Brand Concepts Ltd

To

The Members

CIN- L51909MP2007PLC066484 Indore

The Directors hereby present their 17th Director's Report on the business and operation of the Company together with the standalone & consolidated audited Financial Statements for the financial year ended 31st March 2024.

1. Financial Result:

The Financial Performance of the Company is summarized in the table below:

The total revenue of the company for the financial year 2023-24 has posted a gross income of Rs. 250.62 crores as compared to Rs. 163.21 crores in the corresponding previous year, registering a rise of approx. 53.56% as compared to the previous corresponding year. As a result, our company has posted a net profit of Rs. 10.95 crores as compared to Rs. 10.03 crores in the corresponding previous year.

2. State of Company's Affairs and Prospects:

In the fiscal year that concluded on 31 March, 2024 there was a notable rebound in the demand for our products across the country. The company observed continued improvement in net sales trends, our business, financial condition, and operational outcomes considerably improved during the aforementioned period. The efforts of Company to expand its business network through the addition of new Stores and more online selling touchpoints, as well as the optimisation of its existing stores have contributed to the growth momentum. The improvement in overall activity levels supported by resilient consumption patterns has led to higher demand and increased revenue streams. However, there is no material impact on the Company based on the preliminary estimates the Company does not anticipate any major challenge in meeting the financial obligations on a long-term basis. However, the company's preliminary efforts set back an example for achieving the highest turnover this financial year from the date of inception of the business. The Company has further planned several corrective measures viz. increasing volumes; improving productivity and ensuring overall operational efficiency.

3. Material Changes affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the company that occurred after the end of the financial year till the date of this report.

4. Changes in the Nature of Business

There are no material changes in the nature of business during the year.

5. Dividend:

During the year, the Cmpany paid the final dividend of Rs. 0.50 (5%) per equity share on 1,05,82,800 equity shares of Rs. 10/- each as approved by shareholder in the 16th Annual General Meeting for the financial year 2022-23.

7. Transfer to Reserves

For the financial year ended 31st March 2024, no amount has been proposed to carry to General Reserve. However, Rs 1095.85 lakhs have been taken to surplus in the Statement of profit and loss.

8. Change in Share Capital of the Company

During the year the company has issued 5,00,000 Equity Share through Preferential issue. Company has also issued 50000 equity shares (25000 shares issued on 21.09.2023 & 25000 shares issued on 26.02.2024) under ESOP-20 Scheme. However, as on 31st March 2024, the authorized share capital is Rs. 1500 lakhs, and the issued, subscribed, and paid-up equity share capital is Rs. 1113.28 lakhs.

9. Subsidiary, Associate, and joint Venture Companies:

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 USA 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 2023-24 is Rs. 54.91 Lakhs (Previous year 19.96 Lakhs) showing good increase and the loss before tax is Rs. 77.09. Lakhs (previous year loss Rs. 61.47 Lakhs). The Company is recovering well.

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31st March, 2024 forms part of the Annual Report.

The Company has not accepted any fixed deposit from the public during the financial year ended 31st March, 2024 within the meaning of sections 73 to 76 of the Companies Act, 2013. However, pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT -3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company is complying with the relevant provisions.

The company has not extended inter-corporate loans and guarantees to any company. However, the company has forwarded Rs. 130.51 loan to its associate Company during the financial year under review.

As specified under the provisions of section 188 of the Companies Act, 2013, the contracts and arrangements entered into with related parties were in the ordinary course of business and on an arm's length basis. Further, during the year under review, no material related party transactions were entered into by the Company. All related party transactions are placed before the Audit Committee and approved through the Omnibus mode in accordance with the provisions of the Companies Act, 2013, and Listing Regulations for its approval. The Board has taken on record all transactions with related parties. Suitable disclosures as required are provided as per accounting standards which forms part of the notes to the financial statement. The policy on Related Party Transactions is uploaded on the Company's website www.brandconcepts.in. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure-I" in Form AOC-2 and the same forms part of this report.

The Company has framed Brand Concepts Employee Stock Option, 2020 ("ESOP'20") pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder and the SEBI (Share Based Employee Benefits) Regulations, 2014 as approved by the members, which helps the Company to retain and attract the right talent. The Nomination and Remuneration Committee monitors the Company's ESOP Scheme.

During the financial year, the company has granted 240000 options on 19-04-2023 to the eligible employee, who is Whole-Time Director & CFO of the company and 25000 Options each were exercised as on 21.09.2023 and 26-02-2024 by senior management person. 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 http:// 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.

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.

The Company is engaged in trading activities so conservation of energy is not applicable to it.

The Company has not imported any technology from Abroad. Innovation is a constant process and the Company has been engaged in improving product design, material cost, productivity, etc. as part of this process.

