Brainbees Solutions Ltd Auditor Reports

a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 07 November 2023 in connection with the proposed IPO;

b. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d. The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

Audited consolidated financial statements of the Group as of and for the years ended 31 March 2024, 31 March 2023 and 31 March 2022 prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, (“Audited Consolidated Financial Statements”) which have been approved by the Board of Directors at their meetings held on 05 July 2024, 25 September 2023 and 22 August 2022 respectively.

a. Auditors reports issued by us dated 05 July 2024 and 25 September 2023 on the Audited Consolidated Financial Statements of the Group as of and for the years ended 31 March 2024 and 31 March 2023 respectively as referred in Paragraph 4 above.

b. Auditors report issued by the Predecessor Auditors (defined below) dated 22 August 2022 on the Audited Consolidated Financial Statements of the Group as of and for the year ended 31 March 2022, as referred in Paragraph 4 above.

The audit for the financial year ended 31 March 2022 was conducted by the Companys previous auditors, B S R & Co. LLP, (the “Predecessor Auditors”), and accordingly reliance has been placed on the Restated Consolidated Statement of Assets and Liabilities and the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), Restated Statement of Cash Flows and Restated Statement of Changes in Equity and the Summary Statement of Material Accounting Policies, and other explanatory information (collectively, the “2022 Restated Consolidated Financial Information”) examined by them for the said year. The examination report included for the said year is based solely on the report submitted by the Predecessor Auditors. They have also confirmed that the 2022 Restated Consolidated Financial Information:

i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year as of and for the years ended 31 March 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as of and for the year ended 31 March 2024;

ii. does not contain any qualifications requiring adjustments; and

iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

a. we did not audit the financial statements of 3 subsidiaries, 24 step down subsidiaries, a limited liability partnership and 2 controlled trust for the year ended 31 March 2024 and the financial statements of 3 subsidiaries, 24 step down subsidiaries, a limited liability partnership and a controlled trust for the year ended 31 March 2023 whose share of total assets, net assets, total revenues and net cash inflows / (outflows) included in the Audited Consolidated Financial Statements, for the relevant year is tabulated below, which have been audited by other auditors as referred in Appendix A, and whose reports have been furnished to us by the Companys management and our opinion on the Audited Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

(Rs. in million)

Further of these subsidiaries, a subsidiary and 3 step-down subsidiaries are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Companys management has converted the Financial Statements of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Companys management. Our opinions on the Audited Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of such subsidiaries located outside India, is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.

b. We did not audit the financial statements of a subsidiary and a step down subsidiary as indicated in Appendix D for the year ended 31 March 2024 and the financial statements of a subsidiary, a step down subsidiary and a controlled trust for the year ended 31 March 2023 whose share of total assets, net assets, total revenues and net cash inflows / (outflows) included in the Consolidated Financial Statements, for the relevant year is tabulated below, which are unaudited and have been furnished to us by the management and our opinions on the Consolidated Financial Statements respectively, in so far as it relates to the amounts and disclosures included in respect of these components (a subsidiary, a step down subsidiary and a controlled trust), is based solely on such unaudited financial statements. In our opinion and according to information and explanations given to us by the management, these financial statements are not material to the Group.

(Rs. in million)

Our opinions on the Audited Consolidated Financial Statements are not modified in respect of these matters as stated in paragraph 6(a) and 6(b) above with respect to our reliance on the work done by and the reports of the other auditors and with respect to our reliance on the financial statements / financial information certified by the management respectively. Refer Appendix B for remarks or observations in the audit reports issued by us and other auditors.

Of the above, the financial information of subsidiaries as indicated in Appendix C is based on such financial statements audited by the other auditors and unaudited financial statements furnished by the management as indicated in Appendix D and have been restated by the Management of the Issuer to comply with the basis set out in Note 2 to the Restated Consolidated Financial Information for the years ended 31 March 2024 and 31 March 2023. The restatement adjustments made to such financial statements to comply with the basis set out in Note 2 to the Restated Consolidated Financial Information, have been examined by us.

i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year as of and for the year ended 31 March 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as of and for the year ended 31 March 2024;

ii. do not require any adjustments for the matters giving rise to modifications; and

iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

a. The auditors report on the consolidated financial statements of the Group included the following other matter paragraph:

For the year ended 31 March 2022:

The adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements/financial information in so far as it relates to one step subsidiary company which is company incorporated in India, is based on the corresponding report of the auditor of such company incorporated in India.

b. We did not audit the financial statements of five subsidiaries, twelve step down subsidiaries and one trust as of and for the year ended 31 March 2022 included in the audited consolidated financial statements of the Group whose share of total assets, total revenues, net cash inflows / (outflows) included in the audited consolidated financial statements, for the year is tabulated below. These financial statements have been audited by other auditors and whose reports have been furnished to us by the Companys management and our opinions on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components for the year, are based solely on the reports of the other auditors:

(Rs. in million)

Certain of these subsidiaries (Firstcry Management DWC LLC including its stepdown subsidiaries) are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Companys Management has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Companys Management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Company and audited by us.

