Board approves authorised capital rise to Rs. 47,00,00,000 and share-swap acquisition of 99.31% stake

Board meeting held 08-10-2026 (04:30 PM to 09:30 PM) approved increasing authorised share capital from Rs. 10,25,00,000 to Rs. 47,00,00,000, divided into 4,70,00,000 equity shares of Rs. 10/- each, subject to shareholder approval.

Thu 8 Oct 2026

Stake Acquired

acquire 99.31% of Popees Baby Care Products Ltd by share swap

Issue Terms

up to 2,60,44,323 equity shares and 98,53,471 convertible warrants at ₹142.44/- each

Aggregate Consideration

Rs. 511,32,81,777

Board meeting outcome — what was approved

• Increase in authorised share capital from Rs. 10,25,00,000 (Rupees Ten Crores Twenty Five Lakhs) divided into 1,02,50,000 Equity Shares of Rs. 10/- each, to Rs. 47,00,00,000 (Rupees Forty-Seven Crores) divided into 4,70,00,000 Equity Shares of Rs. 10/- each, with consequent alteration to the Memorandum of Association. This is subject to approval of shareholders.
• Approval for execution of a Share Subscription and Share Purchase Agreement (SSPA) dated 08-10-2026 between Popees Baby Care India Limited (formerly known as Hari Govind International Ltd.) and Popees Baby Care Products Limited (PBCPL) and its shareholders, in relation to acquisition of the Target Company shares, whereby the Company agrees to acquire 99.31% of the share capital of PBCPL.
• Preferential issue of up to 2,60,44,323 fully paid-up equity shares of face value Rs. 10/- each at an issue price of ₹142.44/- per share, for consideration other than cash, i.e. by way of swap of shares, to the shareholders (Promoters and Non-Promoters) of PBCPL.
• Preferential issue of up to 98,53,471 fully convertible warrants at an issue price of ₹142.44/- per warrant, likewise for consideration other than cash by way of swap of shares.
• 19th October, 2026 fixed as the Relevant Date for the preferential issue.
• 1st Extraordinary General Meeting for FY 2026-27 scheduled for Wednesday, 18th November, 2026 at 12.00 P.M. through video conferencing / other audio-visual means, with remote e-voting through NSDL. CS Liya Antony appointed as scrutiniser.

How the price is built up

Issue price of Rs. 142.44/- per equity share comprises face value of Rs. 10/- and premium of Rs. 132.44/- per equity share. Both the equity shares and the warrants are priced at the same figure.

What the target company does

PBCPL deals in baby products, including garment items and fashion apparels (manufacturing, trading, wholesale and retail). It was incorporated on 08th June 2016.

• Authorised share capital: Rs. 30,00,00,000 divided into 3,00,00,000 equity shares of Rs. 10/- each
• Paid-up share capital: Rs. 27,80,47,490 divided into 2,78,04,749 equity shares of Rs. 10/- each
• Turnover: Rs. 4,581.72 Lakhs for the quarter ended 30.06.2026
• Turnover FY 2025-2026: Rs. 1,61,93,23,627; FY 2024-2025: Rs. 1,35,30,11,374

Size of the transaction

The aggregate consideration of Rs. 511,32,81,777 is derived from the proposed equity shares and convertible warrants to be issued under the share-swap arrangements, multiplied by the issue price of Rs. 142.44/-. The update indicates completion within 15 days from the stock exchange approval.

What the update says about the impact

The stated objects include that PBCPL shareholders will get access to the capital market by virtue of the transaction; that the listed company's shareholders will benefit from the financial strength of the unlisted company for business growth; and that the unlisted company's business becomes the primary business of the listed company. The update also states the listed company will expand its objects with the aim of multiple growth of revenue under the same management, and that post 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 let the Company leverage PBCPL's existing business capabilities and operational infrastructure and provide opportunities for business diversification, expansion and operational synergies.

Promoter link to note

Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose are stated to be the common promoters in both the management.

Process points investors may track

• The preferential issues and the capital increase are subject to approval of the shareholders at the General Meeting and such other approvals as may be required.
• Number of investors: 199 for FY 2026-27 for issuance of equity shares, and 83 for FY 2027-28 for issuance of convertible warrants into equity shares.
• Warrants shall be converted into equity shares within 18 months from the date of allotment.
• Annexure C lists proposed allottees of equity shares for FY 2026-27, led by Shaju Thomas with 1,38,27,465 shares amounting to Rs. 1,96,95,84,115.

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