity, also considers the impact the appointee would have on Board’s balance of professional experience, background, view-points, skills and areas of expertise.

The Nomination and Remuneration Policy is uploaded on the website of the Company and the web link of the same is https://www.brandconcepts.in/pdf-filR/ corporate-governance/policies/Nomination-and-Remuneration-Policy.pdf

19. Annual Performance Evaluation of Board, Committees and Directors

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Independent Directors was carried out during the year.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information, and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the

individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, the performance of non-independent directors, and the performance of the Board as a whole was evaluated.

20. Familiarization Program for Independent Directors

Your Company has in place a Familiarization Program for Independent Directors to provide insights into the Company’s Business to enable them to contribute significantly to its success. The Senior Management made presentations to familiarize the Independent Directors with the strategic operations and functions of the Company. The details of the familiarization program of the independent directors are available on the website of the Company www.brandconcepts.in.

21. Declaration from Independent Directors

All the Independent Directors have given their declarations pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in the opinion of the Board, the Independent Directors meet the said criteria. All independent Directors registered themselves in the Data Bank of Independent Directors maintained by IICA and have qualified for the proficiency test within the stipulated period.

During the year under review, the Independent Directors duly met the terms and conditions pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

22. Meetings of the board and Composition of committees

The Directors of the Company met at regular intervals with the gap between two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board Matters. During the year under review, the Board of Directors met 8 (Eight) times on the following dates-

Sr. no.	Date of meeting	Board Strength	No. of directors'' present
1	19/04/2023	7	5
2	25/05/2023	7	6
3	16/06/2023	7	5
4	11/08/2023	7	4
5	28/09/2023	7	5
6	09/11/2023	7	7
7	08/02/2024	7	4
8	29/03/2024	7	5

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules made thereunder, the composition and meetings of the Audit Committee are in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, which forms part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

23. Extract of annual return

Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020 has notified that the Extract of Annual Return (in Form MGT 9) is not required to be enclosed with the Board Report, the Company is only required to disclose the web link in the Board Report where the annual return referred to in subsection (3) of section 92 is placed for the Financial Year ended 31st March 2024 & onwards. Accordingly, the web link for the company is www.brandconcepts.in for the annual return form MGT 7 for 2023-24.

24. Disclosure of Ratio of remuneration of Directors and Key Managerial Personnel etc.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-III.

25. Particulars of employees

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-IV, which is annexed hereto and forms part of the Board’s Report

The Company has no employees, who are in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum, and hence the Company is not required to give any information under Sub-rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of the top ten employees in terms of remuneration drawn by them is available on the website of the company www.brandconcepts.in”. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid Annexure-IV. This Annexure will be available on the website of the Company 21 days prior

to the date of the AGM. The information is also available for inspection by the Members at the Registered office of the company during business hours on all working days except Saturday, Sunday & Public Holidays up to the date of the AGM. Any member desirous of obtaining a copy of the said Annexure may write to the Company Secretary by email at [email protected].

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) forms part of this Annual Report.

27. Corporate Governance

Pursuant to Regulation 34 read with para C and E of Schedule V of SEBI (LODR) Regulations, 2015, Report on Corporate Governance and a certificate obtained from the Practising Company Secretary (Secretarial Auditor) regarding the compliance of conditions of Corporate Governance forms part of this Annual Report.

Pursuant to Regulation 34 read with para C Clause 10(i) of Schedule V of SEBI(LODR) Regulations, 2015 a certificate obtained from the Practising Company Secretary (Secretarial Auditor) related non- dis-qualification of Directors form part of this Annual Report.

28. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

29. Auditors and their Report

i. Statutory Auditors

M/s Fadnis & Gupte, LLP Chartered Accountants, Indore (ICAI Firm Registration No. 006600C) were the statutory auditors of the Company for the year ended 31st March 2024, who were appointed in the 16th Annual General Meeting held in the year 2023 for a term of 5 years that is upto 21st Annual General Meeting to be held in the year 2028.

ii. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Ms. Manju Mundra, Practising Company Secretary of Manju Mundra & Co., as Secretarial Auditors of the Company for the Financial Year 2023-24. The Secretarial Audit Report for FY 2023-24 is annexed herewith as Annexure “V”.

iii. Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)

Amendment Rules, 2014, the cost audit or maintenance of cost records are not applicable to the Company.

iv. Internal Auditors

The Company has M/s B Mantri & Co, a Chartered Accountant Firm (Registration No: 013559C) as Internal

Auditors to conduct an internal audit of the function and activities of the Company for the year 2023-24. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulates the scope, functioning, periodicity, and methodology for conducting the internal audit.

30. Statutory Auditor’s report and Secretarial Audit report

The Statutory Auditors report for the financial year ended 31st March 2024 is self-explanatory and does not contain any qualification, reservation, or adverse remark. No fraud u/s 143(12) was reported by the auditor. The Secretarial Auditors report for the financial year ended 31st March 2024 does not contain any qualification, reservation, or adverse remark. The observations made by secretarial auditors are being taken care of by the management.

31. Internal Control System and their Adequacy

As per Section 134(5)(e) of the Companies Act 2013, the Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are properly authorized, recorded, and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal control system is commensurate with its size and scale of operations. Roles and responsibilities are clearly defined and assigned. These controls ensure the safeguarding of assets, reduction, and detection of fraud and error, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. Internal checks from time to time ensure that responsibilities are executed effectively. The observations and good practices suggested are thoroughly reviewed by the Management and appropriately implemented for strengthening the controls of various business processes.

32. Risk management and analysis

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to Key business objectives. The Company’s internal control system has reviewed its expense and overall working capital cycle of the company to overcome the complexity and the challenges that the company may face due to any situation. Major risks identified by the Board and systematic steps taken to mitigate on a continuous basis.

33. Vigil Mechanism/Whistle Blower Policy

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes formulation of the Whistle Blower Policy to bring to the Company’s attention, instances of unethical behaviour, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company’s operations, business performance and/or reputation. No employee is denied access to the Vigilance Officer as well as Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is https:// http:// www.brandconcepts.in.

