Brainbees Solutions Limited — Capital/Financing Update 2024

Nov 14, 2024

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FC/SE/2024-25/33 Date: November 14, 2024

National Stock Exchange of India Limited BSE Limited Exchange Plaza, C – 1, Block G, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Bandra (E), Dalal Street, Mumbai-400051 Mumbai-400001 Symbol: FIRSTCRY Scrip Code: 544226

Sub: Monitoring Agency Report on the utilisation of proceeds raised through issuance of equity shares by way of Public Issue of the Company

Dear Sir/Ma’am,

Pursuant to Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulations 41(4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) please see enclosed the Monitoring Agency Report issued by ICRA Limited (Monitoring Agency), in respect to utilization of the proceeds raised through issuance of equity shares by way of Public Issue of the Company for the quarter ended September 30, 2024.

We request you to kindly take the aforesaid information on record.

Thanking you,

Yours sincerely,

For Brainbees Solutions Limited

NEELAM Digitally signed by NEELAM SITALDAS SITALDAS JETHANI JETHANI Date: 2024.11.14 19:24:07 +05'30'

Neelam Jethani Company Secretary & Compliance Officer ICSI Membership No.: A35831

Encl.: As above

Brainbees Solutions Limited CIN: L51100PN2010PLC136340

Corporate/Registered Office :- Rajashree Business Park, Plot No. 114, Survey No. 338, Tadiwala Road, Nr. Sohrab Hall, Pune – 411001 Contact: +91-8482989157 Email Id :legal@firstcry.com Website : www.firstcry.com

September 2024

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MONITORING AGENCY REPORT

Name of the Issuer: BRAINBEES SOLUTIONS LIMITED

For quarter ended: September 30, 2024

Name of the Monitoring Agency (MA): ICRA Limited

• (a) Deviation from the objects of the issue:

No deviation - the utilization of the issuance proceeds is in line with the objects of the issue.

• (b) Range of deviation:

Not Applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013. The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that we do not perceive any conflict of interest in such relationship/ interest while monitoring and reporting the utilization of the issue proceeds by the issuer. We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no

Signature:

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Parul Goyal Narang Vice President & Head- Process Excellence

Analyst: Tiyasha Dey QA: Adrita Sadhukhan

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September 2024

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1. Issuer Details

Name of the Issuer : BRAINBEES SOLUTIONS LIMITED

Name(s) of the promoters:

Promoters NA

Source: BSE

Industry/ sector to which it belongs : E-Retail/ E-Commerce

2. Issue Details

Issue Period : Opening date- August 6, 2024

Closing date- August 8, 2024

Type of Issue : Initial Public Offer

Type of specified securities : Equity shares

IPO Grading, if any : No credit rating agency registered with SEBI has been appointed in respect of obtaining grading for the offer.

Issue Size (Rs. Crore): 4,193.728

With OFS portion: INR 4,193.728 Crore; Excluding OFS portion: INR 1,666.000 Crore.

Net proceeds as per Prospectus: INR 1,601.735 Crore (Excluding Issue Related Expenses)

Note: ICRA will be monitoring INR 1,666.000 crore in Q2 FY2025

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September 2024

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3. Details of the arrangement made to ensure the monitoring of issue proceeds.

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Source of information,
Comments of
certifications considered Comments of the
the
Particulars Reply by the Monitoring Monitoring
Board of
Agency for the Agency
Directors
preparation of report
-Statutory Auditor
Certificate
Whether all utilization is as per the No deviation
-Confirmation from
disclosures in the Offer Yes observed. No Comments
management
Document?
-Bank statement of the
proceeds account
Whether shareholder approval has
been obtained in case of material Not As confirmed by the
No comments No Comments
deviations [#] from expenditures Applicable
disclosed in the Offer Document?
Whether the means of finance for
Not As confirmed by the
the disclosed objects of the issue No comments No Comments
Applicable
has changed?
Is there any major deviation
Not
observed over the earlier Applicable No deviation observed . No comments No Comments
monitoring agency reports?
Whether all Government/
Not As confirmed by the
statutory approvals related to the No comments No Comments
Applicable
object(s) have been obtained?
Whether all arrangements
Not As confirmed by the
pertaining to technical assistance/ No comments No Comments
Applicable
collaboration are in operation?
Are there any favorable events As understood
As confirmed by the
improving the viability of these No No Comments
object(s)? management
Are there any unfavorable events As understood
As confirmed by the
affecting the viability of the No from No Comments
object(s)? management
Is there any other relevant
As understood
information that may materially As confirmed by the
No No Comments
affect the decision making of the
management
investors?
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# Where material deviation is defined to mean:

(a) Deviation in the objects or purposes for which the funds had been raised.

