ANNUAL REPORT

Transcription

1 ANNUAL REPORT

2 WAY FINDERS BRANDS LIMITED CIN: U5199WB214PLC24637 Telephone: / Fax: ID: Board of Directors Mr. Rajeev Gopalakrishnan Mr. Ram Kumar Gupta (since August 21, 215) Mr. Maloy Kumar Gupta (since February 9, 216) Mr. Saket Mohta (since February 9, 216) Mr. Ranjit Mathur (upto August 21, 215) Mr. Kumar Nitesh (upto January 15, 216) Auditors M/s. Arun K.Agarwal & Associates Chartered Accountants (Reg. No.: 3917N) 15, First Floor, South Ex. Plaza 1 389, Masjid Moth, South Extn Part II New Delhi Company Secretary in Wholetime Practice M/s. S. M. Gupta & Co. Company Secretaries P - 15, Bentinck Street Kolkata - 71 Bankers HDFC Bank Limited Registered Office 24, Rashbehari Avenue, Kolkata - 729

3 WAY FINDERS BRANDS LIMITED CIN: U5199WB214PLC24637 Registered office: 24, Rashbehari Avenue, Kolkata Telephone: / Fax: ID: corporate.relations@bata.com NOTICE CONVENING ANNUAL GENERAL MEETING NOTICE is hereby given that the Second Annual General Meeting of the Members of Way Finders Brands Limited ('the Company') will be held in the Conference Room of Bata India Limited at 27B, Camac Street, 1st Floor, Kolkata on Tuesday, August 2, 216 at 5: p.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, 216, together with the Reports of the Auditors thereon and the Board s Report. 2. To appoint Mr. Rajeev Gopalakrishnan (DIN: ), who retires by rotation and being eligible offers himself for re-appointment, as a Director of the Company. 3. To appoint Auditors and to fix their remuneration 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 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 213 and Rules framed thereunder, M/s. DSP & Associates, Chartered Accountants (ICAI Registration No.: 6791-N), be and are hereby appointed as the Auditors of the Company to hold office for a period of 5 (five) consecutive years, i.e., from the conclusion of this Annual General Meeting till the conclusion of the Seventh Annual General Meeting of the Company to be held in the year 221, subject to ratification by the Members of the Company at every Annual General Meeting, if applicable. FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to determine the remuneration payable to the Auditors. SPECIAL BUSINESS: 4. Appointment of Mr. Ram Kumar Gupta as a Director To appoint Mr. Ram Kumar Gupta 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. Ram Kumar Gupta (DIN: ), who was appointed as an Additional Director on the Board of Directors of the Company on August 21, 215 to hold office up to the date of the Second 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.

4 5. Appointment of Mr. Maloy Kumar Gupta as a Director To appoint Mr. Maloy Kumar Gupta 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. Maloy Kumar Gupta (DIN: ), who was appointed as an Additional Director on the Board of Directors of the Company on February 9, 216 to hold office up to the date of the SecondAnnual 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. 6. Appointment of Mr. Saket Mohta as a Director To appoint Mr. Saket Mohta 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. Saket Mohta (DIN: ), who was appointed as an Additional Director on the Board of Directors of the Company on February 9, 216 to hold office up to the date of the SecondAnnual 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. By Order of the Board MALOY KUMAR GUPTA Place : Gurgaon Director Date : May 27, 216 (DIN: ) 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 Nos. 4 to 6 of the accompanying Notice is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE SECOND ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING 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 shareholder. 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. Ram Kumar Gupta (DIN: ) was appointed as an Additional Director of the Company at the Board Meeting held on August 21, 215 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 Second Annual General Meeting. The Company has obtained from Mr. Gupta 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. Candidature for Directorship of Mr. Gupta has been proposed by a shareholder pursuant to Section 16 of the Companies Act, 213 and the Rules framed thereunder along with a deposit of Rs. 1,/- (Rupees One Lac only). The Board considers that the Company will benefit from the association of Mr. Gupta and recommends the Resolution for your approval. Other than Mr. Gupta, none of the Directors or their relatives is concerned or interested in Resolution No. 4 as contained in the Notice. Item No. 5 Mr. Maloy Kumar Gupta (DIN: ) was appointed as an Additional Director of the Company at the Board Meeting held on February 9, 216 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 Second Annual General Meeting. The Company has obtained from Mr. Gupta 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. Candidature for Directorship of Mr. Gupta has been proposed by a shareholder pursuant to Section 16 of the Companies Act, 213 and the Rules framed thereunder along with a deposit of Rs. 1,/- (Rupees One Lac only). The Board considers that the Company will benefit from the association of Mr. Gupta and recommends the Resolution for your approval. Other than Mr. Gupta, none of the Directors or their relatives is concerned or interested in Resolution No. 5 as contained in the Notice. Item No. 6 Mr. Saket Mohta (DIN: ) was appointed as an Additional Director of the Company at the Board Meeting held on February 9, 216 and in terms of the provisions of Section 161(1) of the Companies Act, 213 and Rules framed there under he holds office up to the date of Second Annual General Meeting. The Company has obtained from Mr. Mohta 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.

