1. Financial Result:
Dear Shareholders,
The Board of Directors take pleasure in presenting the 19th 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, 2026.
1. Financial Result:
The Audited Financial Statements for the Financial Year ended 31st March, 2026, 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 recognized 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. The Financial Performance of the Company is summarized in the table below:
In ? Lakhs (except per share data)
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Revenue from Operations | 34,806.91 | 29,191.88 | 34,806.91 | 29,191.88 |
| Other Income | 187.76 | 110.40 | 187.76 | 110.40 |
| Total Income | 34,994.67 | 29,302.28 | 34,994.67 | 29,302.28 |
| Profit Before Exceptional Items and Tax | 130.48 | 767.98 | 142.32 | 767.98 |
| Exceptional Items | (76.28) | 0.00 | (76.28) | 0.00 |
| Profit Before Tax | 54.20 | 767.98 | 66.04 | 767.98 |
| Tax Expense/(Credit) | 42.60 | 244.64 | 42.60 | 244.64 |
| Profit After Tax | 96.80 | 523.33 | 108.64 | 523.33 |
| Other Comprehensive Income/(Loss) | (11.20) | 18.34 | (11.20) | 18.34 |
| Total Comprehensive Income | 85.61 | 541.67 | 97.45 | 541.67 |
| Basic EPS (?) | 0.78 | 4.22 | 0.87 | 4.22 |
| Diluted EPS (?) | 0.77 | 4.13 | 0.86 | 4.13 |
Standalone:
The total revenue of the Company for the financial year 2025-26 stood at 349.95 crores as compared to 293.02 crores in the corresponding previous year, registering a growth of approximately 19.43% over the previous year. Despite the increase in revenue, the Companys profitability was impacted during the year, and it reported a net profit of 0.97 crores as compared to 5.23 crores in the previous year.
Consolidated:
The total consolidated revenue of the Company for the financial year 2025-26 stood at 349.95 crores as compared to 293.02 crores in the corresponding previous year, registering a growth of approximately 19.43% over the previous year. Consequently, the Company reported a consolidated net profit of 1.09 crores as compared to 5.23 crores in the previous year.
2. State of Companys Affairs:
During the financial year 2025-26, your Company continued to focus on strengthening its presence in the travel gear, backpacks, luggage, and related accessories segment through product innovation, brand development, and expansion of its distribution network. The year witnessed healthy growth in revenue, reflecting the Companys continued efforts to enhance market reach and customer engagement.
On a standalone basis, the total revenue of the Company increased to 349.95 crores from 293.02 crores in the previous financial year, registering a growth of approximately 19.43%. The Company reported a net profit of 0.97 crores as against 5.23 crores in the previous year.
On a consolidated basis, the total revenue stood at 349.95 crores as compared to 293.02 crores in the previous year, reflecting a growth of approximately 19.43%. The consolidated net profit for the year amounted to 1.09 crores as compared to 5.23 crores in the previous year.
While the Company achieved robust revenue growth during the year, profitability was impacted by increased operating expenses, higher finance costs, investments in capacity expansion, brand-building initiatives, product development activities, and costs associated with strategic growth initiatives. Further, exceptional items recognized during the year also affected the overall profitability.
These investments and expenditures have been undertaken with a long-term perspective to strengthen the Companys operational capabilities, enhance brand equity, and support future growth. The Company remains focused on improving operational efficiencies, expanding its product portfolio, strengthening its distribution network, and leveraging emerging market opportunities. The management is confident that the strategic initiatives undertaken during the year will contribute positively to the Companys performance and create sustainable value for all stakeholders in the years ahead. 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.
During the year under review, the Company continued to strengthen its manufacturing capabilities for travel gear, backpacks, luggage and related accessories. The Company focused on enhancing production capacity, improving manufacturing processes and operational efficiencies, and maintaining quality standards to support the growing demand for its products. These initiatives are aimed at building a robust and scalable manufacturing base and supporting the Companys long-term business and growth objectives.
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, 2026. 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 companies.
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, 2026 in the profit and loss account.
5. Changes in Share Capital of the Company
a) Authorised Share Capital
During the year, there is no change in the Authorised Share capital of the company.
b) Issued, Subscribed and Paid-up Share Capital
During the year under review, the Companys paid-up share capital increased from 12,42,18,770 to 12,48,18,770 on account of the following:
During the year under review, the Company also issued and allotted 6,10,000 (Six Lakh Ten Thousand) warrants at an issue price of Rs. 327.80 per warrant to the Promoter & Promoter Group, Mr. Prateek Maheshwari (Managing Director) pursuant to the approval of the members at the Extra Ordinary General Meeting of the Company held on 16th October, 2025 and in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.
