To
The Members
Brandman Retail Limited
(Formerly Brandman Retail Private Limited)
DPT 718-719, 7th Floor DLF Prime Tower,
Okhla Phase-1, Okhla Industrial Area Phase-I,
South Delhi, New Delhi-110020, India.
Dear Members,
Your directors have the pleasure of presenting their 5th Board Report of Brandman Retail Limited (Formerly known as Brandman Retail Private Limited) (CIN: L52399DL2021PLC383350) on the business and operations of the company for the year ended on March 31, 2026, together with Audited Financial Statements (Standalone and Consolidated) and the report of the auditors thereon.
1. FINANCIAL HIGHLIGHTS:
(in Lakhs)
| PARTICULARS | STANDALONE Year ended 31st March 2026 | STANDALONE Year ended 31st March 2025 | CONSOLIDATED Year ended 31st March 2026 | CONSOLIDATED Year ended 31st March 2015 |
| Revenue from business operations | 16,240.87 | 13,522.26 | 16,240.87 | 13,529.49 |
| Other income | 925.86 | 488.77* | 925.99 | 488.77* |
| Total income | 17,166.73 | 14,011.03 | 17,166.85 | 14,018.26 |
Expenses: |
||||
| (a) Purchase of Stock-in-Trade | 12,650.39 | 6,078.16 | 12,650.39 | 6,068.46 |
| (b) Changes in inventories of Finished goods | (2,881.29) | (3,123) | (2,881.29) | (14.95) |
| (c) Employee benefits expense | 695.93 | 525.30 | 695.93 | 525.31 |
| (d) Finance costs | 209.23 | 294.88 | 209.36 | 294.97 |
| (e) Depreciation and amortisation expense | 124.80 | 87.67 | 124.80 | 87.67 |
| (f) Other expenses | 2,952.56 | 4,222.93 | 2,953.05 | 4,223.82 |
| Total Expenses | 13,751.62 | 11,177.71 | 13,752.23 | 11,185.30 |
| Profit before exceptional and extraordinary items and tax | 3,415.11 | 2,833.32 | 3,414.62 | 2,832.96 |
| Exceptional items: Prior Period items | - | 6.87 | - | 6.87 |
| Profit Before Tax | 3,415.11 | 2,840.18 | 3,414.62 | 2,839.83 |
Tax Expenses |
||||
| Current Tax | 892.41 | 731.09 | 892.41 | 731.09 |
| Deferred Tax | 4.68 | (2.07) | 4.68 | (2.07) |
| Previous Year Tax Expenses | (11.89) | 6.44 | (11.89) | 6.44 |
| Profit/(Loss) for the period | 2,529.91 | 2,104.73 | 2,529.41 | 2,104.37 |
| Less: Minority Share | - | - | (0.02) | (0.02) |
| Profit/(Loss) for the period | 2,529.91 | 2,104.73 | 2,529.44 | 2,104.39 |
* The increase in Other Income during FY 2025-26 is primarily attributable to the classification of discount received under Other Income, which was earlier adjusted against purchases.
2. DIVIDEND
During the financial year under review, the Board of Directors has not recommended any dividend in view of the financial position of the Company.
3. TRANSFER TO RESERVE
4. TRANSFER OF UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND
5. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:
i. Segment-wise position of business and its operations: The Company is primarily engaged in the retail and distribution of footwear, apparel and accessories, with a focus on offering a diverse portfolio of reputed international and lifestyle brands to customers in the Indian market. The Company operates through a combination of retail and distribution channels, catering to evolving consumer preferences and market requirements.
ii. Change in the Status of the Company: During the financial year under review, the status of the Company changed from an unlisted company to a listed company pursuant to the successful completion of its Initial Public Offering ("IPO").
The Equity Shares of the Company were listed and admitted to dealings on the SME Platform of the National Stock Exchange of India Limited ("NSE Emerge") with effect from February 11, 2026, pursuant to the successful completion of the IPO and receipt of the requisite approvals from the concerned authorities.
