Popees Baby Care India Limited has scheduled its 38th Annual General Meeting (AGM) for September 30, 2026. The meeting will be held via Video Conferencing (VC) or Other Audio-Visual Means (OAVM), in compliance with Ministry of Corporate Affairs and SEBI guidelines.

The Board of Directors approved the notice and related logistical arrangements on September 8, 2026. The AGM agenda includes the adoption of financial statements for FY26 and the re-appointment of a retiring director.

Key Dates and Arrangements

Shareholders must hold shares as of the cut-off date to participate in voting. The register of members and share transfer books will remain closed during the specified period.

Governance and Compliance

National Securities Depository Limited (NSDL) was appointed to facilitate remote e-voting and VC facilities. CS Liya Antony (Membership No. 39611, C.P. No. 19314) serves as the Scrutinizer to ensure fair voting processes.

Board and Auditor Resolutions

Shareholders will consider the re-appointment of Smt. Linta Purayidathil Jose (DIN: 06413031) as a Director, who retires by rotation. She holds over 20 years of experience in textile manufacturing and administration.

The meeting will also address the appointment of M/s. Manikandan & Associates, Chartered Accountants (FRN: 008520S), as Statutory Auditors. This resolves a casual vacancy caused by the resignation of M/s. C.V. Paturkar & Co., Chartered Accountants. The proposed tenure for Manikandan & Associates is five consecutive years, from the conclusion of the 38th AGM until the 43rd AGM.

The Board recommends an annual fee not exceeding ₹2,00,000 plus applicable taxes and out-of-pocket expenses for the new auditors. M/s. Manikandan & Associates is a Peer Review Certified firm established in 1999.

Popees Baby Care India Limited (formerly known as Hari Govind International Limited) has announced the outcome of its Board of Directors meeting held on Saturday, May 16, 2026. Pursuant to Regulations 30 and 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board deliberated upon and approved a proposed strategic acquisition of Popees Baby Care Products Limited ("PBCPL") through a share swap arrangement. The meeting commenced at 06.30 p.m. and concluded at 07.20 p.m.

Strategic Acquisition via Share Swap Arrangement

The board considered and approved a proposed strategic acquisition and investment transaction involving PBCPL, referred to as the Target Company, through a preferential issue of securities for consideration other than cash. The transaction is subject to receipt of requisite statutory, regulatory, and shareholders' approvals. In connection with this, the board reviewed a draft Share Subscription and Share Purchase Agreement ("SSPA") proposed to be entered into amongst Popees Baby Care India Ltd. ("PBC India"), PBCPL, and the existing shareholders and investors of PBCPL. The board noted that certain promoter and promoter group members of the company are existing shareholders and promoters of PBCPL, an unlisted public company. The proposed transaction was characterised as a strategic business consolidation and restructuring involving the acquisition of securities of an unlisted entity through a share swap arrangement, to be undertaken based on independent valuation reports and fairness opinions, and in compliance with all applicable statutory and regulatory requirements.

The transaction contemplates the acquisition and subscription of shares and securities of the Target Company by PBC India, and the issuance and allotment of equity shares and/or other eligible securities of the company to the investors of PBCPL on a preferential basis, in accordance with the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI Listing Regulations, and other applicable laws.

Indicative Share Swap Ratio and Key Transaction Parameters

The board discussed the valuation parameters, commercial terms, and indicative swap mechanism for the proposed transaction. The following table summarises the key details of the approved transaction:

The indicative swap ratio of approximately 1.3:1 is subject to final valuation reports, fairness opinions, due diligence findings, final negotiated transaction documents, and applicable statutory and regulatory approvals. The final swap ratio shall be determined and approved by the Audit Committee of the company.

Audit Committee Authorization and Further Actions

The board authorised the Audit Committee to review and finalise valuation reports and fairness opinions from registered valuers and independent professionals, determine and approve the final share swap ratio, and negotiate, modify, finalise, and approve the detailed terms of the SSPA and all ancillary agreements. The Audit Committee has also been empowered to appoint advisors, valuers, consultants, legal counsel, and other intermediaries as required, and to undertake all necessary actions, filings, and compliances in relation to the proposed transaction. Additionally, the board authorised the management to undertake all acts and steps necessary for giving effect to the transaction, including seeking approvals from stock exchanges, shareholders, and other regulatory authorities wherever applicable.

Promoter Shareholding and Control

The board noted that upon completion of the proposed preferential issue and share swap transaction, the promoter and promoter group shareholding of the company shall remain within the limits prescribed under the Securities Contracts (Regulation) Rules, 1957, and shall not exceed 75% of the post-issue paid-up equity share capital. The board further confirmed that there shall be no change in the existing promoter and promoter group, and no change in control or management of the company pursuant to the proposed transaction. The transaction is intended to strengthen business synergies, strategic growth opportunities, and long-term value creation for stakeholders. Full disclosures as required under Regulation 30 of the SEBI Listing Regulations shall be submitted upon finalisation and execution of definitive agreements and completion of other material events related to the proposed transaction.