To

The Members,

Brainbees Solutions Limited ("the Company")

The Board of Directors present the Company's Fifteenth Annual Report and Audited Financial Statements of the Company for the financial year ended March 31,2025 ("Reporting Period").

1. FINANCIAL RESULTS:

The highlights on the Company's financial statements on a standalone and consolidated basis are summarised below: (Amount in Rs. million, unless otherwise stated)

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto are available on the Company's website and can be accessed at https://www.firstcry.com/ investor-relations/financial-statements.

2. STATE OF COMPANY'S AFFAIRS:

The Company is engaged in the business of buying, selling, advertising and promoting maternity, baby and kids products on a wholesale basis through various channels and providing facilitation services in education, training and other related activities. The Company is also a single brand retailer and operates stores under the brand name Babyhug.

During the year under review, the Standalone Revenue from operations of the Company increased to ' 24,709 million as compared to ' 21,632 million in the previous year, registering a growth of 14%. The Standalone profit after tax for the year under review was ' 599 million as compared to loss after tax of ' 622 million in the previous year registering increase of 196%.

During the year under review, the Consolidated Revenue from Operations of the Group increased to ' 76,596 million compared to ' 64,809 million in the previous year, registering growth of 18%. The Consolidated Adjusted EBITDA (EBITDA before ESOP Cost) for the period under review for the Group was ' 3,935 million as compared to ' 2,744 million in the previous yearregistering increase of 43%. The Consolidated loss after tax for the period under review for the Group was ' 2,648 million as compared to ' 3,215 million in the previous year registering a decrease in losses of 18%.

3. DIVIDEND:

During the Reporting Period, the Board has not recommended any dividend. The dividend distribution policy of the Company which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned, can be accessed at https://cdn.fcglcdn.com/brainbees/ firstcry-ir/Dividend Distribution Policy.pdf.

4. DETAILS OF MATERIAL CHANGES & COMMITMENTS FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

5. MATERIALEVENTSDURINGTHEREPORTINGPERIOD

A. The Company has converted all its Compulsory Convertible Preference Shares, i.e. 3,51,83,570 into 3,51,83,570 Equity Shares on July 05, 2024 in the ratio of 1:1.

B. During the Reporting Period, your Company made an Initial Public Offering ("IPO") of 90,194,432 equity shares of face value of 2 each for cash at a price of 465.00 per equity share (a discount of 44 per equity share was offered to eligible employees bidding in the employee reservation portion) aggregating to 41,937.28 million comprising a fresh issue of 3,58,34,699 equity shares of face value 2 each aggregating to 16,660.00 million (the "Fresh Issue") and an offer for sale of 5,43,59,733 equity shares of face value 2 each aggregating to 25,277.28 million

(the "offer for sale"), comprising an offer for sale of 4,68,14,458 equity shares of face value 2 each aggregating to 21,768.72 million by corporate selling shareholders and 75,45,275 equity shares of face value 2 each aggregating to 3,508.55 million by individual selling shareholders.

The issue included a reservation of 71,258 equity shares of face value of 2 each, aggregating to 30.00 million for subscription by eligible employees.

The issue opened on August 06, 2024 (August 05, 2024 for Anchor Investors) and closed on August 08, 2024. The issue was led by Book

Running Lead Managers viz. Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited, BofA Securities India

Limited, JM Financial Limited and Avendus Capital

Private Limited.

The offer (excluding Anchor Investors) was subscribed 12.26 times (i.e. 2.49 times in Retail Individual Bidders category, 19.29 times in the Qualified Institutional Investors category, 3.53 times and 5.35 times in the Non-Institutional

Investors category more than 0.20 million up to

1 million and above 1 million, respectively and 7.17 times in eligible employees category).

The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on August 13, 2024.

The utilisation of funds raised through IPO have been mentioned hereunder:

Your Company has appointed ICRA Limited as Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time confirming no deviation or variation in the utilisation of proceeds of the IPO from the objects stated in the Prospectus dated August 08, 2024. The Company has submitted the statement(s) and report as required under Regulation 32 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") to both the exchanges where the shares of the Company are listed, namely, National Stock Exchange of India Limited and BSE Limited and on timely basis.

