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Company Information

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BRAINBEES SOLUTIONS LTD.

25 September 2026 | 03:59

Industry >> E-Commerce/E-Retail

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ISIN No INE02RE01045 BSE Code / NSE Code 544226 / FIRSTCRY Book Value (Rs.) 91.75 Face Value 2.00
Bookclosure 52Week High 390 EPS 0.00 P/E 0.00
Market Cap. 9440.96 Cr. 52Week Low 163 P/BV / Div Yield (%) 1.97 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2026-03 

g. Provisions (other than for employee benefits),
Contingent liabilities and contingent assets
i. Provisions (other than for employee benefits)

A provision is recognised if, as a result of
a past event, the Company has a present
legal or constructive obligation that can be
estimated reliably, and it is probable that
an outflow of economic benefits will be
required to settle the obligation. Provisions
are determined by discounting the expected
future cash flows (representing the best
estimate of the expenditure required to settle

the present obligation at the balance sheet
date) at a pre-tax rate that reflects current
market assessments of the time value of
money and the risks specific to the liability.
The unwinding of the discount is recognised
as finance cost. Expected future operating
losses are not provided for.

ii. Contingent liabilities and contingent assets

A contingent liability exists when there is a
possible but not probable obligation, or a
present obligation that may, but probably
will not, require an outflow of resources, or
a present obligation whose amount can not
be estimated reliably. Contingent liabilities
do not warrant provisions, but are disclosed
unless the possibility of outflow of resources
is remote.

A contingent asset is a possible asset that
arises from past events and whose existence
will be confirmed only by the occurrence or
non-occurrence of one or more uncertain
future events not wholly within the control
of the entity. Contingent assets are not
recognised in the Standalone Financial
Statements. However, contingent assets
are assessed continually and if it is virtually
certain that an inflow of economic benefit
will arise, the asset and related income are
recognised in the period in which the change
occurs. A contingent asset is disclosed,
where an inflow of economic benefits is
probable.

h. Revenue

Revenue from contracts with customers is
recognised upon transfer of control of promised
goods/services to customers at an amount that
reflects the consideration to which the Company
expect to be entitled for those goods/services.
To recognise revenues, the Company applies the
following five-step approach:

- Identify the contract with a customer;

- I dentify the performance obligations in the
contract;

- Determine the transaction price;

- Allocate the transaction price to the
performance obligations in the contract; and

- Recognise revenues when a performance
obligation is satisfied.

i. Revenue from sale of products

Revenue towards satisfaction of performance
obligation is measured at amount of
consideration received or receivable net of
returns and allowances, trade discounts and
rebates, taking into account contractually
defined terms of payment excluding taxes or
duties collected on behalf of the government.
Goods and Service Tax (GST) is not received
by the Company in its own account. Rather, it is
tax collected on value added to the commodity
by the seller on behalf of the government.
Accordingly, it is excluded from revenue.
The Company generally works on cash and
carry model.

ii. Loyalty points programmes

For customer loyalty programmes, the
fair value of the consideration received or
receivable in respect of the initial sale is
allocated between the loyalty points and the
other components of the sale. The amount
allocated to loyalty points is deferred and
is recognised as revenue when the loyalty
points are redeemed and the Company
has fulfilled its obligations to supply the
discounted products under the terms of the
programme or when it is no longer probable
that the award credits will be redeemed.

iii. Internet display charges

Income from internet display charges is
recognised on an accrual basis to the extent
that it is probable that the economic benefits
will flow to the Company and the revenue
from such services can be reliably measured.
The performance obligation is satisfied over
a time and payment is generally due within 30
to 60 days from satisfaction of performance
obligation.

iv. Service income

Service income arising from Brand & Platform
(Website) License usage is recognised on an
accrual basis and in accordance with the
agreement. The performance obligation is
satisfied over a time and payment is generally
due within 45 days from satisfaction of
performance obligation.

v. Preschool revenue

Revenue from royalty and sales of student
kit to franchisee schools is recognised on
accrual basis.

vi. Contract balances

The Policy for Contract balances i.e. contract
assets, trade receivables and contract
liabilities is as follows:

a. Contract assets and trade receivables

The Company classifies its right
to consideration in exchange for
deliverables as either a receivable or as
unbilled revenue. A receivable is a right
to consideration that is unconditional
upon passage of time. Revenues in
excess of billings is recorded as unbilled
revenue and is classified as a financial
asset where the right to consideration
is unconditional upon passage of time.
Unbilled revenue which is conditional
is classified as other current asset.
Trade receivables and unbilled revenue
is presented net of impairment. Refer
to accounting policies of financial
assets in financial instruments -
initial recognition and subsequent
measurement.

b. Contract liabilities

A contract liability is the obligation
to deliver services to a customer for
which the Company has received
consideration or part thereof (or an
amount of consideration is due) from
the customer. If a customer pays
consideration before the Company
deliver services to the customer, a
contract liability is recognised when the
payment is made or the payment is due
(whichever is earlier). Contract liabilities
are recognised as revenue when the
Company performs under the contract.

i. Other Incomei. Recognition of interest income or expense

Interest income or expense is recognised
using the effective interest method.

The 'effective interest rate’ is the rate that
exactly discounts estimated future cash
payments or receipts through the expected
life of the financial instrument to:

- the gross carrying amount of the
financial asset; or

- the amortised cost of the financial
liability.

