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.

Firstcry (Brainbees Solutions) has announced the allotment of 21,474 equity shares and transfer of 63,937 equity shares under its Employee Stock Option Plans (ESOPs). The Nomination and Remuneration Committee approved these transactions on December 24, 2025, pursuant to the exercise of vested options by employees.

ESOP Allotment and Transfer Details

The share allotment and transfer were executed across three different ESOP schemes operated by the company:

All equity shares carry a face value of ₹2.00 each and are fully paid-up. The shares were issued through both cash exercise and cashless exercise methods under the 2022 and 2023 ESOP plans.

Financial Impact and Share Capital

The allotment resulted in an increase in the company's paid-up share capital:

The money realized through the exercise of options amounted to ₹2,50,582.24 under the 2011 plan and ₹11,000.00 under the 2022 plan.

Exercise Price Structure

The exercise prices varied across different ESOP schemes:

Employee Stock Option Plan 2011:

• 15,662 shares at ₹15.44 per share (premium: ₹13.44)
• 312 shares at ₹28.08 per share (premium: ₹26.08)

Brainbees Employees Stock Option Plan 2022:

• Exercise price: ₹2.00 per option

Outstanding Options and Vesting Status

As of the disclosure date, the company maintains significant vested options under both active schemes:

• BBESOP 2011: 1,38,345 options vested (excluding shares exercised/options relinquished to date)
• BBESOP 2022: 1,35,73,984 options vested (excluding shares exercised to date)

Regulatory Compliance and Share Rights

The allotment was conducted in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The newly allotted and transferred equity shares rank pari-passu with existing equity shares of the company in all respects and are not subject to any lock-in restrictions.

For cashless exercise of options, the Trust is authorized to sell shares on behalf of option holders to recover exercise price and tax amounts from the options exercised. The diluted earnings per share calculation was based on the company's H1 FY26 earnings report.