Our opinion on the consolidated financial statements is not modified in respect of above matters.

Further, the financial information of these subsidiaries included in the Restated Consolidated Financial Information, is based on such financial information audited by the other auditors and have been restated by the Management of the Issuer to comply with the basis set out in Note 2 to the Restated Consolidated Financial Information. The restatement adjustments made to such financial statements to comply with the basis set out in Note 2 to the Restated Consolidated Financial Information, have been audited by us.

c. We did not audit financial statements of one subsidiary, one step down subsidiary and one trust as of and for the year ended 31 March 2022 whose financial statements reflect total assets, total revenues, net cash inflows / outflows included in the Audited Consolidated Financial Statements, for the year is tabulated below. These financial statements have neither been audited by us nor by other auditors, and is based solely on such unaudited financial information furnished to us by management of the Company. In our opinion and according to the information and explanations given to us by the management of the Company, the financial information is not material to the Group. (Rs. in million)

Our opinion on the Audited Consolidated Financial Statements is not modified in respect of these matters.

a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended 31 March 2023 and 31 March 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as of and for the year ended 31 March 2024;

b. does not contain any qualifications requiring adjustments. However, those qualifications in the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act and the emphasis of matter above and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Appendix B of this document and Annexure VII to the Restated Consolidated Financial Information; and

c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

10. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Consolidated Financial Statements mentioned in paragraph 5(a) above.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us or the Predecessor Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed with the ROC, Securities and Exchange Board of India and Stock Exchanges in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Walker Chandiok & Co. LLP

Chartered Accountants

Firm Registration No: 001076N/N500013

Shashi Tadwalkar

Partner

Membership No.:101797

UDIN: 24101797BKCPDZ8232

Place: Pune

Date: 05 July 2024

Appendix A to the Examination Report

Details of the entities audited by another auditor -

*includes the financial statements of Firstcry Management DWC LLC and financial statements of three step down subsidiaries

(i) Firstcry Retail DWC LLC,

(ii) Firstcry General Trading LLC and

(iii) Firstcry Trading Company.

Appendix B to the Examination Report

I. Remarks / comments with respect to Companies (Auditors Report) Order, 2020 included in the audit report dated 05 July 2024 on the Audited Consolidated Financial Statements of the Group for financial year ended 31 March 2024 in relation to the entities forming part of the Group and do not require any adjustments to Restated Consolidated Financial Information as of and for the year ended 31 March 2024:

According to information and explanation given to us, there are no amount in respect of Income Tax, Goods and Service Tax, Sales tax, Value Added Tax, Employee State Insurance, Duty of Excise, Duty of Custom, Cess and Service Tax etc. that have not been deposited with the appropriate authority on account of any dispute except for disputes pending regarding Indirect Tax, details of which are given below:

2 Eyezen Technologies Private Limited

Clause (xvii)

The Company has incurred cash loses of Rs. 8.00 million in the current financial year and Rs. 9.95 million in the immediately preceding financial year.

3 Cloud Lifestyle Private Limited

Clause (xvii)

In our opinion and according to the information and explanations given to us, the Company has incurred cash losses of Rs. 5.02 million and Rs. 14.14 million in the current financial year and in the immediately preceding financial year respectively.

Clause (xix)

According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, there exists material uncertainty as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due. The Company has represented that its Holding Company has provided an unconditional letter of support to fund the operations of the Company.

4 Maxinique Solution Private Limited

Clause (xvii)

In our opinion and according to the information and explanations given to us, the Company has incurred cash losses of Rs. 21.19 million and Rs. 41.27 million in the current financial year and in the immediately preceding financial year respectively.

5 Butternut Ventures Private Limited

Clause (xvii)

The Company has incurred cash losses of Rs. 3.51 million in current financial year and Rs. 11.22 million in the preceding financial year.

6 Dynamic IT Solution Private Limited

Clause (xvii)

In our opinion and according to the information and explanations given to us, the Company has incurred cash losses of Rs. 99.83 million and Rs.14.58 million and in the current financial year and in the immediately preceding financial year respectively.