Accordingly, with effect from February 11, 2026, the Company became a listed entity and is subject to the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in addition to the applicable provisions of the Companies Act, 2013 and other relevant laws and regulations.
iii. Change in the Financial Year: There is no change in the financial year followed by the Company.
iv. Capital Expenditure Programme: NA
v. Details and status of acquisition, merger, expansion, modernisation, and diversification: NA
vi. Developments, acquisitions, and assignments of material intellectual Property Rights: NA
6. CHANGE IN NATURE OF BUSINESS
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Subsequent to the financial year-end, as part of its financing initiatives, the Company entered into various agreements dated 13th August, 2026 in connection with the proposed issue of Unlisted, Secured, Redeemable, Fully Paid-up, Non-Convertible Debentures ("NCDs") having a face value of 10,000,000 each, aggregating to 10 Crores, on a private placement basis.
Pursuant to the aforesaid agreements and necessary approvals, the Company allotted the said NCDs on 18th August, 2026. The said issuance has resulted in additional borrowings of 10 Crores and corresponding financial obligations of the Company in accordance with the terms of the NCDs.
8. CAPITAL STRUCTURE
Authorised Share Capital
Paid-up Equity Share Capital:
The details of the allotments are set out below:
a. Private Placement - October 27, 2025: The Company allotted 7,26,190 Equity Shares of face value of 10/- each at a premium of 137/- per Equity Share, for cash consideration, pursuant to a private placement.
b. Private Placement - October 31, 2025: The Company allotted 51,020 Equity Shares of face value of 10/- each at a premium of 137/- per Equity Share, for cash consideration, pursuant to a private placement.
c. Private Placement - November 19, 2025: The Company allotted 38,776 Equity Shares of face value of 10/- each at a premium of 137/- per Equity Share, for cash consideration, pursuant to a private placement.
d. Initial Public Offering (IPO) - February 9, 2026: The Company allotted 48,91,200 Equity Shares of face value of 10/- each at a premium of 166/- per Equity Share, for cash consideration, pursuant to its Initial Public Offering.
9. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:
10. DETAILS OF DIRECTOR AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors and KMP as on 31 March 2026 is as follows:
| S. No. Name of Director | DIN/PAN | Category of Directorship |
| 1. Mr. Arun Malhotra | 01392489 | Chairman, Managing Director |
| 2. Mrs. Kavya Malhotra | 00599179 | Whole-time Director |
| 3. Ms. Kashika Malhotra | 10655701 | Non-Executive Director |
| 4. Ms. Neha Shukla | 11230754 | Independent Director |
| 5. Mr. Philippe Pierre Dubois | 10765485 | Independent Director |
| 6. Mr. Paul Jonathan Silvertown | 10769812 | Independent Director |
| 7. Ms. Sanchita Rameka | BQBPAl905N | Company Secretary |
(a) Names of the persons who have been appointed/ceased to be directors/and/or Key Managerial Personnel of the Company:
i. During the year:
| S. No. Name of the Director/KMP | DIN/PAN | Category of Directorship | Mode of appointment/ cessation/Change in Designation |
| 1. Ms. Neha Shukla | 11230754 | Independent Director | Appointment |
| 2. Mr. Philippe Pierre Dubois | 10765485 | Independent Director | Appointment |
| 3. Mr. Paul Jonathan Silvertown | 10769812 | Independent Director | Appointment |
| 4. Ms. Sanchita Rameka | BQBPAl905N | Company Secretary | Appointment |
| 5. Mr. Saket Prakash | ASCPP0029N | CFO | Appointment |
| 6. Ms. Sonal Mantri | 10616908 | Independent Director | Cessation |
| 7. Mr. Rajat Raja Kothari | 09604960 | Independent Director | Cessation |
| 8. Ms. Aarti Singh | BRNPS0627L | Company Secretary | Cessation |
| 9. Mr. Saket Prakash | ASCPP0029N | CFO | Cessation |
ii. After the end of the year and up to the date of the Report:
| S. No. Name of the Director/KMP | DIN/PAN | Category of Directorship | Mode of appointment/ cessation |
| 1. Mr. Ayushman Dubey | FGKPD4904H | CFO | Appointment |
| 2. Mr. Gaurav Sharma | 07929731 | Independent Director | Appointment |
| 3. Mr. Devendra Singh Negi | ACBPNI404E | CEO | Appointment |
| 4. Mr. Gaurav Sharma | 07929731 | Independent Director | Cessation |
| 5. Mr. Devendra Singh Negi | ACBPNI404E | CEO | Cessation |
11. INDEPENDENT DIRECTOR AND DECLARATION BY INDEPENDENT DIRECTOR AND STATEMENT ON COMPLIANCE ON COMPLIANCE OF CODE OF CONDUCT:
12. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
The Company has in place a Nomination and Remuneration Policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The Policy lays down the criteria for determining the qualifications, positive attributes and independence of Directors and the principles governing their remuneration.