In calculating interest income and expense,
the effective interest rate is applied to the
gross carrying amount of the asset (when
the asset is not credit-impaired) or to the
amortised cost of the liability. However,
for financial assets that have become
credit-impaired subsequent to initial recognition,
interest income is calculated by applying
the effective interest rate to the amortised
cost of the financial asset. If the asset is no
longer credit-impaired, then the calculation
of interest income reverts to the gross basis.

ii. Rental income

Rental income from sub-leasing activities is
recognised on an accrual basis based on the
underlying sub-lease arrangements.

j. Income tax

Income tax comprises current and deferred tax. It
is recognised in profit or loss except to the extent
that it relates to a business combination or to
an item recognised directly in equity or in other
comprehensive income.

i. Current tax

Current tax comprises the expected tax
payable or receivable on the taxable income
or loss for the year and any adjustment
to the tax payable or receivable in respect
of previous years. The amount of current
tax reflects the best estimate of the tax
amount expected to be paid or received after
considering the uncertainty, if any, related
to income taxes. It is measured using tax
rates (and tax laws) enacted or substantively
enacted by the reporting date.

Current tax assets and current tax liabilities
are offset only if there is a legally enforceable
right to set off the recognised amounts, and
it is intended to realise the asset and settle
the liability on a net basis or simultaneously.

ii. Deferred tax

Deferred tax is recognised in respect of
temporary differences between the carrying
amounts of assets and liabilities for financial
reporting purposes and the corresponding
amounts used for taxation purposes.

Deferred tax is also recognised in respect of
carried forward tax losses and tax credits.
Deferred tax is not recognised for:

- temporary differences arising on the
initial recognition of assets or liabilities
in a transaction that is not a business
combination and that affects neither
accounting nor taxable profit or loss at
the time of the transaction;

- temporary differences related to
investments in subsidiaries, associates
and joint arrangements to the extent
that the Company is able to control the
timing of the reversal of the temporary
differences and it is probable that they
will not reverse in the foreseeable future;
and

- taxable temporary differences arising on
the initial recognition of goodwill.

Deferred tax assets are recognised to the
extent that it is probable that future taxable
profits will be available against which they
can be used. The existence of unused tax
losses is strong evidence that future taxable
profit may not be available. Therefore,
in case of a history of recent losses, the
Company recognises a deferred tax asset
only to the extent that it has sufficient taxable
temporary differences or there is convincing
other evidence that sufficient taxable profit
will be available against which such deferred
tax asset can be realised. Deferred tax assets

- unrecognised or recognised, are reviewed
at each reporting date and are recognised/
reduced to the extent that it is probable/no
longer probable respectively that the related
tax benefit will be realised.

Deferred tax is measured at the tax rates
that are expected to apply to the period when
the asset is realised or the liability is settled,
based on the laws that have been enacted or
substantively enacted by the reporting date.

The measurement of deferred tax reflects
the tax consequences that would follow from
the manner in which the Company expects,
at the reporting date, to recover or settle the
carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset
if there is a legally enforceable right to offset

current tax liabilities and assets, and they
relate to income taxes levied by the same
tax authority on the same taxable entity, or
on different tax entities, but they intend to
settle current tax liabilities and assets on a
net basis or their tax assets and liabilities will
be realised simultaneously.

k. Borrowing cost

Borrowing costs are interest and other costs
(including exchange differences relating to
foreign currency borrowings to the extent that
they are regarded as an adjustment to interest
costs) incurred in connection with the borrowing
of funds. Borrowing costs directly attributable
to acquisition or construction of an asset which
necessarily take a substantial period of time to
get ready for their intended use are capitalised
as part of the cost of that asset. Other borrowing
costs are recognised as an expense in the period
in which they are incurred.

l. Foreign currency transactions

Monetary assets and liabilities denominated in
foreign currencies are translated into the functional
currency at the exchange rate at the reporting
date. Non-monetary assets and liabilities that
are measured at fair value in a foreign currency
are translated into the functional currency at the
exchange rate when the fair value was determined.
Non-monetary assets and liabilities that are
measured based on historical cost in a foreign
currency are translated at the exchange rate at the
date of the transaction. Exchange difference are
recognised in profit and loss.

m. Cash and cash equivalents

Cash and cash equivalents in the Balance
Sheet comprise cash at banks and on hand and
short-term deposits with an original maturity
of three months or less, which are subject to an
insignificant risk of changes in value.

n. Leases

The Company evaluates if an arrangement
qualifies to be a lease as per the requirements
of Ind AS 116. Identification of a lease requires
significant judgment. The Company uses
significant judgement in assessing the lease
term (including anticipated renewals) and the
applicable discount rate.

The Company determines the lease term as the
non-cancellable period of a lease, together with

both periods covered by an option to extend the
lease if the Company is reasonably certain to
exercise that option, and periods covered by an
option to terminate the lease if the Company is
reasonably certain not to exercise that option in
assessing whether the Company is reasonably
certain to exercise an option to extend a lease,
or not to exercise an option to terminate a lease,
it considers all relevant facts and circumstances
that create an economic incentive for the
Company to exercise the option to extend the
lease, or not to exercise the option to terminate
the lease. The Company revises the lease term if
there is a change in the non-cancellable period of
a lease.