7 HS Fitness Private Limited

Clause (ii)(b)

According to the information and explanations given to us and based on examination of records of the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. The monthly returns or statements filed by the company with the Bank have been shared with us, and the same are not in agreement with the books of account of the Company, details of which are as below:

Clause (vii)(b)

According to information and explanation given to us, there are no amount in respect of Income Tax, Goods and Service Tax, Sales tax, Value Added Tax, Employee State Insurance, Duty of Excise, Duty of Custom, Cess and Service Tax etc. that have not been deposited with the appropriate authority on account of any dispute except for disputes pending regarding Indirect Tax, details of which are given below:

Clause (xvii)

The Company has incurred cash losses of Rs. 72.97 million in current financial year and Rs. 92.89 million in the immediately preceding financial year.

8 DF Pharmacy Limited

Clause (xvii)

The Company has incurred cash losses of Rs. 17.34 million and Rs. Nil million during the financial year covered by our audit and the immediately preceding financial year respectively.

9 Candes Technology Private Limited

Clause (ii)(b)

The Company has been sanctioned working capital limits in excess of 5 million, in aggregate, from banks and financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of accounts of the company subject to discrepancies as follows which is also disclosed in Note No.16 to the financial statements.

Details of quarterly returns submitted to Axis Bank Limited for Borrowings secured against current assets:

Clause (xvii)

The Company has incurred cash losses of Rs. 106.93 million and Rs. 130.63 million during the financial year covered by our audit and the immediately preceding financial year respectively.

10 Frootle India Private Limited Clause (vii)(b)

According to information and explanation given to us, there are no amount in respect of Income Tax, Goods and Service Tax, Sales tax, Value Added Tax, Employee State Insurance, Duty of Excise, Duty of Custom, Cess and Service Tax etc. that have not been deposited with the appropriate authority on account of any dispute except for disputes pending regarding Indirect Tax, details of which are given below:

Clause (xx)

In respect of other than ongoing projects, the company has transferred unspent amount to a fund specified in Schedule VII to the Companies Act, 2013 within period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act, except in respect of the following:

11 Wellspire India Private Limited

Clause (xvii)

The Company has incurred cash losses of Rs. 2.71 million in the current financial year. The Company has incurred cash losses of Rs. 2.84 million in the immediately preceding financial year.

12 Merhaki Foods and Nutrition (P) Ltd

Clause (xvii)

The company has incurred cash losses of Rs. 320.21 million and Rs. 176.59 million during the financial year covered by our audit and the immediately preceding financial year respectively.

13 Swara Hygiene Private Limited

Clause (ii)(b)

As disclosed in the note 41 to the financial statements, the company has been sanctioned working capital limits in excess of Rs five crore in aggregate from banks or financial institution during any point of time of the year on the basis of security of current assets. The quarterly returns/ statements filed by the company with such banks and financial institution are in agreement with the books of accounts of the Company except for instances mentioned in note 41 to the financial statements.

14 Digital Age Retail Private Limited

Clause (vii)(b)

According to the information and explanation given to us, there are no statutory dues referred in sub-clause (a) which have been deposited with the appropriate authorities on account of any dispute except for the following:

15 Encasa Homes Private Limited Clause (vii)(b)

According to information and explanation given to us, there are no amount in respect of Income Tax, Goods and Service Tax, Sales tax, Value Added Tax, Employee State Insurance, Duty of Excise, Duty of Custom, Cess and Service Tax etc. that have not been deposited with the appropriate authority on account of any dispute except for disputes pending regarding Indirect Tax, details of which are given below:

16 Firmroots Private Limited

Clause (xvii)

The Company has incurred cash losses in the current financial year and in the immediately preceding financial years amounting to Rs. 16.45 million and Rs. 20.70 million respectively.

17 Globalbees Brands Private Limited

Clause (xvii)

The Company has incurred cash losses amounting to Rs. 405.54 million in the current financial year but had not incurred cash losses in the immediately preceding financial.

18 Brainbees Solutions Limited: Standalone Financial Statements Clause (vii)(b)

According to the information and explanation given to us, there are no statutory dues referred in sub-clause (a) which have been deposited with the appropriate authorities on account of any dispute except for the following:

(Rs. In Million)

II. Remarks / comments with respect to Companies (Auditors Report) Order, 2020 included in the audit report dated 25 September 2023 on the Audited Consolidated Financial Statements of the Group for financial year ended 31 March 2023 in relation to the entities forming part of the Group and do not require any adjustments to Restated Consolidated Financial Information as of and for the year ended 31 March 2023:

Clause (xvii)

The Company has incurred cash losses of Rs. 3.72 million in the current financial year. The Company did not incur cash losses in the immediately preceding financial year.