34. Material Orders of Court, Tribunal, etc.

As required under section 134(q) of the Companies Act, 2013 there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the company’s operations in the future.

35. Provisions of Sexual Harassment of Women

The provisions/requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and the Rules made thereunder are being followed by the Company and the company is providing the proper environment for working to all employees and has proper internal control Mechanism for prevention, prohibition and redressal of sexual harassment at workplace. The Company has complied with the provisions of the constitution of the Internal Complaints Committee under the Act. There were no cases/complaints filed under this Act during the year.

36. Corporate Social Responsibility

In view of the Profit of the Company during immediately preceding three Financial year, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2023-24 as per provisions of the section 135 of the Companies Act, 2013 and the rules as defined in the Companies (Corporate Social Responsibility Policy) Rules, 2014. As part of its initiatives under CSR, company has undertaken to spend fund in the areas of promotion of Education and Training Activities, Handicrafts, Skill Development and Society Development activities.

The company was required to spend Rs. 3.96 Lacs based on average qualifying net profits of the last three financial years on CSR activities

A brief outline of the CSR Policy of the company and the initiatives taken by the Company on CSR activities during

the year are set out in Annexure VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on the Company’s website at www.brandconcepts.in.

37. Other Disclosures

a) The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company and is available on the website of the Company at www.brandconcepts.in.

b) The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as revised, with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price-sensitive information and the code of conduct for the prevention of insider trading is available on the website of the Company at www.brandconcepts.in.

c) Policy on determining material subsidiary of the Company is available on the website of the Company at www.brandconcepts.in.

d) The Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

e) The company has not made any settlement and no loan has been taken from any bank or financial institution.

38. Cautionary Note:

Certain statements in the “Management Discussion and Analysis” section may be forward-looking and are stated as required by the applicable laws and regulations. Many factors may affect the actual results, which could be

different from what the directors envisage in terms of future performance and outlook.Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting the selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in the future on the basis of subsequent developments, information, or events.

Annexures forming part of the Board''s report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure	Particulars
I	Related Party Transactions in AOC 2
II	Disclosure under regulation 14 of SEBI ESOP Regulations
III	Disclosure of Ratio of remuneration of Directors and Key Managerial Personal etc.
IV	Particulars of Top Ten Employees
V	Secretarial Audit Report
VI	Annual Report on CSR Activities

39. Human Resources and Industrial Relations:

Your Company has been able to operate efficiently because of the developing culture of professionalism, integrity, dedication, commitment, and continuous improvement shown by its employees in all functions and areas of business. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered on accountability are in place. We feel this is critical to enable us to retain our competitive edge.

40. Appreciation:

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, consultants, Auditors, bankers and other authorities.

The Directors also thank the Central Government of India and concerned Government Departments/Agencies for their cooperation. The directors appreciate and value the contributions made by every member of the company.

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Mar 31, 2023

The Directors hereby present their 16^th Director’s Report on the business and operation of the Company together with the standalone & consolidated audited Financial Statements for the financial year ended 31^st March 2023

1. Financial Result:

The Financial Performance of the Company is summarized in the table below:				In Rs.Lacs
Particulars For the year ended	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Net Sales/Income from:- 1. Business Operation 2. Other Income Profit after Depreciation and Interest Less: Current Income Tax Less: Previous Year adjustment of Income Tax Less: Deferred Tax Net Profit After Tax Dividend (Including Interim if any and Final) Earnings Per Share (Basic) Earnings Per Share (Diluted)	16,321.63 38.36 1,321.69 (237.52) 55.72 (159.58) 1,003.83 9.60 9.60	8,616.68 60.64 104.77 (17.19) 17.19 (28.69) 76.08 0.66 0.66	16,321.63 38.36 1,321.69 (237.52) 55.72 (159.58) 1,003.83 9.36 9.36	8,616.68 60.63 104.77 (17.19) 17.19 (28.69) 76.08 0.54 0.54

The total revenue of the company for the financial year 2022-23 has posted a gross income of Rs. 163.21 crores as compared to Rs. 86.16 crores in the corresponding previous year, registering a rise of approx. 89.43% as compared to the previous corresponding year. As a result, our company has posted a net profit of Rs. 10.03 crores as compared to Rs. 0.76 crores in the corresponding previous year. This is the very remarkable year for the future growth of the Company in overall capacity building.

2. State of Company’s Affairs and Prospects:

In the fiscal year that concluded on 31 March, 2023 there was a notable rebound in the demand for our products across the country. The company observed a continued improvement in net sales trends, our business, financial condition, and operational outcomes considerably improved during the aforementioned period. The efforts of Company to expand its business network through the addition of new Stores and more online selling touchpoints, as well as the optimisation of its existing stores have contributed to the growth momentum. The improvement in overall activity levels supported by resilient consumption patterns has led to higher demand and increased revenue streams.

However, there is no material impact on the Company based on the preliminary estimates the Company does not anticipate any major challenge in meeting the financial obligations on a long-term basis. However, the company’s preliminary efforts set back an example for achieving the highest turnover this financial year from the date of inception of the business. The Company has further planned several corrective measures viz. increasing volumes; improving productivity and ensuring overall operational efficiency.

3. Material Changes affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the company that occurred after the end of the financial year till the date of this report.

4. Changes in the Nature of Business

There are no material changes in the nature of business during the year.

5. Dividend:

After considering the Company’s profitability, cash flow and overall financial performance, the Board of Directors of the Company had declared an interim dividend of Rs.0.50 per equity share (i.e. 5%) on 20-03-2023 which has already been paid. Now The Board of Directors of the company has already recommended final dividend of Rs. 0.50 per equity share of Rs. 10/- each (i.e. 5%) on 1,05,82,800 equity shares subject to shareholder’s approval in the forthcoming Annual General Meeting for the financial year ended

31^st March, 2023. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy is framed by the Company.

