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Brainbees Solutions Ltd IPO

Status: Closed

Overview

IPO date
06 Aug 2024 to 08 Aug 2024
Face value
₹ 0 per share
Price
₹ 440 to ₹465 per share
Issue Size
90,187,690 shares
(aggregating up to ₹ 4193.73 Cr)
Allotment Date
09 Aug 2024
Listing at
NSE
Issue type
Book Building
Sector
Retail

Objectives of Brainbees Solutions Ltd IPO

Initial public offering of 90,194,432^ equity shares of face value of Rs. 2 each (the "Equity Shares") of Brainbees Solutions Limited ("Company" or "Issuer") for cash at a price of Rs. 465.00 per equity share (the "Offer Price") aggregating to Rs. 4193.73 crores^ (the "Offer") comprising a fresh issue of 35,834,699^ equity shares of face value Rs. 2 each aggregating to Rs. 1666.00 crores^ (the "Fresh Issue") and an offer for sale of 54,359,733 equity shares of face value Rs. 2 each aggregating to Rs. 2527.73 crores (the "Offer for Sale"), comprising an offer for sale of 46,814,458 equity shares of face value Rs. 2 each aggregating to Rs. 2176.87 crores by corporate selling shareholders (as defined hereinafter) and 7,545,275 equity shares of face value Rs. 2 each aggregating to Rs. 350.86 crores by individual selling shareholders (as defined hereinafter) (together, the "Selling Shareholders", and such equity shares, the "Offered Shares"). The offer includes a reservation of 71,258 equity shares of face value of Rs. 2 each, aggregating to Rs. 3.00 crores^ (constituting 0.01 % of the post-offer paid-up equity share capital, for subscription by eligible employees ("Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer shall constitute 17.37 % and 17.36 % of the post-offer paid-up equity share capital of the company. ^A discount of Rs. 44 per equity share was offered to eligible employees bidding in the employee reservation portion.

Brainbees Solutions Ltd IPO Strategy

  • 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.
  • Selective expansion in international markets.
  • Expand and Grow Globalbees House of Brands.

About Brainbees Solutions Ltd

'Brainbees Solutions Limited' was incorporated on May 17, 2010, as a private limited company under the Companies Act 1956, with the name 'Brainbees Solutions Private Limited', at Pune pursuant to a certificate of incorporation issued by the RoC. Upon the conversion of the Company to a public limited company, pursuant to a resolution passed by the companies Board on August 31, 2023 and a resolution passed by the companies shareholders at the extra-ordinary general meeting on September 5, 2023, the name of the Company was changed to 'Brainbees Solutions Limited'. A fresh certificate of incorporation dated November 2, 2023 was issued by the RoC consequent to our Company's conversion into a public limited company. The company is India's largest multi-channel retailing platform for Mothers', Babies' and Kids' products, in terms of GMV, for the year ending December 2022, according to the RedSeer Report, with a growing presence in select international markets. In India, the company sell Mothers', Babies' and Kids' products through our online platform, company-owned modern stores, franchisee-owned modern stores and general trade retail distribution. The company haas expanded internationally in select markets, establishing a presence in UAE and KSA in 2019 and 2022 respectively, where the company aims to replicate the companies India playbook.

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Strengths vs Risks of Brainbees Solutions Ltd

Know the pros & cons

Strengths

  • arrowThe Company is India's largest multi-channel, multi-brand retailing platform for Mothers', Babies' and Kids' Products.
  • arrowIts platform has powerful network effects driven by content, brands and data.
  • arrowBrand affinity, loyalty and trust of customers in the FirstCry brand.
  • arrowCombination of curating growing home brands and relationships with prominent third-party brands.
  • arrowIts technology and data driven, personalized customer journey leads to higher customer engagement.
  • arrowFull-stack platform with control over manufacturing and supply chain.
  • arrowProven and scalable business model.

