Brainbees Solutions Limited — Capital/Financing Update 2026

Feb 13, 2026

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FC/SE/2025-26/86

February 13, 2026

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 for the quarter ended December 31, 2025 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 Regulation 41(4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, 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 December 31, 2025.

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

Thanking you,

Yours sincerely,

For Brainbees Solutions Limited

Mandar Digitally signed by Mandar Chintaman Chintaman Joshi Joshi Date: 2026.02.13 17:57:42 +05'30' Mandar Joshi Company Secretary & Compliance Officer

Encl.: a/a

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

December 2025

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MONITORING AGENCY REPORT

Name of the Issuer: BRAINBEES SOLUTIONS LIMITED

For quarter ended: December 31, 2025

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 title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee 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 responsibility for such comments of the issuer’s Management/Board.

Signature:

PARUL Digitally signed by PARUL GOYAL GOYAL NARANG Date: 2026.02.13 NARANG 17:36:51 +05'30'

Parul Goyal Narang Vice President & Head- Process Excellence

Analyst: Tiyasha Dey

Quality Analyst: Dhwani Vinchhi

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December 2025

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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 has monitored INR 1,666.000 crore in Q3 FY2026

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

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

# 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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December 2025

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

(i) Cost of object(s)

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

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S.N.	Item Head	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Original cost (as per the offer document) [Rs. Crore]	Revised cost [Rs. Crore]	Comments of the Monitoring Agency	Comments of the Issuer’s Board of Directors	Comments of the Issuer’s Board of Directors	Comments of the Issuer’s Board of Directors
						Reason for cost revision	Proposed financing option	Particulars of firm arrangements made
VI	Sales and marketing initiatives	Prospectus	200.000	Not Applicable	No Comments	No comments
VII	Technology and data science cost including cloud and server hosting related costs	Prospectus	57.600	Not Applicable	No Comments	No comments
VIII	Funding inorganic growth through acquisition and other strategic initiatives and general corporate purposes	Prospectus	518.735	Not Applicable	No Comments	No comments
Total			1,601.735	-

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(ii) Progress in the object(s)		Reasons for idle funds Proposed course of action No comments No comments No comments No comments No comments
	Comments of the Issuer’s Board of Directors
	Comments of the Monitoring Agency No comments No comments The company has taken reimbursement for INR 0.027 crore in Q3 FY2026, which has been incurred earlier from its internal accruals No comments The company has taken reimbursement for INR 13.679 crore in Q3 FY2026, which has been
	Total unutilized	amount [Rs. Crore] 0.096 84.144 84.144 Nil 42.524
	Amount utilized [Rs. Crore]	At the end of the quarter 64.169 23.956 9.756 14.200 50.576
		During the quarter - 0.305 0.305 - 13.679
		As at the beginning of the quarter 64.169 23.651 9.451 14.200 36.897
	Amount as proposed	in the offer document [Rs. Crore] 64.265 108.100 93.900 14.200 93.100
	Source of information, certifications considered	by the Monitoring Agency for the preparation of report - Certified by Management -Bank statement of the proceeds account -Prospectus -Statutory Auditor Certificate -Bank statement of Bank statement of the proceed account/ corresponding bank statements -Prospectus Same as above Same as above Same as above
		Item Head Issue related expenses Objects of the Offer Expenditure by Company for: Setting up new modern stores under the ‘BabyHug’ brand Setting up a warehouse Expenditure for lease payments for existing identified modern stores*
	S. N. I (a) (b) II

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	Reasons for idle funds Proposed course of action No comments No comments No comments No comments No comments No comments No comments
Comments of the Issuer’s Board of Directors
Comments of the Monitoring Agency incurred earlier from its internal accruals No comments The company has taken reimbursement for INR 1.837 crore in Q3 FY2026, which has been incurred earlier from its internal accruals The company has taken reimbursement for INR 13.372 crore in Q3 FY2026, which has been incurred earlier from its internal accruals No comments No comments No comments No comments
Total unutilized	amount [Rs. Crore] 173.170 117.873 55.297 144.272 70.678 73.594 64.189
Amount utilized [Rs. Crore]	At the end of the quarter 126.430 51.127 75.303 11.328 1.922 9.406 104.811
	During the quarter 18.437 5.065 13.372 2.281 - 2.281 -
	As at the beginning of the quarter 107.993 46.062 61.931 9.047 1.922 7.125 104.811
Amount as proposed	in the offer document [Rs. Crore] 299.600 169.000 130.600 155.600 72.600 83.000 169.000
Source of information, certifications considered	by the Monitoring Agency for the preparation of report Same as above Same as above Same as above Same as above Same as above Same as above Same as above
	Item Head 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 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 towards acquisition of additional
S. N. III (a) (b) IV (a) (b) V

