Brainbees Solutions Limited — Capital/Financing Update 2026

May 14, 2026

firstcry.com

FC/SE/2026-27/12

May 14, 2026

National Stock Exchange of India Limited
Exchange Plaza, C – 1, Block G,
Bandra-Kurla Complex, Bandra (E),
Mumbai-400051
Symbol: FIRSTCRY

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai-400001
Scrip Code: 544226

Sub: Monitoring Agency Report for the quarter ended March 31, 2026 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 the 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 March 31, 2026.

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

Thanking you,

Yours sincerely,

For Brainbees Solutions Limited
Mandar
Chintaman Joshi
Mandar Joshi
Company Secretary & Compliance Officer
Encl.: a/a

Digitally signed by Mandar
Chintaman Joshi
Date: 2026.05.14 16:48:27
+05'30'

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

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ICRA
March 2026

MONITORING AGENCY REPORT

Name of the Issuer: BRAINBEES SOLUTIONS LIMITED
For quarter ended: March 31, 2026

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
Goyal Narang
Digitally signed by Parul Goyal Narang
Date: 2026.05.13 17:52:22 +05'30'

Parul Goyal Narang
Vice President & Head- Process Excellence

Analyst: Adrita Sadhukhan
Quality Analyst: Parul Narang

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ICRA
March 2026

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 Q4 FY2026

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ICRA
March 2026

1. 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^{e} 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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ICRA
March 2026

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
						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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ICRA
March 2026

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
						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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ICRA

March 2026

(ii) Progress in the object(s)

S.N.	Item Head	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Amount as proposed in the offer document [Rs. Crore]	Amount utilized [Rs. Crore]			Total unutilized amount [Rs. Crore]	Comments of the Monitoring Agency	Comments of the Issuer's Board of Directors
				As at the beginning of the quarter	During the quarter	At the end of the quarter			Reasons for idle funds	Proposed course of action
	Issue related expenses*	- Certified by Management
-Bank statement of the proceeds account
-Prospectus	64.265	64.169	0.065	64.234	0.031	No comments	No comments
	Objects of the Offer
I	Expenditure by Company for:	-Statutory Auditor Certificate
-Bank statement of Bank statement of the proceed account/ corresponding bank statements
-Prospectus	108.100	23.956	0.051	24.007	84.093	No comments	No comments
(a)	Setting up new modern stores under the 'BabyHug' brand	Same as above	93.900	9.756	0.051	9.807	84.093	The company has taken reimbursement for INR 0.0001 crore in Q4 FY2026, which has been incurred earlier from its internal accruals	No comments
(b)	Setting up a warehouse	Same as above	14.200	14.200	-	14.200	Nil	No comments	No comments
II	Expenditure for lease payments for existing identified modern stores	Same as above	93.100	50.576	8.910	59.486	33.164	The company has taken reimbursement for INR 8.910 crore in Q4 FY2026, which has been	No comments

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ICRA
March 2026

S. N.	Item Head	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Amount as proposed in the offer document [Rs. Crore]	Amount utilized [Rs. Crore]			Total unutilized amount [Rs. Crore]	Comments of the Monitoring Agency	Comments of the Issuer's Board of Directors
				As at the beginning of the quarter	During the quarter	At the end of the quarter			Reasons for idle funds	Proposed course of action
	owned and operated by Company, in India							incurred earlier from its internal accruals
III	Investment in Subsidiary, Digital Age for	Same as above	299.600	126.430	15.480	141.910	157.690	No comments	No comments
(a)	Setting up new modern stores under the FirstCry brand and other home brands of Company	Same as above	169.000	51.127	2.257	53.384	115.616	The company has taken reimbursement for INR 0.542 crore in Q4FY2026, which has been incurred earlier from its internal accruals	No comments
(b)	Lease payments for existing identified modern stores owned and controlled by Digital Age in India	Same as above	130.600	75.303	13.223	88.526	42.074	The company has taken reimbursement for INR 13.223 crore in Q4 FY2026, which has been incurred earlier from its internal accruals	No comments
IV	Investment in Subsidiary, FirstCry Trading for overseas expansion by:	Same as above	155.600	11.328	7.227	18.555	137.045	No comments	No comments
(a)	Setting up new modern stores	Same as above	72.600	1.922	-	1.922	70.678	No comments	No comments
(b)	Setting up warehouse(s)	Same as above	83.000	9.406	7.227	16.633	66.367	No comments	No comments
V	Investment in Subsidiary, Globalbees Brands towards acquisition of additional	Same as above	169.000	104.811	-	104.811	64.189	No comments	No comments

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ICRA

March 2026

S. N.	Item Head	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Amount as proposed in the offer document [Rs. Crore]	Amount utilized [Rs. Crore]			Total unutilized amount [Rs. Crore]	Comments of the Monitoring Agency	Comments of the Issuer’s Board of Directors
				As at the beginning of the quarter	During the quarter	At the end of the quarter			Reasons for idle funds	Proposed course of action
	stake in step-down Subsidiaries
VI	Sales and marketing initiatives	Same as above	200.000	164.780	24.410	189.190	10.810	No comments	No comments
VII	Technology and data science cost including cloud and server hosting related costs	Same as above	57.600	39.206	7.413	46.619	10.981	No comments	No comments
VIII	Funding inorganic growth through acquisition and other strategic initiatives and general corporate purposes	Same as above	518.735	254.061	16.596	270.657	248.078	No comments	No comments
Total			1,666.000	839.317	80.152	919.469	746.531

*The actual issue related expenditure incurred by the company is INR 64.234 crore (Till Q1 FY2026 - 62.434 crore, Q2 FY2026 - 1.735 crore, Q3 FY2026 – Nil, Q4FY2026- 0.065) 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.

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ICRA
March 2026

(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	579.616	05-Feb-27	6.060	6.75%	585.676
2.	Fixed Deposit with HDFC Bank	102.000	02-Jun -27	0.036	7.57%	102.036
4.	Fixed Deposit with Kotak Bank^	90.000	12-Apr-27	0.328	6.90%	90.328
5.	Fixed Deposit with Kotak Bank^	81.000	10-May-27	0.293	6.90%	81.293
6.	Balance lying in DARP A/c	1.557	-	-	-	1.557
7.	Monitoring A/c Balance as on 31 March 2026	1.822	-	-	-	1.822
8.	Public Issue Escrow A/c Balance as on 31 March 2026	0.078***	-	-	-	0.078
9.	Balance lying in FIRSTCRY TRADING COMPANY A/c	2.190^^	-	-	-	2.190
Total		858.263**		6.717		864.980

Source: As certified by Management
Market Value as on March 31, 2026
Includes accumulated interest of INR 111.732 crore
**Includes unpaid OFS of INR 0.047 crore
^ FD done by DARP
^^INR 2.190 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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ICRA
March 2026

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

	Completion date			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 and general corporate purposes	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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ICRA
March 2026

1. 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
11	Office Rent & Warehouse rent (Q4 FY2026)	16.596	Same as above	No comments	No comments
	Total	270.657

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