Risks

  • arrowThe company has had negative net cash flows in the past and may continue to have negative cash flows in the future.
  • arrowRisks 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.
  • arrowIf 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.
  • arrowThe 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.
  • arrowIf the company fails to retain its relationships with third-party brands, or attract new relationships, the company's business, results of operations, financial condition and cash flows will be adversely affected.
  • arrowThe 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 raw materials, 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.
  • arrowCurrent locations of its modern stores may become unattractive, and suitable new locations may not be available for a reasonable price.
  • arrowThe company is exposed to risks associated with leasing real estate and any adverse developments could affect its business, results of operations and financial condition.
  • arrowThe company does not have exclusive agreements with contract manufacturers, suppliers and third party brands.
  • arrowIf 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.
  • arrowIts business depends on the growth of the online commerce industry in India and the company ability to effectively respond to changing customer behavior on digital platforms. If the online commerce industry in India does not further develop and grow and if the company is not able to effectively respond to changing customer behavior, its results of operations could be adversely affected.
  • arrowIts Subsidiaries, Swara Baby Products Private Limited, Solis Hygiene Private Limited and Swara Hygiene Private Limited manufacture diapers for its home brands and for third-party brands. Any deviation in demand for these products can significantly affect their operations and profitability, and may have an adverse impact on its business, results of operations, financial condition and cash flows on a consolidated basis.
  • arrowThe company significantly depends on franchisees, warehouse operators, logistic partners, distributors and other such commercial relationships for its product distribution network. Changes in the company relationships with such entities, or adverse conditions that affect such entities could have an adverse effect on its business, results of operations, financial condition, cash flows, and reputation.
  • arrowIts international operations are subject to a number of risks that could affect its business, results of operations and prospects.
  • arrowThe company may experience a decline in the growth rate of revenues due to multiple factors.
  • arrowIts historical performance is not indicative of the company future growth or financial results and its may not be able to sustain the company historical growth rates or effectively execute its strategies, which may adversely affect its business and financial results.
  • arrowMajority of its Directors does not have prior experience of holding a directorship in a company listed on the Stock Exchanges.
  • arrowIts inability to effectively manage or expand the company retail network may have an adverse effect on its business, results of operations and financial condition.
  • arrowThe company track certain operational and key business metrics with internal systems and tools. Certain of its operational metrics are subject to inherent challenges in measurement which may adversely affect its business and reputation.
  • arrowAn inability to obtain, renew or maintain The company statutory and regulatory permits and approvals required to operate its businesses may adversely affect the company's business, results of operations, financial condition and cash flows.
  • arrowThe statutory auditors of certain Subsidiaries had observed material uncertainties in relation to their ability to continue as a going concern in their audit reports. If such Subsidiaries are unable to continue as a going concern, it may have an adverse financial impact on the Company and its Subsidiaries as they have provided financial support letters to ensure availability of financial resources.
  • arrowThe company has incurred certain indebtedness and its lenders have imposed certain restrictive conditions on it under the company financing arrangements. This may limit its ability to pursue the company's business and limit its flexibility in planning for, or reacting to, changes in the company's business or industry.
  • arrowThe Company and its Subsidiaries failed to comply with certain provisions of the Companies Act 2013, and had to compound such non-compliances. The company cannot assure you that there will be no such non-compliances in the future and that the Company, Subsidiaries, its Directors or the directors of the company Subsidiaries will not be subject to any penalty or any additional payments.
  • arrowThere are outstanding litigation proceedings against the Company, Subsidiaries and Directors. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.
  • arrowCertain of its Subsidiaries have availed certain unsecured loans from related parties that may be recalled by the lender at any time and the company Subsidiaries may not have adequate funds to make timely payments or at all.
  • arrowThe company is exposed to risks emanating from non-availability of any exclusive arrangements with third party brands that offer their products on its platform.
  • arrowThe company depends on the performance of management and other skilled personnel, and if the company is unable to attract, retain, and motivate employees, its business, results of operations and financial condition could be harmed.
  • arrowThere could be infringement of its intellectual property rights by third parties, which could damage its reputation and brand identity and harm the company's business and results of operations.
  • arrowThe company operates in a competitive industry and its failures to compete effectively could have a negative effect on the success of the company's business.
  • arrowThe company engage in related party transactions with certain of its Shareholders, Subsidiaries, Directors, Key Managerial Personnel and Senior Management, which may potentially involve conflicts of interest.
  • arrowThe company may need to make capital expenditures to fund its growth and expansion plans. If the company fails to obtain sufficient capital, witsmay be unable to complete future expansions or undertake new developments in a timely manner or at all.
  • arrowAny harm to its brand or reputation may adversely affect the company's business, results of operations, financial condition and cash flows.
  • arrowGrants of stock options under its Employee Stock Option Plans may result in a charge to the company profit and loss account and, to that extent, affect its financial condition.
  • arrowIf the company is unable to successfully integrate the businesses, technologies, services and products that the company acquire or invest in, its business, results of operations, cash flows and financial condition could be adversely affected.
