Board approves share-swap agreement to acquire 99.31% of baby-care target; authorised capital to rise

Board of Popees Baby Care India Ltd approved execution of a share subscription and share purchase agreement to acquire 99.31% of Popees Baby Care Products Ltd, in a share swap.

Thu 8 Oct 2026

Stake to be acquired

99.31% of Popees Baby Care Products Ltd

Issue price

Rs. 142.44 each (equity shares and convertible warrants)

Aggregate cost

Rs. 511,32,81,777

Board approves a share-swap deal, a preferential issue and a larger authorised capital

What the board 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, subject to approval of shareholders.
• Execution of a Share Subscription and Share Purchase Agreement by the company with Popees Baby Care Products Limited, in relation to acquisition of the target company shares from the investors, in a share swap arrangement whereby the company agrees to acquire 99.31% of the share capital of PBCPL.
• Issuance of up to 2,60,44,323 fully paid-up equity shares of face value Rs. 10 each, at an issue price of Rs. 142.44 per equity share, on a preferential basis for consideration other than cash, by way of swap of shares, to the shareholders (promoters and non-promoters) of PBCPL.
• Issue of up to 98,53,471 fully convertible warrants, at an issue price of Rs. 142.44 per warrant, on a preferential basis for consideration other than cash, by way of swap of shares, to the shareholders (promoters and non-promoters) of PBCPL.
• Convening of the 01st Extraordinary General Meeting for FY 2026-27 on Wednesday, 18th November, 2026 at 12.00 P.M. through video conferencing or other audio-visual means, with remote e-voting and e-voting through the NSDL platform.

The deal in the update's own words

• The listed company is going to take over the unlisted PBCPL; by virtue of this, PBCPL shareholders get access to the capital market.
• The update states shareholders of the listed company will get the benefit of the financial strength of the unlisted company for business growth.
• The business of the unlisted company becomes the primary business of the listed company, which the update says creates value addition to stakeholders of the listed company.
• The listed company will expand its objects with multiple growth of its revenue under the same management, as both managements are the same, 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 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.
• Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose are the common promoters in both managements. The related-party transaction question is marked NA.
• Consideration is other than cash, by way of share swap. The indicative time period for completion of the acquisition is 15 days from the stock exchange approval.

Price and size

• Issue price is Rs. 142.44 per equity share, comprising face value of Rs. 10 and premium of Rs. 132.44 per equity share.
• Aggregate cost of acquisition shown: Rs. 511,32,81,777, 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.
• 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.
• The company has fixed 19th October, 2026 as the relevant date for the preferential issue.
• Warrants are to be converted into equity shares within 18 months from the date of allotment.

About the target company

• PBCPL deals in the business of 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; FY 2025-2026: Rs. 1,61,93,23,627; FY 2024-2025: Rs. 1,35,30,11,374.

Points for a retail investor to note

• Each of these proposals is subject to the approval of shareholders at the general meeting and such other approvals as may be required.
• The equity shares and warrants are being issued for consideration other than cash, by way of swap of shares, so the consideration is shares and not cash.
• The increase in authorised share capital is the enabling step that creates room for the proposed issue.
• The company has considered valuation reports from two IBBI registered valuers for the proposed issue of equity shares and convertible warrants.

Nothing here is a view, opinion or recommendation of ScoutQuest, its parent, directors or employees. ScoutQuest is a technology company: this page was assembled automatically from public sources using artificial intelligence, and may contain errors or omissions. Confirm everything against the original source before you act on it. Any use of this page is at your own risk, and neither ScoutQuest nor its parent, directors or employees accepts liability for it.