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

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no 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 pro t 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board of Directors of the Company is a balanced one with an optimum mix 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 2024, the Board of the Company consists of Seven (7) Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Annapurna Maheshwari (DIN-00038346) is liable to retire by rotation and being eligible offers herself for reappointment as director of the company. The composition and category of Directors as well as of KMPs are as follow:

The Directors on the Board have submitted a notice of interest under section 184(1) i.e. in MBP 1, intimation u/s 164(2) i.e. in Form DIR 8, and declaration as to compliance with the code of conduct of the Company. The brief resume and other information of Mrs. Annapurna Maheshwari, as required under regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), are given in the Notice of the ensuing Annual General Meeting, which forms part of the Annual Report.

Mr. Prateek Maheshwari, Managing Director, Mr. Abhinav Kumar, Whole Time Director & Chief Financial Officer and Ms. Swati Gupta, Legal Head and Company Secretary are the key managerial personnel of the Company. During the year under review, there was no change in the key managerial personnel of the Company.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy, which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/ Senior Management Personnel of the Company and their remuneration. The Nomination and Remuneration Committee recommends appointment of Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee, in addition to ensure diversity, also considers the impact the appointee would have on Board's balance of professional experience, background, view-points, skills and areas of expertise.

The Nomination and Remuneration Policy is uploaded on the website of the Company and the web link of the same is https://www.brandconcepts.in/pdf-file/ corporate-governance/policies/Nomination-and-Remuneration-Policy.pdf

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Independent Directors was carried out during the year. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information, and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, the performance of non-independent directors, and the performance of the Board as a whole was evaluated.

Your Company has in place a Familiarization Program for Independent Directors to provide insights into the Company's Business to enable them to contribute significantly to its success. The Senior Management made presentations to familiarize the Independent Directors with the strategic operations and functions of the Company. The details of the familiarization program of the independent directors are available on the website of the Company www.brandconcepts.in.

All the Independent Directors have given their declarations pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in the opinion of the Board, the Independent Directors meet the said criteria. All independent Directors registered themselves in the Data Bank of Independent Directors maintained by IICA and have qualified for the proficiency test within the stipulated period.

During the year under review, the Independent Directors duly met the terms and conditions pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

The Directors of the Company met at regular intervals with the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters. During the year under review, the Board of Directors met 8 (Eight) times on the following dates-

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules made thereunder, the composition and meetings of the Audit Committee are in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, which forms part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020 has notified that the Extract of Annual Return (in Form MGT 9) is not required to be enclosed with the Board Report, the Company is only required to disclose the web link in the Board Report where the annual return referred to in subsection (3) of section 92 is placed for the Financial Year ended 31st March 2024 & onwards. Accordingly, the web link for the company is www.brandconcepts.in for the annual return form MGT 7 for 2023-24.

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.

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-IV, which is annexed hereto and forms part of the Board's Report The Company has no employees, who are in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum, and hence the Company is not required to give any information under Sub-rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of the top ten employees in terms of remuneration drawn by them is available on the website of the company www.brandconcepts.in". In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid Annexure-IV. This Annexure will be available on the website of the Company 21 days prior to the date of the AGM. The information is also available for inspection by the Members at the Registered office of the company during business hours on all working days except Saturday, Sunday & Public Holidays up to the date of the AGM. Any member desirous of obtaining a copy of the said Annexure may write to the Company Secretary by email at swati.gupta@brandconcepts.in.

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) forms part of this Annual Report.

Pursuant to Regulation 34 read with para C and E of Schedule V of SEBI (LODR) Regulations, 2015, Report on Corporate Governance and a certificate obtained from the Practising Company Secretary (Secretarial Auditor) regarding the compliance of conditions of Corporate Governance forms part of this Annual Report. Pursuant to Regulation 34 read with para C Clause 10(i) of Schedule V of SEBI(LODR) Regulations, 2015 a certificate obtained from the Practising Company Secretary (Secretarial Auditor) related non- dis-qualification of Directors form part of this Annual Report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

M/s Fadnis & Gupte, LLP Chartered Accountants, Indore (ICAI Firm Registration No. 006600C) were the statutory auditors of the Company for the year ended 31st March 2024, who were appointed in the 16th Annual General Meeting held in the year 2023 for a term of 5 years that is upto 21st Annual General Meeting to be held in the year 2028. ii. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Ms.ManjuMundra,PractisingCompanySecretaryofManju Mundra & Co., as Secretarial Auditors of the Company for the Financial Year 2023-24. The Secretarial Audit Report for FY 2023-24 is annexed herewith as Annexure "V". iii. Cost Auditors

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 are not applicable to the Company. iv. Internal Auditors

The Company has M/s B Mantri & Co, a Chartered Accountant Firm (Registration No: 013559C) as Internal Auditors to conduct an internal audit of the function and activities of the Company for the year 2023-24. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulates the scope, functioning, periodicity, and methodology for conducting the internal audit.