  • arrowIf the company is unable to continue to innovate or if its fail to adapt to changes in the company industry, its business, results of operations, financial condition and cash flows would be adversely affected.
  • arrowChanging regulations in India could lead to new compliance requirements that are uncertain and may adversely impact its business, results of operations or financial condition.
  • arrowThe Company and its Subsidiaries have previously failed to comply with the Legal Metrology (Packaged Commodities) Rules, 2011 and the company may be subject to fines or penalties, which could adversely affect its reputation, business, financial condition and results of operations.
  • arrowThe Unaudited Pro Forma Consolidated Financial Information is presented for illustrative purposes only and may not be indicative of its future performance.
  • arrowDelays or defaults by its brand relationships, vendors or manufacturers could affect its cash flows and may adversely affect the company's business and results of operations.
  • arrowIts technology infrastructure is susceptible to disruptions, failures, security breaches and cyberattacks. Any such events could potentially result in damage to its business and reputation and adversely affect the company's business, results of operations, financial condition and cash flows.
  • arrowThe company is exposed to the risks associated with reliance upon the services of third-party data center hosting facilities and other third-party providers for its business and operations.
  • arrowIf the company is unable to identify customer demand accurately and maintain an optimal level of inventory, its business, results of operations and financial condition may be adversely affected.
  • arrowIts may be subject to liabilities and costs related to providing preschool education to children, which may harm its business, or damage the company reputation and brand.
  • arrowIts business, results of operations and financial condition may be adversely affected if operations at the manufacturing facilities of its contract manufacturers or raw material suppliers are disrupted.
  • arrowThe company may be subject to costs and liabilities related to stringent health and safety standards. Contamination of its products and any similar incidents in the future could have an adverse impact on its reputation, business, results of operations and financial condition. In addition, failure by its brand relationships or manufacturers to comply with product safety and other related laws may subject it to liability, harm its business, results of operations, financial condition, and cash flows, and damage its reputation and brand.
  • arrowThe company has a large number of Subsidiaries and step-down Subsidiaries and may have limited control over the operations of these entities.
  • arrowWith respect to certain of its entities which are consolidated, the company Restated Consolidated Financial Statements have been prepared based on their unaudited special purpose financial statements.
  • arrowAny failures to maintain quality of customer service, and deal with customer complaints in a timely manner could adversely affect its business and results of operations.
  • arrowIts ability to raise foreign capital and the ability of foreign investors to acquire Equity Shares in the Company may be constrained by Indian law, which may adversely affect its business and the trading price of the company Equity Shares.
  • arrowThere have been certain instances of delays in payment of statutory dues by the Company. Any further delays in payment of statutory dues may attract financial penalties and may adversely affect its business, financial condition and results of operations.
  • arrowComplaints by third parties may adversely affect its reputation and business.
  • arrowThe seasonality of its business affects the company quarterly results of operations and places an increased strain on its operations.
  • arrowHealth epidemics, such as the COVID-19 pandemic, have had, and could in the future have, an adverse effect on its business and results of operations, and the markets in which the company and its customers, brand relationships, manufacturers and advertisers are present in.
  • arrowThe company may be accused of infringing or misappropriating intellectual property rights or confidential know how of third parties.
  • arrowIf the company is subject to any fraud, theft, or embezzlement by its employees, contractors or dealers, it could adversely affect the company reputation, results of operations and financial condition.
  • arrowIts online marketing listings or reviews may constitute internet advertisement, which subjects it to laws, rules and regulations applicable to advertising. The costs associated with complying with these laws, rules and regulations, including any penalties or fines, could have an adverse effect on its business, results of operations, financial condition and cash flows.
  • arrowThe company does not have full control over the quality of the products and brands sold on its multi-channel retailing platform, and may be subject to legal liabilities and reputational harm as a result of product defects, poor quality control or authenticity issues.
  • arrowFailures to deal effectively with fraudulent activities on its mobile app or website would increase the company fraud losses and harm its business and could severely diminish vendor and customer confidence in and use of the company services.
  • arrowThe company is subject to payment-related risks, including risks associated with cash on delivery, logistics costs incurred by its on sales returns, and payment processing risks.
  • arrowHigh volumes of merchandise returns or interruptions in its shipping operations could negatively impact the company's business and results of operations.
  • arrowThe company does not have insurance policies to cover all possible events, including certain key insurance policies, and its current insurance policies may be insufficient to cover all future costs and losses the incurrence or magnitude of which are unforeseen or unpredictable and could result in an adverse effect on its business and results of operations.
  • arrowThe company has contingent liabilities and its financial condition could be adversely affected if any of these contingent liabilities materialize.
  • arrowThe auditor's report on its financial statements contains certain remarks.
  • arrowCertain sections of this Red Herring Prospectus contain information from the RedSeer Report which has been prepared exclusively for the Offer and exclusively commissioned and paid for by it. There can be no assurance that such report is complete, and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
  • arrowCertain of its Directors, Key Managerial Personnel and Senior Management are interested in it in addition to their normal remuneration or benefits and reimbursement of expenses incurred.
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The IPO opens on 06 Aug 2024 & closes on 08 Aug 2024.

