BSEBoard Meeting8 Oct 2026 · 8 Oct 2026, 11:54 pm
Submission of outcome of Board Meeting held on 08.10.2026 (04:30 PM to 09:30 PM): approved increase in authorised capital, acquisition of Popees Baby Care Products Ltd by share swap, preferential issue of equity shares and warrants at ?142.44, Relevant Date 19.10.2026, EGM Notice (18.11.2026, VC/OAVM, NSDL e-voting) and appointment of Scrutinizer. Details attached.
Popees Baby Care India Ltd · 531971
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Popees Baby Care India Ltd has announced the outcome of its Board Meeting held on October 8, 2026, where it approved the increase in authorized capital, acquisition of Popees Baby Care Products Ltd through a share swap, and preferential issue of equity shares and warrants at ₹142.44. The company has also scheduled an EGM on November 18, 2026, and will provide remote e-voting and VC/OAVM facilities through NSDL.
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Popees Baby Care India Ltd - 531971 - Board Meeting Outcome for Outcome Of Board Meeting Held On 08Th October 2026
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Date:08-10-2026
The Manager,
Department of Corporate Services
BSE Limited
Floor 25, P.J. Towers,
Dalal Street, Mumbai – 400 001
BSE Scrip code: 531971
Equity ISIN: INE167F01018
Dear Sir/Madam,
Subject: Outcome of Board Meeting & Disclosure under Regulations 30 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) and Regulation,
2015, as amended (“SEBI Listing Regulations”)
Ref: Intimation of the Board meeting dated 22-09-2026
Pursuant to Regulations 30 and other applicable provisions of the SEBI Listing Regulations, it is hereby
informed that the Board of Directors of the Company (“Board”) at their meeting held today, i.e,
Thursday, October 08,2026 at the Registered office of the Company inter alia transacted the following
matters:
1. Approved the increase in the Authorized Share Capital of the Company from existing Rs. 10,25,00,000/-
(Rupees Ten Crores Twenty Five Lakhs only) divided into 1,02,50,000 Equity Shares of Re. 10/- each to
Rs. 47,00,00,000/- (Rupees Forty-Seven Crores Only) divided into 4,70,00,000 Equity Shares of Re. 10/-
each and thereby consequent alteration to the Memorandum of Association of the Company, subject to
approval of shareholders.
2. Authorization for execution of Share Subscription and Share Purchase Agreement and
Acquisition of Equity Shares of Popees Baby Care Products Limited.
The Board considered and approved execution of a share subscription and share purchase agreement
(the “SSPA”) by Popees Baby Care India Limited (Formerly known as Hari Govind International Ltd.)
(“Issuer Company/PBCIL”) with Popees Baby Care Products Limited (the “Target
Company/PBCPL”), in relation to acquisition of the Target Company shares from the Investors
(“Proposed Acquisition”), in a share swap arrangement with the Company, whereby the Company
agrees to acquire 99.31% of the share capital of PBCPL.
The details regarding the SSPA & Proposed Acquisition are enclosed in Annexure A, as required under
Regulation 30 of SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-
POD2/I/3762/2026 dated January 30, 2026.
3. The Company has considered the Valuation Reports issued by CA Karan C. Shah and CA Bhavesh M.
Rathod, IBBI Registered Valuers bearing Registration Nos. IBBI/RV/06/2024/15561 and
IBBI/RV/06/2019/10708, respectively, in respect of Popees Baby Care Products Limited and Popees Baby
Care India Limited (formerly known as Hari Govind International Ltd.), for the proposed issue of equity
shares and convertible warrants at an issue price of ₹142.44/- per share, in accordance with Chapter V
of the SEBI (ICDR) Regulations, 2018.
4. The company has fixed 19th October, 2026 as Relevant Date for the Preferential Issue
5. Issuance of Equity Shares of the Company to Promoters & Non- Promoters on a
Preferential Basis pursuant to a Share Swap Arrangement.
Issuance of up to 2,60,44,323 (Two Crores Sixty Lakhs Forty Four Thousand Three Hundred and Twenty
three) fully paid-up Equity Shares of face value of ₹10/- (Rupees Ten only) each at an issue price of
₹142.44/- (Rupees One Hundred Forty Two and Forty Four paisa only) per Equity Share, on a
preferential basis (“Preferential Issue”), for consideration other than cash, i.e., by way of swap of shares,
to the shareholders (Promoters & Non- Promoters) of Popees Baby Care Products Limited (the “Target
Company/PBCPL”), subject to the approval of the shareholders at the General Meeting and such other
approvals as may be required, and in accordance with Chapter V of the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, the provisions of the Companies Act, 2013 and the rules
made thereunder. The details of the Preferential Issue are set out in Annexure-B as required under
Regulation 30 of SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-
POD2/I/3762/2026 dated January 30, 2026.
