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Brainbees Solutions Limited — Board/Management Information 2025
Dec 26, 2025
59158_rns_2025-12-26_d55e13ac-d49f-4814-85f8-5cab4bc405ff.pdf
Board/Management Information
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FC/SE/2025-26/74
December 26, 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
Dear Sir/Ma’am,
Subject: Outcome of Board Meeting held on December 26, 2025 - Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
We wish to inform you that the Board of Directors (‘ Board ’) of Brainbees Solutions Limited (‘ Company ’) at its meeting held today, i.e. December 26, 2025, has inter-alia , transacted the following businesses:
1. Acquisition of additional shares by the Company in Swara Baby Products Private Limited (“Swara Baby”), Subsidiary of the Company, in consideration of shares of Solis Hygiene Private Limited (“Solis Hygiene”), Subsidiary of the Company
As a part of intra-group restructuring and pursuant to the Share Subscription Agreement dated December 26, 2025 and Share Purchase Agreement dated December 26, 2025, we hereby inform that pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company has inter-alia approved the acquisition of additional 56,26,738 Equity Shares in Swara Baby in consideration of 52,890 Series A1 Equity Shares held by the Company in Solis Hygiene.
As Swara Baby will be acquiring 100% stake in Solis Hygiene from the existing shareholders of Solis Hygiene including the Company in consideration of issuance of Equity Shares of Swara Baby, the shareholding of the Company in Swara Baby will be increased from 75.92% to 76.59%. Solis Hygiene will become step-down subsidiary of the Company and consequently, the indirect control of the Company in Solis Hygiene will be 76.59%.
The details as required under SEBI Master Circular dated November 11, 2024, bearing reference No. SEBI/HO/CFD/PoD2/CIR/P/0155 are provided in Annexure-1 , Annexure-2 and Annexure-3 .
2. Change in Company Secretary & Compliance Officer
- A. Ms. Neha Surana, Company Secretary and Compliance Officer (ICSI Membership No. A35205), vide letter dated December 26, 2025, has tendered her resignation from the position of Company Secretary & Compliance Officer and Key Managerial Personnel (KMP) of the Company with effect from closure of business hours of December 26, 2025, due to personal reasons. However, she will continue to be in the employment of the Company as a part of Secretarial Team.
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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- B. Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company has approved the appointment of Mr. Mandar Joshi (ICSI Membership No. A40533) as Company Secretary & Compliance Officer and Key Managerial Personnel (KMP) of the Company with effect from December 27, 2025.
The details as required under SEBI Master Circular dated November 11, 2024, bearing reference No. SEBI/HO/CFD/PoD2/CIR/P/0155 are provided in Annexure-4 and Annexure-5 , respectively.
The Meeting of the Board of Directors of the Company commenced at 03:30 p.m. (IST) and concluded at 03:51 p.m. (IST)
- This intimation is also being uploaded on the Company’s website at https://www.firstcry.com/investor relations/.
Kindly take the above on your record and acknowledge receipt of the same.
Thanking you,
For Brainbees Solutions Limited
Digitally signed GAUTAM by GAUTAM SHARMA SHARMA Date: 2025.12.26 22:35:45 +05'30'
Gautam Sharma Group Chief Financial Officer
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 - 1
Agreement to sale of stake in Solis Hygiene
| Sr. No. | Particulars | Details of event |
|---|---|---|
| 1. | The amount and percentage of turnover or revenue or income and net worth contributed by such unit or division or undertaking or subsidiary or associate company of the listed entityduringthe last financialyear |
Solis Hygiene Private Limited(“Solis Hygiene”)has contributed Turnover of Rs. 240.7 Crore and Net Worth of Rs. 84.8 Crore amounting to 3% and 2% of the Consolidated Turnover and Net Worth, respectively of the Company, during the financial year 2024-25. |
| 2. | Date on which the agreement for sale has been entered into |
December 26, 2025 |
| 3. | Expected date of completion of sale/disposal |
On or before December 31, 2025 |
| 4. | Consideration received from such sale/disposal |
The consideration of sale of 52,890 Series A1 Equity Shares held in Solis Hygiene shall be 56,26,738 Equity Shares of Swara Baby Products Private Limited (“Swara Baby”) |
| 5. | Brief details of buyers and whether any of the buyers belong to the promoter/promoter group/group companies. Ifyes,details thereof |
Yes, the buyer of shares shall be subsidiary of the Company i.e. Swara Baby |
| 6. | Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length” |
Yes. The transaction would fall within related party transactions and shall be done at arm’s length |
| 7. | Whether the sale, lease or disposal of the undertaking is outside Scheme of Arrangement? If yes, details of the same including compliance with regulation 37A of SEBI Listing Regulations |
Yes. The sale of the shares of Solis Hygiene is outside the Scheme of Arrangement. However, the compliance under Regulation 37A of the SEBI Listing Regulations are not applicable |
| 8. | In case of a slump sale, indicative disclosures provided for amalgamation/merger, shall be disclosed by the listed entity with respect to such slumpsale |