Clause (xvii)

The Company has incurred cash losses of Rs. 4.94 million in the current financial year and Rs. 2.23 million in the immediately preceding financial year.

Clause (ii)(b)

According to the information and explanations given to us and based on examination of records of the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. The monthly returns or statements filed by the company with the Bank have been shared with us, and the same are not in agreement with the books of account of the Company, details of which are as below:

Clause (xvii)

The Company has incurred cash losses of Rs. 92.89 million in the current financial year. The Company has not incurred cash losses in the immediately previous financial year.

Clause (xvii)

The Company has incurred cash losses of Rs. 10.89 million in the current financial year and Rs. 0.02 million in the immediately preceding financial year.

Clause (xvii)

The Company has incurred cash losses of Rs. 4.20 million in the current financial year and Rs. 1.02 million in the immediately preceding financial year.

Clause (xvii)

The Company has incurred cash losses of Rs. 130.63 million and Rs. 14.67 million during the financial year covered by our audit and the immediately preceding financial year respectively.

Clause (vii)

According to the information and explanations given to us and on the basis of our verification of records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it though there has been a slight delay in few cases. According to the information and explanations given to us, the following are the arrears of the outstanding undisputed statutory dues on the last day of the financial year or a period of more than six months from the date they became payable:

Clause (xvii)

In our opinion and according to the information and explanations given to us, the Company has incurred cash losses of Rs.14.14 million and Rs. 7.98 million in the current financial year and in the immediately preceding financial year respectively.

Clause (xvii)

In our opinion and according to the information and explanations given to us, the Company has incurred cash losses of Rs.14.58 million in the current financial year. However, the Company has not incurred any cash losses in the immediately preceding financial year.

Clause (xvii)

In our opinion and according to the information and explanations given to us, the Company has incurred cash losses of Rs.41.27 million and Rs. 26.07 million in the current financial year and in the immediately preceding financial year respectively.

Clause (xvii)

The Company has incurred cash losses of Rs. 176.59 million and Rs, 36.52 million during the financial year covered by our audit and the immediately preceding financial year respectively.

Clause (xvii)

In our opinion and according to the information and explanations given to us, the Company has incurred cash losses of Rs.15.56 million in the current financial year. However, the Company has not incurred any cash losses in the immediately preceding financial year.

Clause (xvii)

The Company has incurred cash losses in the current financial year and in the immediately preceding financial years amounting to Rs. 20.70 Million and Rs. 36.27 Million respectively.

Clause (vii)

According to the information and explanations given to us, in respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our verification of records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it though there has been a slight delay in few cases. According to the information and explanations given to us, the following are the arrears of the outstanding undisputed statutory dues on the last day of the financial year or a period of more than six months from the date they became payable.

Clause (vii)

(a) According to the information and explanations given to us and on the basis of our verification of records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Goods and Services Tax, provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it though there has been a slight delay in few cases. According to the information and explanations given to us, the following are the arrears of the outstanding undisputed statutory dues on the last day of the financial year or a period of more than six months from the date they became payable:

According to the information and explanations given to us, in respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our verification of records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it though there has been a slight delay in few cases. According to the information and explanations given to us, the following are the arrears of the outstanding undisputed statutory dues on the last day of the financial year or a period of more than six months from the date they became payable.

Clause (xvii)

The Company has incurred cash losses amounting to Rs. 516.72 million in the current financial year but had not incurred cash losses in the immediately preceding financial year.

Clause (vii) (b)

According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

III. Other matter paragraph included in the audit report on Consolidated / Standalone Financial Statements for financial year ended 31 March 2024 of the Group and in relation to the entities forming part of the Group respectively and do not require any adjustments to Restated Consolidated Financial Information for the year ended 31 March 2024:

Brainbees Solutions Limited (Consolidated):

We did not audit the internal financial controls with reference to financial statements insofar as it relates to 7 subsidiary companies, which are companies covered under the Act, whose financial statements reflect total assets of 11,591.92 million and net assets of 4,996.54 million as at 31 March 2024, total revenues of 10,636.60 million and net cash inflows amounting to 41.06 million for the year ended on that date, as considered in the consolidated financial statements. The internal financial controls with reference to financial statements in so far as it relates to such subsidiary companies have been audited by other auditors whose reports have been furnished to us by the management and our report on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements for the Holding Company, its subsidiary companies, as aforesaid, under Section 143(3)(i) of the Act in so far as it relates to such subsidiary companies, is based solely on the reports of the auditors of such companies. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and on the reports of the other auditors.

