BCL Enterprises Limited's board of directors held a crucial meeting on January 2, 2026, approving significant corporate restructuring measures that will require shareholder approval. The board decided to convene an Extraordinary General Meeting (EOGM) to seek member consent for substantial capital structure changes and enhanced financial powers.

EOGM Convening and Schedule

The board approved convening an Extraordinary General Meeting for the financial year 2025-26 on Monday, February 2, 2026. The meeting will be conducted through Video Conferencing (VC) and Other Audio Visual Means (OAVM), with the board also approving the Notice of the EGM along with the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013.

Major Capital Structure Enhancement

The most significant proposal involves a substantial increase in the company's authorized share capital. The board has approved increasing the authorized capital from the existing amount to a significantly higher threshold, subject to shareholder approval.

This expansion will require consequential alteration in Clause V (Capital Clause) of the Memorandum of Association, demonstrating the company's preparation for significant business expansion.

Enhanced Financial Powers and Borrowing Capacity

The board approved several measures to strengthen the company's financial flexibility, all subject to shareholder approval through special resolutions at the EOGM:

Borrowing Powers Enhancement

• Authorization for borrowings exceeding paid-up share capital, free reserves, and securities premium
• Aggregate borrowing limit of ₹5,000.00 crores under Section 180(1)(c) of the Companies Act
• Enhanced capacity to meet business requirements

Security Creation and Asset Utilization

• Creation of charges, mortgages, and hypothecations on company assets
• Coverage of movable and immovable properties, both tangible and intangible
• Retrospective effect provision for securing borrowings
• Total security limit aligned with ₹5,000.00 crore borrowing capacity

Loans and Investment Authority

The board also approved advancing loans, providing guarantees, and offering securities to persons covered under Section 185(2) of the Companies Act, 2013, up to an aggregate amount of ₹5,000.00 crores. Additionally, the company seeks authority to grant loans, guarantees, and make investments in shares, securities, or other instruments under Section 186 of the Companies Act, exceeding prescribed limits up to ₹5,000.00 crores.

Meeting Details and Next Steps

The board meeting commenced at 4:30 PM and concluded at 5:30 PM on January 2, 2026. Om Prakash Sambharia, Additional Director (DIN: 10088564), signed the regulatory filing. The company has indicated that further information regarding these developments will be submitted to the exchanges in due course.

All proposed measures require shareholder approval through special resolutions at the upcoming EOGM, reflecting the significant nature of these corporate restructuring initiatives.

Honasa Consumer Limited has announced the acquisition of a 95% stake in Reginald Men, a premium men's personal care brand, marking the company's strategic entry into the rapidly growing men's personal care market. The acquisition is valued at ₹95 crores enterprise value on a no cash, no debt basis, subject to closing adjustments.

Strategic Entry into Men's Personal Care Market

The acquisition positions Honasa Consumer to capitalize on India's expanding men's personal care market, which is projected to nearly double from ₹20,000 crores today to ₹40,000 crores by 2032. The market is experiencing clear demand inflection with rapid premiumization and heightened awareness driving evolving self-care mindsets among Indian men.

About Reginald Men Brand

Launched in August 2022, Reginald Men offers curated men's personal care products with sunscreens as its core offering. The brand has built rapid traction based on performance and clear benefit messaging, establishing itself as the number one searched men's sunscreen brand on Google. The brand demonstrates strong multi-benefit propositions, offering sun protection and moisturization in single products.

Financial Terms and Performance

The transaction involves acquiring 95% stake initially, with the remaining 5% to be acquired after 12 months based on pre-agreed valuation criteria. Reginald Men's financial performance shows strong fundamentals with significant revenue generation and positive EBITDA margins.

Strategic Rationale and Growth Opportunities

The acquisition complements Honasa Consumer's existing portfolio of brands including Mamaearth, The Derma Co, Aqualogica, BBlunt, and others. Reginald Men's strong traction in South India, contributing 80% of sales, strengthens Honasa's market share in southern states where the company sees distinct regional preferences and significant growth potential.

The deal provides Honasa with opportunities to scale into multiple personal care categories for men using existing product equity, expand beyond current direct-to-consumer channels into offline, e-commerce and quick commerce platforms, and grow beyond South India with localized go-to-market strategies.