Your Directors would like to thank the merchant bankers - Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited, BofA Securities India Limited, JMFinancial Limited and Avendus Capital Private Limited and legal counsels involved with the IPO- Shardul Amarchand Mangaldas & Co., Khaitan & Co., Sidley Austin LLP and Linklaters Singapore Pte. Ltd. for helping the Company achieving successful IPO and listing. Your Directors would also like to thank the regulators SEBI and ROC for enabling the Company to take its equity story to the public market. Last but not the least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company & its management.

6. MANAGEMENTDISCUSSIONANDANALYSISREPORT

Management Discussion and Analysis Report for the Reporting Period, as stipulated under the Listing Regulations, is presented in a separate section, which forms part of this Annual Report.

7. ANNUAL RETURN

As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013 (‘the Act'), the Annual Return of the Company is placed on the website of the Company at https://www.firstcry.com/investor-relations/annual-reports-other-documents.

8. PERFORMANCE EVALUATION

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Board, its Committees and Directors including Independent Directors. The said criteria provide certain parameters like contribution to the Board, attendance, effective participation, domain knowledge and so on, which are considered by the Nomination and Remuneration Committee, Independent Directors in their separate meeting, and/or the Board while evaluating the performance.

Pursuant to the provisions of the Act and the Listing Regulations, the Board of Directors has carried out an annual performance evaluation of the Board as a whole, its Committees, and the Directors individually including Independent Directors as per the above said framework.

Based on the inputs from all the Directors on Board composition and structure, effectiveness of Board processes, information, and functioning, etc., evaluation of Board's performance was done. The performance of the committees was also evaluated by the Board after seeking input from the committee members on composition, effectiveness of committee and its meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non- ExecutiveDirectors.

The Nomination & Remuneration Committee and the Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

9. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

The Company has not proposed to transfer any amount to the reserves during the financial year under review.

During the Reporting Period, the Company was not required to transfer any amount and equity shares to the Investor Education and Protection Fund as per the provisions of Section 125 of the Act.

The Company, as on March 31, 2025, has 9 (Nine) subsidiaries and 26 (Twenty-Six) step-down subsidiaries and no associate company and joint venture. The details of subsidiaries and step-down subsidiaries are as follows:

Name of Step Down Subsidiaries Step Down Indian Subsidiaries

During the Reporting Period, no company has become or ceased to be the subsidiary, joint ventures or associate company of the Company.

In accordance with the provisions of the Act and the Listing Regulations read with Ind AS 110-Consolidated

Financial Statements, the Consolidated Audited Financial Statements forms part of this Annual Report. Further, a statement providing details of performance and the salient features of the financial statements of the subsidiaries in the prescribed format Form AOC- 1 is appended as Annexure I which forms part of this report.

The financial statements of the subsidiaries, are available on the Company's website and can be accessed at https://www.firstcry.com/investor-relations/subsidiaries. The Company has formulated a Policy for determining Material Subsidiaries. The said Policy is available on the Company's website and can be accessed at https://cdn.fcglcdn.com/ brainbees/firstcry

Subsidiaries.pdf.

During the Reporting Period, Digital Age Retail Private Limited, Globalbees Brands Private Limited,

Swara Baby Products Private Limited and Firstcry Management DWC-LLC (United Arab Emirates) were material subsidiaries of the Company as per the Listing

Regulations. Swara Baby Products Private Limited was a material subsidiary as on December 31, 2024, however, as per financial statements of financial year 2024-25, it is no more a material subsidiary of the

Company.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report.

During the Reporting Period, the Company has not entered into any materially significant transaction pursuant to Listing Regulations. Related party transactions entered into by the Company and

Subsidiaries were approved by the Audit Committee and the Board and by the Audit Committee, respectively, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report. The policy on dealing with related party transactions ("RPT Policy") formulated by the Board can be accessed at https://cdn.fcglcdn.com/ brainbees/firstcry-ir/Related_Party_Transactions.pdf

All transactions with related parties are in accordance with the RPT Policy. Further, during the Reporting Period, in terms of Section 188 of the Act, all transactions entered into by the Company with its related parties were on arm's length basis and ordinary course of business. The disclosure under the prescribed Form

AOC-2 in terms of Section 134 of the Act is enclosed herewith as Annexure II.

