Submission of the Annual Report of the Company for the Financial Year 2025-2026, along with the Notice of the 38th Annual General Meeting scheduled to be held on Wednesday, 30th September, 2026.

Date: 08th September, 2026 Department of Corporate Services. BSE Limited Phirozee Jeejeeboy Towers, Dalal Street, Fort, Mumbai – 400001 BSE Scrip Code: 531971 Sub: Annual Report for the Financial Year 2025-2026. Ref: Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sir/Madam, Please find enclosed Annual Report of the Company for the Financial Year 2025-2026 along with the Notice of 38th Annual General Meeting (AGM) scheduled to be held on Wednesday, 30th September, 2026 at 12:00 P.M. (IST) through Video Conferencing ('VC') / Other Audio-Visual Means ('OAVM'). The AGM will be held without the physical presence of the Members at a common venue. Further, in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, the Notice of the 38th AGM is being sent as an attachment through electronic mode, and the Annual Report for the Financial Year 2025-2026 is being made available to Members through a web-link provided in the said electronic communication, to those Members whose email addresses are registered with the Company / Depository Participants. The Notice of 38th AGM of the Company along with the Annual Report is also available on the website of the Company. Kindly take the same on your records. Thanking You. Yours Faithfully, For Popees Baby Care India Limited Shaju Thomas Chairman & Managing Director DIN: 06412983 CORPORATE INFORMATION Board of Directors Name of Director Designation Category Mr. Shaju Thomas (DIN: 06412983) Chairman & Managing Director Promoter Mrs. Linta Purayidathil Jose (DIN: 06413031) Non-Executive Director Promoter Mr. Reveesh Moolamkuzhiyil Varghese (DIN: Non-Executive Independent Director Independent 07671512) Mr. Rishin Rasheed (DIN: 09801238) Non-Executive Independent Director Independent Key Managerial Personnel Name Designation Mr. Shaju Thomas Chairman & Managing Director Mr. Abhilash Thekkumpurath Chief Financial Officer Ms. Divya Palliyil Sudhakaran Company Secretary & Compliance Officer Statutory Auditors M/s. Manikandan & Associates Chartered Accountants Krishna Arcade, Near Marathompilly Krishna Temple, KSRTC Road, Chalakudy, Thrissur, Kerala, India – 680307 (M/s. C.V. Paturkar & Co., Chartered Accountants, who conducted the audit for FY 2025-26 and the limited review for the quarter ended 30th June, 2026, resigned as Statutory Auditors with effect from 14th August, 2026; details are provided under the Directors’ Report.) Registered Office 125, Wardhman Nagar, Nr. Radha Krishna Mandir, Nagpur – 440008, Maharashtra, India. Corporate Office Room No. 19/10B, Nahala Building, Near Emax Theatre, Velliparamba, Kozhikode – 673008, Kerala, India. Registrar & Share Transfer Agent Satellite Corporate Services Pvt. Ltd. Unit No. 49, Bldg. No. 13-A-B, 2nd Floor, Samhita Commercial Co-Op. Soc. Ltd., Off. Andheri Kurla Lane, MTNL Lane, Sakinaka, Mumbai – 400072. Tel: 022-28520461, 022-28520462 Fax: 022-28511809 Website: www.satellitecorporate.com Email: info@satellitecorporate.com Corporate Identity Number (CIN) L99999MH1989PLC050528 Listing Equity Shares of the Company are listed on BSE Limited. DIRECTORS’ REPORT The Members, POPEES BABY CARE INDIA LIMITED (Formerly known as Hari Govind International Limited) Your Directors are pleased to present the 38th Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2026 (“Reporting Period”). 1. FINANCIAL RESULTS The highlights of the Company’s financial statements on a standalone basis are summarised below: (₹ in Lakhs, unless otherwise stated) Particulars 2025-26 2024-25 Revenue from Operations 260.34 - Other Income - - Total Revenue 260.34 - Total Expenses 251.03 9.41 Profit / (Loss) before Exceptional Items and Tax 9.31 (9.41) Exceptional Items - - Profit / (Loss) before Tax 9.31 (9.41) Tax Expense (including deferred tax) - - Profit / (Loss) after Tax 9.31 (9.41) Other Comprehensive Income - - Total Comprehensive Income for the year 9.31 (9.41) Earnings Per Share – Basic & Diluted (₹) 0.19 (0.19) Note: The Company changed its name from Hari Govind International Limited to Popees Baby Care India Limited during the year, and figures for FY 2024-25 pertain to the erstwhile entity. 2. STATE OF COMPANY’S AFFAIRS / PERFORMANCE REVIEW During the reporting period, the Company earned a Total Revenue of ₹260.34 Lakhs as against Nil in the previous year and reported a Profit before Tax of ₹9.31 Lakhs as against a Loss before Tax of ₹9.41 Lakhs in the previous year. The improvement is primarily on account of the change in management and the consequent revival of business activity. The year under review has been transformational for the Company. Pursuant to a change in the control and management of the Company effected through an open offer and share transfer, a new Board of Directors and management team was inducted with effect from 7th February, 2026. Consequent to the change in management and business focus, the name of the Company was changed from ‘Hari Govind International Limited’ to ‘Popees Baby Care India Limited’ vide Special Resolution passed by the Members at the Extra- Ordinary General Meeting held on 14th April, 2026, and the fresh Certificate of Incorporation pursuant to change of name was issued by the Registrar of Companies, Mumbai on 22nd April, 2026. 3. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT Pursuant to Section 134(3)(l) of the Companies Act, 2013, the following material changes and commitments have occurred between the end of the financial year (31st March, 2026) and the date of this Report, affecting the financial position of the Company: ● Change of Name: The name of the Company was changed from ‘Hari Govind International Limited’ to ‘Popees Baby Care India Limited’ vide Special Resolution passed by the Members at the Extra-Ordinary General Meeting held on 14th April, 2026, and the fresh Certificate of Incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai on 22nd April, 2026. ● Reclassification of Promoters: Pursuant to approval accorded by the Members at the Extra-Ordinary General Meeting held on 14th April, 2026, Mr. Jugalkishore Harikishan Maniyar and Mrs. Sunita Jugalkishore Maniyar, the erstwhile promoters of the Company, were reclassified from the ‘Promoter and Promoter Group’ category to the ‘Public’ category, and Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose were classified as the new Promoters of the Company, in accordance with Regulation 31A of the SEBI Listing Regulations. ● Change in Statutory Auditor: M/s. C.V. Paturkar & Co., Chartered Accountants, resigned as Statutory Auditors of the Company with effect from 14th August, 2026, after conducting the statutory audit for FY 2025-26 and the Limited Review for the quarter ended 30th June, 2026. The Board of Directors has appointed M/s. Manikandan & Associates, Chartered Accountants, as Statutory Auditors to fill the resultant casual vacancy, subject to the approval of the Members at this Annual General Meeting, as more particularly detailed under the ‘Statutory Auditors’ section of this Report. Save and except as stated above, no other material changes and commitments have occurred between the end of the financial year and the date of this Report which affect the financial position of the Company. 4. CHANGE IN NATURE OF BUSINESS Other than the re-alignment of the Company’s objects and business focus as stated above, there has been no other change in the nature of business of the Company during the year under review. 5. DIVIDEND In view of the accumulated losses and to conserve resources for the Company’s growth plans, your Directors do not recommend any dividend for the financial year 2025-26. 5. TRANSFER TO RESERVES Your Directors do not pr [Showing first 8,000 characters — download PDF for full document]