The Board of Directors present the Company’s Sixteenth Annual Report and Audited Financial Statements of the Company for
the financial year ended March 31,2026 (“Reporting Period").

1. FINANCIAL RESULTS:

The highlights of 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 athttps://www.firstcry.com/
investor-relations/financial-statements.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company, as on March 31, 2026, has 8 (Eight) subsidiaries and 29 (Twenty-Nine) 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, the following changes

occurred in the subsidiaries of the Company:

i. Swara Baby Products Limited (“Swara Baby"), a
Subsidiary of the Company, incorporated a new
wholly-owned subsidiary, namely Swara Corp.,
in the State of Delaware, USA, on December 08,
2025. Consequently, Swara Corp. became a
wholly-owned subsidiary of Swara Baby and a
step-down subsidiary of the Company.

ii. Further, Swara Baby acquired 100% stake in
K.A. Enterprises (Hygiene) Private Limited (“KA
Hygiene") from its existing shareholders by
allotment of requisite equity shares of Swara Baby
on December 25, 2025. Accordingly, KA Hygiene
became a wholly-owned subsidiary of Swara
Baby and a step-down subsidiary of the Company.

iii. Additionally, Swara Baby acquired 100% stake in
Solis Hygiene Private Limited (“Solis Hygiene")
from the existing shareholders of Solis Hygiene
(including the Company) by allotment of requisite
equity shares of Swara Baby on December 30,
2025. Consequently, Solis Hygiene ceased to be
a direct subsidiary of the Company and became
a wholly-owned subsidiary of Swara Baby and a
step-down subsidiary of the Company.

Other than the changes mentioned above, no company
became or ceased to be a subsidiary, joint venture,
or associate company of the Company during the
Reporting Period.

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 athttps://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 Limited and Firstcry Management DWC-
LLC (United Arab Emirates) were material subsidiaries
of the Company as per the Listing Regulations.

11. 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 the Financial Statements forming part of
the Annual Report.

12. 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 athttps://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 in 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.

13. 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
at the registered office which has led to
considerable saving of energy levels and the
electricity costs;

• The Company has trained the employees on
energy conservation initiatives resulting in

saving of electricity costs by switching off
electrical equipment when not in use;

• The Company has installed solar panels at a
warehouse for usage of renewable energy;

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

• The Company minimises the use of air
conditioners by keeping flexible sitting
arrangements for 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 installed ridge ventilation,
Louvers and Insulation at rooftop to maintain
the normal temperature in warehouse
without use of HVAC;

• The Company continues 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
equipment;

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

4. 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

15. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the Reporting Period, the Foreign Exchange
earned in terms of actual inflows was Rs. 926.49
million and the Foreign Exchange outgo in terms of
actual outflows was Rs. 66.19 million.

16. RISK MANAGEMENT:

The Company has in place a Risk Management Policy,
which has been designed to identify, assess and
mitigate risks appropriately.

Further, a Risk Management Committee (“RMC") of
the Board 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.

17. 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 unmodified report as at the
end of Reporting Period 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 that our internal
financial controls were functioning well throughout the
Reporting Period.

18. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORK PLACE (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 Complaints
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 2025-26, the Company has
not received any complaint of sexual harassment
of women at workplace and hence, there were no
complaints pending for redressal as at the end of
Reporting Period.

19. 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:

a) in the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards have been followed and
there was no material departure from the same;

b) 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 31,2026 and of the
profit for the period from April 01, 2025 to March
31,2026;

c) 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;

d) they have prepared the annual accounts on a
going concern basis;

e) 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

f) they had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

20. 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.

21. 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 Reporting Period.

22. EMPLOYEES STOCK OPTION PLANS:

As on financial year ended on March 31, 2026, the
Company has three employees stock option plans
(“ESOP Schemes") as mentioned below:

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 shares of the Company having face value of Rs.
2/- (Indian Rupees 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, the Act
and ESOP Schemes of the Company can be accessed
at https://www.firstcry.com/investor-relations/annual-
reports-other-documents.

There was no change in the ESOP Schemes of the
Company during the Reporting Period.

During the Reporting Period, the Company has made
following allotment of equity shares under the ESOP
Schemes through direct route to the eligible employees:

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

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 16th Annual General Meeting
(“AGM") of the Members of the Company.

23. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were following changes occurred in the Board and Key Managerial Personnel during the financial year 2025-26:

*Appointed as a Director (Non-Executive Non-Independent) of the Company with effect from May 04, 2026 by the
shareholders of the Company by way of an ordinary resolution passed through Postal Ballot.