Since the Company is mainly engaged in wholesale and retail business, the Company does not consume a substantial amount of energy. However, the Company has strived to imbibe energy conservation principles and initiatives across all its facilities.

i. The steps taken or impact on conservation of energy: -ir/Policy_for_Determining_Material_ Key Initiatives taken across are highlighted below:

• The Company has continued usage of the electric manual switches that were installed in each work station at the registered office which has led to considerable saving of energy levels and the electricity costs;

• The Company has installed solar panels at a warehouse;

The Company has installed battery powered material handling equipments at the warehouses;

• The Company minimises the use of Air Conditionerbychangingsittingarrangements of employees;

• The Company uses natural lighting in the roof structure and uses the see through roof tiles for natural light in the warehouses;

• The Company continue to prioritise the use of LED lights in our corporate offices, stores/ warehouses; and

The Company has made energy-efficient infrastructure, i.e. to Use of gravity spiral instead of power spiral for material movement; etc. ii. The steps taken by the Company for utilising of alternate sources of energy:

The Company has also installed new-age energy efficient LED fittings and motion sensors in its various warehouses across India which has helped us to reduce the energy consumption. The Company has installed solar panels at a warehouse.

The Company constantly evaluates new developments and invests into latest energy efficient equipments

The Company does not have any formal Research and Development Department. However, efforts are always made for the improvements in its process controls, control over the time and materials wastages. Expenditures on such activities cannot be identified separately. i. The efforts made towards technology absorption:

The Company has not absorbed any technology from any source. ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): (a) the details of technology imported: Not

Applicable

(b) the year of import: Not Applicable (c) whether the technology been fully absorbed:

Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable iv. The expenditure incurred on Research and

Development: Not Applicable

During the Financial Year, the Foreign Exchange earned in terms of actual inflows was 1,088.58 million and the Foreign Exchange outgo in terms of actual outflows was 101.68 million.

The Company has a formed a Risk Management Policy, which can be accessed at https://cdn.fcglcdn.com/ brainbees/firstcry-ir/Risk_Management_Policy.pdf.

The said Policy has been designed to identify, assess and mitigate risks appropriately.

Further, a Risk Management Committee ("RMC") has been set up by the Board. The RMC has been entrusted with the responsibility to assist the Board in:

Review, assess and formulate the risk management system and policy of the Company from time to time and recommend for an amendment or modification thereof, which shall include: (a) a framework for identification of internal and external risks specifically in particular including financial, operational, sectoral, sustainability (particularly, environment, social and governance related risks), information, cyber security risks or any other risk as may be determined by the Risk Management Committee; (b) measures for risk mitigation including systems and processes for internal control of identified risks; and (c) business continuity plan;

• Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

• Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

Periodically review the risk management policy, including by considering the changing industry dynamics and evolving complexity, and recommend for any amendment or modification thereof, as necessary;

• Keep the Board of the Company informed about the nature and content of its discussions, recommendations and actions to be taken; and

To implement and monitor policies and/or processes for ensuring cyber security.

As a Company, we are committed to continuously strengthening our risk management systems and processes to keep pace with the rapidly changing business environment. Our framework supports decision-making at all levels of the enterprise.

Further details on the risk management activities including the implementation of Risk Management

Policy, key risks identified and their mitigations are covered in Management Discussion and Analysis

Report, which forms part of this Annual Report.

We consider strong internal financial controls to be a fundamental part of our governance and risk management framework. These controls help us operational manage risks, ensure compliance with our policies, safeguard our assets, and maintain the accuracy and reliability of our financial reporting.

We have established an internal financial control system that is appropriate for the size and complexity of our business. This system ensures that all transactions are properly authorised, recorded accurately, and reported in a timely manner, allowing us to produce dependable financial information that meets applicable accounting standards. Wherever possible, we have automated key controls and embedded them into our everyday business processes.

