Popees Cares Limited has submitted an explanation to BSE regarding the delayed disclosure of director resignations under SEBI regulations. The company addressed the delayed filing through a formal communication dated December 29, 2025, explaining the circumstances that led to non-compliance with prescribed timelines.

Director Resignations

The delayed disclosures pertained to the resignations of two key directors from the company's board:

The Board of Directors duly acknowledged and accepted both resignations on their respective dates, indicating proper internal governance procedures were followed.

Technical Issues Behind Delay

Popees Cares Limited attributed the delayed submission to technical difficulties that impacted their compliance capabilities. The company experienced server downtime during the relevant period, which affected access to official emails and internal records necessary for completing the required disclosures.

The technical issues prevented the company from accessing essential documentation and systems needed to prepare and upload the resignation disclosures within SEBI's prescribed timeframe. Upon restoration of their systems, the company promptly submitted all required disclosures along with relevant supporting documents.

Regulatory Compliance Commitment

In its communication to BSE, Popees Cares Limited emphasized that the delay was unintentional and occurred solely due to technical reasons. The company reaffirmed its commitment to maintaining timely compliance with all applicable SEBI regulations and listing obligations.

The company has indicated that it has implemented measures to prevent similar delays in future regulatory filings. Director Shaju Thomas (DIN: 06412983) signed the explanation letter on behalf of the company, formally requesting BSE to take the explanation on record.

Popees Cares Limited has announced its unaudited financial results for the quarter ended September 30, along with significant corporate developments including a proposed name change and board reconstitution. The company reported a net loss of ₹10.89 lacs for Q2.

Financial Performance Overview

The company's financial results for Q2 show continued losses, with no revenue from operations during the quarter. The financial performance comparison reveals the extent of operational challenges:

For the half-year period ended September 30, the company reported a total comprehensive loss of ₹17.08 lacs compared to ₹14.02 lacs in the corresponding period of the previous year. The company's expense structure during Q2 included employee benefit expenses of ₹1.67 lacs and other expenses of ₹9.22 lacs.

Corporate Developments

The Board of Directors approved several important corporate actions during their meeting held on November 14:

Board Reconstitution

Significant changes occurred in the company's leadership structure. Mr. Sivadas Chettoor (DIN 01773249) resigned from the Board effective November 13, citing health reasons. Mrs. Indu Kamala Ravindran (DIN 09252600) also resigned effective November 14, due to professional commitments.

To fill the leadership gap, the Board appointed Mr. Swaroj Kumar Choudhury (DIN: 11143083) as an Additional Director (Non-Executive – Independent) for a five-year term commencing November 14. Mr. Choudhury is an MBA graduate with over 25 years of experience and will serve on various board committees subject to member approval.

Going Concern Considerations

Despite the erosion of net worth to negative ₹81.69 lacs due to accumulated losses of ₹686.12 lacs, the financial statements have been prepared on a going concern basis. The company's ability to continue operations depends on additional fund infusion from promoters or shareholders and generating business revenue. The management remains hopeful of resolving these financial challenges and expects to generate revenues that will improve the company's financial position.

The proposed name change to "Goodies International Ltd" is subject to approval from shareholders and regulatory authorities including the Ministry of Corporate Affairs and Registrar of Companies. The Board meeting was conducted from 5:00 PM to 5:35 PM on November 14, with all decisions taken in compliance with SEBI listing regulations.