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:

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:

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.

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.

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.

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:

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.

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