6. Issuance of Convertible Warrants into Equity Shares to Promoters & Non- Promoters of
the Company on a Preferential Basis pursuant to a Share Swap Arrangement.
Issue of up to 98,53,471 (Ninety-Eight Lakhs Fifty-Three Thousand Four Hundred and Seventy One) fully
convertible Warrants, at an issue price of ₹142.44/- (Rupees One Hundred Forty Two and Forty Four
paisa only) per Warrant, on a preferential basis (“Preferential Issue”), for consideration other than cash,
i.e., by way of swap of shares, to the shareholders (Promoters & Non- Promoters) of Popees Baby Care
Products Limited (the “Target Company/PBCPL”), subject to the approval of the shareholders at the
General Meeting and such other approvals as may be required, and in accordance with Chapter V of the
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the provisions of the Companies
Act, 2013 and the rules made thereunder. The details of the Preferential Issue are set out in Annexure-B
as required under Regulation 30 of SEBI Listing Regulations read with SEBI Master Circular No.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.
7. Issuance of EGM Notice.
The notice of 01st Extraodinary General Meeting (“EGM”) for the Financial Year 2026-27, scheduled to be
held on Wednesday, 18th November,2026 at 12.00 P.M. through video conferencing (“VC”)/other audio- visual
means (“OAVM”).
8. Remote e-Voting and VC/OAVM facility through NSDL.
The Board approved providing the remote e-voting facility to the members before the EGM and the facility of
e-voting during the EGM, as well as the conduct of the EGM through Video Conferencing (“VC”)/Other Audio-
Visual Means (“OAVM”), through the platform of National Securities Depository Limited (“NSDL”), who is
authorised for this purpose. The cut-off date and the remote e-voting period will be as set out in the Notice of
the EGM.
9. The appointment of CS Liya Antony (M. No. 39611, CP No. 19314), Practising Company Secretary, Proprietor of
M/s. Liya & Associates, as Scrutinizer for the remote e-voting & e-voting to be conducted for the ensuing
Extra-ordinary General Meeting.
The meeting of the Board commenced at 04:30 P.M. and concluded at 09:30 P.M.
Thanking You,
Yours Faithfully,
For Popees Baby Care India Limited
(Formerly known as Hari Govind International Limited)
Shaju Thomas
Managing Director
DIN: 06412983
Encl.: As above
Annexure A
Disclosure as per SEBI (LODR) Regulations, 2015 read with SEBI Master Circular No.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.
S. No. Particulars Details
1. Name of the Target Entity Popees Baby Care Products Limited.
The “Target Company/PBCPL”),
shareholders of PBCPL (collectively, the
“Investors”) are parties to the Share
Subscription and Share Purchase Agreement
(“SSPA”).
2. Date of entering into the agreement. 08-10-2026
3. Size of Entity and Turnover, etc. Authorised Share Capital of Rs. 30,00,00,000/-
(Rupees Thirty Crores only) divided into
3,00,00,000 (Three Crores) Equity shares of Rs.
10/- (Rupees Ten) each and
Paid-up Share Capital of Rs. 27,80,47,490/-
(Rupees Twenty-Seven Crores Eighty Lakhs
Forty-Seven Thousand Four Hundred and
Ninety Only) divided into 2,78,04,749 (Two
Crores Seventy-Eight Lakhs Four Thousand
Seven Hundred and Forty-Nine) Equity shares
of Rs. 10/- (Rupees Ten) each.
Turnover: Rs. 4,581.72 Lakhs for the quarter
ended 30.06.2026
i. Whether the acquisition would fall NA
within related party transaction(s) and Mr. Shaju Thomas & Mrs. Linta Purayidathil
whether the promoter/ promoter Jose are the common promoters in both the
group/ group companies have any management.
interest in the entity being acquired If
yes, nature of interest and details
thereof and whether the same is done at
arm’s length
4. Industry to which the entity being Popees Baby Care Products Limited deal
acquired belongs in the business of baby products,
including garment items and fashion
apparels (manufacturing, trading,
wholesale and retail).
5. Objects and impact of acquisition 1. The Listed Company is going to takeover
(including but
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