6 Candidature for Directorship of Mr. Mohta has been proposed by a shareholder pursuant to Section 16 of the Companies Act, 213 and the Rules framed thereunder along with a deposit of Rs. 1,/- (Rupees One Lac only). The Board considers that the Company will benefit from the association of Mr. Mohta and recommends the Resolution for your approval. Other than Mr. Mohta, none of the Directors or their relatives is concerned or interested in Resolution No. 6 as contained in the Notice. By Order of the Board MALOY KUMAR GUPTA Place : Gurgaon Director Date : May 27, 216 (DIN: )

7 BOARD S REPORT TO THE MEMBERS Your Directors are pleased to present the Second Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 216. FINANCIAL RESULTS Your Company's performance during the financial year was as under: PARTICULARS YEAR ENDED MARCH 31, 216 (Rs. in s) FINANCIAL PERIOD ENDED MARCH 31, 215 Gross Turnover 73,15 - Other Income 15 1 Total 73,165 1 Less: Expenditure 84, Net Profit/(Loss) before Taxation (11,316) (143) Less: Provision for Taxation - - Net Profit /(Loss) after Taxation (11,316) (143) BUSINESS OPERATIONS During the financial year ended March 31, 216, your Company has recorded a turnover of Rs. 73,15,. Your Company is predominantly engaged in trading of footwear, apparel and accessories (caps, socks and belts) of various worldwide reputed brands in India and Abroad, in wholesale as well as Business to Business segment. Your company has taken a License to sell Caterpillar brands of Footwear and Apparel in India. These brands target a niche set of urban Indian consumers who like to have a head to toe brand experience in rugged lifestyle products space. Your Company has started operations of its first store through a business partner and plans to open new stores every year. DIVIDEND In view of accumulated loss, your Directors do not recommend any dividend for the financial year ended March 31, 216. BOARD MEETINGS During the year under review, your Board held five Board meetings, i.e., on May 26, 215; August 6, 215; August 21, 215; November 3, 215 and February 9, 216. The maximum interval between two meetings did not exceed 12 days, as prescribed in the Companies Act, 213.

