ANNUAL REPORT

Transcription

1 ANNUAL REPORT

2 CORPORATE INFORMATION 1. CORPORATE IDENTITY NUMBER : U5199WB214PLC BOARD OF DIRECTORS Mr. Rajeev Gopalakrishnan Mr. Ram Kumar Gupta Mr. Sandeep Kataria ( appointed w.e.f November 13, 217 ) Mr. Saket Mohta 3. AUDITORS M/s. DSP & Associates Chartered Accountants (Reg. No.: 6791-N) 783, Desh Bandhu Gupta Road, Near Faiz Road Crossing, Karol Bagh, New Delhi BANKERS State Bank of India 5. REGISTERED OFFICE 24, Rashbehari Avenue, Kolkata 729, West Bengal Telephone: Fax: ID: share.dept@bata.com

3 WAY FINDERS BRANDS LIMITED CIN: U5199WB214PLC24637 Registered office: 24, Rashbehari Avenue, Kolkata 729, West Bengal Telephone: Fax: ID: NOTICE CONVENING ANNUAL GENERAL MEETING NOTICE is hereby given that the 4 th Annual General Meeting of the Members of Way Finders Brands Limited ('the Company') will be held at 27B, Camac Street, 1 st Floor, Kolkata on Thursday, July 19, 218 at 11: a.m. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on March 31, 218, together with the Reports of the Auditors and the Board of Directors thereon. 2. To appoint a Director in place of Mr. Ram Kumar Gupta (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. To appoint Mr. Sandeep Kataria as a Director of the Company and in this regard to consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 152, 16 and other applicable provisions, if any, of the Companies Act, 213 and Rules framed thereunder, Mr. Sandeep Kataria (DIN: ), who was appointed as an Additional Director on the Board of Directors of the Company on November 13, 217 to hold office up to the date of the 4 th Annual General Meeting of the Company pursuant to Section 161 of the Companies Act, 213 and Rules framed thereunder, be and is hereby appointed as a Director of the Company upon recommendation of the Board of Directors of the Company. By Order of the Board RAM KUMAR GUPTA Place : Gurugram Director Date : May 21, 218 DIN:

4 NOTES: 1. An Explanatory Statement pursuant to Section 12 of the Companies Act, 213 and Rules framed thereunder, in respect of the Special Business under Item No. 4 of the accompanying Notice is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 4 TH ANNUAL GENERAL MEETING ( AGM ) IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE ON HIS / HER BEHALF ONLY ON A POLL. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE AGM. In terms of Section 15 of the Companies Act, 213, a person can act as a proxy on behalf of Members not exceeding 5 and holding in aggregate not more than 1% of the total paid-up share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 1% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or Members. 3. As required under the Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, a route map showing directions to reach the AGM venue is annexed hereto.

5 EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 12 OF THE COMPANIES ACT, 213 Item No. 4 Mr. Sandeep Kataria (DIN: ) was appointed as an Additional Director of the Company at the Board Meeting held on November 13, 217 and in terms of the provisions of Section 161(1) of the Companies Act, 213 and Rules framed thereunder he holds office up to the date of Twenty Seventh Annual General Meeting. The Company has obtained from Mr. Kataria his consent in Form DIR-2 to act as a Director and intimation in Form DIR-8 to the effect that he is not disqualified to be appointed as a Director in any Company. Mr. Sandeep Kataria is a business leader with more than two and half decades of experience in the consumer and retail industry across the developing and developed markets. Mr Kataria was appointed as the Country Manager of your Holding Company, Bata India Limited with effect from August 1, 217. He was elevated to the Board of Directors of your Holding Company, Bata India Limited with effect from November 14, 217 as the Whole-time Director and Chief Executive Officer. Prior to taking charge of Bata India Ltd, Mr. Kataria was at Vodafone India as Chief Commercial Officer. The IIT- Delhi and XLRI Jamshedpur alumnus has also held general management and top sales & marketing posts at Yum Restaurants, Owners of KFC, Pizza Hut and Taco Bell in India & Europe. His longest stint of more than 17 years was at the consumer goods company, Unilever, where he was responsible for building and managing Indian and global markets across Home & Personal Care categories and well-known brands like Lux, Lifebuoy, Rin & Comfort. The Board considers that the Company will benefit from the association of Mr. Kataria and recommends the Resolution for your approval. Other than Mr. Kataria, none of the Directors or their relatives are concerned or interested in Resolution No. 4 as contained in the Notice. By Order of the Board RAM KUMAR GUPTA Place : Gurugram Director Date : May 21, 218 (DIN: )