Company as a lessee

The Company recognises right-of-use asset
representing its right to use the underlying asset
for the lease term at the lease commencement
date. As per Ind AS 116, lease commencement
date is the date on which a lessor makes an
underlying asset available for use by a lessee. The
Company generally has two types of leases, one
being leases for company owned physical stores
and other being the leases for warehouses of the
Company. In case of leases for company owned
physical stores, the Company recognises right
of use asset on the lease commencement date.
However, in case of leases for warehouses, lessor
provides a rent-free period to facilitate fitting
out and essential modifications to the assets to
make it available for use by the Company. The
assets cannot be used until the modifications are
completed, hence the Company recognises right-
of-use asset for warehouse leases on completion
of the initial rent free period i.e., the date on which
asset is available for use.

The cost of the right of use asset measured at
inception shall comprise of the amount of the
initial measurement of lease lability adjusted
for any lease payments made at or before the
commencement date less any lease incentives
received, plus any initial direct costs incurred and
an estimate of costs to be incurred by the lessee
in dismantling and removing the underlying asset
or restoring the underlying asset or site on which
it is located. The right-of use assets subsequently
measured at cost less any accumulated
amortisation, accumulated impairment losses,
if any and adjusted for any re-measurement
of the lease liability. The right of use asset is

depreciated in the straight line method from the
commencement date over the shorter of lease
term or useful life of right-of-use asset. Right-of
use assets are tested for impairment where there
any indication that their carrying amounts may
not be recoverable. Impairment loss, if any, is
recognised in the standalone statement of profit
and loss.

The Company measures the lease liability at
the present value of the lease payments that
are not paid at the commencement date of
the lease. The lease payments are discounted
using the interest rate implicit in the lease, if
that rate can be readily determined. If that rate
cannot be readily determined, the Company
uses incremental borrowing rate. For leases with
reasonably similar characteristics, the Company,
on a lease by lease basis, may adopt either the
incremental borrowing rate specific to the lease or
the incremental borrowing rate for the portfolio as
a whole. The lease payments shall include fixed
payments, variable lease payments, residual value
guarantees, exercise price of a purchase option
where the Company is reasonably certain to
exercise that option and payments of penalties for
terminating the lease, if the lease term reflects the
lessee exercising an option to terminate the lease.
The lease liability is subsequently re-measured
by increasing the carrying amount to reflect
interest on the lease liability, reducing the carrying
amount to reflect the lease payments made and
re-measuring the carrying amount to reflect any
reassessment or lease modifications or to reflect
revised in-substance fixed lease payments. Where
the carrying amount of the right-of-use asset is
reduced to zero and there is a further reduction
in the measurement of the lease liability, the
Company recognises any remaining amount of
the re-measurement in statement of profit and
loss.

Short-term leases and leases of low value as¬
sets.

The Company applies the short-term lease
recognition exemption to its short-term leases
(i.e., those leases that have a lease term of 12
months or less from the commencement date
and do not contain a purchase option). It also
applies the lease of low-value assets recognition
exemption to leases that are considered to be
low value. Lease payments on short-term leases

and leases of low-value assets are recognised as
expense on a straight-line basis over the lease
term.

Where the Company is the lessor

Leases in which the Company does not transfer
substantially all the risks and rewards of
ownership of an asset is classified as an operating
lease. Assets subject to operating leases are
included in the property, plant and equipment.
Rental income on an operating lease is recognised
in the Statement of Profit and Loss on a straight¬
line basis over the lease term. Costs, including
depreciation, are recognised as an expense in the
Statement of Profit and Loss.

o. Earning per share

Basic earnings per share are calculated by
dividing the net profit and loss for the year
attributable to equity shareholders of the
Company (after deducting preference dividends
and attributable taxes) by the weighted average
number of equity and compulsorily convertible
preference shares outstanding during the year.
For the purpose of calculating diluted earnings
per share, the net profit and loss for the year
attributable to equity shareholders of the Company
and the weighted average number of shares
outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.

p. Segment Reporting

Operating segments are reported in a manner
consistent with the internal reporting provided
to the chief operating decision maker. The board
of directors of the Company are identified as
Chief operating decision maker. Refer note 43 for
segment information.

q. Business combination and Goodwill

Business combinations are accounted for using
the acquisition method. The cost of an acquisition
is measured as the aggregate of the consideration
transferred measured at acquisition date fair value
and the amount of any non-controlling interests
in the acquiree. For each business combination,
the Company elects whether to measure the
non-controlling interests in the acquiree at fair
value or at the proportionate share of the acquiree's
identifiable net assets. Acquisition-related costs
are expensed as incurred.

The Company determines that it has acquired a
business when the acquired set of activities and
assets include an input and a substantive process
that together significantly contribute to the
ability to create outputs. The acquired process is
considered substantive if it is critical to the ability
to continue producing outputs, and the inputs
acquired include an organised workforce with
the necessary skills, knowledge, or experience to
perform that process or it significantly contributes
to the ability to continue producing outputs and
is considered unique or scarce or cannot be
replaced without significant cost, effort, or delay in
the ability to continue producing outputs.

At the acquisition date, the identifiable assets
acquired, and the liabilities assumed are
recognised at their acquisition date fair values.
For this purpose, the liabilities assumed include
contingent liabilities representing present
obligation and they are measured at their
acquisition fair values irrespective of the fact
that outflow of resources embodying economic
benefits is not probable. However, the following
assets and liabilities acquired in a business
combination are measured at the basis indicated
below:

• Deferred tax assets or liabilities, and the
liabilities or assets related to employee
benefit arrangements are recognised and
measured in accordance with Ind AS 12
Income Tax and Ind AS 19 Employee Benefits
respectively.

