Brainbees Solutions Ltd IPO

The Company is Indias 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.

Full-stack platform with control over manufacturing and supply chain.

Proven and scalable business model.

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 OfferA. 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 SellingShareholders 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 compliancerequirements, 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 itsoperations 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.

The company has incurred losses in past periods and may continue to do so in the future, which may adversely impact its business and the value of the Equity Shares.

If the company fails to retain its relationships with third-party brands, or attract new relationships, the companys business, results of operations, financial condition and cash flows will be adversely affected.

The sale of its home brand products subjects it to unique risks and heightens certain other risks,such as, dependence on third-party manufacturers and suppliers for certain products and rawmaterials, liability for accidents and other incidents, product liability, and sale of home brands by unauthorized sellers. Further, its may not be able to obtain sufficient quantities or desired quality of products from contract manufacturers in a timely manner or at acceptable prices, which may adversely affect its business, financial condition and results of operations.

Current locations of its modern stores may become unattractive, and suitable new locations maynot be available for a reasonable price.

The company is exposed to risks associated with leasing real estate and any adverse developments could affect its business, results of operations and financial condition.

The company does not have exclusive agreements with contract manufacturers, suppliers and third party brands.

If the company fails to identify and effectively respond to changing customer preferences, trends and spending patterns for Mothers, Babies, and Kids Products, the demand for the products sold on its multichannel retailing platform could decrease, causing its business, results of operations, financial condition and cash flows to be adversely affected.