Notes to Accounts of Brand Concepts Ltd.

Mar 31, 2025

h) Provisions, Contingent Liabilities & Contingent
Assets and Commitments

i) Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, if it is probable that an
outflow of resources embodying economic benefits
will be required to settle the obligation and a
reliable estimate can be made of the amount of the
obligation. Such provisions are determined based

on management estimate of the amount required to
settle the obligation at the Balance Sheet date. When
the Company expects some or all of a provision to
be reimbursed, the reimbursement is recognised
as a separate asset only when the reimbursement
is certain. The expense relating to a provision is
presented in the Statement of Profit and Loss net of
any reimbursement, if any.

ii) If the effect of the time value of money is material,
provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the
increase in the provision due to the passage of time
is recognised as a finance cost.

iii) Contingent liability is a possible obligation arising
from past events and whose existence will be
confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly
within the control of the entity or a present obligation
that arises from past events but is not recognized
because; it is not probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation or the amount of the obligation
cannot be measured with sufficient reliability.

iv) A contingent asset is a possible asset that arises
from past events and whose existence will be
confirmed only by- the occurrence or non-occurrence
of one or more uncertain future events not wholly
within the control of the entity. The Company does
not recognize the contingent asset in its standalone
financial statements since this may result in the
recognition of income that may never be realised.

v) If it is virtually certain that an inflow of economic
benefits will arise, the asset and related income are
recognised in the period in which the change occurs.

vi) Provisions, contingent liabilities and contingent
assets are reviewed at each reporting date.

i) Income Taxes

The tax expense for the period comprises current
and deferred tax.

Income Tax expense is recognised in Statement of Profit
and Loss, except to the extent that it relates to items
recognised in the other comprehensive income or in
equity. In which case, the tax is also recognised in other
comprehensive income or equity respectively.

i) Current tax

Current tax is the amount of income taxes payable
(recoverable) in respect of taxable profit (tax
loss) for a period.

Current tax assets and liabilities are measured at the
amount expected to be recovered from or paid to the
taxation authorities, based on tax rates and laws
that are enacted or substantively enacted by the end
of the reporting period.

Current tax assets and tax liabilities are offset where
the Company has a legally enforceable right to set
off the recognised amounts and intends either to
settle on a net basis, or to realise the asset and settle
the liability simultaneously.

ii) Deferred tax

Deferred tax is recognised on temporary differences
between the carrying amounts of assets and
liabilities in the financial statements and the
corresponding tax bases used in the computation of
taxable profit for financial reporting purposes at the
reporting date.

Deferred tax liabilities and assets are measured at
the tax rates that are expected to apply in the period,
in which, the liability is settled or the asset realised,
based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the
reporting period. The carrying amount of deferred
tax liabilities and assets are reviewed at the end of
each reporting period.

The Company recognises a deferred tax asset
arising from unused tax losses or tax credits only
to the extent that the entity has sufficient taxable
temporary differences or there is convincing other
evidence that sufficient taxable profit will be
available against which the unused tax losses or
unused tax credits can be utilised by the company.

The Company offsets deferred tax assets and
deferred tax liabilities if and only if it has a legally
enforceable right to set off current tax assets and
current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied
by the same taxation authority on either the same
taxable entity which intends either to settle current
tax liabilities and assets on a net basis, or to realise
the assets and settle the liabilities simultaneously, in
each future period in which significant amounts of
deferred tax liabilities or assets are expected to be
settled or recovered.

Withholding tax arising out of payment of dividends
to shareholders under the Indian Income tax
regulations is not considered as tax expense for
the Company and all such taxes are recognised in
the statement of changes in equity as part of the
associated dividend payment.

Deferred tax assets and liabilities are offset if there
is a legally enforceable right to set off current tax
assets against current tax liabilities and the deferred
tax assets and deferred tax liabilities relate to income
taxes levied by the same taxation authority.

The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of
the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that
it has become probable that future taxable profits
will allow the deferred tax asset to be recovered.

iii) Uncertain Tax Position

Accruals for uncertain tax positions require
management to make judgments of potential
exposures. Accruals for uncertain tax positions are
measured using either the most likely amount or the
expected value amount depending on which method
the entity expects to better predict the resolution
of the uncertainty. Tax benefits are not recognised
unless the management based upon its interpretation
of applicable laws and regulations and the
expectation of how the tax authority will resolve the
matter concludes that such benefits will be accepted
by the authorities. Once considered probable of not
being accepted, management review each material
tax benefit and reflects the effect of the uncertainty in
determining the related taxable amounts.

j) Share Based Payments

i) Employees of the Company’s receive remuneration
in the form of share-based payments, whereby
employees render services as consideration for equity
instruments. The cost of equity-settled transactions
is determined by the fair value at the date when the
grant is made using an appropriate valuation model.
That fair value determined at the grant date is
recognised, together with a corresponding increase
in share-based payment reserves in equity, over
the period in which the performance and/ or service
conditions are fulfilled. The cumulative expense
recognised for equity-settled transactions at each
reporting date until the vesting date reflects the
extent to which the vesting period has expired and
the Company’s best estimate of the number of equity
instruments that will ultimately vest.

ii) When the terms of an equity-settled award are
modified, the minimum expense recognised is the
expense had the terms had not been modified, if the
original terms of the award are met. An additional

expense is recognised for any modification that
increases the total fair value of the share-based
payment transaction or is otherwise beneficial to the
employee as measured at the date of modification.

iii) Where an award is cancelled by the Company’s or
by the counterparty, any remaining element of the
fair value of the award is expensed immediately
through the statement of profit and loss.

iv) The dilutive effect of outstanding options is reflected
as additional share dilution in the computation of
diluted earnings per share

k) Foreign Currency Transactions

Transactions and balances

i) Transactions in foreign currencies are initially
recorded at the exchange rate prevailing on the date
of transaction.

Monetary assets and liabilities denominated in
foreign currencies are translated at the functional
currency closing rates of exchange at the
reporting date.

ii) Exchange differences arising on settlement or
translation of monetary items are recognised in
Statement of Profit and Loss except to the extent
of exchange differences which are regarded as an
adjustment to interest costs on foreign currency
borrowings that are directly attributable to the
acquisition or construction of qualifying assets, are
capitalised as cost of assets.

l) Employee Benefit Expense

i) Short-Term Employee Benefits

The undiscounted amount of short-term employee
benefits expected to be paid in exchange for the
services rendered by employees are recognised as
an expense during the period when the employees
render the services.

Accumulated leave, which is expected to be utilised
within the next 12 months, is treated as short-term
employee benefit. The Company measures the
expected cost of such absences as the additional
amount that it expects to pay as a result of the
unused entitlement that has accumulated at the
reporting date. The Company recognizes expected
cost of short-term employee benefit as an expense,
when an employee renders the related service.

The obligations are presented as current liabilities
in the balance sheet if the entity does not have an
unconditional right to defer the settlement for at
least twelve months after the reporting date.

The Company treats accumulated leave expected to
be carried forward beyond twelve months, as long¬
term employee benefit for measurement purposes.
Such long-term compensated absences are provided
for based on the actuarial valuation using the
projected unit credit method at the reporting date.
Actuarial gains/ losses are immediately taken to the
statement of profit and loss and are not deferred.
The obligations are presented as current liabilities
in the balance sheet if the entity does not have an
unconditional right to defer the settlement for at
least twelve months after the reporting date.

ii) Post-Employment Benefits
Defined Contribution Plans

A defined contribution plan is a post-employment
benefit plan under which the Company pays specified
contributions to a separate entity. The Company
makes specified monthly contributions towards
Provident Fund. The Company’s contribution is
recognised as an expense in the Statement of Profit
and Loss during the period in which the employee
renders the related service.