8 DIRECTORS Mr. Ranjit Mathur and Mr. Kumar Nitesh resigned from the Board of Directors of the Company with effect from August 21, 215 and January 15, 216, respectively. Your Board places on record its sincere appreciation for the valuable contributions made by Mr. Ranjit Mathur and Mr. Kumar Nitesh during their tenure as Directors on the Board of your Company. Consequent upon resignation of Mr. Ranjit Mathur, at the Board Meeting held on August 21, 215, your Board appointed Mr. Ram Kumar Gupta, Director Finance of Bata India Limited, the Holding Company of your Company, as an Additional Director of the Company with effect from August 21, 215 to hold office up to the date of the forthcoming Annual General Meeting. The Company has received a notice under Section 16 of the Companies Act, 213 from a Member of the Company along with requisite deposits signifying the candidature of Mr. Ram Kumar Gupta for his respective appointment as a Director of the Company at the ensuing Annual General Meeting. At the Board Meeting held on February 9, 216, your Board appointed Mr. Maloy Kumar Gupta, Company Secretary and Mr. Saket Mohta, Asstt. Vice President - Finance, Bata India Limited, the Holding Company, as Additional Directors of the Company with effect from February 9, 216 to hold office up to the date of the forthcoming Annual General Meeting. The Company has received Notices under Section 16 of the Companies Act, 213 from Members of the Company along with requisite deposits signifying the candidatures of Mr. Maloy Kumar Gupta and Mr. Saket Mohta for their respective appointment as Directors of the Company at the ensuing Annual General Meeting. Your Board recommends appointment of Mr. Ram Kumar Gupta, Mr. Maloy Kumar Gupta and Mr. Saket Mohta as Directors of the Company. In accordance with the provisions of Section 152 of the Companies Act, 213, Rules framed thereunder and the Articles of Association of your Company, Mr. Rajeev Gopalakrishnan, Director 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. Rajeev Gopalakrishnan with the Board will be of immense benefit to your Company and, therefore, recommends his re-appointment. CHANGE OF STATUTORY AUDITORS M/s. Arun K. Agarwal & Associates, Chartered Accountants, the Statutory Auditors of your Company hold office up to the conclusion of the forthcoming Annual General Meeting of the Company. However, they have expressed their unwillingness to be re-appointed as the Statutory Auditors of your Company. Your Board recommends the appointment of M/s. DSP & Associates, Chartered Accountants (ICAI Registration No.: 6791-N), 783, Desh Bandhu Gupta Road, Near Faiz Road Crossing, Karol Bagh, New Delhi as the Statutory Auditors of your Company for a period of five consecutive years, i.e., from the conclusion of the Second Annual General Meeting of the Company up to the conclusion of the Seventh Annual General Meeting of the Company to be held in the year 221 and fixation of their remuneration, to the Members of the Company at the forthcoming Annual General Meeting. Pursuant to the provisions of Section 139 and 141 of the Companies Act, 213 and Rules framed thereunder, M/s. DSP & Associates have given their consent letter confirming their eligibility to hold office as the Statutory Auditors of the Company, if appointed.

9 QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORT There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Auditors Report to the Financial Statements of the Company for the financial year ended March 31, 216. HOLDING COMPANY 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. SUBSIDIARY COMPANY Your Company does not have any Subsidiary, Joint Venture or Associate Company. 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 of your Company. In view of the above, your Board is of the opinion that a separate Risk Management Policy for the Company should be adopted in the future as and when it is considered necessary and appropriate. ADEQUACY OF THE INTERNAL CONTROL SYSTEMS Your Company has an adequate System of Internal Financial Controls 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 In terms of Section 186 of the Companies Act, 213 and Rules framed thereunder, details of the Investments made (Note no. 8) by your Company during the year have been disclosed in the Audited Financial Statements. During the year under review, your Company has not given any loan or guarantee or provided any security.

10 RELATED PARTY TRANSACTIONS During the financial year ended March 31, 216, 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 Shareholders. 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. 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 Form No. MGT-9 as on March 31, 216 is enclosed as an Annexure to this Board s Report. DEPOSITS The Company has not accepted any deposits during the year under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A) CONSERVATION OF ENERGY: The Company has no factory/manufacturing unit. Hence provisions of Section 134(3) (m) of the Companies Act, 213 and the rules framed thereunder are not applicable. B) TECHNOLOGY ABSORPTION: The Company is engaged in the business of export-import of footwear, apparel and accessories. Hence provisions of Section 134(3)(m) of the Companies Act, 213 and the rules framed thereunder are not applicable. C) FOREIGN EXCHANGE EARNINGS AND OUTGO: Foreign Exchange earnings Foreign Exchange outgo : NIL : Rs. 58,323 Thousand DISCLOSURE ON EMPLOYEE REMUNERATION Your Company does not have any employee drawing remuneration of not less than Rs.6 Lac per annum or Rs. 5 Lac per month when employed for part of the year as specified 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. OTHER DISCLOSURES Except the informations/ details/ disclosures of the Company mentioned in the earlier paragraphs for the financial year ended March 31, 216, the remaining provisions of Section 134 of the Companies Act, 213 are presently not applicable to the Company.