Further, with the support of an appointed Internal Audit firm, we carry out risk-based Internal audit based on the annual Internal Audit plan as approved by the Audit Committee of the Board. Our Statutory the year auditors have issued an unqualified ending March 31, 2025 after testing the effectiveness of these controls.

To ensure our controls remain effective, we follow below approach:

1) Management conducts regular reviews and self-assessments;

2) Appointed Internal Audit firm regularly monitors internal risk controls; and

3) Independent reviews and testing are performed by our Statutory and Secretarial Auditors.

Based on these processes, we believe our internal financial controls were functioning well throughout financial year 2024-25. Our Statutory Auditors tested these controls and did not find any material weaknesses or significant gaps in their design or operation.

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and an Internal Complaint

Committee, including its constitution, are in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place.

Your Company believes that a sustainable company is built on a foundation of good governance that promotes ethical behaviour at all levels and continues to reinforce the right environment.

During the Financial Year 2024-25, the Company has not received any complaint of sexual harassment and hence, there were no complaints pending for redressal as on March 31, 2025.

In accordance with the provisions of Section 134 of the Act, your Directors to the best of their knowledge and belief confirm and state

(i) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and reviews, there was no material departure from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit for the period from April 01, 2024 to March 31, 2025; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year; and (vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

In accordance with the Listing Regulations, the

BRSR describes the performance of the Company on environmental, social and governance aspects. The disclosures on key performance indicators (KPIs) of BRSR Core and Independent Assurance Report on the identified sustainability information are set out as a separate section under this Annual Report.

The Company has complied with all the applicable provisions of Foreign Exchange Management Act, 1999 during the financial year 2024-25.

As on financial year ended on March 31, 2025, the

Company has three employees stock option plans ("ESOP Schemes") as mentioned below, which were ratified by shareholders of the Company on October 10, 2024, i.e. post listing of equity shares of the Company: a. Employee Stock Option Plan 2011 ("BBESOP 2011"); b. Brainbees Employees Stock Option Plan 2022

("BBESOP 2022"); and c. Brainbees Employees Stock Option Plan 2023

("BBESOP 2023").

In accordance with the terms of ESOP Schemes, options may be granted to employees of the Company and its subsidiaries which gives them rights to receive equity share of the Company having face value of 2/- (Indian Rupee Two) each on vesting. The Company confirms that the ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations").

Further, the details as required to be disclosed under Regulation 14 of the SEBI SBEBSE Regulations can be accessed at https://www.firstcry.com/investor-relations/annual-reports-other-documents and ESOP Schemes of the Company can be accessed at https:// www.firstcry.com/investor-relations/compliances.

During the financial year, there was following material change made in the BBESOP 2023 with the approval of members through postal ballot, effective from February 05, 2025:

The definition of Management Employee has been widened in BBESOP 2023. Prior to amendment, the Management Employees included Mr. Supam Maheshwari, Managing Director & CEO, Mr. SanketHattimattur, Executive Director & Chief of Staff (designated as Non-Executive Director with effect from April 01, 2025) and Mr. Prashant Jadhav, Chief Technology Officer of the Company and certain options under BBESOP 2023 are reserved for Management Employees. The amended definition of Management Employee has widened the scope to include the other employees in Management Employee as approved by the Administrator of BBESOP 2023.

Except as mentioned above, there is no material change in the ESOP Schemes of the Company during the Reporting Period.

During the Reporting Period, the Company has allotted following equity shares under ESOP Schemes through direct route:

Note: Equity shares transferred through trust route are not covered above.

The Company has granted interest free loan of 5,18,11,270/- (Rupees Five Cr. Eighteen Lakhs Eleven Thousand Two Hundred and Seventy Only) under BBESOP 2022 on January 29, 2022 and 3,63,15,99,822.60/- (Rupees Three Hundred Sixty Three Cr. Fifteen Lakhs Ninety Nine Thousand Eight Hundred Twenty Two and Paise Sixty Only) under BBESOP 2023 on December 26, 2023 to Brainbees ESOP Trust ("Trust") for purpose of subscribing to the shares of the Company for further granting of these shares as ESOPs to the employees of the Company and/or subsidiaries. The tenure of repayment of loan is not specified the Company as and when the ESOPs are exercised by the employees.

