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Brainbees Solutions Limited — Capital/Financing Update 2025
Feb 8, 2025
59158_rns_2025-02-08_6fac2c34-4c30-4363-8fc8-c1b81a0edb71.pdf
Capital/Financing Update
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FC/SE/2024-25/73 February 08, 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: Outcome of the meeting of the Board of Directors of Brainbees Solutions Limited (the “Company”) held on February 08, 2025
Ref: Intimation of Board meeting through our letter dated February 01, 2025 bearing reference no. FC/SE/2024-25/70
Dear Sir/Ma’am,
With reference to our letter dated February 01, 2025 and pursuant to Regulations 30 and 33 read with Schedule II & III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”), we hereby inform you that a meeting of the Board of Directors (“the Board”) of the Company was held today i.e. Saturday, February 08, 2025, wherein the Board inter alia considered and approved following items:
1. Unaudited Financial Results for the quarter and nine months ended December 31, 2024
The Board in their meeting approved the Unaudited (Standalone and Consolidated) Financial Results of the Company for the quarter and nine months ended December 31, 2024 as recommended by the Audit Committee.
A copy of Unaudited Financial Results and the Limited Review Report received from the Statutory Auditors viz. M/s. Walker Chandiok & Co. LLP (Firm Registration No. 001076N/N500013), on the Unaudited Standalone and Consolidated Financial Results for the quarter and nine months ended December 31, 2024 are enclosed herewith.
2. Investment in Digital Age Retail Private Limited, a wholly owned subsidiary of the Company
Approved the proposal to invest an amount of Rs. 2,99,59,91,448.02, by way of subscription to equity shares of Digital Age Retail Private Limited (DARP), wholly owned subsidiary of the Company, in one or more tranches.
Additional details required in terms of the SEBI Master Circular dated November 11, 2024, bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 (“SEBI Circular”) on the proposed fund investment, as mentioned above, forms part of Annexure A, enclosed herewith.
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
The Meeting of the Board commenced at 04:00 p.m. (IST) and concluded at 04:35 p.m. (IST). The above information will also be hosted on the website of the Company i.e. www.firstcry.com
Kindly take the above on your record and acknowledge receipt of the same.
Thanking you,
For Brainbees Solutions Limited
Neelam Jethani Company Secretary & Compliance Officer ICSI Membership No.: A35831
Encl.: a/a
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 A
Details as per SEBI Circular dated November 11, 2024
| Sr. No. | Details of event | Details of event | Information of such event |
|---|---|---|---|
| a) | name of the target entity, details in brief | Digital Age Retail Private Limited (‘DARP’) is a | |
| such as size, turnover etc.; | wholly owned subsidiary of the Brainbees | ||
| Solutions Limited, incorporated on April 15, | |||
| 2011. The principal business of DARP is to, | |||
| amongst other things, deal in the retail trade | |||
| of baby, kids and maternity products. | |||
| Latest Financial Parameters: | |||
| Turnover : Rs. 3404.29 Crore | |||
| Net worth: Rs. 141.91 Crore | |||
| PAT : Rs. (36.72) Crore | |||
| b) | whether the acquisition would fall within | Yes, the same is at arm’s length and the | |
| related party transaction(s) | and whether the | group companies have no interest in Digital | |
| promoter/ promoter |
group/ group |
Age Retail Private Limited except to the | |
| companies have any interest in the entity | extent of their shareholding. | ||
| being acquired? If yes, nature of interest and | |||
| details thereof and whether the same is | |||
| done at “arm’s length”; | |||
| c) | industry to which the entity being acquired | Retail trade (Online/offline) - baby, kids | |
| belongs; | and maternity products | ||
| d) | objects and impact of acquisition (including | The Board of the Company has approved an | |
| but not limited to, disclosure of reasons for | investment of Rs. 2,99,59,91,448.02, by way of | ||
| acquisition of target entity, | if its business is | subscription to equity shares of DARP towards | |
| outside the main line of | business of the | setting up of new modern stores, towards lease | |
| listed entity); | payments for existing identified modern stores and towards repayment of existing loan of Rs. |
||
| 45,00,00,000 of Brainbees Solutions Limited. Out | |||
| of the proposed investment amount approved by | |||
| Board in their Board Meeting held on February | |||
| 08, 2025, Rs. 2,54,59,81,399.35 will be out of | |||
| proceeds of Initial Public Offer and Rs. | |||
| 45,00,10,048.67 will be out of own funds. | |||
| Further, DARP will continue to be a wholly | |||
| owned subsidiary of the Company. | |||
| e) | brief details of any governmental or | NA | |
| regulatory approvals required for the | |||
| acquisition; | |||
| f) | indicative time period for completion of the | The investment is proposed to be made | |
| acquisition; | during FY 2024-25, in multiple tranches. | ||
| g) | consideration - whether cash consideration | Cash | |
| or share swap or any other | form and details | ||
| of the same; |
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
| Sr. No. | Details of event | Information of such event |
|---|---|---|
| h) | cost of acquisition and/or the price at which | Equity shares of face value of Rs. 10 each at premium of Rs. |
| the shares are acquired; | 38,928.31 per share aggregating to Rs. 2,99,59,91,448.02 | |
| i) | percentage of shareholding / control | Brainbees Solutions Limited holds 100% |
| acquired and / or number of shares | equity shareholding in DARP. Post the | |
| acquired; | proposed transactions, Brainbees Solutions | |
| Limited will continue to hold 100% of equity | ||
| shareholding in DARP. | ||
| j) | brief background about the entity acquired | The principal business of DARP is to, amongst |
| in terms of products/line of business | other things, deal in the retail trade of baby, | |
| acquired, date of incorporation, history of | kids and maternity products. | |
| last 3 years turnover, country in which the | Date of Incorporation:15/04/2011 | |
| acquired entity has presence and any other | ||
| significant information (in brief); | Country in which the acquired entity has | |
| presence:India | ||
| History of last 3 years turnover: | ||
| 2023-24:Rs. 3404.29 crores | ||
| 2022-23:Rs. 3009.98 crores | ||
| 2021-22:Rs. 2409.97 crores |
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