**BSE Scrip Code: 531971 | Group: P | ISIN: INE803B01017** Popees Baby Care India Limited (formerly **Hari Govind International Limited**) is currently undergoing a foundational strategic transformation. Following a change in management and ownership in **2025**, the company is pivoting from a legacy textile business toward a high-growth, multi-channel retail platform specializing in the mother and baby care segment. This transition involves a comprehensive rebranding, a significant expansion of authorized capital, and a geographic push into South Indian retail markets. --- ### **Strategic Reorientation & Management Change** The company’s trajectory shifted significantly in **May 2025** following a change in control and management. * **Acquisition & Open Offer:** New acquirers, **Mr. Shaju Thomas** and **Mrs. Linta Purayidathil Jose**, triggered a mandatory open offer to acquire up to **26%** of the expanded capital at **₹10 per share**. * **Corporate Rebranding:** In **April 2026**, the company officially transitioned from **Hari Govind International Limited** to **Popees Baby Care India Limited**. This aligns the corporate identity with the established **'Popees'** brand. * **Management Transition:** Following the completion of the Share Purchase Agreement (**SPA**) and Share Subscription Agreement (**SSA**), the new management has assumed operational control. The previous promoter group, led by **JugalKishore Maniyar HUF** and **Sunita Maniyar**, has applied for reclassification to the **"Public"** category. --- ### **Diversified Business Verticals** The company is moving away from its inactive textile roots to a diversified framework encompassing consumer goods and technology services. #### **1. Core Consumer Vertical (Popees Baby Care)** The primary focus is the manufacturing, distribution, and export of a comprehensive baby care ecosystem: * **Product Range:** Readymade garments (kidswear), baby food, health drinks, toys, toiletries, and hygiene products. * **Sales Channels:** A multi-channel strategy utilizing **Exclusive Brand Outlets (EBOs)**, third-party online platforms, and proprietary apps/websites. #### **2. IT & Consulting Diversification** The company has expanded its constitutional objects to include high-margin technology services: * **Software Services:** Design, development, and maintenance of enterprise software, **ERP**, and **e-commerce** solutions. * **IT-Enabled Services (ITeS):** Call center management, data processing, and back-office operations (HR, payroll, and accounting). * **Professional Consulting:** Business strategy, risk management, and financial advisory, specifically targeting entities in **SEZs** and **IFSCs**. --- ### **Capital Structure & Financial Headroom** To fund its aggressive pivot, the company has significantly expanded its financial capacity. | Metric | Current Status / Target | | :--- | :--- | | **Authorized Share Capital** | Increased from **₹5.25 Crores** to **₹10.25 Crores** | | **Paid-up Capital** | **₹5.00 Crore** (50,00,000 Equity Shares of **₹10** each) | | **Post-Dilution Capital** | **87,75,000** Equity Shares (following preferential allotment) | | **Preferential Allotment** | **37,75,000** equity shares at **₹10** per share | | **Borrowing Limit** | Approved up to **₹100 Crores** (u/s 180(1)(c)) | | **Investment/Loan Limit** | Approved up to **₹100 Crores** (u/s 186) | | **Dividend Status** | **Nil** (Profits reinvested into restructuring) | --- ### **Expansion Roadmap & Capital Allocation** The management is deploying capital to build a physical retail footprint across South India. * **Geographic Focus:** Targeted store openings in **Andhra Pradesh, Telangana, Karnataka, Tamil Nadu, and Kerala**. * **Infrastructure Budget:** * **₹6,000,000** for **Civil Work** for new retail outlets. * **₹9,450,000** (total estimate) for **Interior Work**, with **₹6,000,000** to be deployed within **12 months** of the Open Offer completion. * **₹2,400,000** for **Office Equipment** and corporate infrastructure. * **Interim Fund Management:** Pending deployment for retail expansion, proceeds are parked in **fixed deposits** or **liquid mutual funds** to ensure capital preservation. --- ### **Intellectual Property & Technical Know-how** A key pillar of the company’s strategy is the commercialization of intangible assets to drive manufacturing excellence. * **IP Acquisition:** The company is structured to aggressively pursue **patents, patent-rights, brevets, and inventions** related to baby care and textile technology. * **Brand Management:** Active management of **copyrights, trade-marks, and licenses** to maintain market exclusivity for the 'Popees' brand. * **Revenue Generation:** The strategy includes granting **exclusive or non-exclusive licenses** to third parties in exchange for **royalties and fees**. * **R&D Focus:** Continuous investment in **experimenting, testing, and improving** existing patents to increase their commercial value and technical efficiency. --- ### **Operational Infrastructure** The company maintains a lean structure, centralized at its registered office in **Nagpur, Maharashtra**. * **Listing Status:** Listed on **BSE Limited** (Scrip Code: **531971**). * **Trading Liquidity:** Currently **infrequently traded** (Group ‘P’). No volume was recorded between May 2024 and April 2025, reflecting its status as a turnaround play. * **Asset Base:** Maintains freehold land and buildings. Physical verification of inventory and assets is conducted periodically by management, with no material discrepancies reported in recent cycles. * **Debt Profile:** The company maintains a **zero-debt status** regarding public deposits and has no outstanding warrants or convertible debentures. --- ### **Risk Framework & Governance Challenges** While the company operates under a **Reliance Management System (RMS)** for risk governance, it faces several compliance and operational hurdles. #### **1. Regulatory & Compliance Risks** Recent secretarial audits have identified significant lapses that the new management must address: * **Insider Trading:** Failure to maintain the **Structured Digital Database (SDD)** as required by **SEBI** regulations. * **Disclosure Lapses:** Non-compliance with **Regulation 47** of **SEBI (LODR)** regarding the publication of financial results in newspapers. * **Board Composition:** Historical issues with maintaining the required number of **Independent Directors** (e.g., only one director in FY 2022-23). * **Listing Requirements:** The company must ensure it maintains the **Minimum Public Shareholding (MPS)** of **25.00%** following the recent preferential allotments and open offer. #### **2. Operational & Market Risks** * **Execution Risk:** The company is transitioning from an inactive shell to an active retailer; establishing a steady revenue stream from new verticals is the primary immediate challenge. * **Liquidity Risk:** Low trading volume on the BSE may impact the ability of investors to enter or exit positions without significant price impact. * **Strategic Growth:** To mitigate entry barriers, the company is authorized to enter into **Joint Ventures** and partnerships to facilitate rapid scaling in the baby care and technology markets.