The Statutory Auditors report for the financial year ended 31st March 2024 is self-explanatory and does not contain any qualification, reservation, or adverse remark. No fraud u/s 143(12) was reported by the auditor. The Secretarial Auditors report for the financial year ended 31st March 2024 does not contain any qualification, reservation, or adverse remark. The observations made by secretarial auditors are being taken care of by the management.

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.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to Key business objectives. The Company's internal control system has reviewed its expense and overall working capital cycle of the company to overcome the complexity and the challenges that the company may face due to any situation. Major risks identified by the Board and systematic steps taken to mitigate on a continuous basis.

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes formulation of the Whistle Blower Policy to bring to the Company's attention, instances of unethical behaviour, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company's operations, business performance and/or reputation. No employee is denied access to the Vigilance Officer as well as Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is https:// http:// www.brandconcepts.in.

As required under section 134(q) of the Companies Act, 2013 there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the company's operations in the future.

The provisions/requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition

& Redressal) Act, 2013 (‘Act') and the Rules made thereunder are being followed by the Company and the company is providing the proper environment for working to all employees and has proper internal control Mechanism for prevention, prohibition and redressal of sexual harassment at workplace. The Company has complied with the provisions of the constitution of the Internal Complaints Committee under the Act. There were no cases/complaints filed under this Act during the year.

In view of the Profit of the Company during immediately preceding three Financial year, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2023-24 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 Rs. 3.96 Lacs based on average qualifying net profits of the last three financial years on CSR activities A brief outline of the CSR Policy of the company and the initiatives taken by the Company on CSR activities during the year are set out in Annexure VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on the Company's website at www.brandconcepts.in.

a) The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company and is available on the website of the Company at www.brandconcepts.in. b) The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as revised, with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price-sensitive information and the code of conduct for the prevention of insider trading is available on the website of the Company at www.brandconcepts.in. c) Policy on determining material subsidiary of the Company is available on the website of the Company at www.brandconcepts.in. d) The Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review. e) The company has not made any settlement and no loan has been taken from any bank or financial institution.

Certain statements in the "Management Discussion and Analysis" section may be forward-looking and are stated as required by the applicable laws and regulations. Many factors may affect the actual results, which could be different from what the directors envisage in terms of future performance and outlook.Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting the selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in the future on the basis of subsequent developments, information, or events.

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:

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.

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, consultants, Auditors, bankers and other authorities.

The Directors also thank the Central Government of India and concerned Government Departments/Agencies for their cooperation. The directors appreciate and value the contributions made by every member of the company.

1. Details of contracts or arrangements or transactions not at arm's length basis:

Brand Concepts Limited has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during the financial year 2023-24.

2. Details of material contracts or arrangements or transactions at arm's length basis: a) Name(s) of the related party and nature of the relationship:

1. IFF Overseas Private Limited- Related Group Company

2. 7E Wellness India Pvt Ltd- Associate Company

3. Ara Designs, Proprietor Purva Kumar- Wife of Director, Mr. Abhinav Kumar

4. Govind S Shrikhande, NED & Independent Director b) Nature of contracts/ arrangements/ transactions:

1) Purchase of Goods and rent

2) Purchases and Service provided

3) Design fees paid

4) Consultancy fees paid c) Duration of the contracts/ arrangements/ transactions:

Ongoing d) Salient terms of the contracts or arrangements or transactions including the value, if any:

The order contains the basic details like delivery terms, payment terms, pricing, and other terms.

1) The value of purchase transactions is Rs. 1508.56 Lacs from IFF Overseas Pvt Ltd & Rs. 17.09 Lakhs as Rent amount.

2) The value of purchase transactions is Rs. -1.03 Lacs from 7E Wellness India Pvt Ltd and advance against goods of Rs. 130.51 Lacs from during the year.

3) The design fees paid to Ara Designs is Rs. 24 Lakhs during the year.

4) Consultancy fees of Rs. 1,00,000 per month totaling Rs. 12 Lakhs. e) Date(s) of approval by the Board, if any: in previous years and noted regularly in Audit Committee meeting and Board meetings as per law. f) Amount paid as an advance, if any: NIL

Statement pursuant to Section 197(12) of the Companies Act 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

CIN-L51909MP2007PLC066484 4TH Floor UNO Business Park, Indore Bypass Road, Opposite Sahara City, Bicholi Mardana, Indore, M.P. – 452016, IN.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by Brand Concepts Limited (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on our verification of the Company's books, papers, minute books, forms, and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents, and authorized representatives during the conduct of the Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year commencing from 1st April 2023 and ended on 31st March 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996, and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment, and External Commercial Borrowings; to the extent applicable. (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008(Not applicable during the audit period); (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable during the audit period) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable during the audit period). (vi) The management of the Company has informed that there is no Industry-specific law applicable to the Company as the Company is a trading entity. We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by the Institute of Company Secretaries of India as amended from time to time. (ii) The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to the Company.