6 ROUTE MAP TO THE AGM VENUE 27B, Camac Street, 1st Floor, Kolkata B, Camac Street, 1st Floor

7 BOARD S REPORT TO THE MEMBERS WAY FINDERS BRANDS LIMITED Your Directors are pleased to present their 4 th Annual Report for the financial year ended March 31, 218. FINANCIAL RESULTS The financial results of your Company for the financial year ended March 31, 218 are summarized as under: (Rs. in s) PARTICULARS YEAR ENDED MARCH 31, 218 YEAR ENDED MARCH 31, 217 Revenue From Operations 48,979 7,949 Other Income Total 49,98 71,4 Less: Expenditure 81,535 71,146 Profit/(Loss) before Depreciation & Taxation (32,437) 254 Less: Depreciation Net Profit/(Loss) before Taxation (32,564) 127 Less: Provision for Taxation 62 - Net Profit /(Loss) (32,626) 127 Total Comprehensive Income (32,626) 127 BUSINESS OPERATIONS During the financial year ended March 31, 218, your Company has recorded a Turnover of Rs. 48,979 Thousand as compared to Rs. 7,949 Thousand recorded during the financial year ended March 31, 217. Your Company incurred Loss of Rs. 32,626 Thousand as against the Net Profit of Rs. 127 Thousand for the financial year ended March 31, 217. Your Company is predominantly engaged in trading of footwear, apparel and accessories of Indian and International brands of repute, in wholesale as well as Business to Business (B2B) segment. Your Company has obtained a License to sell Caterpillar brands of Footwear and Apparel in India. The expansion of Caterpillar brand and its successful launch by your Company in India is expected to generate higher revenue across various channels including the e-commerce, distribution and shop-in-shop segments. Your Company s plan is to focus on increasing visibility through wider presence, taking the local sourcing program to next level and building communication to consumers through digital marketing. Your Company is in the nascent stage of its commercial operations and is in the process of expansion of its business in the near future.

8 DIVIDEND Your Directors do not recommend any dividend for the financial year ended March 31, 218. GENERAL RESERVE Your Company has not transferred any amount to the General Reserve during the financial year ended March 31, 218. DEPOSITS Your Company has not accepted any deposits during the financial year ended March 31, 218. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 214, an extract of Annual Return in prescribed Form No. MGT-9 as on March 31, 218 is enclosed as an Annexure to this Board s Report. BOARD MEETINGS During the year ended March 31, 218, the Board of Directors of your Company met four times, i.e., on May 15, 217, August 1, 217, November 13, 217 and February 8, 218. The maximum interval between two meetings did not exceed 12 days, as prescribed in the Companies Act, 213 and Secretarial Standards of ICSI. The attendance of Directors of the Company at the Board meetings held during the year is given below: Sl. No. NAME OF DIRECTORS DATE OF BOARD MEETINGS NO. OF BOARD MEETINGS ATTENDED 1. Mr. Rajeev Gopalakrishnan Y Y Y Y 4 2. Mr. Ram Kumar Gupta Y Y Y Y 4 3. Mr. Saket Mohta Y Y Y Y 4 4. Mr. Maloy Kumar Gupta Y Y Y N.A 3 5. Mr. Sandeep Kataria N.A Y 1 *Mr. Maloy Kumar Gupta resigned w.e.f **Mr. Sandeep Kataria was appointed w.e.f DIRECTORS During the year under review, your Board appointed Mr. Sandeep Kataria, presently the Whole-time Director and Chief Executive Officer of your Holding Company, Bata India Limited, as an Additional Director of the Company with effect from November 13, 217 to hold office up to the date of the forthcoming Annual General Meeting. Your Board recommends appointment of Mr. Sandeep Kataria as a Director of the Company at the ensuing Annual General Meeting.