'Brainbees Solutions Limited' was incorporated on May 17, 2010, as a private limited company under the Companies Act 1956, with the name 'Brainbees Solutions Private Limited', at Pune pursuant to a certificate of incorporation issued by the RoC. Upon the conversion of the Company to a public limited company, pursuant to a resolution passed by the companies Board on August 31, 2023 and a resolution passed by the companies shareholders at the extra-ordinary general meeting on September 5, 2023, the name of the Company was changed to 'Brainbees Solutions Limited'. A fresh certificate of incorporation dated November 2, 2023 was issued by the RoC consequent to our Company's conversion into a public limited company. The company is India's largest multi-channel retailing platform for Mothers', Babies' and Kids' products, in terms of GMV, for the year ending December 2022, according to the RedSeer Report, with a growing presence in select international markets. In India, the company sell Mothers', Babies' and Kids' products through our online platform, company-owned modern stores, franchisee-owned modern stores and general trade retail distribution. The company haas expanded internationally in select markets, establishing a presence in UAE and KSA in 2019 and 2022 respectively, where the company aims to replicate the companies India playbook.

Brainbees Solutions Ltd IPO will close on 08 Aug 2024.

  • 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.
  • Full-stack platform with control over manufacturing and supply chain.
  • Proven and scalable business model.

No risks available.