6. Transfer to Reserves

For the financial year ended 31^st March, 2023, no amount has been proposed to carry to General Reserve. However, Rs. 1,003.85 lakhs have been taken to surplus in the Statement of profit and loss.

7. Change in Share Capital of the Company

During the year under review, there is no change in the authorized, issued, subscribed, and paid-up equity share capital of the Company. As on 31^st March 2023, the authorized share capital is Rs. 1500 lakhs, and the issued, subscribed, and paid-up equity share capital is Rs. 1058.28 lakhs.

Preferential offer- However after the close of the financial year the Company has taken approval of members for preferential offer of 500000 Equity Shares @ Rs. 309.21 per share aggregating to Rs. 15,46,05,000 on preferential allotment basis and opened the offer for that purpose as on the date of this report. This will result change in paid up capital after the allotment.

8. Change in the Registered Office of the Company

During the year under review the company had made application to Regional Director, Western Region for shifting of Registered Office of Company from the State of Maharashtra, within the jurisdiction of ROC Mumbai to the State of Madhya Pradesh. The Regional Director, Western Region being satisfied, vide its order dated 9^th May 2023 bearing Ref no. RD/section 13/SRN AA1293025/604 allowed the application for shifting of Registered Office of the Company from the State of Maharashtra, within the jurisdiction of ROC Mumbai to the State of Madhya Pradesh. Thereafter pursuant to filing of form INC-22 of MCA V3 portal the Registered Office of the Company is shifted from the State of Maharashtra at Lotus Star, Plot No. D-5, Road No. 20, Marol MIDC, Andheri East Mumbai, MH 400093 IN to the State of Madhya Pradesh at 140/2/2 Musakhedi Square Indore G.P.O. MP 452001 with effect from the ROC Certificate dated 30-6-2023.

9. Subsidiary, Associate, and joint Venture Companies:

The Company has one Associate Company named 7E Wellness India Private Limited which was incorporated on 26-03-2021 and became an associate company as there is more capital infusion from another investor named 7E Wellness INC USA with the stake of 51% & Brand Concepts Limited with 49% capital contribution. The Financial Statement of the Company is prepared along with the Financial Statement of 7E Wellness India Private Limited.

The turnover of associate company for the financial year 2022-23 is Rs. 19.96 Lakhs (Previous year 1.57 Lakhs) showing good increase and the loss before tax is Rs. 61.47 Lakhs (previous year loss Rs. 35.99 Lakhs). The Company is recovering well.

10. Consolidated Financial Statement

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31^st March, 2023 forms part of the Annual Report.

11. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year ended 31^st March, 2023 within the meaning of sections 73 to 76 of the Companies Act, 2013. However, pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22^nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT -3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company is complying with the relevant provisions.

12. Loans, Guarantees, and Investment

The company has not extended inter-corporate loans and guarantees to any company. However, on October 20, 2022, a second infusion of Rs. 23,35,000 was made as the investment in 7E Wellness India Private Limited, associate company. The details of this transaction have been disclosed in the financial statement hence not repeated herein for the sake of brevity. The company has not forwarded any loan to its associate Company during the financial year under review.

13. Transactions with related parties

As specified under the provisions of section 188 of the Companies Act, 2013, the contracts and arrangements entered into with related parties were in the ordinary course of business and on an arm’s length basis. Further, during the year under review, no material related party transactions were entered into by the Company. All related party transactions are placed before the Audit Committee and approved through the Omnibus mode in accordance with the provisions of the Companies Act, 2013, and Listing Regulations for its approval. The Board has taken on record all transactions with related parties. Suitable disclosures as required are provided as per accounting standards which forms part of the notes to the financial statement. The policy on Related Party Transactions is uploaded on the Company’s website www.brandconcepts.in. Information

on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure-I” in Form AOC-2 and the same forms part of this report.

14. Employee Stock Option Plan ESOP-2020

The Company has framed Brand Concepts Employee Stock Option, 2020 (“ESOP’20”) pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder and the SEBI (Share Based Employee Benefits) Regulations, 2014 as approved by the members, which helps the Company to retain and attract the right talent. The Nomination and Remuneration Committee monitors the Company’s ESOP Scheme.

After the closing of the financial year, the company has granted 240000 options on 19-04-2023 to the eligible employee, who is whole-Time Director & CFO of the company and 25000 Options were excercised on 2607-2023 by senior management person. The disclosure pursuant to the provisions of Regulation 14 of the SEBI (Share Based Employee Benefits& Sweat Equity) Regulations, 2021 read with SEBI Circular No. CIR/CFD/ POLICY CELL/2/2015 dated 16^th June 2015 and Section 62(1 )(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is given in Annexure II and also disclosed on the website of the Company and can be accessed at http://www.brandconcepts.in. The ESOP 2020 is in compliance with applicable provisions of the Companies Act, 2013, and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

15. Conservation of Energy, Technology, and Foreign Exchange Earnings and outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are set out below.

(A) Conservation of Energy:

The Company is engaged in trading activities so conservation of energy is not applicable to it.

(B) Technology absorption, Adaption, and Innovation

The Company has not imported any technology from Abroad. Innovation is a constant process and the Company has been engaged in improving product design, material cost, productivity, etc. as part of this process.

(C) Foreign exchange Earnings and Outgo:

The details of total foreign earnings and outgo are as follows.

Earnings in Foreign Currency : Nil Expenses in Foreign Currency : Nil

Value of Imports on C.I.F Value : Rs. 14,01,55,402 Travelling Expenses : Nil

Royalty in foreign Currency : Nil

16. Directors’ responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures.

b) 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 the financial year and of the profit of the Company for that period;

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

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

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

17. Directors and key managerial personnel

The Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances transparency and adds value to their decision-making. The Board takes the strategic decisions, frames the policy guidelines, and extends wholehearted support to business heads and associates.