• Potential tax effects of temporary differences
and carry forwards of an acquiree that exist
at the acquisition date or arise as a result of
the acquisition are accounted in accordance
with Ind AS 12.

When the Company acquires a business, it
assesses the financial assets and liabilities
assumed for appropriate classification and
designation in accordance with the contractual
terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes
the separation of embedded derivatives in host
contracts by the acquiree.

If the business combination is achieved in stages,
any previously held equity interest is re-measured
at its acquisition date fair value and any resulting

gain or loss is recognised in profit or loss or OCI,
as appropriate.

Any contingent consideration to be transferred
by the acquirer is recognised at fair value at
the acquisition date. Contingent consideration
classified as an asset or liability that is a financial
instrument and within the scope of Ind AS 109
Financial Instruments, is measured at fair value
with changes in fair value recognised in profit
or loss in accordance with Ind AS 109. If the
contingent consideration is not within the scope
of Ind AS 109, it is measured in accordance with
the appropriate Ind AS and shall be recognised
in profit or loss. Contingent consideration that
is classified as equity is not re-measured at
subsequent reporting dates and subsequent its
settlement is accounted for within equity.

Goodwill is initially measured at cost, being the
excess of the aggregate of the consideration
transferred and the amount recognised for
non-controlling interests, and any previous
interest held, over the net identifiable assets
acquired and liabilities assumed. If the fair value
of the net assets acquired is in excess of the
aggregate consideration transferred, the Company
re-assesses whether it has correctly identified
all of the assets acquired and all of the liabilities
assumed and reviews the procedures used to
measure the amounts to be recognised at the
acquisition date. If the reassessment still results in
an excess of the fair value of net assets acquired
over the aggregate consideration transferred, then
the gain is recognised in OCI and accumulated
in equity as capital reserve. However, if there is
no clear evidence of bargain purchase, the entity
recognises the gain directly in equity as capital
reserve, without routing the same through OCI.

After initial recognition, goodwill is measured
at cost less any accumulated impairment
losses. For the purpose of impairment testing,
goodwill acquired in a business combination
is, from the acquisition date, allocated to each
of the Company’s cash-generating units that
are expected to benefit from the combination,
irrespective of whether other assets or liabilities of
the acquiree are assigned to those units.

A cash generating unit to which goodwill has
been allocated is tested for impairment annually,
or more frequently when there is an indication
that the unit may be impaired. If the recoverable
amount of the cash generating unit is less than its
carrying amount, the impairment loss is allocated
first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets
of the unit pro rata based on the carrying amount
of each asset in the unit. Any impairment loss
for goodwill is recognised in profit or loss. An
impairment loss recognised for goodwill is not
reversed in subsequent periods.

Where goodwill has been allocated to a cash¬
generating unit and part of the operation within that
unit is disposed of, the goodwill associated with
the disposed operation is included in the carrying
amount of the operation when determining the
gain or loss on disposal. Goodwill disposed in
these circumstances is measured based on the
relative values of the disposed operation and the
portion of the cash-generating unit retained.

r. Recent accounting pronouncements

I. Ind AS 1 (Presentation of Financial

Statements): Classification of Liabilities

Ind AS 1, Presentation of Financial

Statements, applicable w.e.f. April 01, 2025
- The amendment relates to classification
of liabilities as current or non-current and
non-current liabilities with covenants. In the
context of classifying a liability as current,
it removes the requirement of existence of
a right to defer settlement for at least 12
months after the reporting date and instead
requires that the said right should exist on
the reporting date and have substance. The
amendment also introduces guidance on
classification of liabilities with covenants.
The Company has no impact of these
amendments in its classification criteria of
current and non-current liabilities.

II. I nd AS 7 and Ind AS 107 (Cash Flows and
Financial Instruments): Supplier Finance
Arrangements

Companies are required to provide
detailed disclosures on supplier finance
arrangements (reverse factoring), including
terms, outstanding balances, and liquidity
risk, to improve transparency.

The Company has reviewed the new
pronouncements and, based on its
evaluation, has determined that they do not
have any impact on its financial statements.

III. Ind AS 12 (Income Taxes - Pillar Two): Global
Minimum Tax

Introduces a temporary exception to deferred
tax accounting related to Pillar Two model
rules. It requires new disclosures about
exposure to this tax, which treats top-up
taxes as current tax expenses.

The Company has reviewed the new
pronouncements and, based on its
evaluation, has determined that they do not
have any impact on its financial statements.

IV. Ind AS 21 (Effects of Changes in Foreign

Exchange Rates): Lack of Exchangeability

Provides guidance on assessing when
a currency is exchangeable and how to
determine the spot rate when it is not.

The Company has reviewed the new
pronouncements and, based on its
evaluation, has determined that they do not
have any significant impact on its financial
statements.

Impairment assessment for Goodwill

Goodwill is tested for impairment on an annual basis. For the purpose of impairment testing, goodwill acquired in a
business combination is allocated to the Company’s Cash Generating Unit (CGU) or groups of CGUs expected to benefit
from the synergies arising from the business combinations. A CGU is the smallest identifiable group of assets that
generates cash inflows that are largely independent of the cash inflows from other assets or group of assets.

