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Brainbees Solutions Limited — AGM Information 2025
Sep 19, 2025
59158_rns_2025-09-19_36088cc0-c78e-4424-821a-a598ab91605d.pdf
AGM Information
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FC/SE/2025-26/48
September 19, 2025
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: Intimation under Regulations 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
In compliance with Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), we hereby inform that the 15[th] Annual General Meeting (“ AGM ”) of the Company was held today i.e. Friday, September 19, 2025, through Video Conference (“ VC ”) / Other AudioVisual Means (“ OAVM ”) to transact the businesses specified in the Notice of the AGM.
The AGM commenced at 04:00 p.m. (IST) and concluded at 05:32 p.m. (IST) (including the time allowed for e-voting at the AGM).
In this regard, please find enclosed herewith the following:
-
I. Summary of the proceedings of the AGM, pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Listing Regulations- Annexure-I;
-
II. Voting results on the businesses transacted at the AGM, pursuant to Regulation 44(3) of the Listing Regulations- Annexure-II; and
-
III. Scrutinizer’s Report dated September 19, 2025, on remote e-voting before the AGM and e-voting at the AGM, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to timeAnnexure-III.
This intimation shall also be available on the website of the Company at www.firstcry.com.
We request you to take the same on record.
Thanking You,
Yours faithfully,
For Brainbees Solutions Limited
Digitally signed by Neha Virendra Neha Virendra Surana Surana Date: 2025.09.19 21:35:15 +05'30'
Neha Surana Company Secretary & Compliance Officer ICSI Membership No.: A35205
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 :[email protected] Website : www.firstcry.com
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Annexure- I
Summary of the proceedings of the 15[th] Annual General Meeting
- The 15[th] Annual General Meeting (“ AGM”/ “Meeting ”) of the members of the Company was held today at 04:00 P.M. IST and concluded at 05:32 P.M. IST. The Meeting was held through Video Conferencing/Other Audio-Visual Means (“ VC/OAVM ”) in compliance with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India in this regard, to transact the businesses specified in the Notice of the AGM.
2. Directors Present:
Following Directors were present at the Meeting through VC/OAVM:
-
1) Mr. Supam Maheshwari, Managing Director, Chief Executive Officer and Chairperson of Corporate Social Responsibility Committee and Risk Management Committee of the Company;
-
2) Mr. Gopalakrishnan Jagadeeswaran, Independent Director and Chairperson of Audit Committee of the Company; and
-
3) Ms. Sujata Bogawat, Independent Director and Chairperson of Stakeholders Relationship Committee of the Company.
3. Chairperson of the Meeting:
With the permission of the Board, Mr. Supam Maheshwari, was elected as the Chairperson of the Meeting to conduct the proceedings of the Meeting.
4. Company’s Management Team:
Following executives were present from Company’s Management Team:
-
a) Mr. Gautam Sharma – Group Chief Financial Officer; and
-
b) Ms. Neha Surana – Company Secretary & Compliance Officer.
5. Other Invitees:
The representatives of the Statutory Auditors and Secretarial Auditors and Scrutinizer were also present at the Meeting.
6. Number of members present at the Meeting:
79 Members attended the Meeting through VC/OAVM.
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 :[email protected] Website : www.firstcry.com
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7. Quorum:
As the requisite quorum was present, the Company Secretary & Compliance Officer and Chairperson called the meeting to order and welcomed the members, Directors and the invitees to the AGM of the Company.
8. Instructions to members:
Ms. Neha Surana, Company Secretary and Compliance Officer, informed the members that this AGM is being held through Video Conferencing mode in compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. Accordingly, physical attendance of shareholders has been dispensed with, and the requirement of appointing proxies is not applicable.
She also informed that in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided the facility to its members to exercise their right to vote through remote e-voting as well as e- voting during the meeting and all efforts have been made by the Company to enable members to participate and vote on the items being considered in the meeting.