As of 31^st March 2023, the Board of the Company consists of Seven (7) Directors. Mr. Govind Shrikhande (DIN: 00029419) and Mr. Narendra Kabra (DIN: 06851212) have joined as Non-Executive Independent Directors of the Company during the year. Mr. Manish Saksena (DIN: 08014657) and Mr. Kushagra P Toshniwal (DIN: 07117429) were reappointed as Independent Directors for the second term of 5 consecutive years during the year. Mr. Prateek Maheshwari (DIN: 00039340) was reappointed as Managing

Director and Mr. Abhinav Kumar (DIN: 06687880) was reappointed as, Executive Director and Chief Financial Officer respectively during the year.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mrs. Annapurna Maheshwari (DIN-00038346) is liable to retire by rotation and being eligible offers herself for reappointment as director of the company. The composition and category of Directors as well as of KMPs are as follow:

Sr. no.	Name of Director	Designation	DIN
1	Mr. Prateek Maheshwari	Managing Director	00039340
2	Mr. Abhinav Kumar	Executive Director & CFO	06687880
3	Mrs. Annapurna Maheshwari	Non-Executive Director	00038346
4	Mr. Narender Tulsidas Kabra	Independent Director	06851212
5	Mr. Kushagra P Toshniwal	Independent Director	07117429
6	Mr. Manish Saksena	Independent director	08014657
7	Mr. Govind Shrikhande	Independent Director	00029419
8	Ms. Swati Gupta	Legal Head & Company Secretary	-

The Directors on the Board have submitted a notice of interest under section 184(1) i.e. in MBP 1, intimation u/s 164(2) i.e. in Form DIR 8, and declaration as to compliance with the code of conduct of the Company. The brief resume and other information of Mrs. Annapurna Maheshwari, as required under regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), are given in the Notice of the ensuing Annual General Meeting, which forms part of the Annual Report.

Mr. Prateek Maheshwari, Managing Director, Mr. Abhinav Kumar, Executive Director and Chief Financial Officer and Ms. Swati Gupta, Company Secretary and Compliance Officer are the key managerial personnel of the Company. During the year under review, there was no change in the key managerial personnel of the Company.

18. Appointment of Directors and their Remuneration

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy, which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company and their remuneration. The Nomination and Remuneration Committee recommends appointment of Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee, in addition to ensure diversity, also considers the impact the appointee would have on Board’s balance of professional experience, background, view-points, skills and areas of expertise.

The Nomination and Remuneration Policy is uploaded on the website of the Company and the web link of the same is https://www.brandconcepts.in/wp-content/uploads/2022/07/ Nomination-and-Remuneration-Policy.pdf

19. Annual Performance Evaluation of Board, Committees and Directors

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Independent Directors was carried out during the year.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information, and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, the performance of non-independent directors, and the performance of the Board as a whole was evaluated.

20. Familiarization Program for Independent Directors

Your Company has in place a Familiarization Program for Independent Directors to provide insights into the Company’s Business to enable them to contribute significantly to its success. The Senior Management made presentations to familiarize the Independent Directors with the strategic operations and functions of the Company. The details of the familiarization program of the independent directors are available on the website of the Company www. brandconcepts.in .

21. Declaration from Independent Directors

All the Independent Directors have given their declarations pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in the opinion of the Board, the Independent Directors meet the said criteria. All independent Directors registered themselves in the Data Bank of Independent Directors maintained by IICA and have qualified for the proficiency test within the stipulated period.

During the year under review, the Independent Directors duly met the terms and conditions pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

22. Meetings of the board and Composition of committees

The Directors of the Company met at regular intervals with the gap between two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board Matters. During the year under review, the Board of Directors met 9 (Nine) times on the following dates-

Sr. no.	Date of meeting	Board Strength	No. of directors present
1	04/04/2022	7	4
2	25/05/2022	7	5
3	29/07/2022	7	5
4	03/09/2022	7	4
5	10/11/2022	7	5
6	25/11/2022	7	4
7	09/01/2023	7	5
8	03/02/2023	7	5
9	20/03/2023	7	4

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules made thereunder, the composition and meetings of the Audit Committee are in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, which forms part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

23. Extract of annual return

Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020 has notified that the Extract of Annual Return (in Form MGT 9) is not required to be enclosed with the Board Report, the Company is only required to disclose the web link in the Board Report where the annual return referred to in subsection (3) of section 92 is placed for the Financial Year ended 31^stMarch 2023 & onwards. Accordingly, the web link for the company is www.brandconcepts.in for the annual return form MGT 7 for 2022-23.

24. Disclosure of Ratio of remuneration of Directors and Key Managerial Personnel etc.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-III.

25. Particulars of employees

The Company has no employees, who are in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum, and hence the Company is not required to give any information under Sub-rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of the top ten employees in terms of remuneration drawn by them is available on the website of the company www.brandconcepts.in”. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid Annexure-IV. This Annexure will be available on the website of the Company 21 days prior to the date of the AGM. The information is also available for inspection by the Members at the Registered office of the company during business hours on all working days except Saturday, Sunday & Public Holidays up to the date of the

AGM. Any member desirous of obtaining a copy of the said Annexure may write to the Company Secretary by email at [email protected].

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) forms part of this Annual Report.

27. Corporate Governance

Pursuant to Regulation 34 read with para C and E of Schedule V of SEBI (LODR) Regulations, 2015, Report on Corporate Governance and a certificate obtained from the Practising Company Secretary (Secretarial Auditor) regarding the compliance of conditions of Corporate Governance forms part of this Annual Report.

Pursuant to Regulation 34 read with para C Clause 10(i) of Schedule V of SEBI(LODR) Regulations, 2015 a certificate obtained from the Practising Company Secretary (Secretarial Auditor) related non- dis-qualification of Directors form part of this Annual Report.

28. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

29. Auditors and their Report

i. Statutory Auditors

M/s Maheshwari & Gupta, Chartered Accountants, Indore (ICAI Firm Registration No. 006179C) are the statutory auditors of the Company for the year ended 31^st March 2023, who were appointed in the Annual General Meeting held in the year 2018 for a term of 5 years that is upto Annual General Meeting to be held in the year 2023. Accordingly the board has recommended M/s Fadnis & Gupte LLP, Chartered Accountants, Indore (ICAI Firm Registration No. 006600C/ C400324) as statutory auditors of the Company for the consecutive period of five years until the conclusion of Annual General Meeting of the Company to be held in the year 2028, therefore a resolution for appointment of auditor is being proposed in the Annual General Meeting. The appointment of a statutory auditor is as per the provisions of Section 139 of the Companies Act, 2013.

ii. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Ms. Manju Mundra, Practising Company

Secretary of Manju Mundra & Co., as Secretarial Auditors of the Company for the Financial Year 202223. The Secretarial Audit Report for FY 2022-23 is annexed herewith as Annexure “V”.

iii. Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit or maintenance of cost records are not applicable to the Company.

iv. Internal Auditors

The Company has M/s B Mantri & Co, a Chartered Accountant Firm (Registration No: 013559C) as Internal Auditors to conduct an internal audit of the function and activities of the Company for the year 2022-23. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulates the scope, functioning, periodicity, and methodology for conducting the internal audit.

30. Statutory Auditor’s report and secretarial audit report

The Statutory Auditors report for the financial year ended 31^st March 2023 is self-explanatory and does not contain any qualification, reservation, or adverse remark. No fraud u/s 143(12) was reported by the auditor.

The Secretarial Auditors report for the financial year ended 31^st March 2023 does not contain any qualification, reservation, or adverse remark. The observations made by secretarial auditors are being taken care of by the management.

31. Internal Control System and their Adequacy

As per Section 134(5)(e) of the Companies Act 2013, the Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are properly authorized, recorded, and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal control system is commensurate with its size and scale of operations. Roles and responsibilities are clearly defined and assigned. These controls ensure the safeguarding of assets, reduction, and detection of fraud and error, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. Internal checks from time to time ensure that responsibilities are executed effectively. The observations and good practices suggested are thoroughly reviewed by the Management and appropriately implemented for strengthening the controls of

various business processes.

32. Risk management and analysis

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to Key business objectives. The Company’s internal control system has reviewed its expense and overall working capital cycle of the company to overcome the complexity and the challenges that the company mayf ace due to any situation. Major risks identified by the Board and systematic steps taken to mitigate on a continuous basis.

33. Vigil Mechanism/Whistle Blower Policy

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes formulation of the Whistle Blower Policy to bring to the Company’s attention, instances of unethical behaviour, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company’s operations, business performance and/ or reputation. No employee is denied access to the Vigilance Officer as well as Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is http://www.brandconcepts.in.

34. Material Orders of Court, Tribunal, etc.

As required under section 134(q) of the Companies Act, 2013 there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the company’s operations in the future.

35. Provisions of Sexual Harassment of Women

The provisions/requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and the Rules made thereunder are being followed by the Company and the company is providing the proper environment for working to all employees and has proper internal control Mechanism for prevention, prohibition and redressal of sexual harassment at workplace. The Company has complied with the provisions of the constitution of the Internal Complaints Committee under the Act. There were no cases/complaints filed under this Act during the year.

36. Corporate Social Responsibility

As per the provisions of section 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR) is not

applicable to the Company for the year 2022-23. However it became applicable for the financial year 2023-24 due to increase in net profit in excess of limits prescribed for the year ended 31^st March 2023 i.e. immediately preceding financial year. However, the requirement of constitution of Corporate Social Responsibility Committee is not applicable to the company during this year. The company is in process of complying with the provisions related to CSR.

37. Other Disclosures

a) The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company and is available on the website of the Company at www.brandconcepts.in.

b) The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulation, 2015 as revised, with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price-sensitive information and the code of conduct for the prevention of insider trading is available on the website of the Company at www.brandconcepts.in.

c) Policy on determining material subsidiary of the Company is available on the website of the Company at www.brandconcepts.in.

d) The Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

e) The company has not made any settlement and no loan has been taken from any bank or financial institution.

38. Cautionary Note:

Certain statements in the “Management Discussion and Analysis” section may be forward-looking and are stated as required by the applicable laws and regulations. Many factors may affect the actual results, which could be different from what the directors envisage in terms of future performance and outlook.Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting the selling prices of finished goods, availability of inputs and their prices, changes in the

Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in the future on the basis of subsequent developments, information, or events.

Annexures forming part of the Board’s report

Annexure	5 Particula rs
a part of th|s Report:	Related Party Transactions in AOC 2
II	Disclosure under regulation 14 of SEBI ESOP Regulations
III	Disclosure of Ratio of remuneration of Directors and Key Managerial Personnel etc.
IV	Particulars of Top Ten Employees
V	Secretarial Audit Report

39. Human Resources and Industrial Relations:

Your Company has been able to operate efficiently because of the developing culture of professionalism, integrity, dedication, commitment, and continuous improvement shown by its employees in all functions and areas of business. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered on accountability are in place. We feel this is critical to enable us to retain our competitive edge.

40. Appreciation:

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, consultants, Auditors, bankers and other authorities.

The Directors also thank the Central Government of India and concerned Government Departments/Agencies for their cooperation. The directors appreciate and value the contributions made by every member of the company.

---

Mar 31, 2018

The Directors hereby presents their 11th Director’s Report on the business and operation of the Company together with the audited Financial Statements for the financial year ended 31st March 2018.

1 Financial Result:

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder:

In Rs.

