Brandman Retail Ltd Directors Report

FOR THE FINANCIAL YEAR 2023-24 CORPORATE INFORMATION

BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2023-24

Mr. Arun Malhotra - Director Mr. Kavya Malhotra - Director

STATUTORY AUDITORS

M/s. Manish Pandey and Associates (FRN: 019807C), Chartered Accountants REGISTERED OFFICE ADDRESSDPT 718-719, 7th Floor DLF Prime Tower, Okhla Phase-1, New Delhi-110020, Okhla Industrial Area Phase- i, South Delhi, New Delhi, Delhi, India, 110020

To

The Members,

BRANDMAN RETAIL LIMITED

Your Directors have pleasure in presenting the Third (03^rd) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. COMPANY OVERVIEW AND STATE OF COMPANYS AFFAIRS

BRANDMAN RETAIL LIMITED ("the Company") is engaged in the business To carry on the business of Retail Trading, distributer, selling, marketing, importing and exporting of footwear, shoes, boots, chappals and sandals of all kinds made of compound, plastic, canvass, rubber, eva sheets and material, leather or any other synthetic or natural products, waterproof cloth, all kinds of apparel and accessories or any other product in India or abroad.

2. FINANCIAL SUMMARY OF THE PERFORMANCE OF THE COMPANY

rhe financial performance as per Standalone Financials of the Company during the year ended March 31, 2024 is summarized as below;

ONR Lakhs)

Particular	FY 2023-24	FY 2022-23
Revenue from Operations/Turnover	12,768.17	5,273.23
Other Income	-
Total Income	12,768.17	5,273.23
Less: Expenses during the year	11,673.42	5,203.12
(Loss)/Profit before Extra-ordinary item and tax	1,094.75	70.11
Prior period item	-5.91	-
Loss/Profit before tax	1,088.84	70.11
Less: Current Tax	278.97	20.41
Deferred Tax	-0.81	(0.40)
Earlier Year Tax	3.62
(Loss)/Profit after tax	807.07	50.09

The financial performance as per Consolidated Financials of the Company during the year ended March 31, 2024 is summarized as below:

Particular	FY 2023-24*
Revenue from Operations/Turnover	12,768.65
Other Income	-
Total Income	12,768.65
Less: Expenses during the year	11,674.18
(Loss)/Profit before Extra-ordinary item and tax	1,094.47
Prior period item	-5.91
Loss/Profit before tax	1,088.56
Add/Less - Minority Interests Share in Profit/(Loss)	0.01
Less: Current Tax	278.98
Deferred Tax	-0.81
Earlier Year Tax	3.62
(Loss)/Profit after tax	806,79

‘First year of consolidation

3. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR

Your Companys revenue from operations is INR 1,27,68,17,352 /-(Rupees One Hundred and Twenty Seven Crore Sixty Bight Lakhs Seventeen Thousand Three Hundred and Fifty Two) during the year under review as against INR 52,73,22,930 /- (Rupees Fifty Two Crore Seventy Three Lakhs Twenty Two Thousand Nine Hundred and thirty) during the previous financial year.

The total expenses in financial year 2023-24 were INR 1,16,73,42,087/- as compared to INR 52,03,12,189 in financial year 2022-23.

4. TRANSFER TO RESERVES

No amount has been transferred to reserve & surplus out of the profits of the Company For the financial year 2023- 24

5. DIVIDEND

No dividend was declared for the Current financial year due to conservation of profits and continued investment in the Business.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there has been no funds/shares/dividends which were transferred to the Investor Education and Protection Fund.

7. SHARE CAPITAL

A. AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company for the financial year 2023-24 was INR 25,00,000/- (Indian Rupees Twenty Five Lakh Only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity shares of INR 10/- (Indian Rupees Ten Only).

B. ISSUED AND PAID-UP SHARE CAPITAL

The paid-up share Capital of the Company for the financial year 2023-24 was INR 25,00,000/- (Indian Rupees Twenty Five Lakh Only) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity shares of INR 10/- (Indian Rupees Ten Only).

a DEPOSITS

The Company has neither accepted nor renewed any deposits under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

9. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there has been no change in the nature of the business of the Company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any Investment, nor given any loan/guarantee, provided security during the year under review.

However Company has invested in 9500 Equity Shares of INR 10 each of Subsidiary Company During the reporting year.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT,

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report except that the Company has been converted into Public Company and altered its Memorandum of Association and Articles of Association according the provisions of Company Act, 2013.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review, there has been no significant or material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in the future.

13. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The details of the top employees of the Company in terms of remuneration as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

SI. No. Name of the Employee	Designation	Remuneration drawn (INR)
1. Arun Malhotra	Managing Director	NIL
2. Kavya Malhotra	Whole-time Director	NIL

Further, there are no employees who have received remuneration exceeding the limits as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has no joint ventures or Associate Companies. However Company have invested in subsidiary company during the reporting year.