  • 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.
  • 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 company's 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 raw materials, 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 may not 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.
  • Its business depends on the growth of the online commerce industry in India and the company ability to effectively respond to changing customer behavior on digital platforms. If the online commerce industry in India does not further develop and grow and if the company is not able to effectively respond to changing customer behavior, its results of operations could be adversely affected.
  • Its Subsidiaries, Swara Baby Products Private Limited, Solis Hygiene Private Limited and Swara Hygiene Private Limited manufacture diapers for its home brands and for third-party brands. Any deviation in demand for these products can significantly affect their operations and profitability, and may have an adverse impact on its business, results of operations, financial condition and cash flows on a consolidated basis.
  • The company significantly depends on franchisees, warehouse operators, logistic partners, distributors and other such commercial relationships for its product distribution network. Changes in the company relationships with such entities, or adverse conditions that affect such entities could have an adverse effect on its business, results of operations, financial condition, cash flows, and reputation.
  • Its international operations are subject to a number of risks that could affect its business, results of operations and prospects.
  • The company may experience a decline in the growth rate of revenues due to multiple factors.
  • Its historical performance is not indicative of the company future growth or financial results and its may not be able to sustain the company historical growth rates or effectively execute its strategies, which may adversely affect its business and financial results.
  • Majority of its Directors does not have prior experience of holding a directorship in a company listed on the Stock Exchanges.
  • Its inability to effectively manage or expand the company retail network may have an adverse effect on its business, results of operations and financial condition.
  • The company track certain operational and key business metrics with internal systems and tools. Certain of its operational metrics are subject to inherent challenges in measurement which may adversely affect its business and reputation.
  • An inability to obtain, renew or maintain The company statutory and regulatory permits and approvals required to operate its businesses may adversely affect the company's business, results of operations, financial condition and cash flows.
  • The statutory auditors of certain Subsidiaries had observed material uncertainties in relation to their ability to continue as a going concern in their audit reports. If such Subsidiaries are unable to continue as a going concern, it may have an adverse financial impact on the Company and its Subsidiaries as they have provided financial support letters to ensure availability of financial resources.
  • The company has incurred certain indebtedness and its lenders have imposed certain restrictive conditions on it under the company financing arrangements. This may limit its ability to pursue the company's business and limit its flexibility in planning for, or reacting to, changes in the company's business or industry.
  • The Company and its Subsidiaries failed to comply with certain provisions of the Companies Act 2013, and had to compound such non-compliances. The company cannot assure you that there will be no such non-compliances in the future and that the Company, Subsidiaries, its Directors or the directors of the company Subsidiaries will not be subject to any penalty or any additional payments.
  • There are outstanding litigation proceedings against the Company, Subsidiaries and Directors. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.
  • Certain of its Subsidiaries have availed certain unsecured loans from related parties that may be recalled by the lender at any time and the company Subsidiaries may not have adequate funds to make timely payments or at all.
  • The company is exposed to risks emanating from non-availability of any exclusive arrangements with third party brands that offer their products on its platform.
  • The company depends on the performance of management and other skilled personnel, and if the company is unable to attract, retain, and motivate employees, its business, results of operations and financial condition could be harmed.
  • There could be infringement of its intellectual property rights by third parties, which could damage its reputation and brand identity and harm the company's business and results of operations.
  • The company operates in a competitive industry and its failures to compete effectively could have a negative effect on the success of the company's business.
  • The company engage in related party transactions with certain of its Shareholders, Subsidiaries, Directors, Key Managerial Personnel and Senior Management, which may potentially involve conflicts of interest.
  • The company may need to make capital expenditures to fund its growth and expansion plans. If the company fails to obtain sufficient capital, witsmay be unable to complete future expansions or undertake new developments in a timely manner or at all.
  • Any harm to its brand or reputation may adversely affect the company's business, results of operations, financial condition and cash flows.
  • Grants of stock options under its Employee Stock Option Plans may result in a charge to the company profit and loss account and, to that extent, affect its financial condition.
  • If the company is unable to successfully integrate the businesses, technologies, services and products that the company acquire or invest in, its business, results of operations, cash flows and financial condition could be adversely affected.
  • If the company is unable to continue to innovate or if its fail to adapt to changes in the company industry, its business, results of operations, financial condition and cash flows would be adversely affected.
  • Changing regulations in India could lead to new compliance requirements that are uncertain and may adversely impact its business, results of operations or financial condition.
  • The Company and its Subsidiaries have previously failed to comply with the Legal Metrology (Packaged Commodities) Rules, 2011 and the company may be subject to fines or penalties, which could adversely affect its reputation, business, financial condition and results of operations.
  • The Unaudited Pro Forma Consolidated Financial Information is presented for illustrative purposes only and may not be indicative of its future performance.
  • Delays or defaults by its brand relationships, vendors or manufacturers could affect its cash flows and may adversely affect the company's business and results of operations.
  • Its technology infrastructure is susceptible to disruptions, failures, security breaches and cyberattacks. Any such events could potentially result in damage to its business and reputation and adversely affect the company's business, results of operations, financial condition and cash flows.
  • The company is exposed to the risks associated with reliance upon the services of third-party data center hosting facilities and other third-party providers for its business and operations.
  • If the company is unable to identify customer demand accurately and maintain an optimal level of inventory, its business, results of operations and financial condition may be adversely affected.
  • Its may be subject to liabilities and costs related to providing preschool education to children, which may harm its business, or damage the company reputation and brand.
  • Its business, results of operations and financial condition may be adversely affected if operations at the manufacturing facilities of its contract manufacturers or raw material suppliers are disrupted.
  • The company may be subject to costs and liabilities related to stringent health and safety standards. Contamination of its products and any similar incidents in the future could have an adverse impact on its reputation, business, results of operations and financial condition. In addition, failure by its brand relationships or manufacturers to comply with product safety and other related laws may subject it to liability, harm its business, results of operations, financial condition, and cash flows, and damage its reputation and brand.
  • The company has a large number of Subsidiaries and step-down Subsidiaries and may have limited control over the operations of these entities.
  • With respect to certain of its entities which are consolidated, the company Restated Consolidated Financial Statements have been prepared based on their unaudited special purpose financial statements.
  • Any failures to maintain quality of customer service, and deal with customer complaints in a timely manner could adversely affect its business and results of operations.
  • Its ability to raise foreign capital and the ability of foreign investors to acquire Equity Shares in the Company may be constrained by Indian law, which may adversely affect its business and the trading price of the company Equity Shares.
  • There have been certain instances of delays in payment of statutory dues by the Company. Any further delays in payment of statutory dues may attract financial penalties and may adversely affect its business, financial condition and results of operations.
  • Complaints by third parties may adversely affect its reputation and business.
  • The seasonality of its business affects the company quarterly results of operations and places an increased strain on its operations.
  • Health epidemics, such as the COVID-19 pandemic, have had, and could in the future have, an adverse effect on its business and results of operations, and the markets in which the company and its customers, brand relationships, manufacturers and advertisers are present in.
  • The company may be accused of infringing or misappropriating intellectual property rights or confidential know how of third parties.
  • If the company is subject to any fraud, theft, or embezzlement by its employees, contractors or dealers, it could adversely affect the company reputation, results of operations and financial condition.
  • Its online marketing listings or reviews may constitute internet advertisement, which subjects it to laws, rules and regulations applicable to advertising. The costs associated with complying with these laws, rules and regulations, including any penalties or fines, could have an adverse effect on its business, results of operations, financial condition and cash flows.
  • The company does not have full control over the quality of the products and brands sold on its multi-channel retailing platform, and may be subject to legal liabilities and reputational harm as a result of product defects, poor quality control or authenticity issues.
  • Failures to deal effectively with fraudulent activities on its mobile app or website would increase the company fraud losses and harm its business and could severely diminish vendor and customer confidence in and use of the company services.
  • The company is subject to payment-related risks, including risks associated with cash on delivery, logistics costs incurred by its on sales returns, and payment processing risks.
  • High volumes of merchandise returns or interruptions in its shipping operations could negatively impact the company's business and results of operations.
  • The company does not have insurance policies to cover all possible events, including certain key insurance policies, and its current insurance policies may be insufficient to cover all future costs and losses the incurrence or magnitude of which are unforeseen or unpredictable and could result in an adverse effect on its business and results of operations.
  • The company has contingent liabilities and its financial condition could be adversely affected if any of these contingent liabilities materialize.
  • The auditor's report on its financial statements contains certain remarks.
  • Certain sections of this Red Herring Prospectus contain information from the RedSeer Report which has been prepared exclusively for the Offer and exclusively commissioned and paid for by it. There can be no assurance that such report is complete, and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
  • Certain of its Directors, Key Managerial Personnel and Senior Management are interested in it in addition to their normal remuneration or benefits and reimbursement of expenses incurred.