9 In accordance with the provisions of Section 152(6) of the Companies Act, 213, Rules framed thereunder and the Articles of Association of your Company, Mr. Ram Kumar Gupta (DIN: ), Director of the Company is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Board is of the opinion that continued association of Mr. Ram Kumar Gupta, who is Director Finance and Chief Financial Officer of your Holding Company, Bata India Limited, with the Board will be of immense benefit to your Company and, therefore, recommends his re-appointment. Mr. Maloy Kumar Gupta ceased to be Director of the Company with effect from November 14, 217. Your Board places on record its sincere appreciation for the valuable contributions made by Mr. Maloy Kumar Gupta during his tenure as Director on the Board of your Company. AUDITORS In terms of the provisions of Section 139 of the Companies Act, 213 read with provisions of the Companies (Audit and Auditors) Rules, 214 as amended, M/s. DSP & Associates, Chartered Accountants (ICAI Registration No.: 6791-N) were appointed as the Auditors of the Company for a consecutive period of 5 years from conclusion of the 2nd AGM in the year 216 until conclusion of the 7th AGM of the Company scheduled to be held in the year 221. The Members may note that consequent to the changes made in the Companies Act, 213 and the Companies (Audit and Auditors) Rules, 214 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 218, the proviso to Section 139 of the Companies Act, 213 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 214, the requirement for ratification of Auditors appointment at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. DSP & Associates, as the Auditors of the Company, by the Members at the ensuing AGM. Your Company has received a certificate from M/s. DSP & Associates, Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 213 and Rules framed thereunder. QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT There were no qualifications, reservations or adverse remarks made by the Auditors in their Report to the Financial Statements of your Company for the financial year ended March 31, 218. HOLDING AND SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURES Bata India Limited continues to be the Holding Company of your Company as the entire paid up share capital of your Company is held by Bata India Limited along with its Nominees. Presently, your Company does not have any Subsidiary, Associate or Joint Venture.

10 RISK MANAGEMENT Your Board regularly ascertains the risks associated with the business operations of your Company and suggests appropriate measures to mitigate such risks. Presently, your Company is in a nascent stage of its operations and primarily transacts with its Holding Company. The functioning of the Company at present is governed by the policies, procedures, Chart of Authorities (COAs) and Standard Operating Procedures (SOPs) of the Holding Company. ADEQUACY OF THE INTERNAL CONTROL SYSTEMS Your Company has an adequate System of Internal Financial Controls with respect to the Financial Statements, commensurate with its size and scale of operations which includes policies and procedures pertaining to maintenance of records containing reasonable details, accurate and fair reflections of financial transactions and dispositions of the assets of the Company. Your Board considers that the Internal Financial Controls, affecting the Financial Statements of your Company are adequate and are operating effectively. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT No material changes and commitments affecting the financial position of your Company occurred between the end of the financial year to which this Financial Statement relate and on the date of this Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS During the year under review, your Company has not made any investment, given any Loans or guarantee or provided security under Section 186 of the Companies Act, 213 and Rules framed thereunder. RELATED PARTY TRANSACTIONS During the financial year ended March 31, 218, your Company's transactions with all the Related Parties as defined under the Companies Act, 213 and Rules framed thereunder were in the 'ordinary course of business' and 'at arm's length' basis. During the year under review, your Company did not have any Related Party Transaction which required prior approval of the Members. Accordingly, no transactions are being reported in Form No. AOC-2 as required under Section 134 of the Companies Act, 213 read with Rule 8 of the Companies (Accounts) Rules, 214. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A) CONSERVATION OF ENERGY: Your Company is engaged in the business, which is not high energy consumption Industry. However, your Company is always making every possible effort to conserve the use of Power and other scarce natural resources.