As per Section 108 of the Companies Act, 2013 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided remote e-voting facility to its members from Monday, September 15, 2025, from 9:00 A.M. (IST) till Thursday, September 18, 2025 up to 5:00 P.M. (IST).
Further, the Members attended this meeting and who had not cast their vote during the remote e-voting period were informed about the availability of the facility to vote during the meeting.
She then informed that the results of the remote e-voting and e-voting during the AGM, together with the Report of the Scrutinizer thereon will be disclosed to the Stock Exchanges and will be available on the website of the Company & National Securities Depository Limited not later than 3 days of the conclusion of the AGM.
She further informed that the Register of Directors and Key Managerial Personnel and their shareholding, Register of contracts with related party and contracts and Bodies etc. in which directors are interested and the Certificates received from Secretarial Auditors of the Company certifying that the Company’s employee stock option plans have been implemented to the extent applicable in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available for inspection electronically during the AGM.
As the Notice convening the AGM along with the Annual Report for the financial year 2024-25 were circulated to the members of the Company, same was taken as read.
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 :[email protected] Website : www.firstcry.com
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She further informed the members that as the Statutory Auditor’s Report and the Secretarial Audit Report do not contain any qualifications, observations or adverse remarks, these were also taken as read.
9. Chairman’s Speech:
The Chairman welcomed all the members to the meeting. He shared some thoughts on the industry and size of the opportunity that each of the business segments operate in. He further shared his insights on consolidated business and segment wise performance during the financial year ended March 31, 2025.
10. Resolutions:
Following businesses, as set out in the Notice of the AGM, were considered at the AGM:
| Item No. |
Resolution Type |
Resolutions | Manner of Voting |
|---|---|---|---|
| 1 | Ordinary | To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon. |
E-Voting |
| 2 | Ordinary | To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 and the report of the Auditors thereon. |
E-Voting |
| 3 | Ordinary | To re-appoint Mr. Sanket Hattimattur (DIN: 09593712), as a director, who retires by rotation and being eligible, offers himself for re- appointment. |
E-Voting |
| 4 | Ordinary | Approval for change in designation of Mr. Sanket Hattimattur (DIN: 09593712) from Executive Director to Non-Executive Director of the Company. |
E-Voting |
| 5 | Ordinary | Appointment of M/s. Samdani Shah and Kabra, Practicing Company Secretaries, as Secretarial Auditors of the Company. |
E-Voting |
| 6 | Special | Approval for the payment of remuneration to Mr. Supam Maheshwari, Managing Director and Chief Executive Officer of the Company, for the period from April 01,2026 to March 31,2029. |
E-Voting |
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 :[email protected] Website : www.firstcry.com
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11. Q&A Session:
The Company Secretary and Compliance Officer requested the members to put forth their questions or suggestions or observations and seek clarification, if any.
All the questions or suggestions or observations received from the members were appropriately addressed by the management team of the Company led by the Managing Director & Chief Executive Officer and Group Chief Financial officer.
12. Conclusion:
The Company Secretary and Compliance Officer thanked all the shareholders, directors and invitees for attending the AGM and further informed the members that the e-voting will be available for the next 15 minutes and concluded the meeting.
