BSEBoard Meeting24 Oct 2026 · 24 Oct 2026, 11:50 pm

Pursuant to Reg. 30 of SEBI (LODR) Regulations, 2015, the Board at its meeting held on 24.10.2026 approved: (1) issue of up to 2,58,89,023 equity shares and (2) up to 98,31,758 convertible warrants at Rs. 142.44 each, on preferential basis, for consideration other than cash (share swap with shareholders of Popees Baby Care Products Ltd); (3) Relevant Date 11.11.2026; (4) Notice of 1st EGM on 12.12.2026 at 12:00 P.M. via VC/OAVM; (5) appointment of ....

Popees Baby Care India Ltd · 531971

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Popees Baby Care India Ltd has approved the issuance of up to 2,58,89,023 equity shares and up to 98,31,758 convertible warrants at ₹142.44 each, on a preferential basis, for consideration other than cash (share swap with shareholders of Popees Baby Care Products Ltd). The company has also fixed November 11, 2026, as the Relevant Date for the Preferential Issue and scheduled an Extraordinary General Meeting on December 12, 2026.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact7/10
Market Sentiment5/10

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Popees Baby Care India Ltd - 531971 - Board Meeting Outcome for Outcome Of Board Meeting Held On 24Th October 2026 - Preferential Issue (Share Swap) And Notice Of EGM

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Date:24-10-2026 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 21-10-2026 read with Board meeting outcome dated 08- 10-2026. 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, Saturday, October 24, 2026 at the Registered office of the Company inter alia transacted the following matters: 1. 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 2,58,89,023 (Two Crore Fifty-Eight Lakh Eighty-Nine Thousand 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-I 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. 2. 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 98,31,758 (Ninety-Eight Lakh Thirty-One Thousand Seven Hundred and Fifty-Eight) fully convertible Warrants, at an issue price of ₹142.44/- (Rupees One Hundred Forty Two and Forty Four paisa only), 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-II 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 fixed Wednesday, November 11, 2026 as Relevant Date for the Preferential Issue. 4. Issuance of EGM Notice. The notice of 01st Extraodinary General Meeting (“EGM”) for the Financial Year 2026-27, scheduled to be held on Saturday, December 12,2026 at 12.00 P.M. through video conferencing (“VC”)/other audio- visual means (“OAVM”). 5. 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 & NSDL has been appointed as the e-voting facilitator. Confirmed that, except for the aforesaid revisions, there shall be no other changes in the agenda, matters transacted, or other contents which was already approved on the Board meeting held on 08-10-2026. The meeting of the Board commenced at 05:30 P.M. and concluded at 10:00 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 I 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. Type of securities proposed to be issued Equity Shares & Convertible warrants into equity shares. 2. Type of issuance (further public Preferential Issue for consideration other than offering, rights issue, depository cash by way of share swap receipts (ADR/GDR), qualified institutions placement, preferential allotment etc.) 3. Total number of securities proposed to be issued or the total amount for which Issuance of up to 2,58,89,023 (Two Crore Fifty- the securities will be issued Eight Lakh Eighty-Nine Thousand 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), 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”). Issue of up to 98,31,758 (Ninety-Eight Lakh Thirty-One Thousand Seven Hundred and Fifty-Eight) fully convertible Warrants, at an issue price of ₹142.44/- (Rupees One Hundred Forty Two and Forty Four paisa only), 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”). 3 Names of the investors Attached as Annexure- III 4. Number of Investors 198 (One Ninety-Eight) for the FY 2026-27 – for issuance of equity shares 81 (Eighty-One) for the FY 2027-28 – for issuance of convertible warrants into equity shares 5. Post allotment of securities-outcome of Attached as Annexure - IV the subscription, issue price / allotted price (in case of convertibles), number Issue Price: Rs. 142.44/- comprising face value of of investors; Rs. 10/- and premium of Rs. 132.44/- per Equity Share. 6. In case of convertibles -intimation on conversion of securities or on lapse of Warrants shall be converted into equity shares the tenure of the instrument within 18 months from the date of allotment. Annexure II Name of Proposed Allottees for Issuance of equity shares for the FY 2026-27. No of Equity Shares to S. No. Name of the Allottees be Issued Amount (In Rs.) 1 Shaju Thomas 13827465 1,96,95,84,115 2 Linta Purayidathil Jose 2732516 38,92,19,579 3 Tiji Thomas 38955 55,48,750 4 Ila Haresh Sha 195000 2,77,75,800 5 Joyce K Babu 455516 6,48,83,699 6 Maria Behanan Mathew 23214 33,06,602 7 Nishad Sainudeen Tc 464285 6,61,32,755 8 Hijas P 9285 13,22,555 9 Nassar PV 13000 18,51,720 Rashid Abdhulla Nariyan 10 13000 18,51,720 Kandi 11 Aaron John Varughese 9285 13,22,555 12 Sajna Nassar 32500 46,29,300 13 Antu Thomas Plackal 23215 33,06,745 14 Malayil Radhakrishnan 50762 72,30,539 15 Prabha Radhakrishnan 27857 39,67,951 16 Bineetta Joseph 9285 13,22,555 17 Roopal Radhakrishnan 23214 33,06,602 18 Kk Shaji 26000 37,03,440 19 Jacob Shaji 13000 18,51,720 20 Vijayaraj S 34356 48,93,669 21 Jayesh Kumar 13000 18,51,720 22 Ajay Dogra 39000 55,55,160 23 Amit Attam 65000 92,58,600 24 Brajesh Chibber 39000 55,55,160 25 Dhiren Kishore Shah 24700 35,18,268 26 Harsh Kumar Johari 65000 92,58,600 27 Nandan P Ganatra 67336 95,91,340 28 Komal Pravinbhai Ganatra 2888 4,11,367 29 Sreelakshmi Yalamanchili 14444 20,57,403 30 Koushik Mohan 1781 2,53,686 31 Rajat Garg 65000 92,58,600 32 Saurabh Rawall 24076 34,29,385 33 Sneha Choudhary 24076 34,29,385 34 Vikram Gupta 24076 34,29,385 35 Harsh Kant Munjal 35100 49,99,644 Lata Adaita 36 65000 92,58,600 37 Mohit Kumar Mathur 292500 4,16,63,70 [Showing first 8,000 characters — download PDF for full document]