Sr. No. Name of the Company	No. of Equity Share Purchase
01. Incubator Ecom Private Limited	9500

As per the requirement of Rule 8(1) of the Companies (Accounts) Rules, 2014, of reporting the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report is enclosed as Annexure A.

15. RISK MANAGEMENT POLICY

The Board is committed to the ongoing development of a strategic and consistent enterprise- wide approach to risk management, underpinned by a risk aware culture. Everyone in the Company has a role in managing risk by enhancing opportunities and minimizing threats, so that together the Company can achieve a Common goal - growing the business sustainably, enhancing value for customers and shareholders and contributing to the society at large. While the business risk associated with operating environment, ownership structure. Management, System, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. The company recognizes these risks and makes best effort to mitigate them in time.

16. INTERNAL CONTROL SYSTEMS

As required under Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 the Company has in place proper and adequate internal financial control system commensurate with the size, scale, complexity and nature of its business operations. The Board has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Companies Act 2013, read with the Companies (Accounts) Rules, 2014 are as follows;

1. CONSERVATION OF ENERGY:

Steps taken for conservation of energy	Your Company is not an Energy intensive unit however consumption is kept at minimum level and continuous monitoring is done to avoid wastage.
	Further, as a measure to conserve energy and save electricity consumption, the Company has installed LED Lights.
Steps taken for utilizing alternate sources of energy	The Company emphasizes to switch off lights and electrical appliances when they are not being used.
Capital investment on energy conservation equipment	There is no capital investment made specifically with the motive to Conserve the energy.

2. TECHNOLOGY ABSORPTION:

Efforts made towards technology absorption Benefits derived	The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.
In case of import technology:	N.A
S Details of technology imported S Year of import s Whether the technology been fully absorbed	NIL
/ Areas where absorption of imported technology has not taken place and the reasons thereof Expenditure incurred on Research and Development

3. FOREIGN EXCHANGE EARNINGS & OUTGO (ACCRUAL BASIS)

Total Foreign Exchange Earnings during the year (INR Lakhs)	NIL
Total Foreign Exchange outgo during the year (INR Lakhs)	3115.04

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition of Board of Directors

As on March 31, 2024, your Board is comprised of 2 (Two) Directors. During the financial year under review, the structure of the Board as on March 31, 2024 was as below:

S. No, Name of Person	DIN	Particulars	Date of Appointment
1. Mr. Arun Malhotra	01392489	Executive Director	07.07.2021
2. Mr. Kavya Malhotra	00599179	Executive Director	07.07.2021
3. Mr. Mohd Sabir	10555288	Non-Executive Additional Director	19.03.2024

Following changes took place in the Board Composition during the reporting year.

• Mr. Mohd Sabir having DIN 10555288 was appointed as Non-Executive Additional Director of the company w.e.f 19.03.2024

However, after the closure of reporting financial year following changes took place in the composition of Board of Directors of the Company.

s. No. Name of Person	DIN	Details of Change	Particulars	Date of Appointment/ Change in Directorship
1. Mr. Mohd Sabir	10555288	Cessation	Additional Director	13.06.2024
2. Mr. Kashika Malhotra	09627535	Appointment	Additional Director	13.06.2024
3. Mr. Arun Malhotra	01392489	Change in Designation	Managing Director	25.07.2024
4. Mr. Kavya Malhotra	00599179	Change in Designation	Whole -Time Director	25,07.2024
5. Mr. Kashika Malhotra	09627535	Change in Designation	Director	25.07.2024

Key Managerial Personnel

For the period under review, the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, for mandatory appointment of any whole time KMPs is not applicable on the Company.

*

After the closure of reporting financial year, the Key Managerial Personnel of the Company consists of the following:

S. No. Name of Person	DIN/PAN	Details of Change	Particulars	Date of Appointment/ Change
1. Mr. Arun Malhotra	01392489	Change in Designation	Managing Director	25.07.2024
2. Mr. Kavya Malhotra	00599179	Change in Designation	Whole -Time Director	25.07.2024
3. Mr. Anil Kumar Pandey	BRJPP8252N	Appointment	Chief Financial Officer	01.07.2024

Board Evaluation

Rule 8(4) of Companies (Accounts) Rules, 2014 is not applicable to our Company, therefore, the requirement of including, a statement in the Board report, indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors shall not arise.

19, DECLARATION BY DIRECTOR(S)

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act.

Since the Company does not fall in the category of Companies prescribed under the Section 149(4) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 related to the appointment of Independent Directors, the provisions under Section 149(7) relating to the declaration by Independent Director is also not applicable.