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. Based
on the recommendation of the NRC, the Board has
recommended for the approval of the Members, re¬
appointment of Mr. Sanket Hattimattur (DIN: 09593712)
as a Director (Non-Executive) at the ensuing AGM. A
brief profile of Mr. Sanket Hattimattur (DIN: 09593712)
and other requisite information are provided as part of
the Notice of 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 along with 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 athttps://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 athttps://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.

24. 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
towards welfare and sustainable development of the
community around the area of its operations.

The Annual Report on CSR Activities for the Reporting
Period including brief outline of the CSR policy of the
Company is annexed herewith as Annexure-III.

25. 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 as
Annexure-IV to this Report.

In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a 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.

26. BOARD MEETINGS:

5 (Five) meetings of the Board of Directors were 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.

27. COMMITTEES OF THE BOARD:

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders’ Relationship Committee;

d) Corporate Social Responsibility Committee; and

e) Risk Management Committee.

The particulars of the committee compositions,
terms of reference, committee meetings held and
attendance of each committee member are detailed in
the Corporate Governance Report forming part of this
Annual Report.

28. STATUTORY AUDITORS:

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
12^th AGM till the conclusion of the AGM to be held for
the financial year ending March 31, 2027 i.e. from the
financial year 2022-23 to the financial year 2026-27.

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 2025-26 does
not contain any qualification, reservation, disclaimer or
adverse remark.

29. MAINTENANCE OF COST RECORDS:

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

30. SECRETARIAL AUDITOR:

The Members at the 15^th Annual General Meeting
held on Friday, September 19, 2025, had appointed
M/s. Samdani Shah and Kabra, Practicing

Company Secretaries (Firm Registration Number-
P2008GJ016300), as Secretarial Auditors of the
Company, for a term of 5 (five) consecutive years
commencing from financial year 2025-26 till financial
year 2029-30.

For the Reporting Period, there are no qualifications,
reservations, 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 Shah and Kabra, Practicing
Company Secretaries (Firm Registration Number-
P2008GJ016300), also acted as Secretarial Auditors
for Digital Age Retail Private Limited, material unlisted
subsidiary of the Company, for the financial year
ended on March 31,2026. 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, 2026. 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 Limited, material unlisted subsidiary of the
Company, for the financial year ended on March 31,
2026. The Secretarial Audit Report of Swara Baby
Products Limited is annexed as Annexure-VD.

31. SECRETARIAL STANDARDS:

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

32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

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 athttps://cdn.fcglcdn.
com/brainbees/firstcry-ir/Whistle Blower Policy.pdf

During the Reporting Period, no complaints were
reported under Vigil Mechanism/Whistle Blower Policy.

33. 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 Reporting Period.

A declaration to this effect signed by the Managing
Director & CEO of the Company is annexed to this
Report as Annexure-VI.

34. 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 prepared in accordance with the
requirements of the Listing Regulations forms part of
this Annual Report. A certificate issued M/s. Samdani
Shah and Kabra, Company Secretaries, the Secretarial
Auditors of the Company, confirming compliance with
the conditions of Corporate Governance is annexed to
this Report as Annexure-VII.

35. APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016:

During the Reporting Period, a petition has been filed
by a former franchisee of the Company in the capacity
of an operational creditor on June 30, 2025 under
Sections 8 and 9 of the Insolvency and Bankruptcy
Code, 2016 (“IBC"), against the Company. As per Form
5 under the IBC, the said former franchisee claims
an operational debt amounting to Rs. 93.55 million,
citing alleged business losses, furniture and fixtures,
discounts/coupons, rent, unsold stock value, etc.

The Company believes that the claims are not
maintainable and are disputable in nature. The
stores operated by the said former franchisee were
discontinued owing to continuous breach of the terms
of the Franchise Agreement. As at the end of the
Reporting Period, the Company is in the process of filing
an appropriate response before the Hon’ble NCLT and
is taking necessary legal steps to contest the matter.

Based on legal advice received, the management
believes that the petition is not maintainable and
does not expect any material adverse impact on the
operations, financial position or going concern status
of the Company. Except as mentioned above, there is
no proceeding made or pending under the IBC against
the Company.

36. COMPLIANCE WITH THE PROVISIONS OF MATERNITY
BENEFITS ACT, 1961:

During the Reporting Period, the Company has
complied with the provisions relating to the Maternity
Benefits Act, 1961.

37. 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 as referred
to in this Report.

d. The Managing Director of the Company has not
received 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 was no instance of one time settlement
with any Bank or Financial Institution.

i. There was no revision of financial statements
and/or Board’s Report of the Company.

38. 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 members
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, 2026 Date: May 26, 2026