Defined Benefits Plans

The Company operates a defined benefit gratuity plan.

The cost of the defined benefit plan and other post¬
employment benefits and the present value of such
obligations are determined using actuarial valuations
being carried out at the end of each annual reporting
period. An actuarial valuation involves making various
assumptions that may differ from actual developments
in the future. These include the determination of the
discount rate, future salary increases, mortality rates
and future pension increases. Due to the complexities
involved in the valuation and its long-term nature,
a defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are
reviewed at each reporting date.

The liability in respect of gratuity and other post¬
employment benefits is calculated using the
Projected Unit Credit Method and spread over the
period during which the benefit is expected to be
derived from employees’ services.

Remeasurements, comprising of actuarial gains
and losses, the effect of the asset ceiling, excluding
amounts included in net interest on the net defined
benefit liability and the return on plan assets
(excluding amounts included in net interest on the net
defined benefit liability), are recognised immediately
in the balance sheet with a corresponding debit or
credit to retained earnings through OCI in the period
in which they occur.

Remeasurements are not reclassified to profit or loss
in subsequent periods.

Past service costs are recognised in profit or loss on
the earlier of:

• The date of the plan amendment or
curtailment, and

• The date that the Company recognises related
restructuring costs.

Net interest is calculated by applying the discount
rate to the net defined benefit liability or asset. The
Company recognises the following changes in the
net defined benefit obligation as an expense in the
Standalone statement of profit and loss:

• Service costs comprising current service
costs, past-service costs, gains and losses on
curtailments and non-routine settlements; and

• Net interest expense or income.

m) Revenue from contract with customers

i) Sales of goods

The Company derives revenue primarily from sale of
Travel Bags, accessories and manufacturing of bags.

Revenue from contracts with customers is recognised
when control of the goods is transferred to the
customer at an amount that reflects the consideration
entitled in exchange for those goods. The control of
the products is said to have been transferred to the
customer when the products are delivered to the
customer, the customer has significant risks and
rewards of the ownership of the product or when the
customer has accepted the product.

Revenue is stated net of goods and service tax and
net of returns, chargebacks, rebates, estimated
additional discounts and expected sales returns
and other similar allowances. These are calculated
on the basis of historical experience and the specific
terms in the individual contracts. Revenue is only
recognised to the extent that is highly probable that
significant reversal will not accrue.

Revenue is measured at the amount of consideration
which the Company expects to be entitled to in
exchange for transferring distinct goods to a customer
as specified in the contract, excluding amounts
collected on behalf of third parties (for example taxes
and duties collected on behalf of the government).
Consideration is generally due upon satisfaction
of performance obligations and a receivable is
recognised when it becomes unconditional.

The related liabilities at the reporting period are
disclosed in ‘Other Liabilities’. The assumptions
and estimated amounts of rebates/ discounts and
returns are reassessed at each reporting period.
The Company''s obligation to repair or replace faulty
products under the standard warranty term is
recognised as a provision.

In determining the transaction price, the Company
considers the effects of variable consideration,
the existence of significant financing components,
noncash consideration, and consideration payable
to the customer (if any). The Company estimates
variable consideration at contract inception until it
is highly probable that a significant revenue reversal
in the amount of cumulative revenue recognised will
not occur when the associated uncertainty with the
variable consideration is subsequently resolved.

Sales returns

The Company accounts for sales returns accrual by
recording an allowance for sales returns concurrent
with the recognition of revenue at the time of
a product sale. This allowance is based on the
Company’s estimate of expected sales returns.

With respect to established products, the Company
considers its historical experience of sales returns,
levels of inventory in the distribution channel,
estimated shelf life, product discontinuances,
price changes of competitive products, and the
introduction of competitive new products, to the
extent each of these factors impact the Company’s
business and markets.

ii) Interest Income

Interest income from a financial asset is recognised
using effective interest method.

Interest income from a financial asset is recognised
when it is probable that the economic benefits will
flow to the Company and the amount of income can
be measured reliably. Interest income is accrued on a
time basis, by reference to the principal outstanding
and at the effective interest rate applicable, which
is the rate that exactly discounts estimated future
cash receipts through the expected life of the
financial asset to that asset’s net carrying amount
on initial recognition.

iii) Customer loyalty program reward points

Customer loyalty program reward points having
a predetermined life are granted to customers
when they make purchases. The fair value of the
consideration on sale of goods resulting in such award
credits is allocated between the goods supplied and

the reward point credits granted. The consideration
allocated to the reward point credits is measured
by reference to fair value from the standpoint of the
holder and revenue is deferred. The Company at the
end of each reporting period estimates the number
of points redeemed and that it expects will be further
redeemed, based on empirical data of redemption /
lapses, and revenue is accordingly recognised.

iv) Contract balances
Contract assets

A contract asset is the right to consideration in
exchange for goods transferred to the customer. If
the Company performs by transferring goods to a
customer before the customer pays consideration or
before payment is due, a contract asset is recognised
for the earned consideration that is conditional.

Trade Receivables

A receivable represents the Company’s right to
an amount of consideration that is unconditional
(i.e., only the passage of time is required before
payment of the consideration is due). Refer to
accounting policies of financial assets in section
(n)(i) Financial instruments - initial recognition and
subsequent measurement.

Contract Liabilities

A contract liability is the obligation to transfer
goods or services to a customer for which the
Company has received consideration (or an amount
of consideration is due) from the customer. If a
customer pays consideration before the Company
transfers goods or services to the customer, a
contract liability is recognised when the payment is
made, or the payment is due (whichever is earlier).
Contract liabilities are recognised as revenue when
the Company performs under the contract.

Costs to fulfil a contract i.e. freight, insurance and
other selling expenses are recognised as an expense
in the period in which related revenue is recognised.

n) Financial Instruments

A contract is recognised as a financial instrument that gives
rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

i) Financial Assets

Initial recognition and measurement

The classification of financial assets at initial
recognition depends on the financial asset’s
contractual cash flow characteristics and the
Company’s business model for managing them.

With the exception of trade receivables that do
not contain a significant financing component or
for which the Company has applied the practical
expedient, the Company initially measures a
financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss,
transaction costs.

Trade receivables that do not contain a significant
financing component or for which the Company has
applied the practical expedient are measured at the
transaction price determined under Ind AS 115. Refer
to the accounting policies in section (l) Revenue from
contracts with customers.

Financial assets classified and measured at
amortised cost are held within a business model
with the objective to hold financial assets in order
to collect contractual cash flows while financial
assets classified and measured at fair value through
OCI are held within a business model with the
objective of both holding to collect contractual cash
flows and selling.

All financial assets and liabilities are initially
recognised at fair value. Transaction costs that are
directly attributable to the acquisition or issue of
financial assets and financial liabilities, which are
not at fair value through profit or loss, are adjusted
to the fair value on initial recognition. Purchase and
sale of financial assets are recognised using trade
date accounting.

Subsequent measurement

For the purpose of subsequent measurement
financial assets are classified into three categories:

• Financial assets at amortised cost
(debt instruments)

• Financial assets at fair value through other
comprehensive income (FVTOCI)

• with recycling of cumulative gains and
losses (debt instruments)

• with no recycling of cumulative
gains and losses upon derecognition
(equity instruments)

• Financial assets at fairvalue through profit or loss

Financial assets carried at amortised cost

A financial asset is measured at amortised cost if
it is held within a business model whose objective
is to hold the asset in order to collect contractual
cash flows and the contractual terms of the financial

asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the
principal amount outstanding.

After initial measurement, such financial assets are
subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost
is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an
integral part of the EIR.