IV. Other matter paragraph included in the audit report on Consolidated / Standalone Financial Statements for financial year ended 31 March 2023 of the Group and in relation to the entities forming part of the Group respectively and do not require any adjustments to Restated Consolidated Financial Information for the year ended 31 March 2023:

1 Firstcry Management DWC LLC

2 Frootle India Private Limited

3 Globalbees Brands Private Limited

4 HealthyHey Foods LLP

5 HS Fitness Private Limited

6 JW Brands Private Limited

7 Kuber Mart Industries Private Limited

8 Maxinique Solution Private Limited

9 Merhaki Foods and Nutrition (P) Ltd

10 Mush Textiles Private Limited

11 Prayosha Expo Private Limited

12 Solarista Renewables Private Limited

13 Solis Hygiene Private Limited

14 Wellspire India Private Limited

15 Digital Age Retail Private Limited

16 Swara Baby Products Private Limited

17 Firmroots Private Limited

18 Limited Better & Brighter Home Care Private

19 Butternut Ventures Private Limited

20 Candes Technology Private Limited

21 Cloud Lifestyle Private Limited

22 DF Pharmacy Limited

23 Dynamic IT Solution Private Limited

24 Encasa Homes Private Limited

25 Eyezen Technologies Private Limited

26 Brainbees Solutions Limited

Other matter paragraph:

The financial statements of the Company for the year ended 31 March 2022 were audited by the predecessor auditor, who have expressed an unmodified opinion on those standalone financial statements.

Brainbees Solutions Limited (Consolidated):

Other matter paragraph:

We did not audit the internal financial controls with reference to financial statements insofar as it relates to 7 subsidiary companies, which are companies covered under the Act, whose financial statements reflect total assets of 7,098.95 million and net assets of 4,037.28 million as at 31 March 2023, total revenues of 6,619.69 million and net cash outflows amounting to 178.20 million for the year ended on that date, as considered in the consolidated financial statements. The internal financial controls with reference to financial statements in so far as it relates to such subsidiary companies have been audited by other auditors whose reports have been furnished to us by the management and our report on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements for the Holding Company and its subsidiary companies, as aforesaid, under Section 143(3)(i) of the Act in so far as it relates to such subsidiary companies is based solely on the reports of the auditors of such companies. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and on the reports of the other auditors.

V. Material Uncertainty related to Going Concern included in the Audit Report for the year ended 31 March 2024 in relation to the entities forming part of the Group and which do not require any adjustments to Restated Consolidated Financial Information for the year ended 31 March 2024:

For financial year ended 31 March 2024

We draw out your attention to Note B33 to the financial statements which states that the Company had incurred net loss in the current financial year of Rs. 7.34 million (March 31, 2023 Rs. 10.31 million) and as on March 31, 2024 has negative net worth of Rs. 5.88 million and accumulated losses to the tune of Rs. 6.88 million. The existing operations of the Company have also significantly reduced resulting in huge decline of revenue. The management has made an assessment of the Companys operations and is in process of analysing new business opportunities to improve the financial performance and position of the Company. Further, the company has received support letter from the promoters cum shareholders of the Holding company for the financial and operational support. In view of the above, the Financial Statements have been prepared on a "going concern basis".

Our opinion on the Ind AS Financial Statements is not modified in respect of above matter.

We draw attention to note 2.2 of the financial statements which indicate that the Company has accumulated losses as at March 31, 2024 and its net worth has been fully eroded. Further, the Company has incurred a net cash loss during the year. These conditions, along with other mitigating factors have been explained in note 2.2 to establish the Companys ability to continue as a going concern.

Our opinion is not qualified in respect of this matter.

We draw out your attention to Note B32 of the Ind AS financial statements which states that the Company has incurred a loss of Rs. (0.83) million during the year ended March 31, 2024 (March 2023 Rs. (4.05) million) and as on date has accumulated losses of Rs. (5.79) million (March 2023 Rs. (4.96) million). The net worth of the Company has also eroded and stand at Rs. (5.69) million (March 2023 Rs. (4.86) million). The management has made future cash flow projections and is in process of analysing new business opportunities to improve the financial performance and position of the Company. Further, the company has received support letter from the promoters cum shareholders of the Holding company for the financial and operational support. In view of the above, the Financial Statements have been prepared on a “going concern basis”.