Impairment occurs when the carrying amount of a CGU, including the goodwill, exceeds the estimated recoverable amount
of the CGU. The recoverable amount of CGU is higher of its fair value less cost to sell and its value-in-use. Value-in-use
is the present value of the future cash flows expected to be derived from the CGU. The recoverable amount of goodwill is
based on value-in-use.

The discount rate is a pre-tax measure based on the rate of 10 year government bonds issued by government in the
relevant market and in the same currency as the cash flows, adjusted for risk premium to reflect both the increased risk of
investing in equities generally and the systemic risk of specified CGU.

The cash flow projection include specific estimates for five years and a terminal growth rate thereafter. The terminal growth
rate has been determined based on management's estimate at which company’s free cash flow are expected to grow
perpetually beyond the explicit period, consistent with the assumptions that a market participant would make.

The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount
is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash -
generating unit. Based on the above, no impairment was identified as of March 31, 2026 and March 31, 2025 as the
recoverable value of the CGUs exceeded the carrying value.

* Investments in subsidiaries also includes cost of ESOP contribution for options granted to employees of subsidiaries and
its step down subsidiaries as per Company’s ESOP plan.

Note:

The Company reviews it carrying value of investments in material subsidiaries carried at cost (net of impairment, if any)
annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying
amount, the impairment loss is accounted for in the statement of profit and loss.

The recoverable amounts of the respective investments in such subsidiaries have been assessed using a value in use
model. Value in use is generally calculated as the net present value of the projected post-tax cash flows plus a terminal

value of the respective subsidiaries to which the Investment is allocated. Initially, a post-tax discount rate is applied to

calculate the net present value of the post-tax cash flows.

Key assumptions upon which the Group has based its determinations of value in use includes:

a) The Company prepares its cash flow forecast for operating five to seven years based on management's projections.

b) A terminal value is arrived at by extrapolating the last forecasted year cash flows to perpetuity, using a constant
longterm growth rate in the range of 2.50% - 5.00%.

c) Discount rates: Management estimates discount rates that reflect current market assessments of the risks specific
to the subsidiaries, taking into consideration the time value of money and individual risks of the underlying assets
that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific
circumstances of the subsidiaries and its operating Industry and is derived from its weighted average cost of capital
(WACC) within the range of 13.00% to 15.00%.

d) Sensitivity: Reasonable sensitivities in key assumptions consequent to the change in estimated growth rate and
discount rate is unlikely to cause the carrying amount to exceed the recoverable amount of the subsidiaries.

*During the previous year, the Company had completed an Initial Public Offering ("IPO") of 90,194,432 equity shares with a
face value of Rs. 2 each at an issue price of Rs. 465 per share (including 71,258 equity shares issued to eligible employees
with a face value of Rs. 2 each at an issue price of Rs. 421 per share), comprising fresh issue of 35,834,699 shares and
offer for sale of 54,359,733 shares. The Company’s equity shares were listed on the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) on August 13, 2024.

**In accordance with the resolution passed by circulation by the Company’s board of directors on July 05, 2024, all
compulsorily convertible preference shares (CCPS) i.e. Series A CCPS, Series B CCPS, Series C CCPS, Series Cl CCPS,
Series C2 CCPS, Series D1 CCPS and Series D2 CCPS, have been converted to equity shares at a 1:1 ratio.

Rights, preferences and restrictions attached to Equity Shares
Equity Shares

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity is entitled to
one vote per share. Dividends (including proposed dividends), if any, are declared and paid or proposed in Indian rupees.
The dividend proposed if any by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

Employee stock options/share purchase plan

Terms attached to stock options granted/share purchase plan to employees are described in note 44 regarding share
based payments.

Particulars of Shareholding of promoters

As of March 31,2026 and March 31,2025, the Company does not have an identifiable promoter in terms of the Companies
Act, 2013 and accordingly disclosures related to promoter shareholding is not given. The Company is a professionally
managed Company.

Equity shares movement during 5 years preceding March 31, 2026

There were no equity shares issued as bonus or without consideration during last 5 years as on March 31,2026

Rights, preferences and restrictions attached to Series A, Series B, Series C, Series Cl, Series C2, Series D1 & D2
Compulsorily Convertible Preference Shares
Series A and Series B CCPS

The Company has issued Series A and Series B CCPS (Compulsorily Convertible Preference Shares) having a face value
of Rs. 2 per share. Each shareholder of Series A CCPS and Series B CCPS shall be entitled to vote on Series A CCPS and
Series B CCPS respectively held by them (as a single class and on a converted basis and not as a separate class) except as
specifically provided. The holders of Series A CCPS shall be entitled to payment of 0.001% cumulative coupon per annum
on each Series A CCPS by way of dividends from the Company in accordance with applicable Laws and when the Board
declares any dividend. The dividend would be cumulative and would be paid prior to payment of any dividend with respect
to Equity Shares and Series A Equity Shares. The holders of the Series A CCPS and Series B CCPS shall have the right to
convert all or any portion of the Series A CCPS and Series B CCPS held by them at any time at the then applicable Series
A CCPS and Series B CCPS conversion ratio ranging of 1:1 into Equity Shares of the Company, prior to expiry of 19 years
from the allotment of shares.