There was no material change in the Policy during the financial year ended 31 March 2026.
The Company has adopted the above policy, which has been published on its Website at https://brandmanretail.com/pages/investor.
13. MEETING OF BOARD OF DIRECTORS:
The details of Board Meetings are given below:
01/04/2025, 07/04/2025, 16/04/2025, 30/04/2025, 13/05/2025, 19/05/2025, 20/05/2025, 21/05/2025, 04/06/2025, 26/06/2025, 01/08/2025, 08/08/2025, 09/08/2025, 16/08/2025, 25/08/2025, 04/09/2025, 05/09/2025, 06/09/2025, 08/10/2025, 10/10/2025, 16/10/2025, 27/10/2025, 31/10/2025, 11/11/2025, 19/11/2025, 19/01/2026, 23/01/2026, 25/01/2026, 28/01/2026, 29/01/2026, 09/02/2026
14. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENT UNDER SECTION 186:
15. RELATED PARTY TRANSACTIONS:
16. COMPLIANCE WITH SECRETARIAL STANDARDS:
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
| A. Conservation of Energy | |
| (i) The steps taken or the impact on the conservation of energy | Operations of the Company are not energy-intensive; still, the company has taken necessary steps to ensure optimum utilisation of energy. |
| (ii) The steps taken by the company to utilise alternative sources of energy | NIL |
| (ii) The steps taken by the company to utilise alternative sources of energy | NIL |
B. Technology Absorption |
|
| (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; | NIL |
| b) The year of import; | NIL |
| c) whether the technology been fully absorbed; | NIL |
| d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; | NIL |
| (iv) The expenditure incurred on Research and Development; | NIL |
C. Foreign Exchange Earnings and Outgo
Current Year 31st March, 2026 (Rs in Lakhs) |
Previous Year 31st March, 2025 (Rs in Lakhs) |
|
| Foreign Exchange Earnings | 4,654.79 | 1,918.70 |
| Foreign Exchange Outgo | 3982.89 | 1,280.94 |
18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
The Company understands that risk evaluation and mitigation is an ongoing processes within the organisation, and the Board of Directors is fully committed to the identification and mitigation of risk.
In the opinion of the Board, as of the date, there are no material risks that may threaten the existence of the Company.
19. DETAILS OF POLICY DEVELOPMENT AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
| CSR Committee | ||||
| 1. Ms. Neha Shukla | Independent Director | Chairperson | 2 | 2 |
| 2. Ms. Kashika Malhotra | Non-Executive Director | Member | 2 | 2 |
| 3. Mr. Arun Malhotra | Managing Director | Member | 2 | 2 |
The Company has completed its CSR Obligation. The details of the CSR Spending by the company are mentioned in "Annexure C".
20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
21. DEPOSITS:
22. MONEY RECEIVED FROM DIRECTOR AND/OR RELATIVES OF DIRECTORS:
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:
24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT:
25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
| Number of Complaints of sexual harassment received in a year | Number of complaints disposed of during the year | Number of cases pending for more than 90 days |
| - | - | - |
During the year under review, no case of sexual harassment was reported.