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 :[email protected] Website : www.firstcry.com
Annexure II
General information about company
| General information about company | General information about company |
|---|---|
| Scrip code | 544226 |
| NSE Symbol | FIRSTCRY |
| MSEI Symbol | NOTLISTED |
| ISIN | INE02RE01045 |
| Name of the company | Brainbees Solutions Limited |
| Type of meeting | AGM |
| Date of the meeting / last day of receipt of postal ballot forms (in case of Postal Ballot) | 19-09-2025 |
| Start time of the meeting | 04:00 PM |
| End time of the meeting | 05:32 PM |
| Scrutinizer Details | |
|---|---|
| Name of the Scrutinizer | S. Samdani |
| Firms Name | Samdani Shah and Kabra |
| Qualification | CS |
| Membership Number | F3677 |
| Date of Board Meeting in which appointed | 13-08-2025 |
| Date of Issuance of Report to the company | 19-09-2025 |
| Voting results | |
|---|---|
| Record date | 12-09-2025 |
| Total number of shareholders on record date | 140246 |
| No. of shareholders present in the meeting either in person or through proxy | |
| a) Promoters and Promoter group | 0 |
| b) Public | 0 |
| No. of shareholders attended the meeting through video conferencing | |
| a) Promoters and Promoter group | 0 |
| b) Public | 79 |
| No. of resolution passed in the meeting | 6 |
| Disclosure of notes on voting results |
| Resolution(1) | Resolution(1) | Resolution(1) | Resolution(1) | Resolution(1) | ||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)= [(4)/(2)]*100 |
(7)= [(5)/(2)]*100 |
||
| Pt d | E-Voting | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| romoer an Promoter Group |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| E-Voting | 136355654 | 122363151 | 89.7382 | 122363151 | 0 | 100 | 0 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 136355654 | 122363151 | 89.7382 | 122363151 | 0 | 100 | 0 | |
| E-Voting | 385554252 | 122632203 | 31.8067 | 122630579 | 1624 | 99.9987 | 0.0013 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Non Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 385554252 | 122632203 | 31.8067 | 122630579 | 1624 | 99.9987 | 0.0013 | |
| Total | 521909906 | 244995354 | 46.9421 | 244993730 | 1624 | 99.9993 | 0.0007 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution |
| Details of Invalid Votes | |
|---|---|
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions | 19000594 |
| Resolution(2) | Resolution(2) | Resolution(2) | Resolution(2) | Resolution(2) | ||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 and the report of the Auditors thereon. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)= [(2)/(1)]*100 |
(4) | (5) | (6)= [(4)/(2)]*100 |
(7)= [(5)/(2)]*100 |
||
| Pt d | E-Voting | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| romoer an Promoter Group |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| E-Voting | 136355654 | 122363151 | 89.7382 | 122363151 | 0 | 100 | 0 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 136355654 | 122363151 | 89.7382 | 122363151 | 0 | 100 | 0 | |
| E-Voting | 385554252 | 122632203 | 31.8067 | 122630649 | 1554 | 99.9987 | 0.0013 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Non Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 385554252 | 122632203 | 31.8067 | 122630649 | 1554 | 99.9987 | 0.0013 | |
| Total | 521909906 | 244995354 | 46.9421 | 244993800 | 1554 | 99.9994 | 0.0006 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution |
| Details of Invalid Votes | |
|---|---|
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions | 19000594 |
| Resolution(3) | Resolution(3) | Resolution(3) | Resolution(3) | Resolution(3) | ||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of | resolution considered | To re-appoint Mr. Sanket Hattimattur (DIN: 09593712), as a director, who retires by rotation and being eligible, offers himself for re-appointment |
||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)= [(2)/(1)]*100 |
(4) | (5) | (6)= [(4)/(2)]*100 |
(7)= [(5)/(2)]*100 |
||
| Pt d | E-Voting | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| romoer an Promoter Group |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| E-Voting | 136355654 | 122363151 | 89.7382 | 121926391 | 436760 | 99.6431 | 0.3569 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 136355654 | 122363151 | 89.7382 | 121926391 | 436760 | 99.6431 | 0.3569 | |
| E-Voting | 385554252 | 122632203 | 31.8067 | 122622309 | 9894 | 99.9919 | 0.0081 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Non Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 385554252 | 122632203 | 31.8067 | 122622309 | 9894 | 99.9919 | 0.0081 | |
| Total | 521909906 | 244995354 | 46.9421 | 244548700 | 446654 | 99.8177 | 0.1823 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution |
| Details of Invalid Votes | |
|---|---|
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions | 19000594 |
| Resolution(4) | Resolution(4) | Resolution(4) | Resolution(4) | Resolution(4) | ||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of | resolution considered | Approval for change in designation of Mr. Sanket Hattimattur (DIN: 09593712) from Executive Director to Non-Executive Director of the Company. |
||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)= [(2)/(1)]*100 |
(4) | (5) | (6)= [(4)/(2)]*100 |
(7)= [(5)/(2)]*100 |
||
| Pt d | E-Voting | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| romoer an Promoter Group |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| E-Voting | 136355654 | 122363151 | 89.7382 | 122363151 | 0 | 100 | 0 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 136355654 | 122363151 | 89.7382 | 122363151 | 0 | 100 | 0 | |
| E-Voting | 385554252 | 122632071 | 31.8067 | 122572182 | 59889 | 99.9512 | 0.0488 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Non Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 385554252 | 122632071 | 31.8067 | 122572182 | 59889 | 99.9512 | 0.0488 | |
| Total | 521909906 | 244995222 | 46.9421 | 244935333 | 59889 | 99.9756 | 0.0244 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution |
| Details of Invalid Votes | |
|---|---|
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions | 19000594 |
| Resolution(5) | Resolution(5) | Resolution(5) | Resolution(5) | Resolution(5) | ||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of | resolution considered | Appointment of M/s. Samdani Shah and Kabra, Practicing Company Secretaries, as Secretarial Auditors of the Company |
||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)= [(2)/(1)]*100 |
(4) | (5) | (6)= [(4)/(2)]*100 |
(7)= [(5)/(2)]*100 |
||
| Pt d | E-Voting | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| romoer an Promoter Group |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| E-Voting | 136355654 | 122363151 | 89.7382 | 118532858 | 3830293 | 96.8697 | 3.1303 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 136355654 | 122363151 | 89.7382 | 118532858 | 3830293 | 96.8697 | 3.1303 | |
| E-Voting | 385554252 | 122632203 | 31.8067 | 122630337 | 1866 | 99.9985 | 0.0015 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Non Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 385554252 | 122632203 | 31.8067 | 122630337 | 1866 | 99.9985 | 0.0015 | |
| Total | 521909906 | 244995354 | 46.9421 | 241163195 | 3832159 | 98.4358 | 1.5642 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution |
| Details of Invalid Votes | |
|---|---|
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions | 19000594 |
| Resolution(6) | Resolution(6) | Resolution(6) | Resolution(6) | Resolution(6) | ||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Approval for the payment of remuneration to Mr. Supam Maheshwari, Managing Director and Chief Executive Officer of the Company, for the period from April 01, 2026 to March 31, 2029. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)= [(2)/(1)]*100 |
(4) | (5) | (6)= [(4)/(2)]*100 |
(7)= [(5)/(2)]*100 |
||
| Promoter | E-Voting | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| and Promoter Group |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| E-Voting | 136355654 | 112776477 | 82.7076 | 108756265 | 4020212 | 96.4352 | 3.5648 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 136355654 | 112776477 | 82.7076 | 108756265 | 4020212 | 96.4352 | 3.5648 | |
| E-Voting | 385554252 | 95563187 | 24.7859 | 95502664 | 60523 | 99.9367 | 0.0633 | |
| Poll | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Public- Non Institutions |
Postal Ballot (if applicable) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 385554252 | 95563187 | 24.7859 | 95502664 | 60523 | 99.9367 | 0.0633 | |
| Total | 521909906 | 208339664 | 39.9187 | 204258929 | 4080735 | 98.0413 | 1.9587 | |
| Whether resolution is | Pass or Not. | Yes | ||||||
| Disclosure of notes o | n resolution |
| Details of Invalid Votes | |
|---|---|
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions | 19000594 |
Annexure III
Samdani Shah and Kabra Company Secretaries
Scrutinizer's Report
[Pursuant to Sections 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and as per MCA General Circular (GC) No. 14/2020 dated 08.04.2020, GC No. 17/2020 dated 13.04.2020, GC NO. 20/2020 dated 05.05.2020, resting with GC No. 09/2024 dated 19.09.2024. ([1] 'MCA Circulars")J
The Chairman,
15[th ] Annual General Meeting of the Members of
Brainbees Solutions Limited
held on Friday, September 19, 2025, at 04:00 P.M. 1ST, through Video Conferencing / Other Audio-Visual Means ("VC / OAVM").