The warrant holders have paid 25% of the issue price upfront, amounting to 4,99,89,500, which was received by the Company on 03 December 2025, with the balance 75% payable upon exercise of the warrants, of which an ad hoc payment of 2,50,00,000 was received on 27 February 2026, in accordance with the applicable terms and within the prescribed period.
Upon exercise of the warrants and payment of the balance amount, the warrants shall be converted into equivalent number of fully paid-up equity shares of the Company, subject to applicable regulatory approvals and the terms of the issue.
6. Details of Subsidiary, Joint Ventures & Associates/ Consolidated Financial Statements:
The Company has one Associate Company, namely 7E Wellness India Private Limited, which was incorporated on March 26, 2021 and became an associate of the Company on October 20, 2022. The shareholding of the associate company is held by 7E Wellness Inc. (51%) and Brand Concepts Limited (49%).
During the financial year 2025-26, the associate company recorded a turnover of 107.27 Lakhs as against 100.13 Lakhs in the previous financial year 2024-25. The loss before tax for FY 2025-26 stood at 114.08 Lakhs as compared to a loss before tax of 66.55 Lakhs in FY 2024-25.
The Consolidated Financial Statements of the Company, incorporating the financial statements of its associate company, have been prepared in accordance with the provisions of the Companies Act, 2013 and the applicable accounting standards. The same form part of this Annual Report and shall be placed before the Members at the ensuing Annual General Meeting.
During the year under review, no company ceased to be a subsidiary, joint venture or associate of the Company.
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 2026, 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 Companys Articles of Association, Mrs. Annapurna Maheshwari (DIN 00038346) is liable to retire by rotation and being eligible offers herself for reappointment as director of the company. The composition and category of Directors as well as of KMPs are as follow:
| Sr. no. | Name of Director | Designation | DIN |
| 1 | Mr. Prateek Maheshwari | Managing Director | 00039340 |
| 2 | Mr. Abhinav Kumar | Whole Time Director & CFO | 06687880 |
| 3 | Mrs. Annapurna Maheshwari | Non-Executive & Non-Independent Director | 00038346 |
| 4 | Mr. Narender Tulsidas Kabra | Independent Director | 06851212 |
| 5 | Mr. Kushagra P Toshniwal | Independent Director | 07117429 |
| 6 | Mr. Manish Saksena | Independent director | 08014657 |
| 7 | Mr. Govind Shrikhande | Independent Director | 00029419 |
| 8 | Ms. Swati Gupta | Company Secretary & Compliance Officer | - |
The Directors on the Board have submitted a notice of interest under section 184(1) i.e. in MBP 1, intimation u/s 164(2) i.e. in Form DIR 8, and declaration as to compliance with the code of conduct of the Company. The brief resume and other information of Mrs. Annapurna Maheshwari, as required under regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), are given in the Notice of the ensuing Annual General Meeting, which forms part of the Annual Report.
Mr. Prateek Maheshwari (Managing Director), Mr. Abhinav Kumar (Whole Time Director & Chief Financial Officer) and Ms. Swati Gupta (Company Secretary & Compliance Officer) are the key managerial personnel of the Company.
During the year under review, there was no change in the directors and key managerial personnel of the Company.
8. Declaration By Independent Directors
There were four Independent Directors on the Board of the Company as on 31st March, 2026. The Company received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 16(1)(b) & 25 of SEBI LODR Regulations.
The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations. The directors further confirmed that they have complied with the Code of Conduct as per SEBI (Prohibition of Insider Trading) Regulations.
The Company has obtained declaration from all the Independent Directors of the Company undertaking that they do not have any pecuniary relationship or transactions with the Company.
9. Companys Policy on Appointment and Remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other Employees.
The Company has in place a Policy on Nomination & Remuneration for Directors, Key Managerial Personnel (KMP) and Senior Management, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs, Senior Management and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations. The Remuneration paid to the Directors is in line with the Remuneration Policy of the Company.
The Nomination and Remuneration policy is available on the website of the Company at www.brandconcepts.in
10. Number of Meetings of Board
Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Companys financial performance. During the Financial Year 2025-26, 7 (Seven) Board Meetings were held. The meetings were held in accordance with the applicable provisions of the Act. The details relating to Board Meetings and attendance of Directors in each Board Meeting held during 2025-26 has been separately provided in the Corporate Governance Report. The interval between any two Board Meetings was well within the maximum allowed gap of 120 days. During the year, some of the businesses were considered by the Board by passing resolutions by circulation.
11. Committees of the Board
The constitution of the Board Committees is in acquiescence of provisions of the Act and the relevant rules made thereunder and Listing Regulations of the Company. The Board has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.
The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.
There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.
12. Board Evaluation
The Nomination and Remuneration Committee of the Company had approved a Nomination and Remuneration policy containing the criteria for performance evaluation, which was approved and adopted by the Board of Directors.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the performance of its committees, and that of the individual Directors.