(b) Deviation in the amount of funds utilized by more than 10% of the amount specified in the offer document.

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September 2024

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4. Details of the object(s) to be monitored.

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(i) Cost of object(s)
Source of
information, Directors
Original
certifications Comments
cost (as per Revised
considered by of the Particulars of
S.N. Item Head the offer cost Reason Proposed
the Monitoring Monitoring firm
document) [Rs. Crore] for cost financing
Agency for the Agency arrangements
[Rs. Crore] revision option
preparation of made
report
Expenditure by Company Not No
I Prospectus 108.100 No Comments
for: Applicable Comments
Setting up new modern Not No
(a) Prospectus 93.900 No Comments
Applicable Comments
brand
Not No
(b) Setting up a warehouse Prospectus 14.200 No Comments
Applicable Comments
Expenditure for lease
payments for existing Not No
II identified modern stores Prospectus 93.100 No Comments
Applicable Comments
owned and operated by
Company, in India
Investment in Subsidiary, Not No
III Prospectus 299.600 No Comments
Digital Age for Applicable Comments
Setting up new modern
stores under the FirstCry Not No
(a) Prospectus 169.000 No Comments
brand and other home Applicable Comments
brands of Company
Lease payments for existing
identified modern stores Not No
(b) Prospectus 130.600 No Comments
owned and controlled by Applicable Comments
Digital Age in India
Investment in Subsidiary, Not No
IV FirstCry Trading for Prospectus 155.600 No Comments
Applicable Comments
overseas expansion by:
Setting up new modern Not No
(a) Prospectus 72.600 No Comments
stores Applicable Comments
Not No
(b) Setting up warehouse(s) Prospectus 83.000 No Comments
Applicable Comments
Investment in Subsidiary,
Globalbees Brands towards
Not No
V acquisition of additional Prospectus 169.000 No Comments
Applicable Comments
stake in step-down
Subsidiaries
Sales and marketing Not No
VI Prospectus 200.000 No Comments
initiatives Applicable Comments
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4

September 2024

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Source of
information, Directors
Original
certifications Comments
cost (as per Revised
considered by of the Particulars of
S.N. Item Head the offer cost Reason Proposed
the Monitoring Monitoring firm
document) [Rs. Crore] for cost financing
Agency for the Agency arrangements
[Rs. Crore] revision option
preparation of made
report
Technology and data
science cost including cloud Not No
VII Prospectus 57.600 No Comments
and server hosting related Applicable Comments
costs
Funding inorganic growth
through acquisition and Not No
VIII other strategic initiatives Prospectus 518.735 No Comments
Applicable Comments
and general corporate
purposes
Total 1,601.735 -
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action
Proposed course of
Directors
No Comments No Comments No Comments No Comments No Comments No Comments No Comments
Comments of the funds
Reasons for idle
No No No No No No No
of the Agency
Comments Monitoring comments comments comments comments comments comments comments
Total amount [Rs. Crore] 10.828 103.108 93.271 9.837 88.973 291.141 166.499
unutilized
At the end of the quarter 53.437 4.992 0.629 4.363 4.127 8.459 2.501
[Rs. Crore] During the quarter 53.437 4.992 0.629 4.363 4.127 8.459 2.501
Amount utilized
- - - - - - -
of the
As at the beginning quarter
64.265 108.100 93.900 14.200 93.100 299.600 169.000
Amount as proposed in the offer document [Rs. Crore]
-Prospectus -Prospectus
Same as above Same as above Same as above Same as above Same as above
proceeds account proceeds account
Source of information, certifications considered by the Monitoring Agency for the preparation of report Certified by Management - -Bank statement of the -Statutory Auditor Certificate -Bank statement of the
Item Head
Issue related expenses Objects of the Offer Expenditure by Company for: Setting up new modern stores under Setting up a warehouse Expenditure for lease payments for existing identified modern stores owned and operated by Company, in India Investment in Subsidiary, Digital Age for Setting up new modern stores under the FirstCry brand and other home brands of Company
S.N. I (a) (b) II III (a)
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action
Proposed course of
Directors
No Comments No Comments No Comments No Comments No Comments No Comments No Comments No Comments
Comments of the funds
Reasons for idle ffer expenses
No No No No No No No No
of the Agency
Comments Monitoring comments comments comments comments comments comments comments comments
Total amount [Rs. Crore] 124.642 155.600 72.600 83.000 84.115 183.046 57.087 398.995
unutilized 1,372.893
- - -
At the end of the quarter 5.958 84.885 16.954 0.513 119.740 293.107
- - -
[Rs. Crore] During the quarter 5.958 84.885 16.954 0.513 119.740 293.107
Amount utilized
- - - - - - - -
of the 0.000
As at the beginning quarter
130.600 155.600 72.600 83.000 169.000 200.000 57.600 518.735
Amount as proposed in the offer document [Rs. Crore] 1,666.000
Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above
Source of information,
certifications considered by the Monitoring Agency for the preparation of report
of strategic Total
step-down
acquisition in
other
Item Head towards stake and
The actual issue related expenditure incurred by the company is INR 134.850 paid by the Company on behalf of the respective Selling Shareholder. The mentioned amount has been calculated on pro rata basis. The abovementioned utilization also includes reimbursement claimed, for expenditure incurred, in the past quarters, from internal accruals.
Lease payments for existing identified modern stores owned and controlled by Digital Age in India Investment in Subsidiary, FirstCry Trading for overseas expansion by: Setting up new modern stores Setting up warehouse(s) Investment in Subsidiary, Globalbees Brands additional Subsidiaries Sales and marketing initiatives Technology and data science cost including cloud and server hosting related costs Funding inorganic growth through acquisition initiatives and general corporate purposes
S.N. (b) IV (a) (b) V VI VII VIII
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September 2024

