**Exchange:** BSE | **Scrip Code:** 530565 | **Sector:** Baby Care & Textiles Popees Cares Limited (formerly **Archana Software Limited**) is an Indian consumer goods company currently undergoing a total strategic transformation. Following a change in management and control in **September 2023**, the company has pivoted from legacy software development and fabric trading to become a specialized player in the premium baby care and kids' apparel segment. Operating under the established **'Popees'** brand, the company is currently restructuring its balance sheet and operational framework to scale its presence in the Indian retail market. --- ### **Strategic Pivot & Brand Ecosystem** The company’s core strategy centers on capturing the high-growth infant and children's wear market by leveraging the "Popees" brand identity. * **Brand Licensing Model:** The company operates under a **Brand Royalty Agreement** (effective July 2024) with Promoter **Shaju Thomas**. The company pays a royalty of **up to 5% of revenues** generated from products sold under the 'Popees' trademark. * **Product Portfolio:** * **Infant Wear:** Specialized, skin-friendly clothing for newborns and infants, including summer collections and frocks. * **Personal Care:** Baby wipes, shampoos, body washes, soaps, and specialized fabric washes. * **Essentials & Accessories:** Diapers, dry sheets, toys, and various non-apparel infant accessories. * **Omnichannel Distribution:** The business model integrates **e-commerce platforms** with a growing physical footprint through **Exclusive Brand Outlets (EBOs)** and strategic retail partnerships. * **Corporate Identity Evolution:** To align with its new focus and avoid trademark conflicts while eyeing international expansion, the company rebranded from **Archana Software Limited** to **Popees Cares Limited** in April 2024, with a further proposed name change to **Koiya International Limited** initiated in January 2026. --- ### **Financial Restructuring & "Right-Sizing" Initiatives** To address historical baggage and prepare for growth, the company is executing a drastic financial cleanup. **Capital Reduction Program (2025):** The company has initiated a **99% reduction** of its paid-up equity share capital to wipe out accumulated losses of approximately **₹6.69 Crore**. This move is designed to reflect the actual asset value and improve the company’s ability to raise future debt and equity. | Metric | Pre-Reduction | Post-Reduction (Proposed) | | :--- | :--- | :--- | | **Paid-up Equity Capital** | **₹6,04,42,500** | **₹6,02,180** | | **Total Equity Shares** | **60,44,250** | **60,218** | | **Face Value per Share** | **₹10** | **₹10** | | **Accumulated Losses** | **₹6.69 Crore** | Offset by **₹5.98 Crore** | **Historical Performance Summary:** The company is currently in a "pre-revenue" or "early-transition" phase regarding its new business model, with historical figures reflecting the previous inactive state. | Period | Revenue | Net Profit / (Loss) | Net Worth | | :--- | :--- | :--- | :--- | | **H1 FY 2025-26** | *Transitioning* | *Loss Incurred* | **(₹87.69 Lakhs)** | | **FY 2022-23** | **₹1,000** | **(₹3,45,508)** | *Negative* | | **FY 2021-22** | **₹20,000** | **(₹14,25,188)** | *Negative* | --- ### **Operational Infrastructure & Related Party Framework** The company utilizes an asset-light model, relying on a robust network of related-party entities for manufacturing and supply chain requirements. * **Strategic Supply Chain:** The Board has approved massive related-party transaction limits of **₹100 Crore per financial year** (through 2029) with **Popees Baby Care LLP**, **Popees India Private Limited**, and **Esthana Designs (OPC) Private Limited**. * **Asset Profile:** As of **March 31, 2025**, the company reported **no inventory** and **no immovable property**, reflecting a transitionary phase where operations are being shifted to the new management's infrastructure. * **Geographic Shift:** While the registered office was historically in **Chennai, Tamil Nadu**, the company is centralizing operations in **Kozhikode, Kerala**, to be near the promoters' primary manufacturing base. --- ### **Capital Raising & Governance Structure** The new management has authorized significant fundraising to provide the working capital necessary for the retail rollout. * **Authorized Capital:** **₹20,00,00,000** (2 Crore shares of **₹10** each). * **Fundraising:** Approved the issuance of **25,02,443 Fully Convertible Warrants** to promoters at **₹51.15 per warrant**, aggregating to **₹12.80 Crore**. * **Borrowing Power:** The Board increased borrowing limits to **₹200 Crore** and approved short-term loans from Directors up to **₹20 Crores**. * **Leadership:** * **Linta Purayidathil Jose (Whole-Time Director):** **15+ years** experience in kids' wear; leads Design and Category. * **Shaju Thomas (Director):** Industry veteran with **18+ years** in the baby care sector. --- ### **Risk Factors & Investment Considerations** Investors should weigh the company's growth potential against significant execution and regulatory hurdles. * **Going Concern Risk:** The company’s survival is strictly contingent upon the successful infusion of capital from promoters and the immediate generation of revenue from the new baby care line. * **Regulatory Compliance History:** The company has faced **SEBI administrative warnings** (regarding non-disclosure of shares from 2015-2023) and **BSE fines** for delays in appointing Key Managerial Personnel (CFO and Company Secretary). * **Market Pressures:** The baby care segment is highly competitive. The company faces volatility in **cotton prices** and rising costs for dyes and chemicals. There is also a notable consumer shift toward cheaper synthetic fibers which may impact the premium cotton-based "Popees" strategy. * **Liquidity & Surveillance:** The stock has historically been under **Enhanced Surveillance Measure (ESM)** Stage 2 on the BSE due to its low market capitalization and financial volatility. * **Operational Inactivity:** Having had no major business activity for the **5 years** prior to the 2023 acquisition, the company is essentially a "start-up" within a listed shell, carrying all associated early-stage execution risks.