Dear Sir,
1, S. Samdani, Partner, Samdani Shah and Kabra, Company Secretaries, have been appointed as a Scrutinizer by the Board of Directors of Brainbees Solutions Limited {"Company"), for scrutinizing the e-votihg process conducted for transacting the business as mentioned in the Notice dated August 13, 2025, convening 15[th ] Annual General Meeting ("AGM") of the Members of the Company, which was held on Friday, September 19, 2025, at 04:00 P.M. 1ST, through VC / OAVM.
The Management of the Company is responsible to ensure the compliance with the requirements of the relevant provisions of (i) The Companies Act, 2013 and Rules made thereunder, read with MCA circulars; (ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with circulars issued thereunder and (iii) Secretarial Standard - 2 on General Meetings, issued by the lnstitute of Company Secretaries of India, if any, relating to remete e-voting prior to the date of AGM and during the AGM.
My responsibility as a Scrutinizer is restricted to give a Report on the votes cast by the Members of the Company.
1 submit my report as under:
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The Company had availed the e-voting facility offered by the National Securities Depository Limited {"NSDL") for providing remote e-voting facility to the Members of the Company prior to AGM, as well as du ring the AGM.
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Prior to the date of AGM, the remote e-voting facility remained open for four days from Monday, September 15, 2025, at 9:00 A.M. 1ST to Thursday, September 18, 2025, at 5:00 P.M. 1ST, both days inclusive and was disabled for voting thereafter.
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Further, the Company had also provided remote e-voting facility to the members who attended the AGM through VC / OAVM and had not voted on resolutions through remote e-voting prior to the date of AGM, to cast their votes during the AGM.
SRBSL19092025
702, Ocean, Sarabhai Compound, Near Centre Square Mali, Dr. Vikram Sarabhai Road, Vadodara-390023. Ph: +91 265 2988933-2311933, 9723462962.E-mail:[email protected]
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Samdani Shah and Kabra Company Secretaries
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After the completion of the e-voting process at the AGM, the votes cast through remote e-voting prior to the date of AGM, as well as during the AGM, were unblocked and downloaded from the e-voting website of NSDL (www.evoting.nsdl.com) on September 19, 2025, at around 5:35 P.M. 1ST, in the presence of two witnesses - Janki Patel and Astha Bhavsar, who are not in employment of the Company.
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S. 1 have scrutinized and reviewed the votes cast by the members through remote e- voting prior to the date of AGM, as well as during the AGM, based on the data downloaded from the NSDL website.
The results of the remote e-voting prior to the date of AGM and du ring the AGM is as under:
Resolution / Business No. lA:
Adoption of the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon: (Ordinary Resolution)
| Voting | No. of Members | No. of votes cast | %of tatai number of | |
|---|---|---|---|---|
| Description | valid votes cast | |||
| Voted inFavour | 426 | 24,49,93,730 | 100.00 | |
| VotedAgainst | 22 | 1,624 | 0.00 | |
| Total | 448 | 24,49,95,354 | 100.00 | |
| lnvalidVotes | 1 | 1,90,00,594 | - |
Resolution / Business No. 1B:
Adoption of the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 and the report of the Auditors thereon: (Ordinary Resolution)
| Voting | No. of Members | No. of votes cast | %of tatai number of | |
|---|---|---|---|---|
| Description | valid votes cast | |||
| Voted inFavour | 427 | 24,49,93,800 | 100.00 | |