The Company has also obtained certificates from the Secretarial Auditors confirming that BBESOP 2011, BBESOP 2022 and BBESOP 2023 have been implemented in accordance with the SEBI SBEBSE Regulations and the resolutions passed by the shareholders of the Company. The said certificates will be made available for inspection by the members electronically during the Annual General Meeting ("AGM") of the Company.

There were following changes occurred in the Board and Key Managerial Personnel during the financial year 2024-25:

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014, Mr. Sanket Hattimattur (DIN: 09593712), Non-Executive Director of the

Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Further, the change in designation of Mr. Sanket Hattimattur

(DIN: 09593712) from Executive Director to Non-

Executive Director shall be placed before the members at the AGM for approval. Item seeking members' approval on the above will be included in the Notice convening the AGM. Brief resume and other requisite details as stipulated under Secretarial Standard 2 on General Meetings of the Directors being appointed/ re-appointed will be forming part of the Notice of the ensuing AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that: a. they meet the criteria of independence prescribed under the Act and the Listing Regulations; b. they have registered their names in the Independent Directors' Databank; and c. they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, all the Independent Directors of the Company possess requisite expertise, integrity, experience and proficiency.

The Company has devised, inter alia, the policies viz.: a) Policy on Board Diversity; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Company has also set out terms & conditions appointment of Independent Directors.

The Policy on Board Diversity alongwith conditions of appointment of Independent Directors sets out the guiding principles for the Nomination and

Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company. The said Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Company's operations. There has been no change in the policy during the Reporting Period. The said Policy on Board Diversity is available on the Company's website and can be accessed at https://cdn.fcglcdn. com/brainbees/firstcry-ir/Policy_on_Board_Diversity. pdf and the said terms & conditions of appointment of Independent Directors are available on the Company's website and can be accessed at https://cdn.fcglcdn. com/brainbees/firstcry-ir/Terms_and_Conditions_of_ Appointment_of_Independent_Directors.pdf.

The Company's remuneration policy is towards rewarding performance, based on review of achievements. The Remuneration Policy is in consonance with existing industry practice. There has been no change in the policy during the Reporting Period.

The said policy is available on the Company's website and can be accessed at https://cdn.fcglcdn.com/ brainbees/firstcry-ir/Remuneration_Policy_2023.pdf . We affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the terms laid out in the Remuneration Policy of the Company.

The CSR policy outlines the Company's responsibility and lays down the guidelines and mechanismforundertakingsociallyimpactfulprograms towards welfare and sustainable development of the community around the area of its operations.

The brief outline of the CSR policy of the along with other mandatory details is annexed in Annexure-III.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES & Disclosure comprising particulars with respect to the remuneration of Directors and employees and other details, as required to be disclosed in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed asAnnexure- IV to this Report.

In terms of the provisions of Section 197(12) of Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Further, in terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and Compliance Officer of the Company at companysecretary@firstcry.com.

16 (Sixteen) meetings of the Board of Directors held during the year. The maximum interval between any two meetings of the Board did not exceed 120 days. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

During the Reporting Period, the Board of Directors had the following Statutory Committees in order to effectively cater to their duties:

The Audit Committee comprises of four Directors as below:

II. Nomination And Remuneration Committee:

The Committee comprises of three Directors as below:

III. Stakeholder Relationship Committee:

The Committee comprises of three Directors as below:

The Committee comprises of three Directors as below:

The Committee comprises of four members as below:

- The particulars of the committee meetings held and attendance of each committee member are detailed in the Corporate Governance Report.

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013) have been appointed as Statutory Auditors of the Company for a period of five (5) years from the conclusion 12th AGM till the conclusion of the AGM to be held for as the financial year ending March 31, 2027 i.e. from the financial year 2022- 2023 to the financial year 2026-2027.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for - any further comments and explanations.

The Auditors' Report for the financial year 2024-2025 does not contain any qualification, reservation, disclaimer or adverse remark.