11 DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134 of the Companies Act, 213, your Board 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 at the end of the financial year and of the profit and loss 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 this Act 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 that such systems were adequate and operating effectively. ACKNOWLEDGEMENT Your Board places on record its sincere thanks to its Bankers, Business Associates, Consultants, Employees and various Government Authorities for their continued support extended to your Company's activities during the year under review. Your Board also acknowledges the support and confidence reposed by the Holding Company and its Nominee Shareholders on the Board. For and on behalf of the Board of Directors RAM KUMAR GUPTA RAJEEV GOPALAKRISHNAN Place : Gurgaon Director Director Date : May 27, 216 (DIN: ) (DIN: )

12 FORM NO. MGT - 9 EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 216 [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 Name of the Company Category / Sub-Category of the Company Address of the Registered Office and contact details U5199WB214PLC24637 Way Finders Brands Limited Public Company limited by Shares 24, Rashbehari Avenue, Kolkata Telephone: (33) /(33) Whether listed company Name, address and contact details of Registrar and Transfer Agent, if any No N.A. II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the Business Activities contributing 1% or more of the total turnover of the Company shall be stated: Serial 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 Serial 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)

13 IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Shareholding Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year A. Promoters (1) Indian a) Individual / HUF b) Central Govt. c) State Govt.(s) d) Bodies Corporate e) Banks / FI f) Any Other... Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares Sub-Total (A)(1): (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) % Change during the year 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)

14 ii) Shareholding of Promoters Shareholder s Name 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 Bata India Limited, the Holding Company and through its 6 Nominees: Mr. Rajeev Gopalakrishnan Mr. Ram Kumar Gupta Mr. Inderpreet Singh Mr. Vijay Shrikant Gogate Mr. Saket Mohta Mr. Jyotirmoy Banerjee Total iii) Change in Promoters' Shareholding (Please specify, if there is no change) Shareholding at the beginning of the year No. of Shares % of total shares of the Company At the beginning of the year 1 1 Cumulative Shareholding during the year No. of Shares % of total shares of the Company Date wise increase / decrease in Promoter s Shareholding during the year specifying the reasons for increase / decrease (e.g., allotment / transfer / bonus / sweat equity, etc.) NO CHANGE DURING THE YEAR At the end of the year 1 1 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 NIL Cumulative Shareholding during the period No. of Shares % of total shares of the Company

15 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 1.1 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 1.1 Mr. Ram Kumar Gupta, Director (Appointed w.e.f. August 21, 215) (Holding shares as a Nominee of Bata India Limited) At the beginning of the year 1.1 Date wise increase (+) / decrease (-) with reasons, during the year NO CHANGE DURING THE YEAR At the end of the year 1.1 Mr. Saket Mohta, Director (Appointed w.e.f. February 9, 216) (Holding shares as a Nominee of Bata India Limited) At the beginning of the year 1.1 Date wise increase (+) / decrease (-) with reasons, during the year NO CHANGE DURING THE YEAR At the end of the year 1.1 Note: Mr. Maloy Kumar Gupta, Director of the Company does not hold any share in the Company. V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment : Indebtedness at the beginning of the financial year Secured Loans excluding deposits Unsecured Loans Deposits (Rs. in s) Total Indebtedness (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition - 6, - 6, Reduction Net Change - 6, - 6,

16 Indebtedness at the end of the financial year (i) Principal Amount - 6, - 6, (ii) Interest due but not paid (iii) Interest accrued but not due - 2,324-2,324 Total (i+ii+iii) - 62,324-62,324 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 or punishments imposed on the Company, its Directors or other Officers, during the year under review. For and on behalf of the Board of Directors RAM KUMAR GUPTA RAJEEV GOPALAKRISHNAN Place : Gurgaon Director Director Date : May 27, 216 (DIN: ) (DIN: )

17 ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF WAY FINDERS BRANDS LIMITED Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of WAY FINDERS BRANDS LIMITED ( the Company ), which comprise the Balance Sheet as at 31 st March, 216, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management s Responsibility for the Standalone 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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 214. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 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 standalone 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 there under. We conducted our audit in accordance with the Standards on Auditing 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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures

18 ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the 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 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 the 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 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 standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31 st March, 216, its loss and its cash flows 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 of India 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 purposes 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account; d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 214; e) On the basis of the written representations received from the directors as on 31 st March, 216 taken on record by the Board of Directors, none of the directors is

19 ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX disqualified as on 31 st March, 216 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 controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B. 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 on its financial position in its financial statements. ii. iii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses. There is no requirement for funds to be transferred to the Investor Education and Protection Fund by the Company. For Arun K. Agarwal & Associates Chartered Accountants FR No. : 3917N Place: New Delhi Date: Arun Kumar Agarwal (Partner) M. No. : 82899

20 ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX Annexure A to the Independent Auditors Report to the members of WAY FINDERS BRANDS LIMITED dated May 26, 216 Report on the matters specified in paragraph 3 of the Companies (Auditor s Report) Order, 216 ( the Order ) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 213 ( the Act ) as referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets; (b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regards to size of the company and nature of its assets. No material discrepancies were noticed on such physical verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the company, there are no immovable properties held in the name of the company. Therefore, paragraph 3(i)(c) clause not applicable. (ii) The physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such physical verification; (iii) The Company has not granted loans, secured or unsecured, to companies, firms and limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 213. Therefore paragraph 3 (iii) (a), (b) & (c) of the Order are not applicable; (iv) 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 Act are applicable and hence not commented upon. (v) The Company has not accepted any deposits from the public. (vi) As per information and explanations given to us, the Central Government has not prescribed maintenance of cost record u/s 148 of the Companies Act 213.

21 ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX (vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. (b) There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable. (c) According to the information and explanation given to us, there are no dues in respect of Income Tax, wealth tax, excise duty, custom duty, service tax and cess that have not been deposited with appropriate authorities on on account of any dispute. (viii) 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. (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) According to the information and explanations given to us, no fraud by the Company or 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 paid or provided for the managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act; (xii) The Company is not a Nidhi Company, hence clause (xii) of para 3 of the Order is not applicable to the Company. Accordingly, paragraph 3(xii) of the Order is not applicable. (xiii) According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of the act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards;

22 ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX (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 allotment or private placement of shares or fully or partly convertible debentures during the year. (xv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him. (xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934; For Arun K. Agarwal & Associates Chartered Accountants FR No. : 3917N Place: New Delhi Date: Arun Kumar Agarwal (Partner) M. No. : 82899

23 ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX Annexure B to the Independent Auditor s Report to the members of WAY FINDERS BRANDS LIMITED dated May 26, 216 Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 213 ( the Act ) as referred to in paragraph 2(f) of Report on Other Legal and Regulatory Requirements section We have audited the internal financial controls over financial reporting of WAY FINDERS BRANDS LIMITED ( the Company ) as of 31 st March, 216 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 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. Auditors 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, issued by ICAI and deemed to be prescribed 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.

24 ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s 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: a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; b) 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 c) 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.

25 Opinion ARUN K. AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS 15, South Ex Plaza-I, 389, Masjid Moth, South Ext Pt-II, New Delhi 1149 PH , , FAX 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, 216, 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. Explanatory paragraph We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India,as specified under Section 143(1) of the Act, the financial statements of the Company, which comprise the Balance Sheet as at March 31, 216, and the related Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, and our report dated March 31, 216 expressed an unqualified opinion thereon. For Arun K. Agarwal & Associates Chartered Accountants FR No. : 3917N Place: New Delhi Date: Arun Kumar Agarwal (Partner) M. No. : 82899

26 WAY FINDERS BRANDS LIMITED BALANCE SHEET AS AT 31ST MARCH 216 Note 31 March March 215 EQUITY AND LIABILITIES (Rs.'s) (Rs.''s) SHAREHOLDERS' FUND Share Capital 3 1, 1, Reserves and Surplus 4 (11,459) (143) TOTAL (1,459) 857 CURRENT LIABILITIES Short-term borrowings 5 6, - Trade payables 6 37, Other Current Liabilities 6 2,93 3 1, TOTAL LIABILITIES 89, ASSETS NON-CURRENT ASSETS Fixed Assets Intangible Assets Non-current investments Loans and advances 9 1, , CURRENT ASSETS Inventories 1 64,582 - Trade Receivables 11 13,56 - Cash and Bank balances 12 9, , TOTAL ASSETS 89, (.152) Summary of significant accounting policies 2.1 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 Arun K. Agarwal & Associates Ram Kumar Gupta Rajeev Gopalakrishnan Firm Registration No. 3917N Director Director Chartered Accountants DIN : DIN : Arun Kumar Agarwal Partner Membership No Place: New Delhi Date: May 27, 216

