Brainbees Solutions (Firstcry) IPO Basis of Allotment

^^ discount of 144 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion.

• Financials Risk:

• Negative Cash Flows: We have had negative net cash flows in the past. The following table sets forth our cash flow for the periods indicated as per our Restated Consolidated Financial Statements:

• Losses incurred in past periods: We have incurred loss of Rs.(3,215.07) million, Rs.(4,860.56 million and Rs.(786.85) million for the Financial Year 2024, 2023 and 2022 respectively. If we continue to incur losses, our business and the value of the Equity Shares could be adversely affected.

• Risk related to the objects of the offer: We face various inter-related risks concerning usage, receipt and deployment of the Offer Proceeds in relation to the objects of the Offer, some of which are outline below:

• We are yet to identify the exact locations or properties for the setting up our new modern stores and warehouses in India and the Kingdom of Saudi Arabia, for which we intend to utilize the amount from Net Proceeds;

• A portion of the Net Proceeds will be invested in our Subsidiaries, Globalbees Brands, Digital Age and Firstcry Trading Company, which have incurred losses and certain newly established businesses. We cannot assure you that our investments will enhance their profitability or yield intended results.

• The Net Proceeds will be deployed over a long period of time and any delay may impact our operations and profitability.

• Market Risk: The Offer Price of our Equity Shares, our pre-Offer market capitalization to revenue from operations for FY 2024 and our price-to-earnings (P/E) ratio at Offer price may not be indicative of the market price of our Equity Shares afterthe Offer.

Notes:

• Market capitalization = Number of shares outstanding as on date of Prospectus * Floor price or cap price, as applicable

• Since the Company has incurred loss in the Financial Year 2024, the basic and diluted EPS is negative and hence, the Price to Earnings ratio is not ascertainable

• Business and Operational Risks:

• Risk relating to retaining existing customer and acquiring new customers: If we fail to acquire new customers or experience a decline in engagement with our existing customers, we may not be able to increase our revenues or achieve profitability. Our GMV generated from our Annual Unique Transacting Customers ('AUTC') for Financial Years 2024, 2023 and 2022 was ^91,211.28 million Rs.72,576.34 million and Rs.57,994.63 million respectively. The tables below sets forth the details of our advertising and sales promotion expenses as a percentage of our revenue from operations and our GMV generated from our new customers and existing customers as a percentage of GMV from AUTC:

* Includes payments made to third-party websites, search engines and social media influences.

• Risk relating to third-party brands and SKUs: If we fail to retain our relationships with third-party brands, or attract new relationships, our business, results of operations, financial condition and cash flows will be adversely affected. Set forth below is the number of brands added on our FirstCry platform (in India, UAE and KSA), brands associated with us on our FirstCry platform, and SKUs offered by us on our platform:

• Dependency on the online commerce industry in India: Our business depends on the growth of the online commerce industry in India and our ability to effectively respond to changing customer behavior on digital platforms. Details of our GMV from Online business in India as a percentage to total GMV in India is provided hereunder:

• Other Risks:

• Our company has not received any proceeds from the Offer for Sale amounting to Rs. 25,277.28 million

• The five Book Running Lead Managers associated with the Offer have handled 57 public issues in the past three Financial Years, out of which 12 issues closed below the issue price on the listing date:

* Issues handled where there were no common BRLMs.

• Weighted average cost of acquisition of all shares transacted in the three years, 18 months and one year preceding the date of the Prospectus:

• As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079, by way of their certificate dated August 8,2024.

• Since the Company has incurred loss in the Financial Year 2024, the basic and diluted EPS is negative and hence, the Price to Earnings ratio is not ascertainable.

• Weighted Average Return on Net Worth for Financial Year ended 2024, 2023 and 2022 is (8.92)%.

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. as amended ("SCRR") read with Regulation 31 of the SEBIICDR Regulations. The Offer was made through the Book Building Process, in compliance with Regulation 6(2) of the SEBIICDR Regulations, wherein at least 75% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Category"), provided that our Company in consultation with the BRLMs. allocated 60% of the QIB Category to Anchor Investors, on a discretionary basis (the "Anchor Investor Portion'), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the price at which Equity Shares were allocated to Anchor Investors. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares has been added to the QIB Category (excluding the Anchor Investor Portion) ("Net QIB Category"). Further. 5% of the Net QIB Category was made available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Category was made available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. Further, not more than 15% of the Net Offer was made available for allocation to non-institutional investors ("Non-lnstitutional Investors' or "Nils") (the "Non-lnstitutional Category") of which one-third of the Non-lnstitutional Category was made available for allocation to Bidders with an application size of more than Rs.200,000 and up to Rs.1,000,000 and two-thirds of the Non-lnstitutional Category was made available for allocation to Bidders with an application size of more than *1,000,000. The allocation to each Non-lnstitutional Investor was not less than the minimum application size, subject to availability of Equity Shares in the Non-lnstitutional Category and the remaining available Equity Shares, if any, were allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. Further, not more than 10% of the Net Offer was made available for allocation to retail individual investors ("Retail Individual Investors" or "Rlls") (the "Retail Category") in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, Equity Shares has been allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (other than Anchor Investors) were required to mandatorily participate in this Offer through the Application Supported by Block Amount ("ASBA") process, and were required to provide details of their respective bank account (including UPI ID for UPI Bidders (defined hereinafter)) in which the Bid Amount was blocked by the SCSBs or the Sponsor Bank(s). as the case may be. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, specific attention is invited to "Offer Procedure'' on page 602 of the Prospectus.

