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Brainbees Solutions Limited Share Issue/Capital Change 2025

May 23, 2025

59158_rns_2025-05-23_39ffdd76-591b-4131-8c66-6f7812d852f0.pdf

Share Issue/Capital Change

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FC/SE/2025-26/10 May 23, 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 of allotment and transfer of equity shares pursuant to exercise of ESOPs

Dear Sir/Ma’am,

Pursuant to Regulation 30 read with Schedule III to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and Regulation 10(c) of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (“ SEBI SBEB Regulations ”), we hereby inform that the Nomination and Remuneration Committee of Brainbees Solutions Limited (‘ Company ’) on Friday, May 23, 2025 approved the allotment of total of 2,95,016 (Two Lakhs Ninety-Five Thousand and Sixteen Only) Equity Shares and transfer of total of 2,50,567 (Two Lakhs Fifty Thousand Five Hundred and Sixty Seven Only) Equity Shares of face value of Rs. 2/- each fully paid up against the exercise of vested Options as detailed below:

  • Allotment of 1,29,866 (One Lakh Twenty-Nine Thousand Eight Hundred and Sixty-Six Only) Equity Shares under Employee Stock Option Plan 2011; and

  • Allotment of 1,65,150 (One Lakh Sixty-Five Thousand One Hundred and Fifty Only) Equity Shares and Transfer of 2,50,567 (Two Lakhs Fifty Thousand Five Hundred and Sixty-Seven Only) Equity Shares under Brainbees Employees Stock Option Plan 2022 through cash exercise and cashless exercise method.

Note: In case of cashless exercise of options, Trust is authorized to sell shares (‘ Sell Shares’ ) on behalf of the employees to recover the exercise price, tax amount etc. out of the options exercised by the employees.

The equity shares so allotted shall rank pari-passu with the existing equity shares of the Company in all respects.

Consequent to the above allotment, the paid-up share capital of the Company stands increased from Rs. 1,04,26,77,282/- to Rs. 1,04,32,67,314/-. The detailed disclosures required under Regulation 30 of SEBI Listing Regulations and Regulation 10(c) of SEBI SBEB Regulations are enclosed herewith as "Annexure-I" and “Annexure-II” respectively.

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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  • This disclosure will also be hosted on the Company's website i.e. www.firstcry.com/investor relations.

Please take the information contained herein on your record.

For Brainbees Solutions Limited

Digitally signed by Neha Virendra Neha Virendra Surana Surana Date: 2025.05.23 22:10:12 +05'30'

Ms. 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-I

Disclosure as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr. No. Particulars Details – BBESOP 2011 Details – BBESOP 2022
a) Brief details of options granted; The present instance and
reporting is for the allotment of
1,29,866 equity shares of the
Company of face value of Rs.
2/- each, fully paid up, upon
exercise of 1,29,866 number of
options by eligible employees
under Employee Stock Option
Plan 2011 (“BBESOP 2011”).
These Options were granted by
the Company from time to time
and the details of the granted
options have been provided in
our offer documents.

The present instance and
reporting is for the:
1. Allotment of 1,65,150
equity
shares
of
the
Company of face value of
Rs. 2/- each, fully paid up,
upon exercise of 1,65,150
number
of
options
by
eligible employees under
Brainbees Employees Stock
Option Plan 2022 (“BBESOP
2022”); and
2. Transfer of 2,50,567 equity
shares less Sell Shares of
the Company of face value
of Rs. 2/- each, fully paid up,
from Brainbees ESOP Trust
(“Trust”)
to
eligible
employees upon exercise of
2,50,567 number of options
under
BBESOP
2022
through cash exercise and
cashless exercise method.
These Options were granted by
the Company from time to time
and the details of the granted
options have been provided in
our offer documents.
b) Whether the scheme is in terms
of SEBI (SBEB) Regulations, 2021
(if applicable);
Yes Yes
c) Total number of shares covered
by these options;
The present disclosure is in
respect
of
allotment
of
1,29,866
equity
shares
approved by the Nomination
and Remuneration Committee
on May 23, 2025 under the
BBESOP 2011.
The present disclosure is in
respect
of
allotment
of
1,65,150 equity shares and
transfer of 2,50,567 equity
shares,
approved
by
the
Nomination and Remuneration
Committee on May 23, 2025
under the BBESOP 2022.