Impairment of investments

The Company reviews it carrying value of
investments carried at cost annually, or more
frequently when there is indication for impairment.
If the recoverable amount is less than it''s carrying
amount, the impairment loss is recorded in the
Statement of Profit and Loss.

Financial assets at fair value through profit
or loss (FVTPI)

A financial asset not classified as either amortised
cost or FVTOCI, is classified as FVTPL.

Financial assets included within the fair value
through profit or loss category are measured at fair
value with all the changes in the profit or loss.

During the reporting period, there are no instruments
under Fair Value through Other Comprehensive
Income and Fair Value through Profit or Loss.

ii) Investment in Associate

The Company has elected to measure investment
in associate at cost. On the date of transition,
the carrying amount has been considered
as deemed cost.

iii) Impairment of financial assets

In accordance with Ind AS 109, the Company
applies ‘Expected Credit Loss’ (ECL) model, for
evaluating impairment of financial assets other
than those measured at fair value through profit
and loss (FVTPL).

ECLs are recognised in two stages. For credit
exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default
events that are possible within the next 12-months (a
12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk
since initial recognition, a loss allowance is required
for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default
(a lifetime ECL).

For trade receivables and contract assets, the
Company applies a simplified approach in calculating
ECLs. Therefore, the Company does not track changes
in credit risk, but instead recognises a loss allowance
based on lifetime ECLs at each reporting date. The
Company has established a provision matrix that
is based on its historical credit loss experience,
adjusted for forward-looking factors specific to the
debtors and the economic environment.

iv) Financial Liabilities

Classification as debt or equity

Debt and equity instruments issued by the Company
are classified as either financial liabilities or as equity
in accordance with the substance of the contractual
arrangements and the definitions of a financial
liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences
a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments
issued by the Company are recognised at the
proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity
instruments is recognised and deducted directly in
equity. No gain or loss is recognised in profit or loss
on the purchase, sale, issue or cancellation of the
Company’s own equity instruments.

Initial recognition and measurement

Financial liabilities are classified, at initial recognition,
as financial liabilities at fair value through profit or
loss, loans and borrowings, payables as appropriate.

All financial liabilities are initially recognised at fair
value and in case of loans, borrowings and payables,
net of directly attributable transaction cost. Fees
of recurring nature are directly recognised in the
Statement of Profit and Loss as finance cost.

The Company’s financial liabilities include trade
and other payables, loans and borrowings including
bank overdrafts and financial guarantee contracts.

Subsequent measurement

For purposes of subsequent measurement, financial
liabilities are classified as:

• Financial liabilities at amortised cost (loans
and borrowings)

This is the category most relevant to the Company.
After initial recognition, interest-bearing loans
and borrowings are subsequently measured at

amortised cost using the EIR method. Gains and
losses are recognised in profit or loss when the
liabilities are derecognised as well as through the
EIR amortisation process.

Amortised cost is calculated by taking into account
any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the
statement of profit and loss.

For trade and other payables maturing within one
year from the Balance Sheet date, the carrying
amounts approximate fair value due to the short
maturity of these.

v) Derecognition of Financial Instrument

A financial asset is primarily derecognised (i.e.,
removed from the Company’s balance sheet) when:

(1) The contractual rights to receive cash flows
from the asset have expired, or

(2) The Company has transferred its rights to
receive contractual cash flows from the asset
or has assumed an obligation to pay the
received cash flows in full without material
delay to a third party under a ‘pass-through’
arrangement, and either (a) the Company
has transferred substantially all the risks and
rewards of the asset, or (b) the Company has
neither transferred nor retained substantially
all the risks and rewards of the asset, but has
transferred control of the asset.

On derecognition of a financial asset in its entirety,
the difference between the asset’s carrying amount
and the sum of the consideration received and
receivable and the cumulative gain or loss that had
been recognised in OCI and accumulated in equity is
recognised in profit or loss if such gain or loss would
have otherwise been recognised in profit or loss on
disposal of that financial asset.

A financial liability is derecognised when the obligation
under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced
by another from the same lender on substantially
different terms, or the terms of an existing liability
are substantially modified, such an exchange or
modification is treated as the derecognition of the
original liability and the recognition of a new liability.
The difference between the carrying amount of the
financial liability derecognised and the consideration
paid and payable is recognised in profit or loss.

vi) Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the Standalone
balance sheet if there is a currently enforceable legal
right to offset the recognised amounts and there is
an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

o) Impairment of non-financial assets

i) The Company assesses at each reporting date as
to whether there is any indication that any property,
plant and equipment and intangible assets or group
of assets, called Cash Generating Units (CGU)
may be impaired. If any such indication exists the
recoverable amount of an asset or CGU is estimated
to determine the extent of impairment, if any. When
it is not possible to estimate the recoverable amount
of an individual asset, the Company estimates the
recoverable amount of the CGU to which the asset
belongs. The goodwill on business combinations is
tested for impairment annually.

ii) The recoverable amount of an asset or cash
generating unit is the greater of its value in use and
its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate
that reflects current market assessments of the time
value of money and the risks specific to the asset or
the cash-generating unit for which the estimates of
future cash flows have not been adjusted.

iii) The carrying amounts of the Company’s non¬
financial assets are reviewed at each reporting
date to determine whether there is any indication
of impairment. If any such indication exists, then the
asset’s recoverable amount is estimated in order to
determine the extent of the impairment loss, if any.

iv) An impairment loss is recognised in the Statement
of Profit and Loss to the extent, asset’s carrying
amount exceeds its recoverable amount.

v) The impairment loss recognised in prior accounting
period is assessed at each reporting date for any
indications that the loss has decreased or no longer
exists and is reversed if there has been a change in
the estimate of recoverable amount. An impairment
loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying
amount that would have been determined, net of
depreciation or amortisation, if no impairment loss
had been recognised.

p) Current and Non-current classification

The Company presents assets and liabilities in the Balance
Sheet based on current / non-current classification.

i) An asset is treated as current when it is:

(1) Expected to be realised or intended to be sold
or consumed in normal operating cycle;

(2) Held primarily for the purpose of trading;

(3) Expected to be realised within twelve months
after the reporting period, or

(4) Cash or cash equivalent unless restricted
from being exchanged or used to settle a
liability for at least twelve months after the
reporting period.

All other assets are classified as non-current.

ii) A liability is current when:

(1) It is expected to be settled in normal
operating cycle;

(2) It is held primarily for the purpose of trading;

(3) It is due to be settled within twelve months
after the reporting period, or

(4) There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period.

The Company classifies all other liabilities
as non-current.

Deferred tax assets and liabilities are classified as
non-current assets and liabilities.

The operating cycle is the time between the acquisition
of assets for processing and their realisation in cash
and cash equivalents. The Company has identified
12 months as its operating cycle.

q) Earnings Per Share

i) Basic earnings per share are calculated by dividing the
net profit or loss for the period attributable to equity
shareholders by weighted average number of equity
shares outstanding during the period. The weighted
average number of equity shares outstanding during
the period are adjusted for events of bonus issue;
bonus element in a right issue to existing shareholders.

ii) For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable
to equity shareholders and the weighted average
number of shares outstanding during the
year are adjusted for the effects of all dilutive
potential equity shares.

iii) The number of equity shares and potentially dilutive
equity shares are adjusted retrospectively for all
periods presented for any share splits and bonus
shares issues including for changes effected prior
to the approval of the financial statements by the
Board of Directors.

r) Dividend

The Company recognises a liability to pay dividend to
equity holders of the Company when the distribution
is authorised, and the distribution is no longer at the
discretion of the Company. As per the corporate laws in
India, a distribution is authorised when it is approved by
the shareholders. A corresponding amount is recognised
directly in equity.

s) Cash and Cash equivalents

i) Cash and Cash equivalents in the balance sheet
comprise cash at banks and on hand, short-term,
highly liquid investments with original maturities of
three months or less that are readily convertible to
known amounts of cash and which are subject to an
insignificant risk of changes in value.

ii) Statement of Cash Flows is prepared in accordance
with the Indirect Method prescribed in the Indian
Accounting Standard-7 ''Statement of Cash Flows''.

t) Operating Segments

The operating segments are identified on the basis of
business activities whose operating results are regularly
reviewed by the Chief Operating Decision Maker of
the Company and for which the discrete financial
information is available.

u) Investment in associates

An associate is an entity over which the Company has
significant influence. Significant influence is the power to
participate in the financial and operating policy decisions
of the investee but is not control or joint control over
those policies.