27 WAY FINDERS BRANDS LIMITED STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31ST MARCH 216 Note 31 March March 215 (Rs''s) (Rs.'s) Income Revenue from Operations 13 73,15 - Other Income Total Revenue 73,165 1 Expenses Purchase of traded goods ,62 - (Increase)/decrease in inventory 15 (64,582) - Other expenses 16 12, Amortization expenses Finance costs 17 2,583 - Total Expenses 84, Profit/Loss before Tax (11,316) (143) Tax Expenses Current Taxes - - Profit/(Loss) for the period (11,316) (143) Earnings per equity share[nominal value of share Rs.1] (previous year Rs. 1) Earnings/Loss per share (Basic & diluted) (Rs.) 18 (113.16) (1.43) Summary of significant accounting policies 2.1 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 Arun K. Agarwal & Associates Ram Kumar Gupta Rajeev Gopalakrishnan Firm Registration No. 3917N Director Director Chartered Accountants DIN : DIN : Arun Kumar Agarwal Partner Membership No Place: New Delhi Date: May 27, 216

28 WAY FINDERS BRANDS LIMITED CASH FLOW STATEMENT FOR THE PERIOD ENDED 31ST MARCH 216 A. CASH FLOW FROM OPERATIONS ACTIVITIES 31 March March 215 (Rs''s) (Rs''s) Profit before Tax (11,316) (143) Non-cash adjustment to reconcile profit before tax to net cash flows: Amortization of intangible assets 33 Interst Income (15) (1) (11,298) (144) Operating Profit before Working Capital changes (11,298) (144) Movement in working capital: (Increase)/decrease in inventories (64,582) (Increase)/decrease in receivables (13,56) Increase/(decrease) in trade payables 37, Increase/(decrease) in other current liabilities 2,928 3 Cash Generated from/(used in) operations (49,118) (11) Direct taxes paid(net of refunds) (1,781) - Net Cash Flow from/ (used in) operating activities (A) (5,899) (11) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of intangible asset (198) - Net cash flow from/(used in) from investing activities (B) (198) - C. CASH FLOW FROM FINANCING ACTIVITIES Issue of equity share capital - 1, Loan received 6, - Net cash flow from/(used in) from financing activities (C) 6, 1, Net increase/ (decrease) in Cash and Cash equivalent (A+B+C) 8, Cash and cash equivalent at the beginning of the year Cash and Cash equivalents at the end of the year 9, Components of Cash and Cash Equivalents Fixed deposit with banks with maturity of more than 12 months* 2 2 Balances with Scheduled Bank on Current Account 9, Total Cash and cash equivalents 9, * Restricted cash equivalents pledged as security Summary of significant accounting policies 2.1 As per our report of even date For and on behalf of the Board of Directors For Arun K. Agarwal & Associates Ram Kumar Gupta Rajeev Gopalakrishnan Firm Registration No. 3917N Director Director Chartered Accountants DIN : DIN : Arun Kumar Agarwal Partner Membership No Place: New Delhi Date: May 27, 216

