Brand Concepts Ltd Directors Report

Dear Shareholders,

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:

In H Lakhs (except per share data)

Standalone Consolidated

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

Standalone:

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

Consolidated:

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

2. State of Companys 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 Honble 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 Companys 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 Honble 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 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, 2025. The Company received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 16(1)(b) & 25 of SEBI LODR Regulations. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations. The directors further confirmed that they have complied with the Code of Conduct as per SEBI (Prohibition of Insider Trading) Regulations. The Company has obtained declaration from all the Independent Directors of the Company undertaking that they do not have any pecuniary relationship or transactions with the Company.

9. 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 2024- 25, 5 (five) Board Meetings were held. The meetings were held in accordance with the applicable provisions of the Act. The details relating to Board Meetings and attendance of Directors in each Board Meeting held during 2024-25 has been separately provided in the Corporate Governance Report. The interval between any two Board Meetings was well within the maximum allowed gap of 120 days. During the year, some of the businesses were considered by the Board by passing resolutions by circulation.

11. Committees of the Board

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

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report. There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

12. Board Evaluation

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

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

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

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

The 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 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 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

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 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.

In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy on dealing with Related Party Transactions (RPTs) and the same is available on the website of the Company at www.brandconcepts.in Further, the Company has not entered any contracts/ arrangements/transactions with related parties which are material in nature in accordance with the Related Party Transactions Policy of the Company nor any transaction has any potential conflict with the interest of the Company at large.

19. Particulars of Loans Guarantees & Investments

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

20. Particulars of Employees

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

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

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

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

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

(A) Conservation of Energy: i) the steps taken or impact on conservation of energy - NIL ii) the steps taken by the company for utilising alternate sources of energy; - NIL iii) the capital investment on energy conservation equipments - NIL

(B) Technology absorption, Adaption, and Innovation

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

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

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year - NIL a) the details of technology imported; b) the year of import; c) whether the technology been fully absorbed; d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development - NIL

(C) Foreign exchange Earnings and Outgo:

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

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

23. Auditors & Audit Reports

Statutory Auditors and 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 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.

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 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.

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 Therewerenoinstancesofreportingundervigilmechanism 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 (ESOP20) 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 Companys ESOP Scheme.

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

The disclosure pursuant to the provisions of Regulation 14 of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015 and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is given in Annexure II and also disclosed on the website of the Company and can be accessed at www.brandconcepts.in . The ESOP 2020 is in compliance with applicable provisions of the Companies Act, 2013, and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

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

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, the Company has constituted an Internal Complaints Committee (ICC) to look into complaints, if any, relating to sexual harassment.

The policy on prevention of sexual harassment at workplace can be accessed through the website at www. brandconcepts.in . During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Sr. 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, 2025	Nil

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

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

33. Code of Conduct for Prevention of Insider Trading in 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 Personal etc	III
Particulars of Top Ten Employees	IV
Secretarial Audit Report	V
Annual Report on CSR Activities	VI

35. General Disclosures

The Directors of the Company states that: -

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

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

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

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

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

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

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

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

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

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

Acknowledgement

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

The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company and its management and thank the 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	Abhinav Kumar
Managing Director	Whole Time Director
DIN: 00039340	DIN: 06687880
Date: 06th September, 2025
Place: Indore