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	Reasons for idle funds Proposed course of action No comments No comments No comments	The actual issue related expenditure incurred by the company is INR 64.169 crore (Till Q1 FY2026 - 62.434 crore, Q2 FY2026 - 1.735 crore and Q3 FY2026 - Nil) which includes company’s share of offer_ expenses as well as offer expenses 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. _*The company made an investment of INR 0.037 crore in Q2 FY2026 for inorganic growth opportunities, out of which INR 0.002 crore has been returned to the company in Q3 FY2026 on account of excess estimation made earlier, & the same has been adjusted under GCP in current quarter.
Comments of the Issuer’s Board of Directors
Comments of the Monitoring Agency No comments No comments The company has taken reimbursement for INR 0.226 crore in Q3 FY2026, which has been incurred earlier from its internal accruals
Total unutilized	amount [Rs. Crore] 35.220 18.394 264.674 826.683
Amount utilized [Rs. Crore]	At the end of the quarter 164.780 39.206 254.061 839.317
	During the quarter 31.492 8.190 36.977 111.362**
	As at the beginning of the quarter 133.288 31.016 217.084 727.956
Amount as proposed	in the offer document [Rs. Crore] 200.000 57.600 518.735 1,666.000
Source of information, certifications considered

December 2025

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(iii) Deployment of unutilized proceeds

S.N.	Type of instrument and name of the entity invested in	Amount invested [Rs. Crore]	Maturity date	Earning [Rs. Crore]	Return on Investment [%]	Market Value as at the end of quarter* [Rs. Crore]
1. Fixed Deposit with HDFC Bank 2. Fixed Deposit with HDFC Bank 3. Fixed Deposit with Kotak Bank 4. Fixed Deposit with Kotak Bank^ 6. Balance lying in DARP A/c 7. Monitoring A/c Balance as on 31.12.2025 8. Public Issue Escrow A/c Balance as on 31.12.2025 9. Balance lying in FIRSTCRY TRADING COMPANY A/c Total		565.737 100.000 50.000 170.000 5.521 3.091 0.244 _9.800^^ *_904.392**	16-Aug-27 29-Mar-26 17-Oct-26 11-Mar-26 - - - -	6.714 5.937 0.684 8.667 - - - - 22.002	6.25% 7.81% 6.10% 7.45% - - - -	572.451 105.937 50.684 178.667 5.521 3.091 0.244 9.800 926.394

Source: As certified by Management

*Market Value as on December 31, 2025

**Includes accumulated interest of INR 77.172 crore

***Includes unpaid OFS of INR 0.147 crore ^ FD done by DARP

^^INR 9.410 crore is part of the amount invested by Brainbees in Firstcry (Represents current account balance in SAR, converted into INR using exchange rate of 1 SAR = Rs 23.043)

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

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

Source: As confirmed by the Issuer’s management

As per the relevant extract, of the offer document, filed by the issuer, “ We may have to revise our funding requirements and deployment from time to time on account of various factors, such as change in costs, including due to inflation or increase in the rate of taxation or change in the rate of currency exchange, revision in quotations at the time of actual expenditure, change in financial and market conditions, our management’s analysis of economic trends and our business requirements, changes in technology, ability to identify and consummate new business initiatives, fund requirements in the operations of our Subsidiaries, inorganic and geographic expansion opportunities, competitive landscape as well as general factors affecting our results of operations, financial condition, business and strategy and interest/exchange rate fluctuations or other external factors, which may not be within the control of our management. This may entail rescheduling (including preponing the deployment of Net Proceeds)and revising the funding requirement for a particular Object or increasing or decreasing the amounts earmarked towards any of the aforementioned Objects at the discretion of our management, subject to compliance with applicable law.

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

S.N.	Item Head	Amount [Rs. Crore]	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Comments of the Monitoring Agency	Comments of the Issuer’s Board of Directors
1	Rent (Q2 FY2025)	5.447	-Certified by Management -Bank statement of the proceed account/ corresponding bank statements	No comments	No comments
2	IHC – Dubai- Investment (Q2 FY2025)	114.293	Same as above	No comments	No comments
3	Rent (Q3 FY2025)	2.371	Same as above	No comments	No comments
4	Rent & Fixed assets (Q4 FY2025)	2.520	Same as above	No comments	No comments
5	IHC – Dubai- Investment (Q1 FY2026)	75.840	Same as above	No comments	No comments
6	Office Rent & Warehouse rent (Q1 FY2026)	7.374	Same as above	No comments	No comments
7	Office Rent & Warehouse rent (Q2 FY2026)	9.202	Same as above	No comments	No comments
8	Investment by Globalbees (Q2 FY2026)	0.035*	Same as above	No comments	No comments
9	Office Rent & Warehouse rent (Q3 FY2026)	15.729	Same as above	No comments	No comments
10	Payment to Facebook India (Q3 FY2026)	21.250	Same as above	No comments	No comments
	Total	254.061

*The company made an investment of INR 0.037 crore in Q2 FY2026 for inorganic growth opportunities, out of which INR 0.002 crore has been returned to the company in Q3 FY2026 on account of excess estimation made earlier, & the same has been adjusted under GCP in current quarter.

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