Brainbees Solutions Limited has officially completed a comprehensive intra-group restructuring of its hygiene business vertical through its Board of Directors meeting held on December 26, 2025. The strategic move involves a complex share swap arrangement worth ₹190.78 crores, alongside key leadership changes in the company's secretarial function, as disclosed in regulatory filings to NSE and BSE.

Board Meeting Outcomes and Strategic Restructuring

The Board meeting, which commenced at 3:30 PM IST and concluded at 3:51 PM IST, approved the acquisition of additional 56,26,738 equity shares in Swara Baby Products Private Limited in exchange for 52,890 Series A1 equity shares held in Solis Hygiene Private Limited. This restructuring aims to consolidate the complete hygiene vertical under a single subsidiary structure.

Financial Performance of Restructured Entities

Both companies involved in the restructuring have demonstrated strong operational performance. Swara Baby Products, incorporated on November 23, 2016, specializes in manufacturing and trading baby diapers and hygiene products, while Solis Hygiene, incorporated on December 5, 2020, operates in similar business segments.

Solis Hygiene contributed 3% of consolidated turnover and 2% of consolidated net worth to Brainbees Solutions during the 2024-25 financial year.

Leadership Transition in Key Managerial Personnel

The company implemented significant changes in its secretarial function. Ms. Neha Surana resigned from her position as Company Secretary and Compliance Officer effective from closure of business hours on December 26, 2025, citing personal reasons, though she continues employment with the secretarial team.

Regulatory Compliance and Strategic Impact

The restructuring involves related party transactions conducted at arm's length under SEBI regulations. Following completion, Solis Hygiene will become a wholly-owned subsidiary of Swara Baby, which will enable better financial reporting and showcase the actual performance of the hygiene vertical at the consolidated level. The indirect control of Brainbees Solutions in Solis Hygiene will be 76.59% through its increased stake in Swara Baby.

The company has filed the necessary disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring full regulatory compliance for this strategic business reorganization. The filing was signed by Gautam Sharma, Group Chief Financial Officer, and submitted to both NSE (Symbol: FIRSTCRY) and BSE (Scrip Code: 544226).

Firstcry (Brainbees Solutions) has successfully completed the acquisition of K.A. Enterprises (Hygiene) Private Limited through its subsidiary Swara Baby Products Private Limited on December 25, 2025. The transaction was executed through a share allotment mechanism as outlined in agreements signed on December 22, 2025.

Acquisition Structure and Details

The acquisition was completed through the allotment of equity shares by Swara Baby Products to the existing shareholders of KA Hygiene. The transaction structure involved issuing 38,49,572 equity shares of Swara Baby to acquire the complete stake in the target company.

Impact on Shareholding Structure

The acquisition has resulted in a change in the shareholding pattern of Swara Baby Products. Following the allotment of shares to KA Hygiene's former shareholders, Brainbees Solutions' direct holding in Swara Baby has been reduced from 87.29% to 75.92%.

Corporate Structure Post-Acquisition

The completed transaction has established a clear subsidiary structure within the Brainbees Solutions group. KA Hygiene now operates as a wholly-owned subsidiary of Swara Baby Products, while simultaneously becoming a step-down subsidiary of the parent company.

The new corporate hierarchy positions KA Hygiene under the operational control of Swara Baby Products, with Brainbees Solutions maintaining strategic oversight through its 75.92% indirect shareholding.

Regulatory Compliance

The acquisition disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company had previously intimated the stock exchanges about the proposed transaction on December 23, 2025, and has now confirmed the completion of the acquisition process.

The transaction represents a strategic expansion of Brainbees Solutions' business portfolio through its subsidiary structure, enhancing the group's presence in the hygiene products segment while maintaining compliance with regulatory disclosure requirements.