29 WAY FINDERS BRANDS LIMITED Notes to the financial statements for the period ended 31 March 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 and to carry out any and all such activities as may be necessary or related to or in connection with carrying on such trading activities. 2 Basis of Preparation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act, 213, read together with paragraph 7 of the Companies (Accounts) Rules, 214 and Companies (Accounting Standards) Amendment Rules, 216. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those of previous year. 2.1 Summary of significant accounting policies (a) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the result of operation during the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates. (b) Intangible Assests Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a straight line basis over the estimated useful economic life. Computer software are amortized using straight line method for a useful life of 5 years. The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly. Such changes are accounted for in accordance with AS 5 Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies. (c) Inventories Finished goods are valued at lower of cost and net realizable value. Cost of traded goods includes purchase and allied costs incurred to bring inventory to its present condition and location. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. Cost is determined on the basis of weighted average basis. (d) Revenue Recognition Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. i. Sale of Goods: Revenue is recognized when the significant risks and rewards of ownership of goods have passed to the buyer, which generally coincides with delivery. ii. Interest: Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. (e) Income taxes Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In case of carried forward tax losses, deferred tax assets are recognised only if there is a virtual certainty supported by convincing evidence that they can be realised against future taxable profits. (f) Earnings Per Share [Basic & Diluted] Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential shares. (g) Provisions A provision is recognised when there is a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. (h) Segment Identification The Company's business activity primarily falls within a single business segment. (i) Foreign Currency Transactions i. Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. ii. Conversion Foreign currency monetary items are reported using the closing rate. iii. Exchange Differences Exchange differences arising on the settlement of monetary items or on reporting company s monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or expenses in the year in which they arise. (j) Cash and Cash equivalents Cash and Cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

30 WAY FINDERS BRANDS LIMITED Notes to financial statement for the period ended 31 March SHARE CAPITAL 31 March March 215 (Rs.'s) (Rs.'s) Authorised shares 1, (Previous year: 1,) equity share of Rs.1/- each 1, 1, Issued, Subscribed and fully paid-up shares 1, (Previous year: 1,) equity share of Rs.1/- each 1, 1, Total issued, subscribed and fully paid-up share capital 1, 1, a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period Equity shares 31 March March 215 No. Rs.'s No. Rs.'s At the beginning of the period 1, 1, - - Issued during the period - - 1, 1, Outstanding at the end of the period 1, 1, 1, 1, b. Term/right attached to equity shareholders The Company has only one class of equity shares having a par value of Rs. 1 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders c. Shares held by holding/ultimate holding Company and/or their subsidiaries/associates Out of equity shares issued by the Company, shares held by its holding Company are as below : 31 March March 215 (Rs.'s) (Rs.'s) Bata India Limited, Holding Company 1, (previous year :1,) (alongwith its nominees holding 6 shares of 1, 1, Rs.1 each fully paid) equity shares of Rs.1 each fully paid d. Details of shareholders holding more than 5% of shares in the Company 31 March 216 % shareholding in the class 31 March 215 % shareholding in the class No. No. Equity shares of Rs. 1 each fully paid Bata India Limited,Holding Company 1, 1% 1, 1% (alongwith its nominees holding 6 shares of Rs.1 each fully paid) 4 RESERVE AND SURPLUS 31 March March 215 Surplus/(deficit) in the statement of profit and loss (Rs.'s) (Rs.'s) Balance as per last financial statement (143) - Loss for the year (11,316) (143) Net Surplus/(deficit) in the statement of profit and loss (11,459) (143)

31 WAY FINDERS BRANDS LIMITED Notes to financial statement for the period ended 31 March SHORT-TERM BORROWINGS 31 March March 215 (Rs.'s) (Rs.'s) 8.5% Loan from holding company (related party) 6, - (Repayable on demand - Unsecured) 6, - 6 CURRENT LIABILITIES Trade payables 37, Other liabilities : Interest accrued on borrowings 2,324 - Advances from holding company (Unsecured) - 3 Advance from customer Statutory Dues 494-4,

32 WAY FINDERS BRANDS LIMITED Notes to financial statement for the period ended 31 March INTANGIBLE ASSETS (COMPUTER SOFTWARE) Particulars Rs.'s Gross block At 1 April Purchase - At 31 March Purchase 198 At 31 March Amortization At 1 April Charge for the year - At 31 March Charge for the year 33 At 31 March Net block At 31 March At 31 March

33 WAY FINDERS BRANDS LIMITED Notes to financial statement for the period ended 31 March March March OTHER NON-CURRENT ASSETS (Rs.'s) (Rs.'s) Fixed deposits with bank with a maturity of more than 12 months - pledged as security NON-CURRENT LOANS AND ADVANCES Advance income-tax 1,782 - Accrued Interest , INVENTORIES (VALUED AT LOWER OF COST AND NET REALISABLE VALUE) Stock in Trade (including goods in transit Rs (); previous year : Nil) 64,582-64, TRADE RECEIVABLES Unsecured, considered good 13,56-13,56-12 CASH AND BANK BALANCES Balance with banks: - on Current accounts 9, ,