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 – BBESOP 2011 Details – BBESOP 2022
d) pricing formula; Please refer theAnnexure A
given below.
These Options are exercised at
an exercise price of Rs. 2/-
each.
e) options vested; As on date, options vested
under the BBESOP 2011 are
2,99,741 excluding the total
shares
exercised/options
relinquished till date.
The present instance is of
allotment of 1,29,866 equity
shares
upon
exercise
of
1,29,866 vested options.
As on date, options vested
under the BBESOP 2022 are
1,53,80,697 excluding the total
shares exercised till date.
The present instance is of
allotment of 1,65,150 equity
shares and transfer of 2,50,567
equity shares, upon exercise of
4,15,717 vested options.
f) time within which option may be
exercised;
An Option granted hereunder
is exercisable according to the
terms hereof at such times and
under
such
conditions
as
determined
by
the
Administrator
under
the
BBESOP 2011 and set forth in
the Option Agreement as per
the BBESOP 2011.
The exercise period is provided
in the option agreement as per
the BBESOP 2022.
g) options exercised; 1,29,866 4,15,717 (through trust and
direct route)
h) money realized by exercise of
options;
Rs. 19,15,492.98/- Rs. 8,31,434 /-
i) the total number of shares
arising as a result of exercise of
option;
1,29,866 1,65,150 new equity shares
allotted & 2,50,567 existing
equity shares less Sell Shares
shall be transferred from Trust
to employees as per the cash
exercise and cashless exercise
method.
j) options lapsed; 12,65,011 5,20,146
k) variation of terms of options; N.A. N.A.
l) brief details of significant terms; BBESOP 2011 provides for the
manner in which Stock Options
would be dealt with in case of
death, permanent incapacity,
resignation,
termination,
retirement, etc.
The equity shares allotted,
pursuant to the exercise of the
BBESOP 2022 provides for the
manner in which Stock Options
would be dealt with in case of
death, permanent incapacity,
resignation,
termination,
retirement, etc.
The equity shares allotted/
transferred, pursuant to the

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 – BBESOP 2011 Details – BBESOP 2022
Stock Options, would not be
subject to lock-in.
All
equity
shares
of
the
Company allotted pursuant to
exercise of stock options shall
rank
pari-passu
with
the
existing equity shares of the
Company.
exercise of the Stock Options,
would not be subject to lock-in.
All
equity
shares
of
the
Company allotted pursuant to
exercise of stock options shall
rank
pari-passu
with
the
existing equity shares of the
Company.
m) subsequent
changes
or
cancellation or exercise of such
options;
N.A. N.A.
n) diluted
earnings
per
share
pursuant to issue (allotment) of
equity shares on exercise of
options.
Rs. 0.72
The earnings as reported by
the Company for Q3FY25 has
been taken for the calculation
of diluted earnings per share
pursuant to issue of equity
shares on exercise of options.
Rs. 0.72
The earnings as reported by
the Company for Q3FY25 has
been taken for the calculation
of diluted earnings per share
pursuant to issue of equity
shares on exercise of options.

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-II

Disclosure as required under Regulation 10(c) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Sr.
No.
Particulars BBESOP 2011 BBESOP 2022
a) Company name and address of
Registered Office
Brainbees Solutions Limited
Rajashree Business Park, Plot No. 114, Survey No. 338,
Tadiwala Road,Nr. Sohrab Hall,Pune – 411001
b) Name of the recognised Stock
Exchanges
on
which
the
Company's shares are listed :
1. National Stock Exchange of India Limited (NSE)
2. BSE Limited (BSE)
c) Filing date of the statement
referred in regulation 10(b) of
the Securities and Exchange
Board of India (Share Based
Employee Benefits and Sweat
Equity) Regulations, 2021 with
the recognized Stock Exchange :
1. NSE: October 24, 2024
2. BSE: October 24, 2024
1. NSE: October 22, 2024
2. BSE: October 22, 2024
d) Filing Number, if any : 1. NSE: 44884 and in-principle
approval received through
letter
no.
NSE/LIST/44884
dated December 11, 2024
2. BSE: 214709 and in-
principle approval received
through
letter
no.
DCS/IPO/JP/ESOP-
IP/3439/2024-25
dated
December 11,2024
1. NSE: 44801 and in-principle
approval received through
letter no. NSE/LIST/44801
dated December 11, 2024
2. BSE: 214518 and in-
principle approval received
through
letter
no.
DCS/IPO/JP/ESOP-
IP/3438/2024-25
dated
December 11,2024
e) Title of the Scheme pursuant to
which shares are issued, if any:
Employee Stock Option Plan
2011 (“BBESOP 2011”)
Brainbees Employees Stock
Option Plan 2022 (“BBESOP
2022”)
f) Kind of security to be listed: Equity Shares
g) Par value of the shares : Rs. 2/- each
h) Date
of
issue
of
shares/allotment of shares :
May 23, 2025
i) Number of shares issued : 1,29,866 1,65,150
j) Share
Certificate
No.,
if
applicable:
N.A.
k) Distinctive number of the share,
if applicable :
521338642 to521468507 521468508to521633657

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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l) ISIN Number of the shares if
issued in Demat :
INE02RE01045 INE02RE01045
m) Exercise price per share : Please refer theAnnexure A
given below.
Rs. 2/- per option
n) Premium per share : Please refer theAnnexure A
given below.
Nil
o) Total issued shares after this
issue:
52,16,33,657
p) Total issued share capital after
this issue:
Rs. 1,04,32,67,314/-
q) Details of any lock-in on the
shares:
N.A.
r) Date of expiry of lock-in: N.A.
s) Whether shares are identical in
all respects to existing shares? If
not, when will they become
identical?:
All equity shares of the Company allotted consequent to the
exercise of options shall rank_pari-passu_with the existing
equity shares of the Company.
t) Details of listing fees, if payable : N.A. N.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

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Annexure A – Exercise Price of options exercised under BBESOP 2011

Exercise Priceper share(Rs.) Premiumper share(Rs.) No. of securities
9.372 7.372 1,155
9.4 7.4 37,462
15.44 13.44 79,885
28.08 26.08 11,364
Total 1,29,866

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