VMPL

Kochi (Kerala) [India], June 3: Popees Group has announced a key development in its corporate growth journey with the acquisition and renaming of Hari Govind International Limited as Popees Baby Care India Limited. The move aligns the listed entity with the Group's established business activities in the baby care and kidswear segment and forms part of its broader business integration strategy.

The Board of Popees Baby Care India Limited (formerly Hari Govind International Limited) has considered and deliberated upon a proposed strategic acquisition and investment transaction involving Popees Baby Care Products Limited (PBCPL). The proposed transaction is intended to be undertaken through a share swap arrangement by way of a preferential issue of securities of the listed company for consideration other than cash, subject to receipt of requisite statutory, regulatory, and shareholder approvals.

The proposed transaction seeks to bring the operating business of Popees Baby Care Products Limited under the listed entity, creating a unified corporate structure for the Group's baby care and kidswear operations.

As part of the deliberations, the Board reviewed the valuation parameters, commercial terms, and indicative swap mechanism for the proposed transaction. Based on preliminary assessments, an indicative share swap ratio of approximately 1.3:1 has been discussed, subject to final valuation reports, fairness opinions, due diligence findings, negotiated transaction documents, and applicable statutory and regulatory approvals. The company has clarified that the swap ratio is indicative in nature and will be subject to final determination and approval by the Audit Committee.

Popees Baby Care Products Limited, which is proposed to be integrated into the listed entity, reported provisional gross revenue of 162.40 crore and revenue from operations of 162.01 crore for the financial year ended March 31, 2026. EBITDA stood at 29.96 crore, while profit before tax was 23.63 crore and profit after tax was 18.31 crore. For FY25, the company reported gross revenue of 136.03 crore, revenue from operations of 135.30 crore, EBITDA of 18.12 crore, profit before tax of 10.44 crore, and profit after tax of 7.37 crore. For FY24, gross revenue stood at 123.18 crore, EBITDA at 11.47 crore, profit before tax at 2.65 crore, and profit after tax at 1.83 crore.

Popees Baby Care India Limited (formerly Hari Govind International Limited) reported provisional gross revenue and revenue from operations of 2.60 crore for FY26. The company reported profit before tax of 0.10 crore and profit after tax of 0.08 crore during the period.

The proposed integration is expected to enable the consolidation of business operations under the listed entity and provide a platform for the Group's future business plans in the baby care and kidswear segment. The transaction would also align the listed company's activities with the operating business of the Popees Group.

Over the years, Popees has established a presence in the baby apparel and childcare products segment through its portfolio of baby clothing, infant care products, and related offerings. According to Tracxn, the company is among the tracked players in India's baby and maternity wear segment and is ranked among the leading companies in the category. The proposed transaction represents a step towards integrating these operations within a listed corporate structure.

The proposed acquisition and share swap arrangement remain subject to completion of due diligence, valuation exercises, fairness opinions, execution of definitive agreements, and receipt of applicable statutory, regulatory, and shareholder approvals.

Upon completion of the proposed transaction and receipt of necessary approvals, Popees Baby Care Products Limited is expected to be integrated with Popees Baby Care India Limited, bringing the Group's operating business under the listed entity.

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