11 B) TECHNOLOGY ABSORPTION: Your Company has just commenced its commercial operations and shall adopt measures for technology absorptions in near future in terms of the provisions of Section 134(3)(m) of the Companies Act, 213 and the Rules framed thereunder. C) FOREIGN EXCHANGE EARNINGS AND OUTGO (INR IN ): Foreign Exchange earnings : NIL Foreign Exchange outgo : 21,267 DISCLOSURE ON EMPLOYEE REMUNERATION There is no employee in the payroll of the Company at present. All activities are carried by the employees of the Holding Company as a support during the initial stages of your Company s business operations. Accordingly, disclosures under Section 197(12) of the Companies Act, 213 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 214 are not applicable to your Company. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134 of the Companies Act, 213, the Directors, to the best of their knowledge and belief, hereby states that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed; b) the directors 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 as at March 31, 218 and of the profit of the Company for that year; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 213 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; and e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS OF ICSI The Directors to the best of their knowledge and belief, hereby confirm that the Company has duly complied with the applicable provisions of Secretarial Standards 1 & 2 (SS-1 and SS-2) issued by The Institute of Company Secretaries of India (ICSI) during the financial year

12 ACKNOWLEDGEMENT Your Board remains thankful for the financial assistance and the support received from the Holding Company for carrying its business operations. Your Board places on record its sincere thanks to the Business Associates, Consultants, Government Authorities and other stakeholders for their continued support extended to your Company's activities during the year under review. For and on behalf of the Board of Directors RAM KUMAR GUPTA RAJEEV GOPALAKRISHNAN Place : Gurugram Director Director Date : May 21, 218 (DIN: ) (DIN: )

13 FORM NO. MGT - 9 EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 218 [Pursuant to Section 92(3) of the Companies Act, 213, and Rule 12(1) of the Companies (Management and Administration) Rules, 214] I.REGISTRATION AND OTHER DETAILS CIN Registration Date 26/12/214 Name of the Company Category / Sub-Category of the Company Address of the Registered Office and contact details Whether listed company Name, address and contact details of Registrar and Transfer Agent, if any U5199WB214PLC24637 Way Finders Brands Limited Public Company - Limited by Shares 24, Rashbehari Avenue, Kolkata Telephone: Fax: No Not Applicable II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Sr. No. Name and Description of main Products / Services NIC Code of the Product / Service % to total turnover of the Company 1. Footwear - Wholesale % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. Name & Address of the Company CIN / GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section 1. Bata India Limited 27B, Camac Street, 1st Floor, Kolkata L1921WB1931PLC7261 Holding 1 2(46)

14 IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Shareholding Category of Shareholders A. Promoters (1) Indian a) Individual / HUF b) Central Govt. c) State Govt.(s) d) Bodies Corporate e) Banks / FI f) Any Other No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year % of Total Demat Physical Total Shares Sub-Total (A)(1): % Change during the year (2) Foreign a) NRIs - Individuals b) Other - Individuals c) Bodies Corporate d) Banks / FI e) Any Other Sub-Total (A)(2): Total Shareholding of Promoters (A) = (A)(1)+(A)(2) B. Public Shareholding (1) Institutions a) Mutual Funds / UTI b) Banks / FI c) Central Govt. d) State Govt.(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Sub-Total (B)(1): (2) Non-Institutions (a) Bodies Corporate i) Indian ii) Overseas b) Individuals i) Individual Shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh c) Others (specify) Sub-Total (B)(2): Total Public Shareholding (B)=(B)(1)+(B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C)

