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Brainbees Solutions Limited Board/Management Information 2025

Mar 25, 2025

59158_rns_2025-03-25_8817ccb3-ac83-4bae-95b3-5bc2f8f35e17.pdf

Board/Management Information

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FC/SE/2024-25/95 March 25, 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/Madam,

Sub: Outcome of Board meeting held on March 25, 2025 - Intimation under 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., March 25, 2025, inter alia , transacted the following businesses:

1. Appointment of Company Secretary & Compliance Officer

Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company has approved the appointment of Ms. Neha Virendra Surana (Membership No. A35205) as Company Secretary & Compliance Officer and Key Managerial Personnel (KMP) of the Company with immediate effect.

2. Investment in Globalbees Brands Private Limited

Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company has approved the proposal to infuse funds not exceeding Rs. 1,46,00,00,000/- (Rupees One Hundred and Forty Six Crores Only), by way of subscription to Compulsory Convertible Preference Shares of Globalbees Brands Private Limited ( Globalbees ), a subsidiary of the Company, in one or more tranches, during the time period of 12 months.

3. Investment in Firstcry Management DWC LLC

Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company has approved the proposal to infuse funds not exceeding AED 9 Million (approx Rs. 20.98 Crore), by way of acquisition of equity shares of Firstcry Management DWC LLC, UAE ( FC Management* ), wholly owned foreign subsidiary of the Company, in one or more tranches, during the time period of 1 month.

  • Note: AED to INR exchange rate assumed for reporting the proposed investments in FC Management is taken as ₹23.31 per AED.

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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The Meeting of the Board of Directors of the Company commenced at 03:00 p.m. (IST) and concluded at 05:55 p.m. (IST)

The details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are given in Annexure A to this intimation.

This intimation is also being uploaded on the Company’s website at https://www.firstcry.com/investor-relations/ .

Please acknowledge the receipt.

Thanking you,

For Brainbees Solutions Limited

Neha Virendra Digitally signed by Neha Virendra Surana Surana Date: 2025.03.25 19:49:03 +05'30'

Neha Surana Company Secretary and Compliance Officer Mem. 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 A

Appointment of Company Secretary & Compliance Officer

Sr. No. Particulars Details of event
1. Reason for change viz. appointment,
~~resignation, removal, death or otherwise~~		 Ms. Neha Virendra Surana (Membership
No.- A35205) has been appointed as
Company Secretary & Compliance Officer
and Key Managerial Personnel (KMP) of
the Companywith immediate effect.
~~g, ,~~
2. Date of appointment/~~cessation~~
~~(as applicable)~~& term of appointment		 Appointed with effect from March 25,
2025
Term: Not applicable
3. Brief profile (in case of appointment) Ms. Neha Surana has more than 12 years
of experience in the field of Corporate
Law
Compliance
&
Secretarial
Procedures. She has completed her
Bachelor of Laws from Mumbai University
& is an Associate member of the Institute
of Company Secretaries of India.
She is associated with Firstcry Group
since March,2020.
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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Investment in Globalbees Brands Private Limited (“Globalbees”) & Firstcry Management DWC LLC (“FC Management”)

Sr. No. Particulars Details of event Details of event
1. Name of the target entity,
details in brief such as size,
turnover etc.;		 Globalbees,
an
existing
subsidiary of the Company, has
been incorporated in India on
May 03, 2021. Globalbees deals
in various consumer segments
including beauty, home care,
personal care, nutrition and
wellness,
fashion
jewellery,
eyewear, health and fitness,
sports,
home
and
kitchen
appliances, etc.
History
of
last
3
years’
turnover:
(Consolidated)
2023-24:INR 1209.35 Crore
2022-23:INR 897.18 Crore
2021-22:INR 103.98 Crore
Latest Financial Parameters:
(Consolidated)
2023-24:
Turnover: INR 1209.35 Crore
Net worth: INR 1095.89 Crore		 FC Management, a wholly
owned foreign subsidiary of
the
Company,
has
been
incorporated in United Arab
Emirates on April 04, 2019. FC
Management is authorized
under its memorandum of
association to engage in the
business of, amongst others,
to
provide
management
services.
History
of
last
3
years
turnover:
(Consolidated)
2023-24:INR 748.036 Crore
2022-23:INR 448.856 Crore
2021-22:INR 346.916 Crore
Latest Financial Parameters:
(Consolidated)
2023-24:
Turnover: INR 748.036 Crore
Net worth: INR 185.080 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 transaction is a related
party transaction and it is at
arm’s length. The Company
doesn’t have any identifiable
promoter and none of the
group
companies
of
the
Company have any interest in
Globalbees,
except
to
the
extent of their shareholding.		 Yes, the transaction is a
related party transaction and
it is at arm’s length. FC
Management is a Wholly
Owned Subsidiary of the
Company.
The
Company
doesn’t have any identifiable
promoter.
3. Industry to which the entity
beingacquired belongs;		 Consumer Goods Management Services
4. Objects
and
impact
of
acquisition (including but not
limited
to,
disclosure
of
reasons for acquisition of
target entity,if its business is		 Acquisition of further stake in
the Globalbees by the Company
for the purpose of expansion of
business.		 Out of the consideration
amount
to
be
paid
for
acquisition
of
additional
shares in FC Management,
SAR 9 Million will be invested

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 Details of event
outside the main line of
business of the listed entity);		 by FC Management in Firstcry
Trading Company, KSA, wholly
owned subsidiary of Firstcry
Management DWC LLC, for
setting up of stores and
warehouses
in
KSA.
The
balance amount remains, if
any, due to exchange rate
fluctuations from AED to SAR,
will be invested in Firstcry
Retail DWC LLC, wholly owned
subsidiary
of
Firstcry
Management DWC LLC, for
General Corporate Purposes.
This is pursuant to the use of
proceeds provided in the
Prospectus of the Company
dated August 8,2024.
5. Brief
details
of
any
governmental or regulatory
approvals required for the
acquisition;		 NA NA
6. Indicative time period for
completion of the acquisition;		 12 months 1 month
7. Consideration - whether cash
consideration or share swap or
any other form and details of
the same;		 Cash Cash
8. Cost of acquisition and/or the
price at which the shares are
acquired;		 Not exceeding INR 146 Crore. Not exceeding AED 9 Million
(approx Rs. 20.98 Crore*)
9. Percentage of shareholding /
control acquired and / or
number of shares acquired;		 The percentage of additional
shareholding
/
additional
control to be acquired and / or
additional number of shares to
be
acquired
cannot
be
determined at the current stage
as the proposed transaction will
be in tranches and subject to
various customarycovenants.		 The Company holds 100%
shareholding
of
FC
Management.
Post
the
proposed transactions, the
Company will continue to hold
100% shareholding of FC
Management.
10. Brief background about the
entity acquired in terms of
products/line
of
business
acquired,
date
of		 Provided in Point 1 of this table. 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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Sr. No. Particulars Details of event Details of event
incorporation, history of last 3
years turnover, country in
which the acquired entity has
presence
and
any
other
significant
information
(in
brief);

* Note: AED to INR exchange rate assumed for reporting the proposed investments in FC Management is taken as ₹23.31 per AED.

Yours faithfully

For Brainbees Solutions Limited

Neha Virendra Digitally signed by Neha Virendra Surana Surana Date: 2025.03.25 19:49:35 +05'30'

Neha Surana Company Secretary and Compliance Officer Mem. 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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