Brainbees Solutions Ltd

Brainbees Solutions Limited – Trading Window closed from October 01, 2026; Board to consider unaudited Standalone and Consolidated Financial Results for the quarter ending September 30, 2026.

AGM Details

• AGM held on 22 September 2026 via VC/OAVM.
• AGM started 04:00 PM IST and ended 05:23 PM IST.
• Remote e-voting from 18–21 September 2026, up to 5:00 PM IST.
• Quorum: 71 members attended via VC/OAVM.
• Last date for postal ballot receipt: 22-09-2026.

Key Resolutions

• Ordinary: Adopt standalone financial statements for the year ended March 31, 2026.
• Ordinary: Adopt audited consolidated financial statements for the year ended March 31, 2026.
• Ordinary: Re-appoint Sanket Hattimattur as Director, retires by rotation.
• Special: Revise remuneration of Non-Executive Independent Directors.
• Special: Variation in IPO objects and extension of IPO proceeds utilisation timeline.

Voting Results

• R1 Passed; 99.98% in favour, 0.02% against.
• R2 Passed; 99.72% in favour, 0.28% against.
• R3 Passed; 99.97% in favour, 0.03% against.
• R4 Passed; 99.94% in favour, 0.06% against.
• R5 Passed; 99.98% in favour, 0.02% against.

Director Changes

• Sanket Hattimattur re-appointed as Director; retires by rotation.

Volume movement and disclosures

• Company states all material information under Reg 30 LODR has been disclosed to exchanges and on its website.
• The increase in security volume is market-driven, per the company.
• Company will continue to comply with timely, accurate disclosures under Listing Regulations.

BBESOP 2022 Allotment

• NRC approved allotment of 2,344 equity shares under BBESOP 2022 on September 08, 2026.
• 54,749 equity shares transferred via cashless exercise through Trust.
• Post-issue paid-up capital rises to Rs 1,04,41,81,168; issued shares 52,20,90,584.
• Exercise price Rs 2 per share; proceeds Rs 4,688; diluted EPS impact Rs 0.413 for Q1FY27.
• New shares rank pari-passu with existing equity shares.

Overview & Assurance

• BRSR for FY2025-26 submitted with independent assurance by Vinay & Keshava LLP.
• Assurance covers BRSR Core Indicators; report dated August 13, 2026; forms part of Annual Report.

Governance & Subsidiaries

• Board size 7; female representation 42.9%.
• Group has 8 subsidiaries; Solis ceased direct subsidiary Dec 2025.

ESG Focus & Environment

• Key ESG risks include energy, climate, product safety, OHS, and data privacy.
• Energy: total 33,884.71 GJ; solar 939.24 GJ; emissions 676.96 and 6,260.03 tCO2e.

Waste, Water & Resource Use

• Total waste 802.20 MT; plastic 10.60; e-waste 0.16; 802.04 MT recovered.
• Water withdrawal 89,256 KL; total consumption 17,851 KL.

Regulatory & Compliance

• Regulatory disputes include IT, GST, and Customs with material monetary implications; appeals filed.
• Key amounts: IT ₹31.36 cr; GST ITC ₹0.917 cr; Customs ₹6.56 cr.

Financial snapshot

• Consolidated revenue Rs 85,479.44 million; YoY growth 12%.
• Adjusted EBITDA Rs 4,859.75 million; margin 5.7%.
• Consolidated PAT after tax Rs (2,036.58)m; loss.
• Free cash flow positive for FY2025-26; first full year.
• Net debt zero; no debt outstanding at year-end.
• No dividend declared for the year.

India Multi-Channel highlights

• GMV crossed USD 1.0B; 11.03m annual unique customers.
• India Multi-Channel revenue Rs 57,533.35m; EBITDA Rs 5,050.53m; margin 8.8%.
• Orders 42.8m; AOV Rs 2,284; GMV Rs 97,833m.
• 36% GMV from online-offline cross-channel in top 50 cities.

International performance

• International revenue Rs 9,474.18m; Adjusted EBITDA Rs (907.29)m; margin -9.6%.
• First Riyadh store opened; GCC expansion on track.

GlobalBees and Intellitots

• GlobalBees revenue Rs 18,943.48m; Adjusted EBITDA Rs 558.65m.
• GlobalBees core category revenue Rs 18,768.00m; Core EBITDA Rs 919m; margin 4.9%.
• Intellitots revenue Rs 472m; Adjusted EBITDA Rs 125m; margin 27%.
• Intellitots preschools: 436; students 23,049.

Acquisition and capital activity

• KA Enterprises Hygiene Private Limited acquisition completed 25 December 2025 for Rs 577.44m.
• Total borrowings Rs 5,947.18m; current Rs 4,157.08m; non-current Rs 1,790.10m.
• Net debt Rs -8,078.36m; gearing -0.17x.

Tax, contingent liabilities, IPO

• Contingent liabilities Rs 461.37m.
• Tax expense Rs -374.31m; current Rs -358.93m; deferred Rs -3.90m.
• Sixteenth AGM to consider variation in IPO objects; extension to FY2029.
• Unutilised IPO proceeds Rs 5,746.92m; utilised Rs 10,270.43m.

Governance & risk

• Saloni Rana appointed NED Feb 2026; May 2026 director.
• Puneet Renjhen resigned Feb 2026; leadership adjustments completed.
• Independent directors reappointed for five-year terms.
• IBC petition Rs 93.55m; disputed; no material impact.

ESG & CSR

• App downloads 193 million; MBK ecosystem strong.
• BRSR assurance by Vinay & Keshava LLP; core indicators covered.
• CSR spend FY2025-26 nil due to negative profits.

AGM Details

• Date/time: 22 Sep 2026, 04:00 PM IST.
• Mode: Video Conferencing / Other Audio-Visual Means.
• Cut-off for voting eligibility: 15 Sep 2026.
• Remote e-voting: 18–21 Sep 2026; voting at AGM also available.
• Deemed venue: registered office.
• E-voting agency: NSDL; Scrutiniser: Samdani Shah and Kabra.
• Notice and Annual Report available on company and NSDL websites.

Key Resolutions

• 1A Ordinary: Adopt standalone financial statements for FY2025-26.
• 1B Ordinary: Adopt consolidated financial statements for FY2025-26.
• 2 Ordinary: Re-appoint Sanket Hattimattur as Director, retiring by rotation.
• 3 Special: Remuneration for Non-Executive Independent Directors: Rs 30 lakh/year; Audit Chair Rs 8 lakh; N&RC Chair Rs 1 lakh; three-year term.
• 4 Special: Variation in IPO objects and extension of utilisation of IPO proceeds to FY2028-29.

Voting Results

• Voting results not disclosed in this filing.

Director Changes

• Re-appoint Sanket Hattimattur as Director (retiring by rotation).
• Remuneration for re-appointment: no remuneration proposed.
• Term: proposed for three years from FY2026-27.

IPO Proceeds Variation

• Variation in IPO objects and extended utilisation timeline to FY2028-29.
• Amendments include I(b) warehousing in India; V Globalbees stake expansion flexibility.
• Reallocation within existing objects; no new objects introduced.
• Uses include warehousing, technology costs, sales/marketing, and India-focused growth.