The evaluation process was conducted through a structured questionnaire covering various aspects such as the composition and structure of the Board and its Committees, effectiveness of Board processes, information flow, functioning, decision-making, and the performance of individual Directors, including Independent Directors and the Chairperson.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The Nomination and Remuneration Committee also reviewed the performance of the Board, its committees, and individual Directors. The feedback from the evaluation was discussed at the Board meeting and noted for further improvement and action, wherever required.
The Boards 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 26.03.2026 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, 2026, 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, 2026 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, 2026 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, 2026.
(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, 2026.
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 Companys 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
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was required to undertake Corporate Social Responsibility (CSR) activities during the financial year 2025-26.
In line with its CSR Policy, the Company undertook initiatives in the areas of education and training, promotion of handicrafts, skill development, and community development, thereby contributing towards the socio-economic welfare of society.
Based on the average net profits of the preceding three financial years, the Company was required to spend 25,15,091 (Rupees Twenty-Five Lakh Fifteen Thousand Ninety-One Only) towards CSR activities during FY 2025-26. Out of the said amount, 10,79,759 (Rupees Ten Lakh Seventy-Nine Thousand Seven Hundred Fifty-Nine Only) remained unspent as on March 31, 2026. The unspent amount shall be transferred to a fund specified in Schedule VII to the Companies Act, 2013 within the prescribed timeline.
A brief outline of the Companys CSR Policy and the initiatives undertaken during the year are provided in Annexure VI forming part of this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is also available on the Companys 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 arms length and not material as per the Related Party Transaction policy, thus, disclosure in Form AOC-2 is not required.
The Company has entered into Related Party Transactions which are not material and which are on arms length basis and in the ordinary course of business. The disclosure of transactions with related parties for the financial year is given in Notes to Accounts of the Balance Sheet. As required under the Act, the prescribed Form AOC-2 is appended as Annexure to the Boards report.
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, 2026 of 87.94 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 utilizing 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 -
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.
| Particulars | Amount |
| Earnings in Foreign Currency | NIL |
| Expenses in Foreign Currency | 46.00 Lacs |
| Value of Imports on C.I.F Value | 4966.17 Lacs |
| Travelling Expenses | 92.81 Lacs |
| Royalty in foreign Currency | 92.14 Lacs |
23. Auditors & Audit Reports
Statutory Auditors and Auditors 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 (Firms 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 2025-26 and the Reports are self-explanatory. The said Auditors Reports for the Financial Year ended March 31, 2026, on the Financial Statements of the Company forms part of this Annual Report.
Internal Auditors
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 Companys processes. The Internal Audit 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 2026-27.
Secretarial Auditors & Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has undertaken Secretarial Audit and Annual Secretarial Compliance Audit for the financial year ended March 31, 2026.
M/s. Manju Mundra & Co., Practicing Company Secretaries, Peer Reviewed Firm of Company Secretaries in Practice, continue to act as the Secretarial Auditor of the Company in accordance with the approval accorded by the Members of the Company.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 are annexed to this Report as Annexure V. The Secretarial Audit Report do not contain any qualification, reservation, adverse remark or disclaimer.
Cost Auditors and Cost Audit Report
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 Companys 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, 2026.
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 2025-26 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 instituted the Brand Concepts Employee Stock Option Scheme, 2020 ("ESOP 2020") in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Scheme aims to attract, retain and motivate employees and align their interests with the long-term growth and performance of the Company. The Nomination and Remuneration Committee administers and monitors the implementation of the Scheme.
During the year under review, 60,000 stock options were exercised by eligible employees under ESOP 2020, resulting in the allotment of an equivalent number of equity shares of the Company.
The exercise price of 1,08,000 stock options granted on August 14, 2025 was revised from 569 per option to 276 per option pursuant to the approval obtained from the shareholders of the Company and in accordance with the applicable provisions of law.
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.
| S. No. | Particulars | Remarks |
| (a) | No. of complaints received during the year | Nil |
| (b) | No. of complaints disposed of during the year | Nil |
| (c) | No. of complaints pending as on 31st March, 2026 | Nil |
32. Compliance with Secretarial Standards on Board Meetings and General Meetings
During the Financial Year 2025-26, 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 Companys 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 Directors Report
The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:
| Particulars | Annexures |
| Related Party Transactions in AOC 2 | I |
| Disclosure under regulation 14 of SEBI ESOP Regulations | II |
| Disclosure of Ratio of remuneration of Directors and Key Managerial Personnel etc. | III |
| Particulars of Top Ten Employees | IV |
| Secretarial Audit Report | V |
| Annual Report on CSR Activities | VI |
35. General Disclosures
The Directors of the Company states that:
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 Companys 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 |
| Managing Director |
| DIN: 00039340 |
Abhinav Kumar |
| Whole Time Director |
| DIN: 06687880 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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