The Company is not required to maintain cost records under the provisions of Companies Act, 2013.

The Board has appointed M/s. Samdani Kabra& Associates, Practicing Company Secretaries (Firm Registration No. P2002GJ013100), as Secretarial Auditors of the Company, for the financial year 2024-2025, to conduct Secretarial Audit of the Company.

For the Reporting Period, there are no qualifications, adverse remarks or disclaimers made by the Secretarial Auditor in their Secretarial Audit Report, which is annexed herewith as an Annexure- VA.

Further, M/s. Samdani Kabra & Associates, PracticingCompany Secretaries (Firm Registration No. P2002GJ013100), also acted as Secretarial Auditors for Digital Age Retail Private Limited, material unlisted subsidiary of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report of Digital Age Retail Private Limited is annexed as Annexure - VB.

Further, M/s. Rohit Agarwal & Associates, Practicing Company Secretaries (FRN: I2015RJ1364400), acted as Secretarial Auditors for Globalbees Brands Private Limited, material unlisted subsidiary of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report of Globalbees Brands Private Limited is annexed as Annexure - VC.

Further, M/s. Nirmal Patel & Associates, Practicing Company Secretaries (Mem. No. F12535 and CP No. 18789), acted as Secretarial Auditors for Swara Baby Products Private Limited, material unlisted subsidiary of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report of Swara Baby Products Private Limited is annexed as Annexure - VD. The Board has proposed and recommended to the members for approval in the forthcoming Annual General Meeting ("AGM"), the appointment of M/s. Samdani Shah and Kabra, Practicing Company Secretaries (Firm Registration No. P2008GJ016300), as Secretarial Auditors of the Company, for a period of Five (05) consecutive years commencing from 2025-26 till 2029-30, to conduct Secretarial Audit of the Company. M/s. Samdani Shah and Kabra, Practicing Company Secretaries, has granted their consent and confirmed their eligibility for the proposed appointment.

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company is committed to conducting its business affairs with fairness and transparency, adhering to - the highest standards of integrity, professionalism and ethical behaviour. In line with this commitment, the Company has formulated a Whistle Blower Policy ("Policy") in accordance with the provisions of the Act and Regulation 22 of Listing Regulations. This Policy aims to provide a platform and mechanism for employees, directors and other stakeholders to report unethical behaviour, fraud or violations of the Company's Code of Conduct, ethics and principles without fear of retaliation. It also ensures direct access to the Chairperson of the Audit Committee.

Reported concerns are thoroughly investigated by the Whistleblower Committee and are reported to the Audit Committee on a quarterly basis. The Company affirms that, in compliance with the Policy, no personnel have been denied access to the Chairperson of the Audit Committee.

The Policy can be accessed at https://cdn.fcglcdn. com/brainbees/firstcry-ir/Whistle_Blower_Policy.pdf. During the Reporting Period, no complaints were reported under Vigil Mechanism.

All Board members and Senior Management Personnel have affirmed their compliance with the Company's Code of Conduct for Board Members and Senior Management Personnel for the financial year 2024-25.

A declaration to this effect signed by the Managing Director & CEO is included in this Report as Annexure- VI.

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Annual Report. Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached herewith as Annexure VII.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the Reporting Period: a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential rights as to dividend, voting or otherwise. c. Issue of shares (including sweat equity shares) to employees of the Company, except pursuant to the Employees' Stock Options Scheme and under Initial Public Offer referred to in this Report. d. Neither the Managing Director nor the Whole-time Directors of the Company received any salary or commission from any of the subsidiaries of the Company. e. No significant by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. f. No fraud has been reported by the Auditors to the Audit Committee or the Board. g. There has been no change in the nature of business of the Company.

h. There is no proceeding made or pending under the Insolvency and Bankruptcy Code, 2016. i. There was no instance of one time settlement with any Bank or Financial Institution. j. There is no voluntary revision of Financial Statements or Board's Report of financial year ended March 31, 2025.

Your Directors place on record their sincere thanks to customers, employees, bankers, business associates, vendors and consultants, and various Government Authorities for their continued support extended to your Company's activities during the Reporting Period.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.