Brainbees Solutions Ltd IPO

The Company is India's largest multi-channel, multi-brand retailing platform for Mothers', Babies' and Kids' Products.

Its platform has powerful network effects driven by content, brands and data.

Brand affinity, loyalty and trust of customers in the FirstCry brand.

Combination of curating growing home brands and relationships with prominent third-party brands.

Its technology and data driven, personalized customer journey leads to higher customer engagement.

The company has had negative net cash flows in the past and may continue to have negative cash flows in the future.

Risks related to the Objects to the Offer A. The company is yet to identify the exact locations or properties for the setting up its new modern stores and warehouses in India and the Kingdom of Saudi Arabia, for which its intend to utilize the amount from Net Proceeds. B. The company may utilize a portion of the Net Proceeds to undertake inorganic growth for which the target may not be identified. In the event that its Net Proceeds to be utilized towards inorganic growth initiatives are insufficient for the cost of its proposed inorganic acquisition, its may have to seek alternative forms of funding. C. The company proposed expansion plans relating to the opening of new modern stores and setting up of new warehouses are subject to the risk of unanticipated delays in implementation and cost overruns. D. The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. Its funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency, and its management and Board will have broad discretion over the use of the Net Proceeds. E. The Company will not receive any proceeds from the Offer for Sale portion, and the Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale. F. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders' approval. G. Its investments in D2C brands through the company Globalbees Brands platform may not be successful, which may adversely affect its business, financial condition and results of operations. H. The Net Proceeds will be deployed over a long period of time and any delay may impact its operations and profitability. I. A portion of the Net Proceeds will be invested in Subsidiaries which have incurred losses and certain newly established businesses. The company cannot assure you that its investments will enhance their profitability or yield intended results. J. The company has investments in fixed deposits and will continue to invest in fixed deposits if the company has excess funds. If the company is unable to deploy all of the Net Proceeds towards expanding its business operations, its may temporarily invest a portion of the Net Proceeds in fixed deposits.

If the company fails to acquire new customers or experience a decline in engagement with its existing customers, the company may not be able to increase its revenues or achieve profitability.

Grow its customer base by continuing to invest in brand, technology, products and its membership program.

Grow its offline and online touchpoints to strengthen its multi- channel competitive advantage.

Continue to expand its portfolio of home brands.

Expand general trade retail distribution of our home brands.

Further invest in manufacturing in the baby and kids' product categories, and supply chain capabilities.