Our opinion on the Ind AS Financial Statements is not modified in respect of above matter.

We draw out your attention to Note B39 to the financial statements which states that the Company had incurred net loss in the current financial year of Rs. 78.31 million (March 31, 2023 Rs. 98.81 million) and as on March 31, 2024 has negative net worth of Rs. 106.32 million and accumulated losses to the tune of Rs. 107.32 million. The existing operations of the Company have also significantly reduced resulting in decline of revenue. The management has made an assessment of the Companys operations and is in process of analysing new business opportunities to improve the financial performance and position of the Company. Further, the company has received support letter from the promoters cum shareholders of the Holding company for the financial and operational support. In view of the above, the Financial Statements have been prepared on a "going concern basis”.

Our opinion on the Ind AS Financial Statements is not modified in respect of above matter.

VI. Material Uncertainty related to Going Concern included in the audit report on Consolidated Financial Statements / audit report on Financial Statements for financial year ended 31 March 2023 of the Group and in relation to the entities forming part of the Group respectively and do not require any adjustments to Restated Consolidated Financial Information for the year ended 31 March 2023:

For financial year ended 31 March 2023

In relation to the matter described in Note 2.2 to the Statement and the following Emphasis of Matter paragraph included in audit report of the financial results of Firstcry Management DWC LLC (a subsidiary) of the Holding Company, audited by an independent firm of Chartered Accountants, vide their audit report dated 12 September 2023 which is reproduced by us as under:

We draw attention to note 2.2 in the consolidated financial statements, which indicates that the Group* incurred a net loss of AED 66,040,216 for the year ended 31 March 2023, and as of that date, the Group had accumulated losses of AED 153,086,396. These conditions along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Groups ability to continue as a going concern. The Parent Company has provided an undertaking to provide financial support to the Group for the foreseeable future to enable it to meet its obligations as and when they fall due. Our opinion is not modified in respect of this matter.

* includes Firstcry Management DWC LLC and its subsidiaries (i) Firstcry Retail DWC LLC, (ii) Firstcry General Trading LLC and (iii) Firstcry Trading Company.

We draw attention to note 2.2 of the financial statements which indicate that the Company has accumulated losses as at 31 March 2023 and its net worth has been fully eroded. Further, the Company has incurred a net cash loss during the year. These conditions, along with other mitigating factors have been explained in note 2.2 to establish the Companys ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

We draw attention to note 2.2 in the consolidated financial statements, which indicates that the Group incurred a net loss of AED 66,040,216 for the year ended 31 March 2023, and as of that date, the Group had accumulated losses of AED 153,086,396. These conditions along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Groups ability to continue as a going concern. The Parent Company has provided an undertaking to provide financial support to the Group for the foreseeable future to enable it to meet its obligations as and when they fall due. Our opinion is not modified in respect of this matter.

VII. Restriction on Use or Distribution included in the Audit Reports of a limited liability partnership and a controlled trust forming part of the Group which do not require adjustment to the Restated Consolidated Financial Information for the year ended 31 March 2024:

These special purpose Ind As financial statements has been prepared solely for the purpose of internal management purpose of Group Consolidation. Nangia & Co, LLP shall not accept any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

We draw attention to Note A to the financial statements which describes the basis of accounting. The financial statements are prepared for the purpose of preparation of Restated Consolidated Financial Information of Brainbees Solutions Limited [“the ultimate holding company”], which will be included in the offer document in connection with the proposed issue of equity shares comprising a fresh issue of equity shares by Ultimate Holding Company and an offer for sale of equity shares by certain shareholders of the Ultimate Holding Company. As a result, the financial statements may not be suitable for other purpose. Our report is intended solely for the trust and should not be used by or distributed to parties other than the trust.

VIII. Emphasis of Matter included in the Audit Reports of 3 subsidiaries forming part of the Group which do not require adjustment to the Restated Consolidated Financial Information for the year ended 31 March 2024:

We draw attention to Note B38 of the Ind AS Financial Statements wherein the Company has reported that during the financial year ended March 31, 2024, one of the warehouses where the inventory of the Company was lying, caught fire and resultantly the inventory lying therein has been destroyed. At the date of incident, there was inventory of INR 46.43 million. The Company has filed a provisional insurance claim in the Month of April 2024, before the date of finalisation of the financial statements for the year ended March 31, 2024 and the same is still under process to get finalised from the insurance company. The Company had already availed/ claimed unutilised GST ITC of INR 8.25 million on such stock lost by fire. The corresponding financial impact is considered in the financial statements and the judgement as per management assessment no further assessment is required in the financial statement in this regard.