Particulars For the year ended	2017-18	2016-17
Net Sales/Income from:-
1. Business Operation	683,674,025	623,531,396
2. Other Income	2,086,432	2,366,793
Profit after Depreciation and Interest	30,317,180	22,375,243
Less: Current income Tax	3,395,650	553,000
Less: Previous year adjustment of Income Tax	(42,650)	-
Less: Deferred Tax	4,494,149	7,450,868
Net Profit After Tax	22,470,031	14,371,375
Dividend (Including Interim if any and Final)	-	-
Earnings Per Share (Basic)	2.83	2.05
Earnings Per Share (Diluted)	2.83	2.05

The Company continues to see marginal growth in its overall performance in the financial year 2017-18 driven by the performance of the segment in which the Company operates. Your directors are glad to report that during the year under review, your company has posted higher gross income of Rs. 68.37 crores as compared to Rs. 62.35 crores in the corresponding previous year, registering a growth of approx. 10% as compared to previous corresponding year. As a result, your company has posted much better net profit of Rs. 2.24 crores as compared to Rs. 1.43 crores in the corresponding previous year registering healthy growth of approx. 56%. Your directors believe that improved financial results are directly attributable to several corrective measures viz. increasing volumes; improve productivity and ensuring overall operational efficiency at different stages and savings in cost.

2. State of Company’s Affairs and Prospects:

The Company continued its efforts to strengthen its marketing strategy, efforts and relationship with customers during the year. The Company has expanded its business by joining hands with Ministry of Home Affairs in the financial year 2017-18 via Central Police Canteen which is being created as a measure of welfare for the serving and retired CAPFs (BSF, CRPF, ITBP, SSB and Assam Riffles) personnel. As of now they have 119 Master Canteen which act as Distribution Centre and 1625 Subsidiary Canteen which sell products to troops and families with the outlook that in coming financial years it will be a major business contributor for the company The Company has added and continuing to add more Point of Sales to market its product through Dealers, Distributorship, Franchisee, Online Partners & Company Owned Stores. Company is also targeting to take the license of more reputed Brands of Fashion Industry in the coming years. It is expected that the economy in general will improve in coming financial year. At the same time Company also resuming the business with the Old Customers. The Company has planned several corrective measures viz. increasing volumes; improve productivity and ensuring overall operational efficiency.

3 Material Changes and Nature of business

There was no material changes affecting the financial position of the company occurred after the end of the financial year till the date of this report. There is no change in the nature of business.

4. Dividend:

Your directors did not recommend any dividend for the financial year 2017-18 and ploughed back the funds in the business. Since there was no unpaid/unclaimed Dividend on the books till date, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

5. Subsidiary, Associate and joint Venture Companies:

The Company has no subsidiary, associate or joint venture company.

6. Directors’ responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b) they 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 the financial year and of the profit of the Company for that period;

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

d) they have prepared the annual accounts on a going concern basis;

e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year ended 31st March, 2018.

8. Conservation of Energy, Technology and Foreign Exchange Earnings and outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are set out below.

(A) Conservation of Energy:

The Company is engaged in trading activities so conservation of energy is not applicable to it.

(B) Technology absorption, Adaption and Innovation

The Company has not imported any technology from Abroad. Innovation is a constant process and the Company has been engaged in improving the product design, material cost, productivity etc. as part of this process.

(C) Foreign exchange Earnings and Outgo:

The details of total foreign earnings and outgo are as follows.

Value of Imports on C.I.F Value : Rs. 12,41,85,653/

Travelling Expenses : Rs. 19,17,448/

Royalty in foreign Currency : Rs. 16,27,369/

9. Loans, Guarantees and Investment

The company has not extended inter corporate loans to any companies and has also not made investments.

10. Conversion of the Company from Private Limited to Public Limited

During the year, the Company has been converted from private limited company to public limited company and necessary fresh certificate of incorporation was issued by the Registrar of Companies, Mumbai on 8th December, 2017. Consequent to conversion the name of the Company was changed from ‘Brand Concepts Private Limited ’to ‘Brand Concepts Limited’.

11 Initial Public Offer and use of proceeds

The company has gone for Initial Public Offer to issue equity shares to general public to meet the business needs of the Company. Your company issued a Prospectus dated 23-12-2017. The issue of the Company was closed on 2nd January, 2018 which received an overwhelming response from retail as well as non-retail investors. The issue was subscribed 13 times. Since the issue was oversubscribed, the basis of allotment was finalized in consultation with the NSE Limited. The Company allotted fully paid up 28,05,000 equity shares of Rs. 10/- each at premium of Rs. 35/- per share on 5th January, 2018 to the eligible applicants. The Equity Shares of the Company were listed and admitted to dealings on the Small and Medium Enterprise Platform of NSE Limited (NSE-EMERGE) with effect from 10th January, 2018 having the symbol ‘BCONCEPTS”.

The proceeds from the Issue of the Company vide prospectus dated 23rd December, 2017 have been utilized / are in process of utilization for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

12. Change in Share Capital of the Company

The Authorized share capital of the Company was Rs. 15,00,00,000/-(Rupees Fifteen Crores) divided into 80,00,000 (Eighty lacs) Equity shares of Rs. 10/- (Rupees ten) each and 7,00,000 (Seven Lacs) preference shares of Rs. 100/- (Rupees Hundred) each. During the year the company has reclassified its preference share capital as equity capital.

During the year the Company has converted its convertible preference shares into 7,77,800 equity shares raising the equity capital to Rs. 7,77,78,000/- (Rupees Seven Crores Seventy Seven Lakhs Seventy Eight Thousand).

Further, the Paid up Capital of the Company has been raised by Rs. 12,62,25,000/- (Equity Shares of 1,26,22,500) pursuant to allotment of 2805000 equity shares of Rs 10/- each at a premium of Rs. 35/- per Equity Shares by way of Initial Public Offer.

Subsequent to the aforesaid corporate actions, the authorized share capital of the Company as on date is Rs. 15,00,00,000/-(Rupees Fifteen Crores) divided into 1,50,000 equity shares of Rs. 10/- each and issued, subscribed and paid-up capital of the Company is 10,58,28,000/- (Rupees Ten Crores, Fifty Eight Lakhs Twenty Eight Thousand Only) divided in to 1,05,82,800 Equity shares of Rs.10/- each.

13. Listing of Equity Shares

The members of the Company passed a special resolution in the Extra-ordinary General Meeting of the members held on 9th day of December, 2017 permitting the Company to be admitted for trading of shares at National Stock Exchange, SME Emerge Platform. Accordingly, the shares of the Company are listed on NSE-Emerge Platform on 10th January, 2018.

14. Depository System

As the Members are aware, your Company ’ s shares are tradeable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company’s shares on NSDL & CDSL. The ISIN allotted to the Company’s Equity shares is INE977Y01011.

15. Transfer to Reserves

The Company has not transferred any amount to the general reserve. However Securities premium account was created after initial public issue of shares at premium details of which is shown in Financial Statements.

16. Directors and key managerial personnel

The Company was required to appoint independent directors in accordance with the provisions of the Companies Act, 2013 in the financial year 2017-18 pursuant to its conversion into public company for IPO. Mr. Manish Saxena (DIN: 08014657) and Mr. Narendra Tulsidas Kabra (DIN: 06851212) was appointed as Independent Directors on the Board w.e.f 9th December, 2017. Mr. Manish Saxena resigned w.e.f. 14th December, 2017 and again appointed as additional Director (Non-Executive) w.e.f. 22nd March, 2018 who will hold the office upto the ensuing Annual General Meeting and will be regularized in the Annual General Meeting subject to consent of the members of the Company and be appointed as Independent Directors of the Company. Mr. Kushagra Praveen Toshniwal (DIN:07117429) was appointed as Independent Director on the Board w.e.f. 15th December, 2017.The Independent Directors have submitted a declaration as required under section 149(6) of the Companies Act, 2013 confirming that they fulfill the criteria of independence and in accordance with the opinion of the Board, all of them are eligible to hold the said position.

Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors. Hence, none of the Independent Directors retire at the ensuing AGM.

As per proviso to Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualification of directors) Rules, 2014, every listed Company is required to appoint a Women Director. The Company already have a women Director Mrs. Annapurna Maheshwari (DIN:00038346).

Further, Mr. Abhinav Kumar, Director of the Company has been appointed as a Chief Financial Officer w.e.f. 1st November, 2017.

Thus, the Board of Directors of Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board takes the strategic decisions, frames the policy guidelines and extends wholehearted support to business heads and associates.

As on 31^st March, 2018, the Board of Company consists of Six (6) Directors. The composition and category of Directors as well as of KMPs are as follow:

Sr. No.	Name of Director	Designation	DIN/PAN
1	Mr. Prateek Maheshwari	Managing Director	00039340
2	Mr. Abhinav Kumar	Executive Director & CFO	06687880
3	Mrs. Annapurna Maheshwari	Non-Executive Director	00038346
4	Mr. Narendra Tulsidas Kabra	Independent Director w.e.f. 9-12-17	06851212
5	Mr. Kushagra P Toshniwal	Independent Director w.e.f. 15-12-17	07117429
6	Mr. Manish Saxena	Additional Director w.e.f. 22-3-18	08014657
7	Ms. Swati Gupta	Company Secretary	BCEPG2822D

17. Board Evaluation

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Independent Directors was carried out during the period after listing of shares. More details on the same are given in the Corporate Governance Report.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors after listing of shares, performance of non-independent directors, performance of the Board as a whole was evaluated.

18. Number of meetings of the board

The Directors of the Company met at regular intervals with the gap between two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board Matters. During the year under review, the Board of Directors met 15 (Fifteen) times on the following dates-

Sr. No.	Date of meeting	Board Strength	No. of directors present
1	10/04/2017	3	3
2	08/06/2017	3	3
3	11/07/2017	3	3
4	03/08/2017	3	3
5	01/09/2017	3	3
6	29/09/2017	3	3
7	01/11/2017	3	3
8	24/11/2017	3	3
9	05/12/2017	3	3
10	08/12/2017	3	3
11	14/12/2017	5	4
12	18/12/2017	5	4
13	22/12/2017	5	2
14	05/01/2018	5	3
15	21/03/2018	5	3

19. Board Committees and their meetings

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to become listed company during the year. There are currently four committees of the Board, namely:

a) Audit Committee

The Board of Directors in its meeting held on 18th December, 2017 constituted an Audit Committee in compliance with the provisions of Section 177 of the companies Act, 2013. During the year meeting of the Audit Committee was held on 21-03-2018 and the attendance records of the members of the committee are as follows:-

Name of Director	Status	Category	Meetings held	Meetings attended
Mr. Kushagra P Toshniwal	Chairman	Non-Executive & Independent Director	1	1
Mr. Narender Tulsidas Kabra	Member	Non-Executive & Independent Director	1	1
Mr. Abhinav Kumar	Member	Whole-time Director	1	1

b) Nomination & Remuneration Committee

The Board of Directors in its meeting held on 18th December, 2017 constituted Nomination & Remuneration Committee in compliance with the provisions of Section 178 of the companies Act, 2013. During the year meeting of the Nomination & Remuneration Committee was held on 21-03-2018 and the attendance records of the members of the committee are as follows:-

Name of Director	Status	Category	Meetings held	Meetings attended
Ms. Annapurna Maheshwari	Chairman	Non-Executive Director	1	1
Mr. Kushagra Praveen Toshniwal	Member	Non-Executive & Independent Director	1	1
Mr. Narender Tulsidas Kabra	Member	Non-Executive & Independent Director	1	1

The policy of the Nomination & Remuneration Committee has been placed on the website of the Company at www.brandconcepts.in and the salient features of that has been disclosed as Annexure “III” to this report.

c) Stakeholders’ Relationship Committee

The Board of Directors in its meeting held on 18th December, 2017 constituted Stakeholders’ Relationship Committee in compliance with the provisions of Section 178 of the companies Act, 2013. During the year meeting of the Stakeholders’ Relationship Committee was held on 21-03-2018 and the attendance records of the members of the committee are as follows:-

Name of Director	Status	Category	Meetings held	Meetings attended
Ms. Annapurna Maheshwari	Chairperson	Non- Executive Director	1	1
Mr. Abhinav Kumar	Member	Whole Time Director	1	1

20. Familiarization Program for Independent Directors

Your Company has in place a Familiarization Program for independent Directors to provide insights into the Company’s Business to enable them contribute significantly to its success. The Senior Management made presentations to familiarize the Independent Directors with the strategy operations and functions of the Company. The details of the familiarization program of the independent directors are available on the website of the Company www.brandconcepts.in.

21 Transactions with related parties

As specified under the provisions of section 188 of the Companies Act, 2013, the contracts and arrangement entered into with related parties were in ordinary course of business and on arm’s length basis. All related party transactions are placed before the Audit Committee and approved through the Omnibus mode in accordance with the provisions of the Companies Act, 2013 and Listing Regulations for its approval. The Board has taken on record all transaction with related parties. Suitable disclosures as required are provided in AS 18 which forms part of the notes to financial statement. The policy on Related Party Transactions is uploaded on the Company’s website www.brandconcepts.in. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure-I” in Form AOC-2 and the same forms part of this report.

22. Extract of annual return

As provided under Section 92(3) read with relevant Rules of the Companies Act, 2013, the extract of the annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report, though section 134(3)(a) of the Companies Act, 2013 read with Rule has required only address of weblink for annual return w.e.f 31-07-2018. The web link for the company is www.brandconcepts.in for the annual return as specified.

23. Managerial Remuneration and particulars of employees

The Company has no employees, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give any information under Sub-rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of top ten employees in terms of remuneration drawn by them is enclosed as “Annexure-IV” to this report.

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as “Annexure-V” to this report.

24. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is disclosed separately in the Annual Report as “Annexure VI”

25 Auditors and their Report

i. Statutory Auditors

As per the provisions of Section 139 the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Khandelwal & Jhaver, Chartered Accountants, proprietor firm having held office as Auditor for a period of more than 5 years before the company listed its shares, is not eligible for re-appointment as Statutory Auditors in the same company. Accordingly the Statutory Auditors of the Company, M/s Khandelwal & Jhaver, and Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting of the Company.

After evaluation of the leading Auditing Firms, the Board of Directors has identified and recommended the appointment of M/s Maheshwari & Gupta, Chartered Accountants, Indore (ICAI Firm Registration No. 006179C), as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 11th Annual General Meeting until the conclusion of the 16th Annual General Meeting of the Company.

M/s Maheshwari & Gupta, Chartered Accountants, Indore have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, their appointment as Statutory Auditors of the Company from the conclusion of the 11th Annual General Meeting until the conclusion of the 16th Annual General Meeting of the Company is recommended by the Board and placed for your approval.

ii. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Ms. Manju Mundra, Company Secretary, as Secretarial Auditors of the Company for the Financial Year 2017-18. The Secretarial Audit Report for FY 2017-18 is annexed herewith as Annexure “VII”.

iii. Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit or maintenance of cost records are not applicable to the Company.

26. Statutory Auditor’s report and secretarial audit report

The Statutory Auditors report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. The observations made by secretarial auditors are being taken care by the management.

The auditor’s report is self-explanatory and there are qualifications in their report made by the Statutory Auditors that Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets. No fraud u/s 143(12) was reported by the auditor.

27. Internal Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal control system is commensurate with its size and scale of operations. Roles and responsibilities are clearly defined and assigned. Standard operating procedures are in place and have been designed to provide a reasonable assurance. Internal checks from time to time ensure that responsibilities are executed effectively. The observations and good practices suggested are thoroughly reviewed by the Management and appropriately implemented for strengthening the controls of various business processes.

28. Risk management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to Key business objectives. Major risks identified by the Board and systematically steps taken to mitigate on a continuous basis. The Company’s internal control system is commensurate with the nature of its business and the size and complexity of operations.

29. Material Orders of Court, Tribunal etc.

As required under section 134(q) of the Companies Act, 2013 there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

30. Provisions of Sexual Harassment of women

The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made thereunder are being followed by the Company and the company is providing the proper environment of working to all employees and has proper internal control Mechanism for prevention, prohibition and redressal of sexual harassment at workplace. The Company has complied with the provisions of constitution of Internal Complaints Committee under the Act. There were no cases/complaints filed under this Act during the year.

31 Corporate Social Responsibility

As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR) is not applicable to the Company during the year under review so there are no disclosures required under section134 (3)(o) of the Companies Act, 2013.

32. Corporate Governance

Since the Company ’ s Securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C,D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report. Though, your Company has been practicing the principles of good corporate governance as it is committed to maintain the highest standards of Corporate Governance.

33. Other Disclosures

a) The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions are in line with the provisions of the section 177(9) of the Companies Act, 2013 read with regulation 22 of the Listing Regulations.

b) The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.

c) The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulation, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company at www.brandconcepts.in.

34. Cautionary Note:

Certain statements in the “Management Discussion and Analysis” section may be forward looking and are stated as required by the applicable laws and regulations. Many factors may affect the actual results, which could be different from what the directors envisage in terms of future performance and outlook. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

35 Annexures forming part of Board’s report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure	Particulars
I	Related Party Transactions in AOC 2
II	Extract of the Annual Return in Form MGT-9
III	Policy on Director’s appointment & Remuneration
IV	Particulars of top ten Employees
V	Managerial Remuneration as per Rule 5
VI	Management Discussion And Analysis Report
VII	Secretarial Audit Report

36. Human Resources and Industrial Relations:

Your Company has been able to operate efficiently because of developing culture of professionalism, integrity, dedication, commitments and continuous improvement shown by its employees in all functions and areas of business. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered on accountability is in place. We feel this is critical to enable us retain our competitive edge.

37. Appreciation:

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, consultants, bankers and other authorities.

The Directors also thank the Central and State Government of India and concerned Government Departments/Agencies for their cooperation. The directors appreciate and value the contributions made by every member of the company.

For and on behalf of the Board of

Brand Concepts Limited

Place: Indore

Dated: 09-08-2018 Prateek Maheshwari Abhinav Kumar

Managing Director Whole-Time Director

DIN-00039340 DIN-06687880