The Issue type of Brainbees Solutions Ltd is Book Building.

The minimum application for shares of Brainbees Solutions Ltd is 32.

The total shares issue of Brainbees Solutions Ltd is 90187690.

Initial public offering of 90,194,432^ equity shares of face value of Rs. 2 each (the "Equity Shares") of Brainbees Solutions Limited ("Company" or "Issuer") for cash at a price of Rs. 465.00 per equity share (the "Offer Price") aggregating to Rs. 4193.73 crores^ (the "Offer") comprising a fresh issue of 35,834,699^ equity shares of face value Rs. 2 each aggregating to Rs. 1666.00 crores^ (the "Fresh Issue") and an offer for sale of 54,359,733 equity shares of face value Rs. 2 each aggregating to Rs. 2527.73 crores (the "Offer for Sale"), comprising an offer for sale of 46,814,458 equity shares of face value Rs. 2 each aggregating to Rs. 2176.87 crores by corporate selling shareholders (as defined hereinafter) and 7,545,275 equity shares of face value Rs. 2 each aggregating to Rs. 350.86 crores by individual selling shareholders (as defined hereinafter) (together, the "Selling Shareholders", and such equity shares, the "Offered Shares"). The offer includes a reservation of 71,258 equity shares of face value of Rs. 2 each, aggregating to Rs. 3.00 crores^ (constituting 0.01 % of the post-offer paid-up equity share capital, for subscription by eligible employees ("Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer shall constitute 17.37 % and 17.36 % of the post-offer paid-up equity share capital of the company. ^A discount of Rs. 44 per equity share was offered to eligible employees bidding in the employee reservation portion.