Board approves authorised capital increase and share-swap acquisition of 99.31% stake

Board meeting on 08-10-2026 approved raising authorised share capital from Rs. 10,25,00,000 to Rs. 47,00,00,000, and a share-swap deal to acquire 99.31% of Popees Baby Care Products Limited.

Fri 9 Oct 2026

Stake Acquired

99.31% of Popees Baby Care Products Limited

Authorised Share Capital Raised

from Rs. 10,25,00,000 to Rs. 47,00,00,000

Swap Consideration

2,60,44,323 shares + 98,53,471 warrants at Rs. 142.44 each; Rs. 511,32,81,777

Board meeting of 08-10-2026: what was approved

• Increase in the authorised share capital from Rs. 10,25,00,000 divided into 1,02,50,000 equity shares of Re. 10 each to Rs. 47,00,00,000 divided into 4,70,00,000 equity shares of Re. 10 each, with a consequent alteration to the Memorandum of Association. This is subject to approval of the shareholders.
• Execution of a Share Subscription and Share Purchase Agreement (SSPA) with Popees Baby Care Products Limited, in relation to the acquisition of the shares of that company from its investors, in a share swap arrangement with the Company, whereby the Company agrees to acquire 99.31% of the share capital of Popees Baby Care Products Limited. The update calls this the Proposed Acquisition.
• A preferential issue of equity shares and convertible warrants, for consideration other than cash, by way of swap of shares, to the shareholders (promoters and non-promoters) of Popees Baby Care Products Limited.
• Fixing of 19th October, 2026 as the Relevant Date for the preferential issue.
• An Extraordinary General Meeting on 18th November, 2026 at 12.00 P.M. through video conferencing, with remote e-voting and e-voting through the NSDL platform, and the appointment of CS Liya Antony as scrutinizer.

The swap in numbers

• Up to 2,60,44,323 fully paid-up equity shares of face value of Rs. 10 each at an issue price of Rs. 142.44 per equity share.
• Up to 98,53,471 fully convertible warrants at an issue price of Rs. 142.44 per warrant.
• Issue price of Rs. 142.44 comprises face value of Rs. 10 and a premium of Rs. 132.44.
• Aggregate cost of acquisition: Rs. 511,32,81,777, derived from the proposed equity shares and convertible warrants multiplied by the issue price of Rs. 142.44.
• Consideration is other than cash, i.e. by way of share swap.
• Number of investors: 199 for the FY 2026-27 issuance of equity shares and 83 for the FY 2027-28 issuance of convertible warrants into equity shares.
• Warrants shall be converted into equity shares within 18 months from the date of allotment.
• The valuation reports of CA Karan C. Shah and CA Bhavesh M. Rathod, IBBI Registered Valuers, were considered for the proposed issue of equity shares and convertible warrants.
• Indicative time period for completion of the acquisition: 15 days from the stock exchange approval.

What is being acquired

• Popees Baby Care Products Limited deals in the business of baby products, including garment items and fashion apparels, covering manufacturing, trading, wholesale and retail, and also offers marketing and distribution services.
• It was incorporated on 08th June 2016.
• Authorised share capital of the target: Rs. 30,00,00,000 divided into 3,00,00,000 equity shares of Rs. 10 each.
• Paid-up share capital of the target: Rs. 27,80,47,490 divided into 2,78,04,749 equity shares of Rs. 10 each.
• Turnover of the target: Rs. 4,581.72 Lakhs for the quarter ended 30.06.2026; Rs. 1,61,93,23,627 for FY 2025-2026 and Rs. 1,35,30,11,374 for FY 2024-2025.
• Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose are common promoters in both managements; the related-party-transaction point in the disclosure is marked NA.

What the update says the transaction is meant to do

• The listed company is to take over the unlisted company, giving the target's shareholders access to the capital market.
• Shareholders of the listed company are stated to benefit from the financial strength of the unlisted company for business growth, and from the unlisted company's business becoming the primary business of the listed company, which the update says creates value addition to stakeholders.
• The listed company will expand its objects, with multiple growth of its revenue under the same management, and post approval of the swap the holdings of the existing promoters of the listed company will be consolidated and, post swap of shares, become 69.63%.
• The proposed acquisition is expected to enable the Company to leverage the existing business capabilities and operational infrastructure of the target and provide opportunities for business diversification, expansion and operational synergies.

What shareholders are being asked to do

The capital increase and the preferential issue of shares and warrants are both subject to the approval of the shareholders at the General Meeting and such other approvals as may be required. The EGM notice for the Financial Year 2026-27 is scheduled for 18th November, 2026.

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