The bidding date for Anchor Investor was on Monday, August 5. 2024. The Company received 71 applications from 49 anchor investors for 4.14.67.840 Equity Shares. The Anchor investor price was finalized at Rs. 465 per Equity Share. A total of 4.05,55.428 shares were allocated under the Anchor Investor Portion aggregating toRs. 18,85,82.74.020

The Offer (excluding Anchor Investors) received 5,83.328 applications for 60,86,55.680 Equity Shares (prior to rejections) resulting in 12.26 times subscription. The details of the applications received in the Offer from various categories are as under: (before rejections):

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid/ Offer Closing Date at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on August 9,2024.

A. Allotment to Retail Individual Bidders (after rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Issue Price of RS. 465 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 2.38 times. The total number of Equity Shares Allotted in Retail Portion is 90,12,317 Equity Shares to 2,81,634 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non-lnstitutional Investors (More than *0.20 million Up to Rs.1 million) (After Rejections)

The Basis of Allotment to the Non-lnstitutional Investors (more than Rs.0.20 million Up to Rs.1 million), who have bid at the Offer Price of Rs. 465 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 3.46 times. The total number of Equity Shares allotted in this category is 45,06.158 Equity Shares to 10,058 successful applicants. The category-wise details of the Basis of Allotment are as under: (sample)

C. Allotment to Non-lnstitutional Investors (more than Rs.1 million) (After Rejections)

The Basis of Allotment to the Non-lnstitutional Investors (more than Rs.1 million), who have bid at the Offer Price of Rs. 465 per Equity Share . was finalized in consultation with NSE. This category has been subscribed to the extent of 5.30 times. The total number of Equity Shares allotted in this category is 90,12,318 Equity Shares to19,272 successful Non-lnstitutional Investors. The category-wise details of the Basis of Allotment are asunder: (Sample)

D. Allotment to Employee Reservation (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Eligible Employee Portion, who have bid at the Offer Price of Rs. 465 per Equity Share or at cut-off price, was finalized in consultation with NSE. This category has been subscribed to the extent of 1.46 times. The total number of Equity Shares allotted in this category is 71,258 Equity Shares to 688 successful applicants. The category-wise details of the Basis of Allotment are as under:

‘A discount of Rs. 44 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion.

Eligible Employees between Rs. 0.20 million to Rs. 0.50 million

E. Allotment to QIBs (Excluding Anchor Investors) (after rejections)

Allotment to QIBs, who have Bid at the Offer Price of Rs. 465 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 19.29 times of QIB Portion. As per the SEBIICDR Regulations, Mutual Funds were Allotted 5% of the Equity Shares of Net QIB Portion available i.e., 13.51,848 Equity Shares. The total number of Equity Shares Allotted in the QIB Portion is 2,70,36,953 Equity Shares which were allotted to 130 successful QIB Investors. The category-wise details of the Basis of Allotment are as under:

F. Allotment to Anchor Investors (After Rejections)

The Company, in consultation with the BRLMs, have allocated 4,05,55,428 Equity Shares to 49 Anchor Investors (through 71 Applications) at the Anchor Investor Offer Price of Rs. 465 per Equity Share in accordance with the SEBIICDR Regulations. This represents 60% of the QIB Portion.

The IPO Committee of the Board of Directors of the Company on August 10, 2024 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum-lntimations and/ or notices will be dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on August 9, 2024 and payment to non-Syndicate brokers have been issued on August 10,2024. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on August 12.2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE and NSE on August 12, 2024. The Company has received listing and trading approval from BSE and NSE and the trading will commence on or about August 13,2024.

Note: All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

INVESTORS PLEASE NOTE

The details of the allotment made was hosted on the website of the Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ sole Bidder, Bid cum Application Form number, Bidder DP ID. Client ID. PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

Link Intime India Private Limited

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra, India

Tel: + 91 810 811 4949; E-mail: brainbees.ipo@linkintime.co.in;

Website: www.linkintime.co.in Investor grievance e-mail: brainbees.ipo@linkintime.co.in

Contact person: Shanti Gopalkrishnan

SEBI registration no.: INR000004058

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF BRAINBEES SOLUTIONS LIMITED.

BRAINBEES SOLUTIONS LIMITED has filed the Prospectus with RoC on August 8.2024. The Prospectus is available on the website of SEBI at www.sebi.gov.in . as well as on the websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com   and www.nseindia.com . respectively, on the website of the Company at www.firstcry.com  and on the websites of the BRLMs, i.e. Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited, BofA Securities India Limited, JM Financial Limited and Avendus Capital Private Limited at https://investmentbank.kotak.com, www.morganstanley.com ,https://business.bofa.com/bofas-india. www.jmfl.com   and http://www.avendus.com , respectively. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see Risk Factors' on page 83 of the Prospectus.

This announcement does not constitute an invitation or offer of securities for sale in any jurisdiction. The Equity Shares offered in the Offer have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act") and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) within the United States solely to persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a) of the U.S. Securities Act, and (b) outside the United States in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no public offering of securities in the United States.