| VotedAgainst | 21 | 1,554 | 0.00 | |
| Total | 448 | 24,49,95,354 | 100.00 | |
| lnvalidVotes | 1 | 1,90,00,594 | - |
702, Ocean, Sarabhai Compound, Near Centre Square Mali, Dr. Vikram Sarabhai Road, Vadodara-390023. Ph: +91 265 2988933-2311933, 9723462962. E-mail: [email protected]
SRBSL19092025
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Samdani Shah and Kabra Company Secretaries
Resolution / Business No. 2:
Re-appointment of Mr. Sanket Hattimattur (DIN: 09593712), as a director, who retires by rotation and being eligible, offers himself for re-appointment: (Ordinary Resolution)
| Voting | No. of Members | No. of votes cast | %of tatai number of | |
|---|---|---|---|---|
| Description | valid votes cast | |||
| Voted in Favour | 405 | 24,45,48, 700 | 99.82 | |
| Voted Against | 43 | 4,46,654 | 0.18 | |
| Total | 448 | 24,49,95,354 | 100.00 | |
| lnvalidVotes | 1 | 1,90,00,594 | - |
Resolution / Business No. 3:
Approval for change in designation of Mr. Sanket Hattimattur (DIN: 09593712) from Executive Director to Non-Executive Director of the Company: (Ordinary Resolution)
| Voting | No. of Members | No. of votes cast | %of tatai number of | |
|---|---|---|---|---|
| Description | valid votes cast | |||
| Voted inFavour | 413 | 24,49,35,333 | 99.98 | |
| VotedAgainst | 34 | 59,889 | 0.02 | |
| Total | 447 | 24,49,95,222 | 100.00 | |
| lnvalidVotes | 1 | 1,90,00,594 | - |
Resolution / Business No. 4:
Appointment of M/s. Samdani Shah and Kabra, Practicing Company Secretaries, as Secretarial Auditors of the Company: (Ordinary Resolution)
| Voting | No. of Members | No. of votes cast | % of tatai number of | |
|---|---|---|---|---|
| Description | valid votes cast | |||
| Voted inFavour | 393 | 24,11,63,195 | 98.44 | |
| VotedAgainst | SS | 38,32,159 | 1.56 | |
| Total | 448 | 24,49,95,354 | 100.00 | |
| lnvalidVotes | 1 | 1,90,00,594 | - |
SRBSL19092025
702, Ocean, Sarabhai Compound, Near Centre Square Mali, Dr. Vikram Sarabhai Road, Vadodara-390023. Ph: +91265 2988933-2311933, 9723462962.E-mail:[email protected]
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Samdani Shah and Kabra Company Secretaries
Resolution / Business No. S:
Approval for the payment of remuneration to Mr. Supam Maheshwari, Managing Director and Chief Executive Officer of the Company, tor the period from April 01, 2026 to March 31, 2029: (Special Resolution)
| Voting | No. of Members | No. of votes cast | %of total number of | |
|---|---|---|---|---|
| Description | valid votes cast | |||
| Voted inFavour | 353 | 20,42,58,929 | 98.04 | |
| VotedAgainst | 74 | 40,80,735 | 1.96 | |
| Total | 427 | 20,83,39,664 | 100.00 | |
| lnvalidVotes | 1 | 1,90,00,594 | - |
Notes:
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AII the figures shown in percentage have been rounded off to 2 (two) decimal points.
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Register(s) and all other records relating to remote e-voting as conducted tor AGM are under my safe custody and will be handed over to the Chairman / Company Secretary / Person duly authorized by the Board tor preserving records safely after the Chairman signs the minutes.
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AII the resolutions are passed with requisite majority.
Thanking you, Yours Faithfully,
Samdani Shah and Kabra Company Secretaries CP No. 2863
Counter Signed By Company Secretary Brainbees Solutions Limited
ICSI Peer Review No.1079/2021 ICSI Unique Code: P2008GJ016300 ICSI UDIN: F003677G001292272
Place: Vadodara I Date: September 19, 2025
SRBSL19092025
702, Ocean, Sarabhai Compound, Near Centre Square Mali, Dr. Vikram Sarabhai Road, Vadodara-390023. Ph: +91 265 2988933-2311933, 9723462962.E-mail:[email protected]
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