Board approves share swap to acquire 99.31% of target firm; shares and warrants to be issued

Board approves a share swap to acquire 99.31% of Popees Baby Care Products Ltd.

Thu 8 Oct 2026

Stake Acquired

99.31% of Popees Baby Care Products Ltd

Consideration

Aggregate cost of acquisition: Rs. 511,32,81,777

Issue Price

Rs. 142.44 each for up to 2,60,44,323 equity shares and 98,53,471 convertible warrants

What the board approved

• The board approved an increase in the authorised share capital of the company 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 of the Memorandum of Association. This is subject to shareholder approval.
• The board considered and approved execution of a share subscription and share purchase agreement by Popees Baby Care India Limited with Popees Baby Care Products Limited, in a share swap arrangement, whereby the company agrees to acquire 99.31% of the share capital of the target company.
• Under the swap, up to 2,60,44,323 fully paid-up equity shares of face value Rs. 10 each will be issued at Rs. 142.44 per equity share.
• Alongside, up to 98,53,471 fully convertible warrants will be issued at Rs. 142.44 per warrant.
• Both are preferential issues for consideration other than cash, i.e. by way of swap of shares, to the shareholders (promoters and non-promoters) of the target company, subject to approval of shareholders at a general meeting and such other approvals as may be required.

Key figures

• Issue price: Rs. 142.44 per equity share, comprising face value of Rs. 10 and a premium of Rs. 132.44.
• Aggregate cost of acquisition / price at which shares will be acquired: 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.
• Stake to be acquired: 99.31% of the shareholding of the target company.
• Number of investors: 199 for issuance of equity shares and 83 for issuance of convertible warrants into equity shares.
• Warrants are to be converted into equity shares within 18 months from the date of allotment.
• Relevant date fixed for the preferential issue: 19th October 2026.
• The board fixed the first extraordinary general meeting for FY 2026-27 on Wednesday, 18th November 2026 at 12.00 P.M. through video conferencing / other audio-visual means.
• The indicative time period for completion of the acquisition is 15 days from the stock exchange approval.

About the target

• Popees Baby Care Products Limited deals in the business of baby products, including garment items and fashion apparels, covering 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; 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 stated to be common promoters in both managements.

What the company says the acquisition does

• The unlisted company's business becomes the primary business of the listed company.
• The stated benefits to the listed company's shareholders include the financial strength of the unlisted company for business growth, and value addition to stakeholders.
• The company states that post approval of the swap, the holdings of the existing promoters of the listed company will be consolidated and become 69.63%.

What happens next

• The preferential issue of equity shares and convertible warrants needs shareholder approval at a general meeting, along with any other approvals required.
• The notice of the first extraordinary general meeting for FY 2026-27 is scheduled for 18th November 2026, with remote e-voting and e-voting during the meeting through the NSDL platform.
• Completion of the acquisition is indicated at 15 days from the stock exchange approval.

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