34 WAY FINDERS BRANDS LIMITED Notes to financial statement for the period ended 31 March REVENUE FROM OPERATIONS 31 March March 215 (Rs.'s) (Rs.'s) Sale of traded goods 73,15-73,15 - Details of products sold Footwear 53,894 - Garments and accessories 19,257 73,15-14 OTHER INCOME Interst Income (INCREASE)/DECREASE IN INVENTORIES Inventories at the end of the period Finished goods 64,582 - Inventories at the beginning of the period Finished goods - - (Increase)/decrease in inventory (64,582) - Detail of purchase of traded goods Footwear 92,251 - Garments and accessories 41, ,62 Details of inventory Finished Goods Footwear 5,552 - Garments and accessories 14,3-64, OTHER EXPENSES Remuneration Expenses 5,679 - Warehousing charges 2,343 - Freight expenses Postage and courier expenses Preliminary Expenses - 13 Legal and Professional Fees * Travelling expenses Sample expenses Miscellenous Expenses 1, , *Payment to auditor (included in legal & professional fee) As auditor Reimbursement of expenses Finance costs Interest on borrowings 2,583-2, Earning Per Share (EPS) Profit as per statement of profit and loss (Rs. 's) (11,316) (143) Weighted Average Number of Equity Shares ( in 's) 1 1 Nominal value of Share (Rs.) 1 1 Basic and Diluted earnings per share (Rs.) (113.16) (1.43)

35 WAY FINDERS BRANDS LIMITED Notes to the financial statements for the period ended 31 March UNHEDGED FOREIGN CURRENCY EXPOSURE, WHICH ARE NOT INTENDED FOR TRADING OR SPECULATIVE PURPOSE Particulars of Unhedged foreign Amount in foreign Currency Amount in Indian Currency currency exposure (Rs. ') Currency Mar-16 Mar-15 Mar-16 Mar-15 Trade payables USD 371,52-24,935 - Advance against imports USD 34,715-2,361-2 Foreign Currency Income & Expenditure 31 March March 215 Rs.'s Rs.'s Income-Export (F.O.B ) - - Expenditure: Samples Value of imports on CIF basis : Finished Goods 77, (i) Related Party Disclosure Nature of relationship Name A Holding Company : Bata India Limited B Key Management Person : Rajeev Gopalakrishnan Director Ram Kumar Gupta Director w.e.f Ranjit Mathur Director up to Kumar Nitesh Director up to Maloy Kumar Gupta Director w.e.f Saket Mohta Director w.e.f C Enterprises owned or significantly influenced by Key Managerial Personnel or their relatives : Nil D Enterprises having Key Managerial Person in Common : Nil E Subsidiary of Holding Company : Bata properties Limited Coastal commercial exim limited A Transaction with ultimate Holding Company Expenses /advance paid by Bata India Limited on behalf of Way Finders Brands Limited (Amount in Rs.'s) Year Transaction Outstanding Name of the Party Value Balance ,49 - Bata India Limited B Loan taken (including interest) from Bata India Limited Name of the Party Bata India Limited Year (Amount in Rs.'s) Transaction Value Outstanding Balance Loan Amount Interest amount 216 6, 2,583 62, Details of dues to micro and small enterprises as defined under the MSMED Act, 26 : There are no transactions during the year with any micro and small enterprises as defined under MSMED Act. 24 Previous year figures Previous year figures have been regrouped / reclassified, where necessary, to conform to this year s classification. As per our report of even date For and on behalf of the Board of Directors For Arun K. Agarwal & Associates Ram Kumar Gupta Rajeev Gopalakrishnan Firm Registration No. 3917N Director Director Chartered Accountants DIN : DIN : Arun Kumar Agarwal Partner Membership No Place: New Delhi Date: May 27, 216

36 ROUTE MAP TO THE AGM VENUE Conference Room of Bata India Limited 27B, Camac Street, 1st Floor, Kolkata B, Camac Street, 1st Floor