The Company’s investments in its associates are
accounted at cost less impairment.

Impairment of investments

The Company reviews its carrying value of investments
carried at cost annually, or more frequently when there
is indication for impairment. If the recoverable amount
is less than its carrying amount, the impairment loss is
recorded in the Statement of Profit and Loss.

When an impairment loss subsequently reverses, the
carrying amount of the Investment is increased to the
revised estimate of its recoverable amount, so that the
increased carrying amount does not exceed the cost of the

Investment. A reversal of an impairment loss is recognised
immediately in Statement of Profit or Loss.

v) Scheme of Merger

Business Combination involving entities or businesses
under common control shall be accounted for using the
pooling of interest method are as follows:

- The assets and liabilities of the combining entities
are reflected at their carrying amounts.

- No adjustments are made to reflect the fair values, or
recognise new assets or liabilities. Adjustments are
made to harmonise accounting policies.

- The financial information in the financial statements
in respect of prior periods is restated as if the business
combination has occurred from the beginning of
the preceding period in the financial statements,
irrespective of the actual date of the combination.

w) Exceptional items

Exceptional items refer to items of income or expense,
including tax items, within the statement of profit and
loss from ordinary activities which are non-recurring and
are of such size, nature or incidence that their separate
disclosure is considered necessary to explain the
performance of the Company.

3. New and amended standards

The Ministry of Corporate Affairs has notified Companies
(Indian Accounting Standards) Amendment Rules, 2024
dated 12th August, 2024 notifying Ind AS 117 - Insurance
Contracts. The company does not have any insurance
contracts to which Ind AS 117 will apply.

4. Critical Accounting Judgments and key sources
of estimation uncertainty

The preparation of the revised financial statements in
conformity with the Ind AS requires management to make
judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts
of assets, liabilities and the accompanying disclosures as at
date of the financial statements and the reported amounts
of the revenues and expenses for the years presented.
The estimates and associated assumptions are based on
historical experience and other factors that are considered
to be relevant. Actual results may differ from these
estimates under different assumptions and conditions. The
estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised
if the revision affects only that period or in the period of
the revision and future periods if the revision affects both
current and future periods.

a) Revenue Recognition

The Company’s contracts with customers include promises
to transfer goods to the customers. Judgement is required
to determine the transaction price for the contract.

The transaction price could be either a fixed amount of
customer consideration or variable consideration with
elements such as schemes, incentives and cash discounts,
among others. The estimated amount of variable
consideration is adjusted in the transaction price only
to the extent that it is highly probable that a significant
reversal in the amount of cumulative revenue recognised
will not occur and is reassessed at the end of each year.

b) Estimation of rebates, discounts and sales returns.

The Company’s revenue recognition policy requires
estimation of rebates, discounts and sales returns.
The company has varied number of rebates/discount
schemes offered which are primarily driven by the terms
and conditions for each scheme including the working
methodology to be followed and the eligibility criteria for
each of the scheme. The estimates for rebates/discounts
need to be based on evaluation of eligibility criteria and the
past trend analysis. The company estimates expected sales
returns based on a detailed historical study of past trends.

c) Depreciation / amortisation and useful lives of
property plant and equipment / intangible assets

Property, plant and equipment / intangible assets are
depreciated / amortised over their estimated useful
lives, after taking into account estimated residual value.
Management reviews the estimated useful lives and
residual values of the assets annually in order to determine
the amount of depreciation / amortisation to be recorded
at each year end.

The useful lives and residual values are based on the
Company’s historical experience with similar assets and
take into account anticipated technological changes. The
depreciation / amortisation for future periods is revised if
there are significant changes from previous estimates.

d) Recoverability of trade receivable

Judgements are required in assessing the recoverability
of overdue trade receivables and determining whether a
provision against those receivables is required. Factors
considered include the credit rating of the counterparty,
the amount and timing of anticipated future payments
and any possible actions that can be taken to mitigate the
risk of non-payment.

e) Net realisable value of inventories

The selling prices of inventory are estimated to determine
the net realisable value of inventory. Historical sales
patterns and post year end trading performance are used
to determine these.

The Company writes down inventories to net realisable
value based on an estimate of the realisability of
inventories. Write downs on inventories are recorded
where events or changes in circumstances indicate that
the balances may not realise. The identification of write¬
downs requires the use of estimates of net selling prices
of the down-graded inventories. Where the expectation
is different from the original estimate, such difference will
impact the carrying value of inventories and write-downs
of inventories in the periods in which such estimate
has been changed.

f) Leases

Management exercises judgement in determining the
lease term of its lease contracts. Within its lease contracts,
in respect of its Retail business.

g) Provisions

Provisions and liabilities are recognized in the period
when it becomes probable that there will be a future
outflow of funds resulting from past operations or events
and the amount of cash outflow can be reliably estimated.
The timing of recognition and quantification of the liability
requires the application of judgment to existing facts
and circumstances, which can be subject to change. The
carrying amounts of provisions and liabilities are reviewed
regularly and revised to take account of changing facts
and circumstances.

h) Estimation of defined benefit obligation

The Company provides defined benefit employee
retirement plans. The present value of the defined
benefit obligations depends on a number of factors that
are determined on an actuarial basis using a number of
assumptions. The assumptions used in determining the
net cost (income) for post employments plans include the
discount rate, salary escalation rate, attrition rate and
mortality rate. Any changes in these assumptions will
impact the carrying amount of such obligations.

The Company determines the appropriate discount rate,
salary escalation rate and attrition rate at the end of
each year. In determining the appropriate discount rate,
the Company considers the interest rates of government
bonds of maturity approximating the terms of the related
plan liability and attrition rate and salary escalation rate is
determined based on the company''s past trends adjusted
for expected changes in rate in the future.

i) Impairment of non-financial assets

The Company assesses the chances of an asset getting
impaired on each reporting date. If any indication exists,
the Company estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of fair value
less costs of disposal of an asset or Cash Generating
Unit (CGU) and its value in use. It is determined for an
individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other
assets or a group of assets. Where the carrying amount
of an asset or CGU exceeds its recoverable amount, the
asset is considered impaired and is written down to its
recoverable amount.

