AGM Details

The 16th Annual General Meeting of the members of Brainbees Solutions Limited is scheduled to be held on Tuesday, September 22, 2026, at 04:00 P.M. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The deemed venue is the registered office at Rajashree Business Park, Plot No. 114, Survey No. 338, Tadiwala Road, Next to Sohrab Hall, Pune – 411001.

The meeting is being conducted virtually in compliance with MCA General Circular No. 03/2025 dated September 22, 2025, and relevant SEBI circulars.

E-voting Details

The company has appointed National Securities Depository Limited (NSDL) as the e-voting agency. The remote e-voting period commences on Friday, September 18, 2026, from 9:00 A.M. (IST) and ends on Monday, September 21, 2026, at 5:00 P.M. (IST). The e-voting Event Number is 141456.

The cut-off date for determining members eligible to vote is Tuesday, September 15, 2026. Members holding shares in demat or physical form as of this date are eligible.

Agenda Items

Ordinary Business

1. Adoption of Financial Statements

  • 1A. To receive, consider, and adopt the Audited Standalone Financial Statements for FY ended March 31, 2026, along with reports of the Board of Directors and Auditors.
  • 1B. To receive, consider, and adopt the Audited Consolidated Financial Statements for FY ended March 31, 2026, along with the report of the Auditors.

2. Re-appointment of Director

  • To re-appoint Mr. Sanket Hattimattur (DIN: 09593712) as a Director who retires by rotation. He was first appointed on May 5, 2022, and holds 634,780 equity shares. He attended 4 out of 5 board meetings in FY 2025-26.

Special Business

3. Revision in Remuneration of Non-Executive Independent Directors

  • To approve a revision in the fixed remuneration payable to each Non-Executive Independent Director from the existing ₹10,00,000 per annum to ₹30,00,000 per annum.
  • Chair Fees remain unchanged: ₹8,00,000 per annum for the Audit Committee Chairperson and ₹1,00,000 per annum for the Nomination and Remuneration Committee Chairperson.
  • This remuneration is in addition to sitting fees and reimbursement of expenses for attending meetings.
  • The revised remuneration is proposed for a period of three years, commencing from FY 2026-27.
  • The rationale includes the directors' extensive experience, expertise, and significant contributions to governance and strategic oversight.
  • The company reported a standalone profit of ₹1,089.30 million for FY 2025-26 but cited inadequate profits for Sec. 197 purposes due to business expansion investments and non-cash ESOP charges.
  • The four Independent Directors are:
  • Mr. Gopalakrishnan Jagadeeswaran (DIN: 02354467): Chairman, Audit Committee. Remuneration in FY25-26: ₹2.05 million.
  • Mr. Neeraj Sagar (DIN: 09475452): Chairman, Nomination & Remuneration Committee. Remuneration in FY25-26: ₹1.50 million.
  • Ms. Sujata Bogawat (DIN: 07901334): Chairperson, Stakeholders' Relationship Committee. Remuneration in FY25-26: ₹1.27 million.
  • Ms. Bala C Deshpande (DIN: 00020130): Member of several committees. Remuneration in FY25-26: ₹1.34 million.

4. Variation in Objects of IPO and Extension of Utilization Timeline

  • To approve a variation in the objects of the Initial Public Offering (IPO) and extend the timeline for utilizing the unutilized proceeds.
  • The IPO (FY 2024-25) had a fresh issue component of ₹16,660 million, with net proceeds to the company at ₹16,017.35 million (after issue expenses).
  • As of July 31, 2026, the total amount utilized is ₹10,270.43 million (64.12%), leaving ₹5,746.92 million unutilized.
  • The proposal involves a reallocation of ₹2,162.10 million from underutilized objects to others, within the existing framework. No new object is introduced.

Key Proposed Reallocations:

  • From Object I(a) (BabyHug stores, India): De-allocate ₹840.81 million (fully unutilized). Reallocate to Object III(a) (FirstCry stores, India).
  • From Object IV(b) (Warehouses, KSA): De-allocate ₹614.51 million (out of ₹830.00 allocated). Reallocate ₹421.29 million to Amended Object I(b) (New warehouses, India), and ₹193.22 million to Object VII (Technology costs).
  • From Object IV(a) (Stores, KSA): De-allocate ₹706.78 million (mostly unutilized). Reallocate ₹256.78 million to Object VII (Technology costs) and ₹450.00 million to Object VI (Sales & marketing).

Amendments to Object Descriptions:

  • Object I(b): Change from "Setting up a warehouse" to "Setting up of new warehouses in India".
  • Object V: Change from investment in "our step-down Subsidiaries" to "any of our existing step-down Subsidiaries", providing greater flexibility for Globalbees Brands.

Extension of Timeline:

  • The company seeks approval to extend the timeline for utilizing all unutilized IPO proceeds until Financial Year 2028-29.

Financial Justification:

  • The reallocation is justified by evolving customer preferences favoring multi-brand (FirstCry) over single-brand (BabyHug) stores, competitive intensity in KSA reducing immediate expansion needs, and the strategic priority to enhance warehousing, technology, and marketing in the core Indian business.
  • For Object V (Globalbees), the amendment offers flexibility to allocate the unutilized ₹641.89 million based on the performance and needs of its portfolio companies, not just the three originally identified (Frootle, Plantex, Encasa).
  • The financial impact on earnings and cash flow is stated to be unquantifiable at this stage but is expected to support long-term growth.

Other Meeting Logistics

  • The Notice and Annual Report for FY 2025-26 were sent electronically to members registered as of Friday, August 21, 2026.
  • The Scrutinizer for the e-voting process is M/s. Samdani Shah and Kabra, Company Secretaries.
  • Members can join the VC/OAVM 15 minutes before the meeting. The facility is available for the first 1000 members on a first-come-first-served basis, excluding large shareholders (2%+), institutional investors, directors, KMP, committee chairs, and auditors.
  • The full Notice, Annual Report, and instructions for e-voting are available on the company's website (www.firstcry.com) and the websites of BSE, NSE, and NSDL.