20. DIRECTORS RESPONSIBILITY STATEMENT ,

In terms of Section 134(5] of the Companies Act 2013, your directors hereby confirm that:

(a) in the preparation of the annua) accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors 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 the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the financial year ended March 31, 2024 , on a going concern basis;

(e) that the Directors have Jaid down interna) financial controls to be followed by the Company and that such internal controls are adequate and operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. NUMBER OF MEETING OF THE BOARD OF DIRECTORS & GENERAL MEETINGS

BOARD OF DIRECTORS MEETINGS

During the financial year 2023-24, Six (06) meetings of the Board of Directors were held as follows:

No. of Board Meeting	Date of Board Meeting
01st Board Meeting	15.04.2023
02nd Board Meeting	25.06.2023
03rd Board Meeting	05.09.2023
04th Board Meeting	08.11.2023
05th Board Meeting	08.02.2024
06th Board Meeting	19.03.2024

The composition of the Board of Directors, their attendance at Board Meetings and the last Annual General Meeting are as under:

Name of the Director	Designation	Category	Number of Board Meetings during the year
			Held	Entitled to Attend	Attended	Attendance of Last AGM
Mr. Arun Malhotra	Director	Executive	6	6	6	Yes
Mr. Kavya Malhotra	Director	Executive	6	6	6	Yes
Mr. Mohd Sabir	Additional Director	Non-Executive	0	0	0	N.A.

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

NUMBER OF GENERAL MEETINGS

1 [One) Meetings of the members of the Company were held in the Financial Year 2023-24. The details of the General Meetings are summed up as under;-

S.No. Date of Meeting	Type of Meeting	Members Entitled to attend the Meeting	Members attended the Meeting	% ofShareholding attended the Meeting
1 30th September, 2023	Annual General Meeting	2	2	100.00%

22. STATUTORYAUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Manish Pandey and Associates (FRN: 019807C), Chartered Accountants are proposed to be Re- Appointed as the Statutory Auditors of the Company in the ensuing 03^rd Annual General Meeting of the Company scheduled to be held on 30^th September, 2024 to hold office for a period of 5 years from F,Y. 2024-25 till F.Y. 2028- 29.

* Statutory Auditors Reports

The Auditors, M/s. Manish Pandey and Associates (FRN: 0198G7C), Chartered Accountants have conducted the Statutory audit in fair and transparent manner for the financial year 2023-24 and given their report to the Board.

* Statutory Auditors Observations

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. Manish Pandey and Associates (FRN: 019807C), Chartered Accountants in their report for financial year 2023-24.

* Details of fraud report by Auditor

The Statutory Auditors have not reported any incident of fraud during the financial year under review.

23. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013. Hence, such accounts are not made and maintained by the Company.

24. PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188, as prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as per "Annexure -B" to this report

25. ANNUAL RETURN

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (Form MGT-9) as part of the Boards report

Pursuant to Section 134(3)(a), the Annual Return of the Company prepared as per Section 92(3] of the Companies Act, 2013, for the financial year ended March 31,2024, is hosted on the website of the company and can be accessed at www.brandmanretail.com

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

The Company is committed to being an equal opportunity employer and strongly believes in providing opportunities and key positions to women professionals. We are dedicated to supporting women in the workplace by ensuring a safe, healthy, and conducive working environment To achieve this, the Company has implemented comprehensive policies aimed at addressing and ensuring safe working conditions for women.

The Company maintains a zero-tolerance stance on sexual harassment in the workplace. To reinforce this commitment, Company has adopted a policy on the prevention, prohibition, and Redressal of sexual harassment, in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress Complaints received and disposed off during the Financial Year.

The following is the summary of the sexual harassment complaints received and disposed off during the year 2023-24:

• No. of complaint received :NIL

• No. of complaints disposed off : NIL

27. ESTABLISHMENT OF VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company during the reporting period.

28. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility (CSR) are not applicable to the Company for the Financial Year 2023-24.

29. DISCLOSURES RELATED TO COMMITTEES AUDIT COMMITTEE

During the reporting period the provisions of Section 177 pertaining to Audit committee do not apply to our Company.

NOMINATION AND REMUNERATION COMMITTEE

During the reporting period the provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The provisions of Section 178(5) relating to the constitution of the Stakeholders Relationship Committee are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

Company has not crossed the threshold limit in the Financial Year 2022-23, for the Corporate Social Responsibility Committee as required under the Section 135 of the Company Act, 2013.

30. SECRETARIAL STANDARDS OF ICS1 ,

Your Company is complying with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings fSS-2) issued by the Institute of Companies Secretaries of India ("ICSI").

31. CORPORATE GOVERNANCE

Your company stands committed to the key elements of good corporate governance, transparency, disclosure and independent supervision to increase value to the stakeholders.

32. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR. _;

During the year under review, there was no application made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016

33. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of the loans taken from banks and financial institutions.

34. ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the Company continues to receive from its clients, Banks, Government Authorities, Financial Institutions, and associates and are grateful to the shareholders for their continued support of the Company.

Your Directors place on record their appreciation for the contributions made and the efforts put in by the management team and employees of the Company at all levels.