We further report that the compliance by the Company with applicable financial laws has not been reviewed in this audit since the same has been subject to review by the statutory financial auditor and other designated professionals. The Company has a proper system of compliance with these laws. The Company had installed software for maintaining structured digital databases and other records as required under Insider Trading Regulations during the year.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

As per the information and explanations provided by the Company, its officers, agents, and authorized representatives during the conduct of the Secretarial Audit, I report that-a) Under the provisions of the Companies Act and the rules and regulations made thereunder the Company has filed e-forms with the Registrar of Companies within time except few forms that were delayed due to procedural delay or a few forms not filed as required, inter alia like, MGT 14 of Preferential offer was filed after offer given. Further few changes were suggested in the reporting system of annual documents and accepted by the Company.

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors, and Independent Directors, having more than 50% of the total number of directors as Independent Directors. There was no reappointment of Independent Directors, Managing Directors, Whole-Time Directors, etc. during the year under review. The Company has one associate Company during the financial year 2023-24.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on the agenda were sent, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions were carried through unanimously as recorded in the Minutes of the Meetings of the Board of Directors or Committees of the Board, as the case may be. There is no dissenting view of members to capture and record as part of the minutes.

We further report that based on the review of compliance mechanism established by the Company and on the basis of the Compliance Certificates issued and taken on record by the Board of Directors at their meetings, and explanation and representation made by the Company and its Officers, we are of the opinion that the management has adequate systems and processes commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were some instances having a bearing on the Company's affairs and have no other Major issues like (i) Public/Right/Preferential issue of shares/debentures/ sweat equity, etc. The Board has raised Rs. 15.46 Cr. through a preferential issue of 500000 (Five Lacs) equity shares of face value Rs. 10/- (Rupees Ten) at an issue price of Rs. 309.21/ during the financial year.

(ii) The Company has further allotted on exercise of ESOPs 25000 equity shares on 21/09/2023 and 25000 Equity Shares on 26/02/2024 to Mr. Nabendu Chakraborty under ESOP Scheme 2020. The Board granted 240000 options with vesting schedule of 4 years to Mr. Abhinav Kumar, WTD and CFO of the company.

(iii) The Company has shifted its Registered Office from the State of Maharashtra to the State of Madhya Pradesh pursuant to order no. RD/Section13/ SRN AA1293025 dated 09/05/2023 against the application filed in FY 2022-23.

(iv) The Company has approved the Scheme of Amalgamation with IFF Overseas Private Limited on 09/11/2023 and the revised Scheme on 29/03/2024. After receipt of observation letters from the NSE and BSE (Stock Exchanges) in the current financial year, the Company has filed an Application with the Tribunal after the close of the financial year 2023-24 but before the date of this certificate.

We further report that during the audit period, there are no other instances having a bearing on the Company's affairs and have no other Major issues like: (i) Redemption/buy-back of securities.

(ii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013.

(iii) Foreign technical collaborations.

1. A brief outline of the company's CSR Policy: The main objective of the Policy is to lay down guidelines for the Company to make CSR a key business process for sustainable development, making a positive impact on society, and enhancing the Company's image as a credible and reliable business partner for suppliers, customers and society at large. The Company has framed CSR Policy in Compliance with the provisions of the Companies Act, 2013 and the same is uploaded on the Company's website and can be accessed at the web link https://www.brandconcepts.in/wp-content/uploads/2024/05/ Policy-on-Corporate-Social-Responsibility.pdf.

2. Composition of CSR Committee: As per the provisions of Section 135 (9) of the Companies Act, 2013 the company's CSR Amount does not exceed the limit hence requirement under sub section (1) of Section 135 for constitution of the CSR Committee shall not be applicable on the Company and the function of such Committee provided under this section shall be discharged by the Board of Directors.

3. Web-link: https://www.brandconcepts.in/wp-content/uploads/2024/05/Policy-on-Corporate-Social-Responsibility.pdf.

4. Details of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 : NA

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

(b) Details of CSR amount spent against ongoing projected for the financial year : NIL

(d) Amount spent in Administrative Overheads - NIL

(e) Amount spent on Impact Assessment, if applicable - NIL

(f) Total amount spent for the Financial Year (7b+7c+7d+7e) – 3,95,579/-

8. (a) Details of Unspent CSR amount for the preceding three financial years: NIL

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NIL

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details)

(a) Date of creation or acquisition of the capital asset(s). - NA

(b) Amount of CSR spent for creation or acquisition of capital asset. - NA

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. - NA

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). - NA

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5). - NA