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:

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 year
registering 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 details of the proceeds of the Fresh Issue are set forth below:

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

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- Executive
Directors.

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.

10. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

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.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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:

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-ir/Policy for Determining Material
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.

12. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

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.

13. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

During the Reporting Period, the Company has not
entered into any materially significant related party
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.

14. CONSERVATION OF ENERGY:

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:

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
Conditioner by changing sitting arrangements
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
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.

iii. The capital investment on energy conservation
equipments;

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

15. RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION:

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. I n 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

16. FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

17. RISK MANAGEMENT:

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 faced by the Company,
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.

18. INTERNAL FINANCIAL CONTROLS:

We consider strong internal financial controls to
be a fundamental part of our governance and risk
management framework. These controls help us
manage financial and operational 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 reviews,
based on the annual Internal Audit plan as approved
by the Audit Committee of the Board. Our Statutory
auditors have issued an unqualified report for the year
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.

19. DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMENATWORKPLACE(PREVENTION,PROHIBITION
AND REDRESSAL) ACT, 2013:

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.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards have been followed and
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.

21. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT ("BRSR”)

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.

22. COMPLIANCE WITH THE PROVISIONS OF FOREIGN
EXCHANGE MANAGEMENT ACT, 1999

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

23. EMPLOYEES STOCK OPTION PLANS

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. Sanket
Hattimattur, 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 as the Trust will repay the loan amount to
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.

24. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 following
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 of
appointment of Independent Directors.

The Policy on Board Diversity alongwith terms &
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 directed
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.

25. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR policy outlines the Company’s philosophy,
responsibility and lays down the guidelines and
mechanism for undertaking socially impactful programs

V. Risk Management Committee:

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.

29. STATUTORY AUDITORS

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 of the
12th AGM till the conclusion of the AGM to be held for
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.

30. MAINTENANCE OF COST RECORDS

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

31. SECRETARIAL AUDITOR

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, Practicing
Company 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.

32. SECRETARIAL STANDARDS:

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

33. VIGIL MECHANISM:

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.

34. COMPLIANCE WITH CODE OF CONDUCT

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.

35. CORPORATE GOVERNANCE

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.

36. GENERAL

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 or material orders were passed
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.

37. ACKNOWLEDGEMENTS

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.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

BRAINBEES SOLUTIONS LIMITED

Sd/- Sd/-

Supam Maheshwari Sanket Hattimattur

Managing Director & CEO Non-Executive Director

DIN: 01730685 DIN: 09593712

Date: May 26, 2025 Date: May 26, 2025