15 ii) Shareholding of Promoters Shareholder s Name Bata India Limited, the Holding Company and through its 6 Nominees: Mr. Rajeev Gopalakrishnan Mr. Ram Kumar Gupta Mr. Vijay Shrikant Gogate Mr. Saket Mohta Mr. Jyotirmoy Banerjee Mr. Inderpreet Singh (till ) Mr. Sandeep Kataria (w.e.f ) Shareholding at the beginning of the year No. of Shares % of total shares of the Company % of Shares Pledged / encumbered to total shares Shareholding at the end of the year No. of Shares % of total shares of the Company % of Shares Pledged / encumbered to total shares % change in shareholdi ng during the year Total iii) Change in Promoters' Shareholding (Please specify, if there is no change) There was no change in shareholding of Promoters during the Financial Year ended March 31, 218. Changes in nominee shareholders during the financial year has been indicated in Point IV (ii). iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs) Sl. No. For each of the Top 1 Shareholders Shareholding at the beginning of the period No. of Shares % of total shares of the Company Cumulative Shareholding during the period % of total No. of Shares shares of the Company NIL

16 v) Shareholding of Directors and Key Managerial Personnel For Each of the Directors and KMP Shareholding at the beginning of the year No. of Shares Mr. Rajeev Gopalakrishnan, Director (Holding shares as a Nominee of Bata India Limited) % of total shares of the Company At the beginning of the year 1. Date wise increase (+) / decrease (-) with reasons, during the year Cumulative Shareholding during the year No. of Shares NO CHANGE DURING THE YEAR % of total shares of the Company At the end of the year 1. Mr. Ram Kumar Gupta, Director (Holding shares as a Nominee of Bata India Limited) At the beginning of the year 1. Date wise increase (+) / decrease (-) with reasons, during the year NO CHANGE DURING THE YEAR At the end of the year 1. Mr. Saket Mohta, Director (Holding shares as a Nominee of Bata India Limited) At the beginning of the year 1. Date wise increase (+) / decrease (-) with reasons, during the year NO CHANGE DURING THE YEAR At the end of the year 1. Mr. Sandeep Kataria, Director (Holding shares as a Nominee of Bata India Limited) At the beginning of the year. Date wise increase (+) / decrease (-) with reasons, during the year Date Reasons Transfer of shares 1. At the end of the year 1. Note: Mr. Maloy Kumar Gupta, Director of the Company till November 14, 217 did not hold any share in the Company during the financial year ended March 31, 218.

17 V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment : Secured Loans excluding deposits Unsecured Loans Deposits (Rs. in s) Total Indebtedness Indebtedness at the beginning of the financial year (i) Principal Amount - 12,56-12,56 (ii) Interest due but not paid (iii) Interest accrued but not due - 6,17-6,17 Total (i+ii+iii) - 18,523-18,523 Change in Indebtedness during the financial year Addition - 8,44-8,44 Reduction - 3,779-3,779 Net Change - (22,735) - (22,735) Indebtedness at the end of the financial year (i) Principal Amount - 72,527-72,527 (ii) Interest due but not paid (iii) Interest accrued but not due - 12,537-12,537 Total (i+ii+iii) - 85,64-85,64 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors of the Company do not accept any remuneration from the Company. VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: There were no penalties / punishments / compounding of offences for breach of any section of the Companies Act, 213 against the Company, its Directors or other officers in default, during the financial year ended March 31, 218. For and on behalf of the Board of Directors RAM KUMAR GUPTA RAJEEV GOPALAKRISHNAN Place : Gurugram Director Director Date : May 21, 218 (DIN: ) (DIN: )

18 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF WAYFINDERS BRANDS LIMITED Report on the Financial Statements We have audited the accompanying Ind AS financial statements of WAY FINDERS BRANDS LIMITED, which comprise the Balance Sheet as at March 31, 218 and the Statement of Profit and Loss (including the Statement of Other Comprehensive Income), the cash flow statement and the statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 213 ( the Act ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other Comprehensive Income, cash flows and changes in equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with rule 7 of the Companies (accounts) Rules,214 and the Companies (Accounting Standards) Amendment Rules,216. This responsibility also includes 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; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountant of India, specified under Section 143(1) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