26. STATUTORY AUDITORS:
27. DISCLOSURE OF COMPOSITION OF THE AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
| Sr. No. Name of Member | Nature of Directorship | Designation |
| 1. Neha Shukla | Independent Director | Chairperson |
| 2. Philippe Pierre Dubois | Independent Director | Member |
| 3. Arun Malhotra | Managing Director | Member |
There were changes in the composition of the Audit Committee after the end of the financial year and up to the date of this Report. The Audit Committee was reconstituted from time to time during the said period pursuant to changes in its composition.
Mr. Gaurav Sharma was inducted as a member of the Audit Committee after the end of the financial year. Subsequently, upon his resignation/cessation, the Audit Committee was further reconstituted and Mr. Philippe Pierre Dubois was inducted as a member of the Audit Committee. Accordingly, as on the date of this Report, the composition of the Audit Committee is as follows:
Accordingly, as on the date of this Report, the composition of the Audit Committee is as follows:
| Sr. No. Name of Member | Nature of Directorship | Designation |
| 1. Neha Shukla | Independent Director | Chairman |
| 2. Philippe Pierre Dubois | Independent Director | Member |
| 3. Arun Malhotra | Managing Director | Member |
The Company has established a Vigil Mechanism/ Whistle Blower Policy enabling Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or other concerns. The mechanism provides adequate safeguards against victimisation and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS, OR ADVERSE REMARKS OR DISCLAIMERS MADE BY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
29. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS:
30. DISCLOSURE OF ANNUAL RETURN ON THE WEBSITE OF THE COMPANY:
31. DIRECTORS RESPONSIBILITY STATEMENT:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company, along with proper explanation relating to material departures, if any.
b) The director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) The director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities;
d) The director had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by the company, wherever required, and that such internal financial controls were adequate and were operating effectively, and
f) The director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
33. CONSOLIDATED FINANCIAL STATEMENTS:
34. REQUIREMENT FOR MAINTENANCE OF COST RECORDS:
35. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The evaluation was carried out based on various parameters, including composition and effectiveness of the Board and its Committees, participation and contribution of Directors, quality of deliberations, strategic guidance and discharge of responsibilities.
The performance evaluation of the Independent Directors was carried out by the Board, excluding the Director being evaluated. The Directors expressed their satisfaction with the evaluation process and the overall performance of the Board and its Committees.
36. REMUNERATION OF DIRECTORS AND EMPLOYEES:
The Annexure contains, inter alia, the ratio of remuneration of each Director to the median remuneration of employees and other prescribed particulars.
37. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT:
The Secretarial Audit was conducted by M/s. Mamta Binani & Associates in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Secretarial Audit Report for the financial year ended 31 March 2026 is annexed as Annexure E to this Boards Report and forms an integral part thereof.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comments from the Board of Directors.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report provides an overview of the Companys business operations, financial performance, industry and market developments, opportunities and challenges, risks and concerns, and future outlook, thereby providing stakeholders with an understanding of the Companys performance and strategic direction.
39. MATERNITY BENEFITS ACT, 1961:
The Company remains committed to providing a safe, supportive, and inclusive work environment and continues to implement policies that support the health and well-being of women employees, especially during maternity and post-maternity periods.
40. ACKNOWLEDGEMENT:
For Brandman Retail Limited
(Formerly known as Brandman Retail Private Limited)
| Date: 24.08.2026 |
| Place: Delhi |
| Sd/- |
| Arun Malhotra |
| Managing Director |
| DIN: 01392489 |
| Address: C-2A, Ansal Villas, Satbari, South Delhi, Delhi-110074, India |
| Sd/- Kavya Malhotra |
| Whole-time Director |
| DIN: 00599179 |
| Address: C-2/A, Kh No. 666, 789 G/F Ansal Farm Village Satbari, South Delhi, Delhi-110074, |
| India |
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