Our opinion on the Ind AS Financial Statements is not modified in respect of above matter.

We draw attention to Note B36 of the Ind AS Financial Statements wherein the Company has reported in subsequent events that after the date as which these Ind As financial statements have been prepared for March 31, 2024, one of the warehouses where the inventory of the Company was lying, caught fire and resultantly the inventory lying therein has been destroyed. The incident took place on April 27, 2024 but before finalization of the Ind As financial statements for the year ended march 31, 2024. At the date of incident, there was inventory of INR 345.61 million in approximate value. The Company has filed a provisional insurance claim in the Month of May 2024, before the date of finalisation of the financial statements for the year ended March 31, 2024. The claim is still under process to get finalised from the insurance company. The Company had already availed/ claimed unutilised GST ITC of INR 73.47 million on such stock lost by fire. Since, the event took place post the reporting date of March 31, 2024, it is a non-adjusting event in these Ind As financial statements. In the judgement of management, other than business loss for a temporary period there is no threat to the Going Concern of the business and hence does not warrant any adjustment to the financial assertions made in the Ind As financial statement.

Our opinion on the Ind AS Financial Statements is not modified in respect of above matter.

We draw attention to Note B31 of the Ind AS Financial Statements wherein the Company has reported in subsequent events that after the date as of which these Ind AS Financial Statements have been prepared for March 31, 2024, one of the warehouses where the inventory of the Company was lying, caught fire and resultantly the inventory lying therein has been destroyed. The incident took place on April 27, 2024 but before finalisation of the Ind AS financial statements for the year ended March 31, 2024. At the date of incident, there was inventory of INR 99.99 million in approximate value. The Company has filed a provisional insurance claim in the Month of May 2024, before the date of finalisation of the financial statements for the year ended March 31, 2024. The claim is still under process to get finalised from the insurance company. The Company had already availed/ claimed unutilised GST ITC of INR 18 million on such stock lost by fire. Since, the event took place post the reporting date of March 31, 2024, it is a non-adjusting event in these Ind AS financial statements and hence, no corresponding financial impact is considered in the Ind AS financial statements. In the judgement of Management, other than business loss for a temporary period there is no threat to the Going Concern of the business and hence does not warrant any adjustment to the financial assertions made in the Ind AS financial statements.

Our opinion on the Ind AS Financial Statements is not modified in respect of above matter.

IX. Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) included in the Audit Reports which do not require adjustment to the Restated Consolidated Financial Information for the year ended 31 March 2024:

The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1st April 2023. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software:

The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the payroll management softwares used for maintaining the payroll records for the period 1st April 2023 to 14th August 2023. Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with.

The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1st April 2023. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software:

The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the payroll management softwares used for maintaining the payroll records for the period 1st April 2023 to 14th August 2023.

Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with.

Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account for the financial year ended 31st March 2024, which does not have the feature of recording audit trail (edit log) facility.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014 on preservation of Audit trail as per the statutory requirements for records retention is not applicable for the financial year ended 31st March 2024.

Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account for the financial year ended 31st March 2024, which does not have the feature of recording audit trail (edit log) facility. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule Il(g) of the Companies (Audit and Auditors) Rules,2014 on preservation of Audit trail as per the statutory requirements for records retention is not applicable for the financial year ended 31st March 2024.

Based on our examination, which include test check, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year except for partial period from April 01, 2023 to April 07, 2023. The Company has enabled the audit trail features in the accounting software w.e.f April 08, 2023. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with for the period from April 08, 2023 to March 31, 2024.

Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is applicable for the financial year ended March 31, 2024.

Remarks as required by section 143(3) under heading ‘Report on Other Legal and Regulatory Requirement

a. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).;

b. The adverse remark relating to the maintenance of accounts and other matters connected there with are as stated in paragraph (a) above on reporting under section 143(3)(b) of the Act and paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

As stated in note 42 to the financial statements and based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year commencing on 1 April 2023, has used 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 for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exceptions given below:

a) The audit trail feature in the accounting software used for maintenance of accounting records was not enabled throughout the year. b) The audit trail feature was not enabled at the database level for another accounting software to log any direct data changes, used for maintenance of billing records by the Company.

