Popees Baby Care Approves ₹511-Crore Share-Swap Transaction to Acquire Operating Business

Kerala-based baby care and kidswear brand Popees has announced a significant corporate restructuring involving a ₹511.33-crore share-swap transaction. Popees Baby Care India Ltd, formerly known as Hari Govind International Ltd, has approved the acquisition of a 99.31 per cent stake in Popees Baby Care Products Ltd.

According to the company, the transaction is designed to align the Popees brand and its core operating business with the listed entity. This move provides the business with direct access to capital markets to fund its upcoming growth strategy.

As part of the share-swap arrangement, Popees Baby Care India will issue up to 2,60,44,323 equity shares and 98,53,471 fully convertible warrants, bringing the total value to approximately ₹511.33 crore. The warrants are set to be convertible into equity shares within 18 months of allotment. Following the completion of the transaction, promoter holding in the listed entity is expected to stand at 69.63 per cent.

To facilitate this restructuring, the board of directors has also approved a proposal to increase the authorised share capital of Popees Baby Care India from ₹10.25 crore to ₹47 crore. This increase remains subject to shareholder approval.

The acquisition and preferential issue will be presented to shareholders at an extraordinary general meeting scheduled for November 18, 2026. The transaction is contingent upon receiving both shareholder approval and the requisite stock exchange clearances.

Established in 2003, Popees operates as an integrated baby care and kidswear brand with manufacturing facilities across Kerala, Karnataka, and Tamil Nadu. The company reports a combined installed production capacity of approximately nine lakh sets per month. For financial year 2026, the company posted revenue from operations of ₹161.93 crore, marking a 19.7 per cent increase from ₹135.30 crore in FY25.

With the operational alignment secured through the merger, Popees plans to scale its retail footprint beyond South India. The brand targets a network of 1,000 stores over the next four years, alongside plans to enter GCC markets. The company noted that its existing manufacturing network provides the necessary foundation for this rollout without requiring immediate major capital expenditure.

"This ₹511-crore share-swap transaction represents a strategic consolidation for Popees, bringing its operating business under a listed vehicle. By utilizing an equity and warrant structure rather than heavy immediate cash deployment, the company secures capital market access while preserving liquidity. Leveraging existing manufacturing capacities across three states to drive a 1,000-store retail rollout and international expansion into the GCC markets is a practical approach to scaling an established domestic brand." — Dr. Shishir Gupta, Founder & CEO, StartupLanes