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(iii) Deployment of unutilized proceeds

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Market Value
Amount Return on
Type of instrument and name of Earning as at the end
S.N. invested Maturity date Investment
the entity invested in [Rs. Crore] of quarter
[Rs. Crore] [%]
[Rs. Crore]
1. Fixed Deposit with HDFC Bank 600.000 15-Aug-25 5.926 7.51% 605.926
2. Fixed Deposit with Kotak Bank 524.920 21-Oct-25 4.422 7.50% 529.342
3. Fixed Deposit with ICICI Bank 100.000 26-Aug-25 0.837 7.45% 100.837
4. Fixed Deposit with Axis Bank 115.000 22-Sep-25 0.975 7.55% 115.975
5. Balance lying in DARP A/c 21.541 - - - 21.541
Monitoring A/c Balance as on
6. 2.077 - - - 2.077
30.09.2024
Public Issue Escrow A/c Balance
7. 27.381 - - - 27.381
as on 30.09.2024
8. Balance lying in ICICI A/c 0.058 - - - 0.058
Total 1390.977 12.160 1403.137
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Source: As certified by Management

• *Market Value as on September 30, 2024

• **Includes accumulated interest of INR 1.535 crore

• *Includes unpaid OFS of INR 16.551 crore

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September 2024

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(iv) Delay in the implementation of the object(s)

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Comments of the
Completion date
Board of Directors
As per the Delay Proposed
Reason
Object(s) offer Actual^ [Number of days course of
for delay
document or months] action
Expenditure by Company for: FY25-FY27 On Schedule NA No comments
Setting up new modern stores under
FY25-FY27 On Schedule NA No comments
brand
Setting up a warehouse FY27 On Schedule NA No comments
Expenditure for lease payments for existing
identified modern stores owned and operated by FY25-FY27 On Schedule NA No comments
Company, in India
Investment in Subsidiary, Digital Age for FY25-FY27 On Schedule NA No comments
Setting up new modern stores under the FirstCry
FY25-FY27 On Schedule NA No comments
brand and other home brands of Company
Lease payments for existing identified modern stores
FY25-FY27 On Schedule NA No comments
owned and controlled by Digital Age in India
Investment in Subsidiary, FirstCry Trading for
FY25-FY27 On Schedule NA No comments
overseas expansion by:
Setting up new modern stores FY25-FY27 On Schedule NA No comments
Setting up warehouse(s) FY25-FY27 On Schedule NA No comments
Investment in Subsidiary, Globalbees Brands
towards acquisition of additional stake in step- FY25-FY27 On Schedule NA No comments
down Subsidiaries
Sales and marketing initiatives FY25-FY27 On Schedule NA No comments
Technology and data science cost including cloud
FY25-FY27 On Schedule NA No comments
and server hosting related costs
Funding inorganic growth through acquisition and
other strategic initiatives and general corporate FY25-FY27 On Schedule NA No comments
purposes
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Source: As t

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September 2024

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5. Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document

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Source of information,
Comments of the Comments of the
Amount certifications considered by
S.N. Item Head Monitoring
[Rs. Crore] the Monitoring Agency for
Agency Directors
the preparation of report
-Certified by Management
-Bank statement of the
1 Rent 5.447 No comments No comments
proceeds account
-Prospectus
IHC Dubai-
2 114.293 Same as above No comments No comments
Investment
Total 119.740
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