Series C, Series Cl and Series C2 CCPS

The Company has issued Series C, Series C1 and Series C2 CCPS (Compulsorily Convertible Preference Shares) having
a face value of Rs. 2 per share. Each shareholder of Series C, Series C1 and Series C2 CCPS shall be entitled to vote on
Series C, Series C1 and Series C2 CCPS respectively held by them (as a single class and on a converted basis and not as a
separate class) except as specifically provided. The holders of Series C, Series C1 and Series C2 CCPS shall be entitled to
payment of higher of 0.001% cumulative coupon per annum on the Face value of each of Series C, Series C1 and Series C2
CCPS or the amount receivable by them in the dividend declared based on their shareholding in the Company on an as is
converted basis, as and when the Board declares any dividend. The dividends would be cumulative and would be paid prior
to payment of any dividend with respect to Equity Shares (save the Series A Equity Shares as set out herein). The holders
of the Series C, Series C1 and Series C2 CCPS shall have the right to convert all or any portion of the Series C, Series C1

and Series C2 CCPS held by them at any time at the then applicable Series C, Series Cl and Series C2 CCPS conversion
ratio of 1:1 into Equity Shares, prior to expiry of 19 years from the allotment of shares.

Series D1 and Series D2 CCPS

The Company has Series D1 and Series D2 CCPS (Compulsorily Convertible Preference Shares) having a face value of Rs.
2 per share. Each shareholder of Series D1 and Series D2 CCPS shall be entitled to vote on Series D1 and Series D2 CCPS
respectively held by them (as a single class and on a converted basis and not as a separate class) except as specifically
provided. The holders of Series D1 and Series D2 CCPS shall be entitled to payment of higher of 0.001% cumulative coupon
per annum on the Face value of each of Series D1 and Series D2 CCPS or the amount receivable by them in the dividend
declared based on their shareholding in the Company on an as is converted basis, as and when the Board declares any
dividend. The dividends would be cumulative and would be paid prior to payment of any dividend with respect to Equity
Shares (save the Series A Equity Shares as set out herein). The holders of Series D1 and Series D2 CCPS shall have the
right to convert all or any portion of the Series D1 and Series D2 CCPS held by them at any time at the then applicable
Series D1 and Series D2 CCPS conversion ratio of 1:1 into Equity Shares, prior to expiry of 19 years from the allotment of
shares.

Equity shares movement during 5 years preceding March 31, 2026

There were no Compulsorily Convertible Preference Shares issued as bonus or without consideration during last 5
years as on March 31,2026. Also there were no Compulsorily Convertible Preference Shares which were bought back or
extinguished during last 5 years as on March 31,2026.

Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the
provisions of the Companies Act, 2013.

Capital redemption reserve

The Companies Act, 2013 (the "Companies Act") requires that where a company purchases its own shares out of
free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be
transferred to a capital redemption reserve account and details of such transfer shall be disclosed in the balance
sheet. The capital redemption reserve account may be applied by the Company, in paying up unissued shares of the
Company to be issued to shareholders of the Company as fully paid bonus shares.

Shares options outstanding account

The Share Options Outstanding account is used to recognise the grant date fair value of options issued to employees
under the Brainbees Employee Stock Option Plan 201 1,2022 and 2023 Plan.

35 EARNINGS PER SHARE

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the
weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted
average number of equity shares outstanding during the year plus the weighted average number of equity shares that
would be issued on conversion of all the dilutive potential equity shares into equity shares.

36 CONTINGENT LIABILITIES AND COMMITMENTS

i. a) For the assessment year 2016-17, the Assessing Officer has made the addition of Rs. 42.71 million and had

reduced the brought forward losses, however, even after such addition there is no tax liability. The Company
has filed appeals against such additions made to Commissioner of Income Tax (Appeals), which is pending for
disposal.

b) For the assessment year 2017-18, the Assessing Officer has made the addition of Rs. 82.01 million and had
reduced the brought forward losses, however, even after such addition there is no tax liability. The Company
has filed appeals against such additions made to Commissioner of Income Tax (Appeals), which is pending for
disposal.

c) For the assessment year 2017-18, the Company has received a penalty notice under Section 274 w.r.s 271(1)(c).
The Company has submitted application to the Department to keep the penalty in abeyance until conclusion of
appeal filed before CIT(A).

d) For the assessment year 2017-18, the Company has received a penalty notice under Section 274 w.r.s 270A.
The Company has submitted application to the Department to keep the penalty in abeyance until conclusion of
appeal filed before CIT(A).

e) For the assessment year 2022-23, the Assessing Officer has made the addition of Rs. 935.80 million and had
reduced the brought forward losses and unabsorbed depreciation, after such addition there is an tax liability
amounting to 3.84 million. The Company has filed appeals against such additions to Hon’ble Income Tax
Appellate Tribunal (ITAT), Pune, which is pending disposal.

f) For the assessment year 2022-23, the Company has received a penalty notice under Section 274 r.w.s 270A(9)
and 271AAD(1)(i). The Company has submitted application to the Department to keep the penalty in abeyance
until conclusion of appeal filed before ITAT

ii. a) The Company has received a Order from Custom Commissionerate, Mumbai on April 30, 2025 for an amount of

0. 04.million towards duty and 0.04 million towards penalty (exclusive of interest) for re-classification of breast
pump under a different HSN code. The Company has filed appeal against said order on June 24, 2025 taking a
position of no further tax payable by the Company, however, the hearing Date: May 26, 2026 is awaited from the
customs.

b) The office of the Commissioner of Customs (Adjudication) has demanded a differential duty along with
redemption fine and penalty on the Company amounting to 65.66 million (exclusive of applicable interest under
Section 28AA of the Customs Act, 1962), which has been confirmed primarily on interpretational grounds
relating to procedural aspects of documentation relating to country of origin of the imported goods, under
Asia-Pacific Trade Agreement (APTA) framework. The order issued by the Office of Commissioner of Customs
(Adjudication) comprises of:

1. Demand of the differential duty amounting to 21.33 million under Section 28(8) of the Customs Act, 1962.

2. Redemption of impugned goods on payment of Redemption Fine of 11.50 million under Section 125(1) of
the Customs Act, 1962.