Remarks as required by section 143(3) under heading ‘Report on Other Legal and Regulatory Requirement

a. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). Further, the back-up of the books of accounts and other books and papers of the Company maintained in electronic mode has not been maintained on servers physically located in India, on a daily basis; b. The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (a) above on reporting under section 143(3)(b) of the Act and paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

As stated in note 40 of to the accompanying financial statements and based on our examination which included test checks the Company, in respect of financial year commencing on 1 April 2023, has used an accounting software for maintaining its books which is operated by a third-party software service provider.

In the absence of the ‘Independent Service Auditors Assurance Report on the Description of Controls, their Design and Operating Effectiveness (‘Type 2 report issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organisation), we are unable to comment on whether audit trail feature at the database of the said software was enabled and operated throughout the year.

Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, at the application level where such feature is enabled.

Remarks as required by section 143(3) under heading ‘Report on Other Legal and Regulatory Requirement

a. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). b. The qualification relating to the maintenance of accounts and paragraph (a) above on reporting under section 143(3)(b) of the Act and paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

As stated in note 47 to the financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2023, has used an accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software except that, audit trail was not enabled for the period 1 April 2023 to 3 April 2023. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with where such feature is enabled.

Remarks as required by section 143(3) under heading ‘Report on Other Legal and Regulatory Requirement

a. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

b. The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (a) above on reporting under section 143(3)(b) of the Act and paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

As stated in note 50 to the financial statements and based on our examination which included test checks the Company, in respect of financial year commencing on 1 April 2023, has used an accounting software for maintaining its books of account which is operated by a third-party software service provider.

In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the ‘Independent Service Auditors Report on a Description of the Service Organizations System and the Suitability of the Design and Operating Effectiveness of Controls (‘Type 2 report, issued in accordance with AICPA Description criteria), we are unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, at the application level where such feature is enabled.

10. Swara Baby Products Private Limited

Remarks as required by section 143(3) under heading ‘Report on Other Legal and Regulatory Requirement

a. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).;

b. The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph above on reporting under section 143(3)(b) of the Act and paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

As stated in note 47 to the financial statements and based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year commencing on 1 April 2023, has used an accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has been operated for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exceptions given below:

a) The audit trail feature for accounting software used for maintenance of accounting records was not enabled from 1 April 2023 to 13 April 2023. b) The accounting software used for maintenance of books of accounts of the Company from 13 April 2023 to 31 March 2024 did not capture the details of who made the changes i.e., User Id for one location.

11. Brainbees Solutions Limited

Remarks as required by section 143(3) under heading ‘Report on Other Legal and Regulatory Requirement

a. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph 13(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

b. The adverse remark relating to the maintenance of accounts and other matters connected there with are as stated in paragraph 13(b) above on reporting under section 143(3)(b) of the Act and paragraph 13(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

As stated in note 50 to the standalone financial statements and based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year commencing on 1 April 2023, has used 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 for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exceptions given below:

a) The audit trail feature in the accounting software used for maintenance of accounting records was not enabled throughout the year. b) The audit trail feature was not enabled at the database level for another accounting software to log any direct data changes, used for maintenance of billing records by the Company.

12. Brainbees Solutions Limited (Consolidated)

Remarks as required by section 143(3) under heading ‘Report on Other Legal and Regulatory Requirement

a. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors, except for the matters stated in paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). b. The qualification / adverse remark relating to the maintenance of accounts and other matters connected there with are as stated in paragraph (a) above on reporting under section 143(3)(b) of the Act and paragraph below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

As stated in note 42 to the consolidated financial statements and based on our examination which included test checks and that performed by the respective auditors of the subsidiaries of the Holding Company which are companies incorporated in India and audited under the Act, except for the instances mentioned below, the Holding Company and its subsidiaries, in respect of financial year commencing on 1 April 2023, have used accounting software for maintaining their 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. Further, during the course of our audit we and respective auditors of the above referred subsidiaries did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exceptions given below:

Appendix C to the Examination Report

Details of the entities audited by other auditors and examined by us:

Appendix D to the Examination Report

List of the entities whose Financial Statements as of and for the year ended 31 March 2024 are neither audited by us nor by other auditors:

List of the entities whose Financial Statements as of and for the year ended 31 March 2023 are neither audited by us nor by other auditors:

Appendix E to the Examination Report

Details of the entities where examination reports have been issued by the other auditors:

*includes the financial statements of Firstcry Management DWC LLC and financial statements of three step down subsidiaries (i) Firstcry Retail DWC LLC, (ii) Firstcry General Trading LLC and (iii) Firstcry Trading Company.