Not applicable |
| 9. | Details and reasons for restructuring | In order to bring the complete Hygiene vertical under a single roof, the restructuring is being done. Pursuant to the said restructuring, Swara Baby will be acquiring100% stake in Solis Hygiene |
| 10. | Quantitative and/ or qualitative effect of restructuring |
Solis Hygiene will become wholly-owned subsidiary of Swara Baby and accordingly, consolidation of accounts will be done at Swara Baby’s level |
| 11. | Details of benefit, if any, to the promoter/ promoter group/group companies from such proposed restructuring |
The restructuring will benefit Swara Baby’s financial reporting on a consolidated level, which will showcase the actual performance of the Hygiene vertical. Further,the shareholdingof the Company |
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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| Sr. No. | Particulars | Details of event |
|---|---|---|
| in Swara Baby will be increased from 75.92% to 76.59% and Swara Baby will hold 100% stake in Solis Hygiene. Solis Hygiene will become step-down subsidiary of the Company and consequently, the indirect control of the Company in Solis Hygiene will be 76.59%. |
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| 12. | Brief details of change in shareholding pattern (if any) of all entities |
The change in shareholding pattern shall be as under: a) As Swara Baby will be acquiring 100% stake in Solis Hygiene from the existing shareholders of Solis Hygiene including the Company in consideration of issuance of Equity Shares of Swara Baby, the shareholding of the Company in Swara Baby will be increased from 75.92% to 76.59%. b) The existing stake of the Company in Solis Hygiene, i.e. 79.34% will be entirely transferred to Swara Baby and Solis Hygiene will become step-down subsidiary of the Company and consequently, the indirect control of the Companyin Solis Hygiene will be 76.59%. |
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 - 2
Agreement to acquire additional shares in Swara Baby
| Sr. No. | Particulars | Details of event |
|---|---|---|
| 1. | Name of the target entity, details in brief such as size, turnover etc.; |
Swara Baby Products Private Limited, (“Swara Baby”) incorporated in India on November 23, 2016, is engaged in the business of manufacturing and trading of baby diapers and other hygiene related products. History of last 3 years’ turnover: 2024-25:INR 545.14 Crore 2023-24:INR 686.50 Crore 2022-23:INR 537.29 Crore Latest Financial Parameters: 2024-25: Turnover:INR 545.14 Crore Net worth:INR 291.96 Crore |
| 2. | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”; |
Yes, the same will be at arm’s length. Swara Baby shall continue to remain as Subsidiary of the Company and the group companies have no interest in Swara Baby except to the extent of their shareholding and common directorship. |
| 3. | Industry to which the entity being acquired belongs; |
Manufacturing and trading of hygiene products |
| 4. | Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); |
Acquisition of additional shares in Swara Baby, by the Company will be pursuant to the Share Subscription Agreement dated December 26, 2025 and Share Purchase Agreement dated December 26, 2025 (“Agreement”). The Company has agreed to acquire additional 56,26,738 Equity Shares in Swara Baby in consideration of 52,890 Series A1 Equity Shares held by the Company in Solis Hygiene Private Limited (“Solis Hygiene”). Pursuant to the said Agreement, the shareholding of the Company will be increased from 75.92% to 76.59%. Solis Hygiene will become step-down subsidiary of the Company and consequently, the indirect control of the Company in Solis Hygiene will be 76.59%. |
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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| Sr. No. | Particulars | Details of event |
|---|---|---|
| 5. | Brief details of any governmental or regulatory approvals required for the acquisition; |
Not Applicable |
| 6. | Indicative time period for completion of the acquisition; |
On or before December 31, 2025 |
| 7. | Consideration - whether cash consideration or share swap or any other form and details of the same; |
Acquisition of additional 56,26,738 Equity Shares in Swara Baby in consideration of 52,890 Series A1 Equity Shares held by the Companyin Solis Hygiene. |
| 8. | Cost of acquisition and/or the price at which the shares are acquired; |
Cost of acquisition will be INR 84.40 Crore. |
| 9. | Percentage of shareholding / control acquired and / or number of shares acquired; |
The Company has agreed to acquire additional 56,26,738 Equity Shares in Swara Baby in consideration of 52,890 Series A1 Equity Shares held by the Company in Solis Hygiene and therefore, the shareholding of the Company in Swara Baby will be increased from 75.92% to 76.59% |
| 10. | Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief); |
Provided in Point 1 of this table. |
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 - 3
Agreement to acquire Solis Hygiene by Swara Baby
| Sr. No. | Particulars | Details of event |
|---|---|---|
| 1. | Name of the target entity, details in brief such as size, turnover etc.; |
Solis Hygiene Private Limited, (“Solis Hygiene”) incorporated in India on December 05, 2020, is engaged in the business of manufacturing and trading of diapers and other hygiene related products. History of last 3 years’ turnover: 2024-25:INR 240.73 Crore 2023-24:INR 183.83 Crore 2022-23:INR 73.77 Crore Latest Financial Parameters: 2024-25: Turnover:INR 240.73 Crore Net worth:INR 84.82 Crore |