3. Imposition of penalty of Rs. 21.33 million under Section 114A of the Customs Act, 1962.

4. Imposition of penalty of Rs. 11.50 million under Section 114AA of the Customs Act, 1962.

The Company believes that it has a strong case on merit and is actively seeking appropriate legal advice in order
to safeguard its interests in the aforesaid matter. The Company will be filing an appeal to the appellate forum in
due course.

iii. a) For FY 2021-22, The Company has received demand from Maharashtra State GST Authority for In-eligible ITC

claimed from RC for cancelled suppliers in ISD registration of 0.44 million, Interest of 0.37 million and Penalty of
0.04 million. The Company has filed an appeal.

a) Defined contribution plans

The Company has a defined contribution plan in form of provident fund, ESIC and others. Contributions are made to
the fund for employees at the rates specified by regulations. For provident fund, contributions are made to registered
provident fund administered by the government. The obligation of the Company is limited to the amount contributed
and it has no further contractual nor any constructive obligation. The expense recognised during the year towards
defined contribution plan is Rs. 86.64 million (March 31,2025 Rs. 96.18 million).

b) Defined benefit plans

The Company operates the following post-employment defined benefit plans.

The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. Plan entitles
an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages
for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by
the employee concerned.

These defined benefit plans expose the Group to actuarial risks, such as investment risk, interest rate risk, longevity
risk and salary risk.

Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate which is
determined by reference to market yields at the end of the reporting period on government bonds.

Interest risk - A decrease in the bond interest rate will increase the plan liability;

Longevity risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate
of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the
plan participants will increase the plan’s liability.

Salary risk - The present value of the defined benefit plan liability is calculated by reference to the future salaries of
plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

43 OPERATING SEGMENT

In accordance with para 4 of Notified Indian Accounting Standard 108 (Ind AS 108) "Operating Segments", the Company
has disclosed the segment information only in consolidated financial statements which are presented together with the
standalone financial statements.

All the assets of the Company are located within India except for foreign currency receivables.

Major Customers

The Company has no external customer which accounts for more than 10% of the Company’s total revenue for the year
ended March 31,2026 and March 31,2025.

44 SHARE BASED PAYMENTS

See accounting policy in Note 3(f)(ii).

A. Description of share-based payment arrangements

The Company has the following share-based payment arrangements:

Share option plans (equity-settled)

On March 31,2011 the Company established share option plans ('Brainbees Employee Stock Option Plan 2011’) that
entitle the employees to purchase shares in the Company. Under this plan, holders of vested options are entitled to
purchase shares at 10% of the market price of the shares determined at the immediately preceding round of equity
raised by the Company. All the options have a vesting condition of 25% every year over a period of 4 years and have
an exercise life of 10 years.

On April 01,2019 the Company established share option plans that entitle the employees to purchase shares in the
Company. Under this plan, holders of vested options are entitled to purchase shares at Rs. 2 per share price. The
options have a vesting condition of 25% every year over a period of 4 years.

On January 21,2022 Company established share option plans that entitle the employees to purchase shares in the
Brainbees Solutions Private Limited. Under this plan, holders of vested options are entitled to purchase shares at Rs.
2 per share price. The options have a vesting condition of 25% every year over a period of 4 years.

On February 14, 2022 the Company established share option plans that entitle the employees to purchase shares in
the Company. Under this plan, holders of vested options are entitled to purchase shares at Rs. 2 per share price. The
vesting of these options is linked to certain market based conditions.

On December 16, 2023 the Company established share option plans that entitle the employees to purchase shares
in the Company. Under this plan, holders of vested options are entitled to purchase shares at Rs. 243.72 per share
price. The options have a vesting condition of 25% every year over a period of 4 years.

On December 16, 2023 the Company established share option plans that entitle the employees to purchase shares
in the Company. Under this plan, holders of vested options are entitled to purchase shares at Rs. 243.72 per share
price. The vesting of these options is linked to certain market based conditions.

45 FAIR VALUE MEASUREMENTSA Accounting classifications and fair values

Fair value of cash and short-term deposits, trade and other short term receivables, trade payables and other current
financial liabilities approximates their carrying amounts largely due to short term maturities of these instruments.

The following table shows carrying amount and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy:

46 FINANCIAL INSTRUMENTS - RISK MANAGEMENT
Financial risk management

The Company has exposure to the following risks arising from financial instruments:

i) credit risk;

ii) liquidity risk; and

iii) market risk.

i. Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s
risk management framework. The senior management is for developing and monitoring the Company’s risk
management policies. The management reports regularly to the Board of Directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company,
through its training and management standards and procedures, aims to maintain a disciplined and constructive
control environment in which all employees understand their roles and obligations.

ii. Credit risk

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
However, management also considers the factors that may influence the credit risk of its customer base, including
the default risk associated with the industry and country in which customers operate.

Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit
worthiness of customers to which the Company grants credit terms in the normal course of business. On account
of adoption of Ind AS 109, the Company uses expected credit loss model to assess impairment loss or gain. The
Company uses a matrix to compute the expected credit loss allowance for trade receivables. The provision matrix
takes in to account available external and internal credit risk factors and Company’s historical experience for
customers.

The Company has not made any provision on expected credit loss arising on trade receivables, loans and other
financial assets, based on management estimates.

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and
financial institutions with high credit ratings assigned by domestic credit rating agencies.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they
are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Company’s reputation. The management monitors rolling forecasts of the Company’s liquidity position on the basis
of expected cash flows.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting Date. The amounts are
gross and undiscounted, and include contractual interest payments.

iv. Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices
will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the
return.

Currency risk

The Company’s exposure to foreign currency risk is limited as majority of the transactions are in its functional
currency. As at the balance-sheet date, the Company had following foreign currency exposures which have not been
hedged by any derivative financial instruments as they are not material.

Foreign Currency Sensitivity analysis:

The following table details the Company’s sensitivity to a 5% increase and decrease in the Rupees against the relevant
foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management
personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their
translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase
in profit and equity where the Rupee strengthens 5% against the relevant currency. For a 5% weakening of the Rupee
against the relevant currency, there would be a comparable impact on the profit & equity and the balances below
would be negative.

47 CAPITAL MANAGEMENT

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and other stakeholders’
confidence and to sustain future development of the business. In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new share or sell
assets to reduce debt.

Consistent with others in the industry, the Company monitors capital using a ratio of 'net debt’ 'equity’. For this purpose,
net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents
and other balances with Banks. Equity comprises all components. The Company has no debt as on March 31, 2026 and
March 31,2025.

(i) On May 20, 2024, one of the warehouses of the Company in Hooghly, West Bengal caught fire and entire inventory
and property, plant and equipment therein was destroyed due to this fire. The Company filed claims under the
insurance policies, which adequately covered the losses incurred. The Company has received the claim in excess of
loss incurred.

(ii) On November 21,2025, the Government of India notified four Labour Codes-the Code on Wages, 2019; the Industrial
Relations Code, 2020; the Code on Social Security, 2020; and the Occupational Safety, Health and Working Conditions
Code, 2020 - thereby consolidating 29 existing labour laws. The Ministry of Labour & Employment subsequently
issued draft Central Rules and FAQs to facilitate assessment of the financial impact arising from the regulatory
changes.

The Company has evaluated and disclosed the incremental impact of these changes based on the best information
available, in line with the guidance issued by the Institute of Chartered Accountants of India. Considering the materiality
and the regulatory-driven non-recurring nature of the impact, the Company has presented the incremental impact as
"Impact on retirement benefits (including new labour code)" under "Exceptional Items" in the financial statement for
the year ended March 31,2026.

The Company continues to monitor the finalisation of Central and State Rules, as well as further clarifications from
the Government, and will recognise appropriate accounting effects based on such developments, as and when
required.

50 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule
3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring
companies, which uses accounting software for maintaining its books of account, shall use only such accounting software
which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the
books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company, in respect of financial year commencing on April 01,2025, has used an accounting software for maintaining
its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated
throughout the year for all relevant transactions recorded in the software except that, the audit trail feature was not
enabled to log any direct data changes at the database level, for accounting software used for maintenance of sales and
inventory management accounting records by the Company. The audit trail has been preserved by the Company as per
the statutory requirements for record retention.

51 Other Statutory information required by schedule III to the Companies Act, 2013

a) The Company does not have any benami property held in its name. No proceedings have been initiated on or are
pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45
of 1988) and Rules made thereunder.

b) The Company does not have any charges or satisfaction which is yet to be registered with the ROC beyond the
statutory period.

c) The Company has not traded or invested in Crypto currency or virtual currency during year ended March 31,2025 and
year ended March 31,2024.

d) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961 (such as search or
survey or any other relevant provisions of the Income Tax Act, 1961).

e) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.

f) The Company has not entered into any scheme of arrangement which has an accounting impact on current year or
previous financial year.

g) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise):

I) Directly or indirectly lend or invest in other person (s) or entities identified in any manner whatsoever on behalf
of the Company (ultimate beneficiaries)

II) Provide any guarantee, any securities or the like to or on behalf of the ultimate beneficiaries.

h) The Company has not received any fund from any person (s) or entity (ies), including foreign entities (Funding party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

I) Directly or indirectly lend or invest in other person (s) or entities identified in any manner whatsoever on behalf
of the Company (ultimate beneficiaries)

II) Provide any guarantee, any securities or the like to or on behalf of the ultimate beneficiaries.

i) The Company has not revalued any of its property, plants and equipments including Right of Use asset during the
year.

j) The Company has no transactions with any struck off company during the year.

k) The Company does not have any immovable property whose title deeds are not held in the name of the Group except
those held under lease arrangements for which lease agreements are duly executed in the favour of the Company.

l) The Company is in compliance with the number of layers prescribed under Clause (87) of Section 2 of the Companies
Act read with the Companies (Restriction on number of Layers) Rules, 2017.