19 : 2 : An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the IndAS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the IndAS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company s directors, as well as evaluating the overall presentation of the Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS: (a) (b) (c) (d) In the case of the Balance Sheet, of the state of affairs of the Way Finders Brands Limited as at March 31,218; In the case of the Statement of Profit and Loss, of the Loss including Other Comprehensive Income for the year ended on that date; Its Cash flows for the year ended on that date and Its changes in equity for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 216 ( the Order ) issued by the Central Government in terms of section 143(11) of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c. The Balance Sheet and Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

20 : 3 : d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 214 and the Companies (Indian Accounting Standards) Rules,215. e. On the basis of written representations received from the directors as on March 31, 218, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 218, from being appointed as a director in terms of section 164 (2) of the Act; f. With respect to the adequacy of the internal financial control over financial reporting of the company and operating effectiveness of such control, refer to our separate report in Annexure B attached. g. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 214, in our opinion and to the best of our information and according to the explanations given to us: i) The Company did not have any pending litigations having any impact on its financial position; ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; iii) There is no requirement for funds to be transferred to the Investor Education and Protection fund by the company.. For DSP & Associates Chartered Accountants FRN 6791N Place: New Delhi Date: (Sanjay Jain) Partner M. No. 8496

21 ANNEXURE A TO AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE TO THE FINANCIAL STATEMENT OF WAY FINDERS BRANDS LIMITED FOR THE YEAR ENDED 31 ST MARCH, 218 Report in terms of Companies (Auditor s Report) Order, 216 ( the Order ) i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) According to the information and explanations given to us, physical verification of fixed assets has been conducted by the management at the end of the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification. (c) The company is not having any immovable properties. ii) iii) iv) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification. As informed to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 213. Accordingly, provisions of clause 3(iii)(a) to 3(iii)(c) of the `Order are not applicable to the Company and hence not commented upon. In our opinion and according to the information and explanation given to us, there are no loans, Investments, Guarantees and Securities granted in respect of which provisions of section 185 and 186 of the Companies Act 213 are applicable and hence not commented upon. v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provision of section 73 to 76 of the Companies Act, 213, Companies (Acceptance of Deposits) Rules 215 or any other relevant rules with regard to the deposits accepted form the public are not applicable. vi) According to the information and explanations given to us, the nature of business of the Company is such that it is not required to maintain cost records under Section 148(1) of the Companies Act, 213.

22 : 2 : vii) (a) According to the information and explanations given to us and according to the records produced before us for verification, the company is regular in depositing, with appropriate authorities, the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales tax, Service Tax, duty of customs, duty of excise, Value Added Tax, Goods and Service Tax, Cess and any other statutory dues with the appropriate authorities. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Service Tax, Sales tax, duty of customs, duty of excise, Cess, Value Added Tax, Goods and Service Tax and any other statutory dues were outstanding at the year-end for a period of more than six months from the date they became payable. (c ) According to the records of the company and information and explanations given to us, there are no dues at year end of Income tax, Sales tax, Service Tax or duty of customs or duty of excise or Value Added Tax, which have not been deposited on account of any dispute. viii) According to the information and explanations given to us, the Company has not taken any loans or borrowing from any financial institution, bank or government. The Company has not issued any debentures. Accordingly, paragraph 3(viii) of the Order is not applicable and hence not commented upon. ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, paragraph 3(ix) of the Order is not applicable. x) During the course of our examination of the books and records of the Company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, no fraud on the company by its officers or employees has been noticed or reported during the year. xi) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not paid or provided for any managerial remuneration in terms of section 197 of the Companies Act 213 during the year. xii) In our opinion, the Company is not a Nidhi Company and the provisions of clause 3 (xii) of the Order are not applicable to the Company. xiii) In our opinion, all transactions of the Company with the related parties are in compliance with section 177 and 188 of Companies Act, 213 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

23 : 3 : xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential orother allotment of shares or fully or partly convertible debentures during the year. (xv) Based upon the audit procedures performed and the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company. (xvi) In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company. For DSP & Associates Chartered Accountants FRN 6791N Place: - New Delhi Date: (Sanjay Jain) Partner M. No. 8496