In assessing value in use, the estimated future cash
flows are discounted to their present value using pre-tax
discount rate that reflects current market assessments
of the time value of money and the risks specific to the
asset. In determining fair value less costs of disposal,
recent market transactions are taken into account, if
no such transactions can be identified, an appropriate
valuation model is used.

j) Impairment of financial assets

The impairment provisions for financial assets are based
on assumptions about risk of default and expected cash
loss rates. The Company uses judgment in making these
assumptions and selecting the inputs to the impairment
calculation, based on Company’s past history, existing
market conditions as well as forward looking estimates at
the end of each reporting period.

a. The aggregate depreciation has been included under depreciation and amortisation expense in the Statement of Profit and Loss.

b. The Company determines that a contract is or contains a lease, if the contract conveys right to control the use of an identified
asset for a period of time in exchange for a consideration. At the inception of a contract which is or contains a lease, the
Company recognizes lease liability at the present value of the future lease payments for non-cancellable period of a lease
which is not short term in nature except for lease of low value items. The future lease payments for such non-cancellable
period is discounted using the Company’s incremental borrowing rate. Lease payments include fixed payments. The Company
also recognizes a right of use asset which comprises of amount of initial measurement of the lease liability. Right of use assets
is amortized over the period of lease.

c The Company has not revalued any of its Property, plant and equipments during the year.

d On transition to Ind AS (i.e. 1 April 2020), the Company has elected to exercise the option available in Para D7AA of INDAS
101-First Time Adoption; to continue with the carrying value of all Property, plant and equipment measured as per the
previous GAAP and use that carrying value as the deemed cost of Property, plant and equipment.On transition to Ind AS (i.e.
1 April 2020), the Company has elected to continue with the carrying value of all Property, plant and equipment measured as
per the previous GAAP and use that carrying value as the deemed cost of Property, plant and equipment.

4.3 There is no project whose completion is overdue or has exceeded its cost compared to its original plan during the
financial year 2024-25.

a Asset under construction

Capital work in progress as at 31 March 2025 comprises expenditure for the manufacturing unit in the course of construction
which commenced in April 2024 and is expected to be completed in June, 2025. Total amount of CWIP is H 2,295 Lakhs (31
March 2024: Nil), including Borrowing costs H 46.46 Lakhs (31 March 2024 : Nil). The rate used to determine the amount of
borrowing costs eligible for capitalisation was 8.9%, which is the effective interest rate of the specific borrowing.

b Land and buildings

The Term Loan availed for construction of the manufacturing unit, forming part of the Capital work-in-progress, is
secured by charges as detailed in Note 21.1

5.2 The Company’s investment property consists of commercial plot of land in India.

5.3 The Company has no restrictions on the realisability of its investment properties and no restrictions on the remittance of
income and proceeds of disposal.

5.4 Though the Company measures investment property using cost based measurement, the fair value of investment property is
based on valuation performed by competent values who in the opinion of Management of the Company, posses recognised
and relevant professional qualification and have recent experience in the location and category of the investment property
being valued. The main inputs used are location and locality, supply and demand, local nearby enquiry and market feedback
of investigation.

5.5 Fair valuation of Property is H 101.44 Lacs. The fair value measurement is categorised in level 3 fair value hierarchy.

5.6 Useful life of land and plots is indefinite and hence not depreciated.

a. The aggregate depreciation has been included under depreciation and amortisation expense in the Statement of Profit and Loss.

b. All the additions done during the year are acquired separately and are not internally developed

c. There are no restrictions over the title of the Company''s intangible assets, nor are any intangible assets pledged as security
for liabilities.

d. On transition to Ind AS (i.e. 1 April 2020), the Company has elected to exercise the option available in Para D7AA of INDAS
101-First Time Adoption; to continue with the carrying value of all Intangible assets measured as per the previous GAAP and
use that carrying value as the deemed cost of Intangible assets.

11.1 Inventory consists of raw materials, finished goods, work in progress, and stores and spares and is measured at the lower of
cost and net realisable value. The cost of inventories of items that are not ordinarily interchangeable are assigned by using
specific identification of their individual costs. Cost of stock-in-trade includes cost of purchases and other costs incurred in
bringing the inventories to its present location and condition. Net realisable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and costs necessary to make the sale.

11.2 Carrying amount of inventory hypothecated to secure working capital facilities of H 7614.46 Lakhs (Previous year
H 6465.89 Lakhs).

11.3 The details of charge created on stocks, book debts and other current assets are as per Note 21.1 and 25.2

12.1 The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company
uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account risk factors and
historical data of credit losses from various customers.

12.2 No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a
partner, a director or a member.

12.3 Trade receivables are non-interest bearing. In March 2025, INR 52.61 Lakhs (March 2024: INR 41.88 Lakhs) was recognised
as provision for expected credit losses on trade receivables.

Nature and purpose of each reserve

20.1 Securities premium - The amount received in excess of face value of the equity shares is recognised in securities premium. In
case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value
of share is accounted as securities premium. It is utilised in accordance with the provisions of the Companies Act, 2013.

20.2 General reserve: The reserve arises on transfer portion of the net profit pursuant to the earlier provisions of Companies Act,
1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013. The retained earnings represent
the net surplus of income over expenses. It is part of free reserves of the Company.

20.3 Capital Reserve: This reserve arises as a result of business combinations accounted for under the pooling of interests method
as per applicable accounting standards. It represents the difference between the net assets taken over and the consideration
paid in case of merger, where the net assets exceed the purchase consideration. This reserve is not a free reserve and is not
available for distribution as dividend.

20.4 Share forfeiture reserve: This reserve is created from the amount originally paid by shareholders on shares that were
subsequently forfeited due to non-payment of call money or other reasons. The amount remains with the company and may
be adjusted against reissue of forfeited shares. It is considered a capital reserve and is not available for dividend distribution.

20.5 Share Based Payment Reserve: The reserve is created on account of equity share settled options granted to the employees
of the Company.

20.6 The share options-based payment reserve is used to recognise the grant date fair value of options issued to employees under
Employee stock option plan.

20.7 Share options outstanding account

The Company has two share option outstanding account under which options to subscribe for the Company’s shares have
been granted to certain executives and senior employees.

The share-based outstanding account is used to recognise the value of equity-settled share-based payments provided
to employees, including key management personnel, as part of their remuneration. Refer to Note 47 for further details
of these plans.

21.1 Security:

A. Loans from Axis Bank Ltd. Indore are secured by First Parri Passu Charge on Primary as well as Collateral Security.

Primary Security : First Parri Passu charge on entire current assets including stocks comprising raw materials, stocks in

progress, finished goods, consumable stores and spares and receivables in the name of company with HDFC Bank both

present and future.

Collateral S

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Mar 31, 2024

a. The aggregate depreciation has been included under depreciation and amortisation expense in the Statement of Profit and Loss.

b. The Company determines that a contract is or contains a lease, if the contract conveys right to control the use of an identified asset for a period of time in exchange for a consideration. At the inception of a contract which is or contains a lease, the Company recognizes lease liability at the present value of the future lease payments for non-cancellable period of a lease which is not short term in nature except for lease of low value items. The future lease payments for such non-cancellable period is discounted using the Company’s incremental borrowing rate. Lease payments include fixed payments. The Company also recognizes a right of use asset which comprises of amount of initial measurement of the lease liability. Right of use assets is amortized over the period of lease.

c The Company has not revalued any of its Property, plant and equipments during the year.

9.1 Inventory consists of stock-in-trade and is measured at the lower of cost and net realisable value. The cost of inventories of items that are not ordinarily interchangeableare assigned by using specific identification of their individual costs. The cost of other inventories is based on the first-in-first out method.

Cost of stock-in-trade includes cost of purchases and other costs incurred in bringing the inventories to its present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and costs necessary to make the sale.

9.2 Carrying amount of inventroy hypothecated to secure working capital facilities of H 3500 Lacs (previous year H2500 Lacs).

9.3 The details of charge created on stocks, book debts and other current assets are as per Note 18.1 and 22.1

16.2 Terms/rights attached to Equity Shares

The Company has only one class of equity shares having a par value of H10 per share. Each holder of equity shares is entitled to one vote per share.

Each equity shareholder is entitled to dividends as and when the Company declares and pays dividend after obtaining shareholders’ approval.

In the event of liquidation of the Company, the holders of equity shares are entitled to receive the remaining assets of the Company, after meeting all liabilities and distribution of all preferential amounts, in proportion to their shareholding.