| 2. | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”; |
Yes, the same will be at arm’s length. The group companies have no interest in Solis Hygiene except to the extent of their shareholding and common directorship. |
| 3. | Industry to which the entity being acquired belongs; |
Manufacturing and trading of hygiene products |
| 4. | Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); |
Pursuant to the Share Subscription Agreement dated December 26, 2025 and Share Purchase Agreement dated December 26, 2025 (“Agreement”), Swara Baby will be allotting 70,92,200 Equity Shares to the existing shareholders of Solis Hygiene in consideration of 66,665 Equity Shares and Series A1 Equity Shares of Solis Hygiene. Pursuant to the said Agreement, Swara Baby will be holding 100% stake in Solis Hygiene. |
| 5. | Brief details of any governmental or regulatory approvals required for the acquisition; |
Not Applicable |
| 6. | Indicative time period for completion of the acquisition; |
On or before December 31, 2025 |
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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| Sr. No. | Particulars | Details of event |
|---|---|---|
| 7. | Consideration - whether cash consideration or share swap or any other form and details of the same; |
Swara Baby will be allotting 70,92,200 Equity Shares to the existing shareholders of Solis Hygiene in consideration of 66,665 Equity Shares and Series A1 Equity Shares of Solis Hygiene. |
| 8. | Cost of acquisition and/or the price at which the shares are acquired; |
Cost of acquisition will be INR 106.38 Crore. |
| 9. | Percentage of shareholding / control acquired and / or number of shares acquired; |
Pursuant to the above said Agreement, Swara Baby has agreed to acquire 100% stake in Solis Hygiene. |
| 10. | Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information(in brief); |
Provided in Point 1 of this table. |
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 - 4
Resignation of Company Secretary & Compliance Officer
| Sr. No. |
Particulars | Particulars | Details of event | |
|---|---|---|---|---|
| 1. | Reason for change viz. ~~appointment,~~ resignation, ~~removal, death or otherwise~~ |
Ms. Neha Surana (ICSI Membership No. A35205) has tendered her resignation from the position of Company Secretary & Compliance Officer and Key Managerial Personnel (KMP) of the Company, due to personal reasons. However, she will continue to be in the employment of the Company as a part of Secretarial Team. |
||
| ~~,~~ | ||||
| 2. | Date of cessation ~~(as alicable)~~ |
~~appointment/~~ ~~& term of~~ |
Closure of business hours of December 26, 2025 | |
| ~~pp~~ ~~appointment~~ |
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| 3. | Brief profile (in case of appointment) |
Not Applicable | ||
| 4. | Disclosure of relationships between Directors (in case of appointment of a director) |
Not Applicable | ||
| 5. | Affirmation as per Exchange Circulars NSE/CML/2018/24 and LIST/COMP/14/2018-19 dated June 20,2018 |
Not Applicable |
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 - 5
Appointment of Company Secretary & Compliance Officer
| Sr. No. |
Particulars | Details of event | |
|---|---|---|---|
| 1. | Reason for change viz. appointment, ~~resignation,~~ ~~removal, death or otherwise~~ |
Mr. Mandar Joshi (ICSI Membership No. A40533) has been appointed as Company Secretary & Compliance Officer and Key Managerial Personnel (KMP) of the Companywith effect from December 27,2025. |
|
| 2. | Date of appointment/ ~~cessation (as applicable)~~& term of appointment |
Date of Appointment: December 26, 2025 Effective from: December 27, 2025 Term: Not applicable |
|
| 3. | Brief profile (in case of appointment) |
Mr. Mandar Joshi brings over 12 years of experience in the field of Company Secretarial assignments, Corporate Law Compliance, Governance and Legal functions, spanning diversified industries such as Pharmaceuticals, Energy/Utilities, Automotive Components and a Manufacturing Conglomorate. He is an Associate member of the Institute of Company Secretaries of India and also holds Bachelors’ Degrees in Commerce and Law from Universityof Pune. |
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| 4. | Disclosure of relationships between Directors (in case of appointment of a director) |
Not Applicable | |
| 5. | Affirmation as per Exchange Circulars NSE/CML/2018/24 and LIST/COMP/14/2018-19 dated June 20,2018 |
Not Applicable |
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
December 26, 2025
The Board of Directors
Brainbees Solutions Limited
Rajashree Business Park, Survey No. 338, Next to Sohrabh Hall, Tadiwala Road, Pune-411001
Subject: Resignation from the post of Company Secretary and Compliance Officer
Dear Sir/ Ma'am,
I hereby tender my resignation from the position of Company Secretary and Compliance Officer of Brainbees Solutions Limited (‘ Company ’) with effect from the end of business hours of December 26, 2025 due to personal reasons. However, I will continue to be in employment of the Company.
I take this opportunity to thank the Board of Directors for their support and guidance during my tenure as Company Secretary and Compliance Officer of the Company.
Thanking you,
Yours Faithfully
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Neha Surana ICSI Mem. No. A35205