24 ANNEXURE B REFERRED TO IN PARAGRAPH 2 (F) UNDER THE HEADING REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF WAY FINDERS BRANDS LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 213 ( the Act ) We have audited the internal financial controls over financial reporting of Way Finders Brands Limited ( the Company ) as of March 31, 218 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, 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 information, as required under the Companies Act, 213. Auditor s Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) and the Standards on Auditing as specified under section 143(1) of the Companies Act, 213, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

25 : 2 : We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 218, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For DSP & Associates Chartered Accountants FRN 6791N Place: New Delhi Date: (Sanjay Jain) Partner M. No. 8496

26 WAY FINDERS BRANDS LIMITED BALANCE SHEET AS AT 31 MARCH 218 (Amount in INR thousands except as otherwise stated) ASSETS Notes As at 31 March 218 As at 31 March 217 Non-current assets Property, Plant and Equipment Intangible assets Financial assets 6 Loans 6a Other financial assets 6b Other non-current assets 7 1, Current assets Inventories 8 3,579 83,588 Financial Assets Trade Receivables 9 7,193 22,599 Cash and cash equivalents Other current assets 7 8,349 6, Total Assets 48,495 1,14,9 EQUITY AND LIABILITIES Equity Equity Share capital 11 1, 1, Other Equity 12 (43,958) (11,332) LIABILITIES Current liabilities Financial Liabilities Borrowings 13 85,64 1,8,523 Trade Payables 14 6,28 13,232 Other current liabilities ,26 Current tax liability Total Equity and Liabilities 48,495 1,14,9 Summary of significant accounting policies 2.2 The accompanying notes are an integral part of the financial statements As per our report of even date For and on behalf of the Board of Directors For DSP & Associates Rajeev Gopalakrishnan Ram Kumar Gupta ICAI Firm Registration number: 6791N Director Director Chartered Accountants DIN: DIN: Sanjay Jain Partner Membership no.: 8496 Place: New Delhi Date: May 21, 218

27 WAY FINDERS BRANDS LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 218 (Amount in INR thousands except as otherwise stated) Notes Year ended 31 March 218 Year ended 31 March 217 REVENUE Revenue from operations 17 48,979 7,949 Other income Total Revenue 49,98 71,4 EXPENSES Purchase of traded goods 19 12,414 7,768 Changes in inventories of Stock-in-Trade 2 53,9 (19,6) Employee Benefits Expense 21 2,323 4,925 Depreciation and amortization expense Other Expenses 24 6,545 7,781 Finance Costs 23 7,244 6,678 Total expenses 81,662 71,273 Profit/(loss) before tax (32,564) 127 Tax expense: Current Tax - Current period Prior period MAT credit - (461) Deferred Tax - - Total Tax expenses 62 - Profit (Loss) for the year (32,626) 127 Total comprehensive income for the year, net of tax (32,626) 127 Earnings per equity share 25 Basic and Diluted computed on the basis of profit (326.26) 1.27 Summary of significant accounting policies 2.2 The accompanying notes are an integral part of the financial statements As per our report of even date For and on behalf of the Board of Directors For DSP & Associates Rajeev Gopalakrishnan Ram Kumar Gupta ICAI Firm Registration number: 6791N Director Director Chartered Accountants DIN: DIN: Sanjay Jain Partner Membership no.: 8496 Place: New Delhi Date: May 21, 218

