Brainbees Solutions Acquires Full Stake in Solis Hygiene

Brainbees Solutions Limited has announced the acquisition of a 100% stake in Solis Hygiene Private Limited by its subsidiary, Swara Baby Products Private Limited. This decision was made during the Board meeting held on December 26, 2025. The acquisition is part of an intra-group restructuring strategy. Swara Baby will acquire the shares from existing shareholders, including Brainbees, through a share swap arrangement. As a result, Solis Hygiene will become a step-down subsidiary of Brainbees Solutions.

The financial terms of the transaction involve the exchange of 52,890 Series A1 Equity Shares of Solis Hygiene for 56,26,738 Equity Shares of Swara Baby. This transaction will increase Brainbees Solutions’ shareholding in Swara Baby from 75.92% to 76.59%. The cost of acquisition for Swara Baby is valued at INR 106 Crore. Solis Hygiene contributed a turnover of INR 241 Crore and a net worth of INR 85 Crore, representing 3% and 2% of Brainbees’ consolidated turnover and net worth, respectively, for the financial year 2024-25.

Operationally, this restructuring aims to consolidate the hygiene vertical under Swara Baby. Solis Hygiene, engaged in the manufacturing and trading of diapers and other hygiene products, will be fully integrated into Swara Baby’s operations. This move is intended to streamline operations and enhance the focus on the hygiene product line. Swara Baby, which also operates in the hygiene sector, reported a turnover of INR 545 Crore for the financial year 2024-25.

The timeline for the completion of this acquisition is set for on or before December 31, 2025. The agreements governing this transaction, including the Share Subscription Agreement and Share Purchase Agreement, were both dated December 26, 2025. The transaction is structured as a related party transaction conducted at arm’s length, ensuring compliance with regulatory requirements.

The parties involved in this transaction include Brainbees Solutions, Swara Baby Products, and Solis Hygiene. Brainbees Solutions, as the parent company, will maintain indirect control over Solis Hygiene through its increased stake in Swara Baby. Swara Baby will issue equity shares to the existing shareholders of Solis Hygiene, thereby acquiring full ownership. This transaction does not require any governmental or regulatory approvals.

In the context of market relevance, this acquisition aligns with Brainbees Solutions’ strategy to consolidate its operations within the hygiene sector. By bringing Solis Hygiene under the umbrella of Swara Baby, the company aims to enhance its operational efficiency and focus on the hygiene product line. This restructuring is outside the Scheme of Arrangement and complies with all applicable SEBI regulations.

Brainbees Solutions Limited is a prominent player in the retail sector, focusing on the distribution and sale of baby and children’s products. The company is strategically expanding its footprint in the hygiene products market through its subsidiaries. This acquisition is part of its broader strategy to streamline operations and enhance its market position in the hygiene sector.