Nature and purpose of each reserve

17.1 Securities premium - The amount received in excess of face value of the equity shares is recognised in securities premium. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium. It is utilised in accordance with the provisions of the Companies Act, 2013.

17.2 General reserve: The reserve arises on transfer portion of the net profit pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013. The retained earnings represent the net surplus of income over expenses. It is part of free reserves of the Company.

17.3 Share Based Payment Reserve: The reserve is created on account of equity share settled options granted to the employees of the Company.

18.1 Security:

A. Term loan from Axis Bank Ltd. Indore under Union Emergency Credit Line Guarantee Scheme is secured by way of Extension of Second Charge on Primary as well as Collateral Security available with the bank for Working Capital Limits.

Primary Security : Second charge on entire current assets including stocks comprising raw materials, stocks in progress, finished goods, consumable stores and spares and receivables in the name of company with HDFC Bank both present and future.

Collateral Security : Second charge on following collateral securities

1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, Gram Musakhedi, Indore - 452001. Owned by IFF Overseas Private Limited.

2. Industrial Property - Survey No. 140/2/2 Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001 owned by M/s IFF Overseas Pvt Ltd.

3. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

4. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

B. Term loan from HDFC Bank, Indore under Union Guaranteed Emergency Line Scheme is secured by way of Extension of Charge on Primary as well as Collateral Security available with the bank for Working Capital Limits.

Primary Security : Second charge on entire current assets including stocks comprising raw materials, stocks in progress, finished goods, consumable stores and spares and receivables in the name of company with Axis Bank both present and future.

Collateral Security : Second charge on following collateral securities

1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, Gram Musakhedi, Indore - 452001. Owned by IFF Overseas Private Limited

2. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

3. Residential Property - Flat no. G-2, Ground Floor, Plot no. 14, RK Puram Colony, Gurukripa Apartment, Near Industry House Indore - 452001. owned by Mrs. Annapurna Maheshwari.

4. Residential Property - Flat no. G-1, Ground Floor, Plot no. 14, RK Puram Colony, Gurukripa Apartment, Near Industry House Indore - 452001. owned by Mrs. Pradeep Maheshwari.

5. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

Personal Guarantee of Prateek Maheshwari, Annapurna Maheshwari, Pradeep Maheshwari, Sakshi Rathi Maheshwari & Abhinav Kumar.

Corporate Guarantee of IFF Overseas Pvt. Ltd.

C. All Vehicle Loans from Kotak Mahindra Bank,ICICI Bank and Bank of Baroda are secured against hypothication of respective vehicles

22.1 Security Details

A. Loans repayable on demand from Axis Bank Ltd. Indore is secured by First Parri Passu Charge on Primary as well as Collateral Security.

Primary Security : First Parri Passu charge on entire current assets including stocks comprising raw materials, stocks in progress, finished goods, consumable stores and spares and receivables in the name of company with HDFC Bank both present and future.

Collateral Security : First Parri Passu charge on following collateral securities

1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, Gram Musakhedi, Indore - 452001. Owned by IFF Overseas Private Limited.

2. Industrial Property - Survey No. 140/2/2 Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001 owned by M/s IFF Overseas Pvt Ltd.

3. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

4. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

B. Loans repayable on demand from HDFC Bank, Indore are secured by First Parri Passu charge on Primary as well as

Collateral Securities.

Primary Security : First Parri Passu charge on entire current assets including stocks comprising raw materials, stocks in

progress, finished goods, consumable stores and spares and receivables in the name of company with Axis Bank both

present and future.

Collateral Security : First Parri Passu charge on following collateral securities

1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, Gram Musakhedi, Indore - 452001. Owned by IFF Overseas Private Limited

2. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

3. Residential Property - Flat no. G-2, Ground Floor, Plot no. 14, RK Puram Colony, Gurukripa Apartment, Near Industry House Indore - 452001. owned by Mrs. Annapurna Maheshwari.

4. Residential Property - Flat no. G-1, Ground Floor, Plot no. 14, RK Puram Colony, Gurukripa Apartment, Near Industry House Indore - 452001. owned by Mrs. Pradeep Maheshwari.

5. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

Personal Guarantee of Prateek Maheshwari, Annapurna Maheshwari, Pradeep Maheshwari, Sakshi Rathi Maheshwari

& Abhinav Kumar.

Corporate Guarantee of IFF Overseas Pvt. Ltd.

Company had received an order from Commissioner of Customs, NS-V/CAC/JNCH against the demand cum show cause notice under Section 28(4) read with section 124 of the Custom Act, 1962 served from the Directorate of Revenue Intelligence (DRI) for short payment of duty due to non-inclusion of certain payments to vendors for determining assessable value for payment of Custom Duty. The Company is confident that its position will likely be upheld in the appellate process against the above demand.

Note 41 Capital Management

The Company’s capital management objectives are:

(a) to ensure the Company’s ability to continue as a going concern; and

(b) to provide an adequate return to shareholders through optimization of debts and equity balance.

The Company monitors capital on the basis of the carrying amount of debt less cash and cash equivalents, bank balances (excluding earmarked balances with banks.

Ensure financial flexibility and diversify sources of financing and their maturities to minimize liquidity risk while meeting investment requirements.

Proactively manage group exposure in forex, interest and commodities to mitigate risk to earnings.

Leverage optimally in order to maximize shareholder returns while maintaining strength and flexibility of the Balance sheet.

This framework is adjusted based on underlying macro-economic factors affecting business environment, financial market conditions and interest rates environment.

Note 43 Financial Risk Management:

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.

The Company’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same.

Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities.

Credit Risk

Credit risk is the risk that a customer or counterparty to a financial instrument fails to meet its contractual obligations causing financial loss to the company. Credit risk arises mainly from the outstanding receivables from customers. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of counterparty to which the Company grants credit terms in the normal course of business.

The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers.

Liquidity Risk

Liquidity risk arises from the Company’s inability to meet its financial obligation as it becomes due.

The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation.

Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices.

Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long term debt.

The Company is exposed to market risk primarily related to foreign exchange rate risk.

Thus, the Company’s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Foreign exchange risk:

Import made by company during the year is not significant, however company monitors foreign exchange fluctuation and do forward booking whenever there is volatility in forex.

Sensitivity:

Effect of fluctuation of foreign currency in the Company for the years ended March 31, 2024 is H 2.87 Lacs ; March 31, 2023 is H10.66 Lacs.

Hedge Accounting:

The Company does not have any financial instruments which are subject to benchmark reforms. Consequentially, the Company does not have any risk of being exposed to such interest rate benchmark reforms.

Note 44 Employee benefit plans:

Risks

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

i) Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below this rate, it will create a plan deficit.

ii) Interest rate risk - A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the return on the plan’s debt investments.

iii) Longevity risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Note 45 Employee share based payment plans:

45.1 The Company has Employee Stock Option Scheme,i.e, ESOP Scheme - 2020 under which options have been granted. Total Number of options available that is available under this scheme is 5,29,140 (Previous Year 2,11,656) out of which compnay has offered 2,40,000 options with 4 different vesting periods this year.

45.3 Fair Value on the date of grant

The fair value at grant date is determined using “Black Scholes Model” which takes into account the exercise price, term of the option, share price at grant date and expected price volatility of the underlying shares, expected dividend yield and the risk free interest rate for the term of the option.

Reasons for material discrepancies : Generally, Debit note and Credit notes related to Purchase and sales are finalized post submission of monthly statement, Managment can’t hold submission of monthly statement more than 10 days of subsequent month so there will be difference. Reversal of Goods in transit is done on quarterly basis which will make difference in monthly statements. Variance in books include creditor for goods, Opex & Capex, where as in Stock statement only creditors for goods is considered.

2 The Company has not granted any loans or advances in the nature of loans to promoters, directors and KMPs, either severally or jointly with any other person.

3 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

4 No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

5 No proceedings have been initiated or pending against Company for holding any Benami Property under Prohibitions of Benami Transactions Act,1988 (Earlier titled as Benami transactions (Prohibitions) Act,1988.

6 The Company is not declared a wilful defaulter by any Bank or Financial Institution or any other lender.

7 The Company has no transaction with struck off companies under section 248 of the Companies Act,2013 or under section 530 of Companies Act,1956.

8 No charges of satisfaction are pending for registration with the Registrar of Companies (ROC).

9 The Company has no Subsidiary therefore the clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017 is not applicable.

10 The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.

11 There are no immovable properties (other than properties where the Company is the lessee, and the lease agreements are duly executed in favour of the lessee)

12 There are no investment in properties.

13 The Company has not revalued its Property, Plant and Equipment during the year.

14 The Company has not revalued its intangible assets during the year.

15 The Company has allotted 5,00,000 equity shares of face value 10/- each (‘Equity Shares”) at an issue price of H 309.24 per equity share on 6th September, 2023 in accordance with the provisions of Chapter V of the SEBI ICDR Regulations aggregating to H 1,546.05 Lakhs for cash consideration by way of preferential allotment. The listing of the said issue is approved by the both the Exchanges (NSE & BSE) on 25.10.2023. The fund raised have been used for the purpose for which they were received.

16 The amount borrowed from Banks and Financial Institution have been used for the specific purpose for which it was sanctioned.

17 The Board of Directors have approved Scheme of Amalgamation with M/s IFF Overseas Private Limited (Transferor Company). The Scheme of Amalgamation is approved by the Stock Exchanges. The management will submit the scheme to National Company Law Tribunal (NCLT) in due course of time for sanction. The appointed date proposed is 1st April, 2024. The transferor company is under the control of the promoters.

Note 47 Rounding off

The figures appearing in financial statements haves been rounded off to the nearest lakhs, as required by General Instructions for preparation of Financial Statements in Division II Schedule III to the Companies Act,. 2013.

Note 48 Approval of Financial Statements

The Financial Statements were approved for issue by Board of directors in its meeting held on 28th May, 2024.

Note 49 Operating Segments

The Group has only one reportable operating segment i.e. “Trading of Travel Bags and accessories”.

Customer contributing more than 10% of revenue :- Two customers revenue aggregating to H 10035 Lakhs (Previous Year 5424 Lakhs).

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Mar 31, 2023

a. The aggregate depreciation has been included under depreciation and amortisation expense in the Statement of Profit and Loss.

b. The Company determines that a contract is or contains a lease, if the contract conveys right to control the use of an identified asset for a period of time in exchange for a consideration. At the inception of a contract which is or contains a lease, the Company recognizes lease liability at the present value of the future lease payments for non-cancellable period of a lease which is not short term in nature except for lease of low value items. The future lease payments for such non-cancellable period is discounted using the Company’s incremental borrowing rate. Lease payments include fixed payments. The Company also recognizes a right of use asset which comprises of amount of initial measurement of the lease liability. Right of use assets is amortized over the period of lease.

c The Company has not revalued any of its Property, plant and equipments during the year.

9.1 Inventory consists of stock-in-trade and is measured at the lower of cost and net realisable value. The cost of inventories of items that are not ordinarily interchangeable are assigned by using specific identification of their individual costs. The cost of other inventories is based on the first-in-first out method.

Cost of stock-in-trade includescost of purchases and other costs incurred in bringing the inventories to its present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and costs necessary to make the sale.

9.2 The carrying amount of inventory is hypothecated to secure working capital facilities of H 2500 Lakhs (previous year 2100 Lakhs).

9.3 The details of charge created on stocks, book debts and other current assets are as per Note 19.

10.1 *The allowance for bad & doubtful debts (for impairment of trade receivable) has been made on the basis of Expected Credit Loss (ECL) method based on management''s judgement. To the extent of ECL provision, the trade receivables have been classified as doubtful and the remaining have been considered as good.

10.2 No trade or other receivables are due from directors or other office of the Company either severally or jointly with any other persons.

10.3 Trade receivables are non-interest bearing and are generally on terms of 30 to 120 days.

16.2 Terms/rights attached to Equity Shares

The Company has only one class of equity shares having a par value of H 10 per share. Each holder of equity shares is entitled to one vote per share.

Each equity shareholder is entitled to dividends as and when the Company declares and pays dividend after obtaining shareholders’ approval.

In the event of liquidation of the Company, the holders of equity shares are entitled to receive the remaining assets of the Company, after meeting all liabilities and distribution of all preferential amounts, in proportion to their shareholding.

During the year, the company declared an interim dividend of H 0.50 per equity share ( 5% ). The Board of Directors of the company has recommended a final dividend of H 0.50 (5%) per equity share on 1,05,82,800 equity shares of H 10/- each subject to share holder''s approval in the forthcoming Annual General Meeting.

Nature and purpose of each reserve

17.1 Securities premium: The amount received in excess of face value of the equity shares is recognised in securities premium. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium. It is utilised in accordance with the provisions of the Companies Act, 2013.

17.2 General reserve: The reserve arises on transfer portion of the net profit pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013. The retained earnings represent the net surplus of income over expenses. It is part of free reserves of the Company.

17.3 Dividend: The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval by the shareholders of the company in the ensuing Annual General Meeting. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Board of Directors have proposed Final Dividend of H 1.00 per share for the Financial Year 2022-23 (Previous Year Nil).

17.4 Retained Earnings: The balance in the Retained Earnings represents the accumulated profit after payment of dividends, transfer to General Reserve and adjustments of actuarial gains/(losses) on Defined Benefit Plans.

17.5 Share Based Payment Reserve: The reserve is created on account of equity share settled options granted to the employees of the Company.

18.1 Security:

A. Term loan from Axis Bank Ltd. Indore under Emergency Credit Line Guarantee Scheme is secured by way of Extension of Charge on Primary as well as Collateral Security availble with the bank for Working Capital Limits.

B. Term loan from HDFC Bank, Indore under Union Guaranteed Emergency Line Scheme is secured by way of Extension of Charge on Primary as well as Collateral Security availble with the bank for Working Capital Limits.

C. Personal & Corporate Gurantee given on Working Capital Limits also got extended on both term loans.

(Emergency Credit Line Guarantee Scheme (ECLGS) secured by hypothecation of all current assets with equitble mortgage on existing collatoral with bank & one vehicle loan secured by hypothecation of sepcified vehicle)

The Company has used the borrowings from the banks for the specific purpose for which it was taken at the balance sheet date. All the quarterly returns filed by the Company with the banks in which total current assets and current liabilities are in agreement with the books of account for financial year 22-23 and 21-22.

23.1 Security Details

A. Loans repayable on demand from Axis Bank Ltd. , Indore are Secured by pari-passu charge by way of hypothecation on Company’s entire stocks at the Company’s Wareshoues , stores or at any other places, book debts, receivables and other current assets (both present and future) along with Union Bank of India.

Exclusive charge on the Industrial property situated at Survey No. 140/2/2, Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001 owned by M/s IFF Overseas Pvt. Ltd.

Exclusive charge on insurance policy of Mr. Pradeep Maheshwari.

Upfront Cash margin: In Name of Brand Concept Ltd. in form FD of Rs 4.05 Crs

Personal Guarantee of Prateek Maheshwari, Annapurna Maheshwari, Pradeep Maheshwari , Sakshi Rathi Mheshwari & Abhinav Kumar. Corporate Guarantee of IFF Overseas Pvt. Ltd.

B. Loans repayable on demand from HDFC Bank , Indore are Secured by pari-passu charge by way of hypothecation on Company’s entire stocks at the Company’s Wareshoues , stores or at any other places, book debts, receivables and other current assets (both present and future) along with Axis Bank Ltd.

Exclusive charge on the Industrial Plot situated at Survey No. 140/2, Peki, Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001 owned by M/s IFF Overseas Pvt. Ltd.

Exclusive charge on Residential Flat No. G1 Ground Floor , Gurukripa Apartment , Plot No. 14 , RK Puram Colony Owned by Mr. Pradeep Maheshwari.

Exclusive charge on Residential Flat No. G2 Ground Floor , Gurukripa Apartment , Plot No. 14 , RK Puram Colony Owned by Mrs. Annapurna Maheshwari.

Exclusive charge on Residential Flat No. 202 Arms Majestic Plot no. 34-C, Sector F, Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

Exclusive charge on Residential Flat No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.

Exclusive charge on insurance policy of Mr. Prateek Maheshwari.

Personal Guarantee of Prateek Maheshwari, Annapurna Maheshwari, Pradeep Maheshwari , Sakshi Rathi Mheshwari & Abhinav Kumar. Corporate Guarantee of IFF Overseas Pvt. Ltd.

The Company’s capital management objectives are:

(a) to ensure the Company’s ability to continue as a going concern; and

(b) to provide an adequate return to shareholders through optimization of debts and equity balance.

The Company monitors capital on the basis of the carrying amount of debt less cash and cash equivalents, bank balances (excluding earmarked balances with banks.

Ensure financial flexibility and diversify sources of financing and their maturities to minimize liquidity risk while meeting investment requirements.

Proactively manage group exposure in forex, interest and commodities to mitigate risk to earnings.

Leverage optimally in order to maximize shareholder returns while maintaining strength and flexibility of the Balance sheet.

This framework is adjusted based on underlying macro-economic factors affecting business environment, financial market conditions and interest rates environment.

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities.

Credit Risk

Credit risk is the risk that a customer or counterparty to a financial instrument fails to meet its contractual obligations causing financial loss to the company. Credit risk arises mainly from the outstanding receivables from customers. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of counterparty to which the Company grants credit terms in the normal course of business.

The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers.

Liquidity Risk

Liquidity risk arises from the Company’s inability to meet its financial obligation as it becomes due.

The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation.

Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices.

Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long term debt.

The Company is exposed to market risk primarily related to foreign exchange rate risk.

Thus, the Company’s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Foreign exchange risk:

There are no foreign exchange transactions in the Company. Consequentially, no foreign exchange risk arises from foreign currency revenues

and expenses. As a result, if the value of the Indian rupee appreciates relative to foreign currencies, the Company’s revenues and expenses

measured in Indian rupees are not affected.

Sensitivity:

There is no effect of fluctuation of foreign currency in the Company for the years ended March 31,2023 and March 31,2022.

Hedge Accounting:

The Company does not have any financial instruments which are subject to benchmark reforms. Consequentially, the Company does not have

any risk of being exposed to such interest rate benchmark reforms.

Note 44 Employee benefit plans:

Risks

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

i) Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below this rate, it will create a plan deficit.

ii) Interest rate risk - A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the return on the plan’s debt investments.

iii) Longevity risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

45.1 The Company has Employee Stock Option Scheme,i.e , ESOP Scheme - 2020 under which options have been granted. Total Number of options available that is available under this scheme is 5,29,140 ( Previous Year 2,11,656 ) out of which compnay has offered 75,000 options with 3 different vesting periods.

45.3 Fair Value on the date of grant

The fair value at grant date is determined using “Black Scholes Model” which takes into account the exercise price, term of the option, share price at grant date and expected price volatility of the underlying shares, expected dividend yield and the risk free interest rate for the term of the option.

Note 46 Relationship with Struck off Companies

There are no transactions with struck-off companies.

Note 47 Details of Crypto Currency or Virtual Currency:-

The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.

Note 48 Additional Regulatory Information:-

1 No procedings have been initiated or pending against Company for holding any Benami Property under Prohibitions of Benami Transactions Act,1988 (Earliers titled as Benami transactions (Prohibitions) Act,1988

2 The quarterly returns/statement of current assets filed by Company with Banks for Borrowings are in agreement with the books of accounts.

3 The Company is not declared a wilfull defaulter by any Bank or Financial Institution or any other lender.

4 The Company has no transaction with Companies which are stuck off under section 248 of the Companies Act,2013 or under section 530 of Companies Act,1956.

5 No charges of satisfication are pending for registration with the Registrar of Companies (ROC) except for 3 Loans From Mas financial Services.

6 The Company has no subsidiary. The clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017 is not applicable.

7 Title deeds of immovable properties not held in the name of Company. Details of all the immovable properties (other than properties where the Company is the leesee of and the lease agreements are duly executed in favour of the leesee) whose deeds are held in the name of the Company.

8 There are no investment in properties

9 The Company has not revalued its Property,Plant and Equipment during the year.

10 The Company has not revalued its intangible assets during the year.

11 During the year, the Company has not issued any securitites.

12 The amount borrowed from Banks and Financial Institution have been used for the specific purpose it was taken.

Note 49 Rounding off

The figures appearing in financial statements haves been rounded off to the nearest lakhs, as required by General Instructions for preparation of Financial Statements in Division II Schedule III to the Companies Act,. 2013.

Note 50 Approval of Financial Statements

The Financial Statements were approved for issue by Board of directors in its meeting held on 25th May, 2023.

51 Dividend

The Board of Directors have proposed Final dividend of H 1.00/- per equity share subject to approval by the shareholders in the general meeting. If approved, this will result in payment of dividend of H 1.06 Cr.

The Group has only one reportable operating segment i.e. “Trading of Travel Bags and accessories”.

The revenues from external customers are attributable to India. The non-current assets are also located within India.

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Mar 31, 2018

NOTE: 1 CORPORATE INFORMATION

Brand Concepts Limited was promoted as a Private Limited Company under the provisions of the Companies Act, 1956. Company is a trading company which deals in branded fashion accessories and works on the basis of specialized marketing concepts.

2. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2nd October 2006 Certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. The Management has confirmed that none of the suppliers have confirmed that they are registered under the provisions of this Act. In view of this, the liability o: the interest and disclosures are not required to be disclosed in the financial statement.

3. In Accordance with the Accounting Standards (AS) -11 “The effects of changes in foreign exchange rates” issued by the Institute of Chartered Accountants of India (ICAI) and notified under the Companies Accounting Standards Rules, 2006, the receivables at the balance sheet date are treated as monetary items and are therefore reported using the closing rates.

4. Segment Reporting :

In accordance with Accounting Standard 17 “Segmental Reporting”, the Company has determined its business segment a; Trading of Travel Bags and accessories. Since more than 90% of business is from Trading of Travel Bags and accessories, there are no other primary reportable segments. Thus, the segment revenue, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge of depreciation and amortization during the year are all as is reflected in the financial statements as at and for the year ended March 31, 2018. The Company is primarily operating in domestic market and hence there are no reportable geographical segments.

5. Management certify that the value on realisation of loans and advances and current assets have the value, in the ordinary course of business, not less than the value at which they are stated in the Balance Sheet.

6. Previous years figures have been re-grouped and re-arranged wherever considered necessary.

Purchases of current year are not comparable with previous year as purchase of Previous year Includes Excise Duty which was a cost to the company, where as w.e.f. 01.07.2017 GST on Purchase (Excise Duty) is availbale as Input credit thus does not includes in purchases.