28 WAY FINDERS BRANDS LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 218 (Amount in INR thousands except as otherwise stated) A Cash Flow from Operating Activities Year ended 31 March 218 Year ended 31 March Profit/(loss) before tax Profit before tax (32,564) Adjustments to reconcile profit before tax to net cash flows: Depreciation and impairement of property, plant & equipment Amortisation and impairement of intangible assets 4 4 Provision for doubtful debts 1,389 2,64 Finance Expense (including fair value change in financial instruments) 7,244 6,678 Finance Income (including fair value change in financial instruments) (19) (98) 3 Operating Profit before Working Capital Changes (1+2) (23,822) 8,899 4 Movements in Working Capital: (Excluding Cash & Bank Balances) Trade & Other Receivables 11,667 (15,38) Inventories 53,9 (19,6) Trade and Other Payables (9,772) (24,952) Change in Working Capital 54,94 (58,996) 5 Changes in non-current assets and liabilities - (38) 6 Cash Generated From Operations (3+4+5) 31,82 (5,45) 7 Less : Taxes refunded / (paid) (1,189) 1,316 8 Net Cash Flow from Operating Activities (6-7) 29,893 (49,89) B Cash Flow from Investing Activities: Purchase of Property, plant and equipment - (438) Purchase of Intangible assets - - Interest received (Finance Income) 1 8 Net Cash Generated/(Used) in Investing Activities 1 (358) C Net Cash Flow From Financing Activities: Loan from related party (29,978) 42,56 Interest paid - (2,324) Net Cash Generated/(Used) in Financing Activities (29,978) 4,182 D Net Change in Cash & cash equivalents (84) (9,265) (A+B+C) E - 1 Cash & cash equivalents as at end of the year E - 2 Cash & cash equivalents as at the beginning of year 427 9,692 NET CHANGE IN CASH & CASH EQUIVALENTS (E 1-2) (84) (9,265) Cash on hand - - With banks - on current accounts Total cash and cash equivalents (note 1) Summary of significant accounting policies 2.2 As per our report of even date For and on behalf of the Board of Directors For DSP & Associates Rajeev Gopalakrishnan Ram Kumar Gupta ICAI Firm Registration number: 6791N Director Director Chartered Accountants DIN: DIN: Sanjay Jain Partner Membership no.: 8496 Place: New Delhi Date: May 21, 218

29 WAY FINDERS BRANDS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 218 (Amount in INR thousands except as otherwise stated) (a) Equity Share Capital Equity shares of INR 1 each issued, subscribed and fully paid No. Amount At 1 April 216 1,, 1 Issued during the year - - At 31 March 217 1,, 1 Issued during the year - - At 31 March 218 1,, 1, (b) Other equity For the year ended 31 March 218: Attributable to the equity holders of the company Retained earnings Total Equity As at 1 April 216 (11,459) (11,459) Total comprehensive income for the year At 31 March 217 (11,332) (11,332) Total comprehensive income for the year (32,626) (32,626) At 31 March 218 (43,958) (43,958) The accompanying notes are an integral part of the financial statements As per our report of even date For and on behalf of the Board of Directors For DSP & Associates Rajeev Gopalakrishnan Ram Kumar Gupta ICAI Firm Registration number: 6791N Director Director Chartered Accountants DIN: DIN: Sanjay Jain Partner Membership no.: 8496 Place: New Delhi Date: May 21, 218

30 WAY FINDERS BRANDS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, Corporate information Way Finders Brands Limited ( the Company ) was incorporated on December 26, 214 under the Companies Act, 213 to carry on trading of all kinds of footwear and non-footwear products through its various network channels. The financial statements are authorised for issue in accordance with a resolution passed in the board meeting held on 21 May Significant Accounting Policies 2.1 Basis of Preparation The financial statements have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 215 notified under section 133 of Companies Act 213 (the Act) and other relevant provisions of the Act. The financial statements have been prepared on a historical cost or at amortised cost. The financial statements are presented in INR and all values are rounded to the nearest Thousands (INR ), except when otherwise indicated. 2.2 Summary of significant accounting policies a. Current Vs Non-Current Classification The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is: Expected to be realised or intended to be sold or consumed in normal operating cycle Held primarily for the purpose of trading Expected to be realised within twelve months after the reporting period, or Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when: It is expected to be settled in normal operating cycle It is held primarily for the purpose of trading It is due to be settled within twelve months after the reporting period, or There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle b. Fair Value Measurements The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: