Popees Baby Care India Ltd Management Discussions

For the Financial Year 2025-26 (year ended 31st March, 2026)

[Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Popees Baby Care India Limited (formerly Hari Govind International Limited), originally incorporated under the Companies Act, 1956, has its Registered Office situated in the State of Maharashtra and its Corporate Office in the State of Kerala. During the year under review, the Company underwent a change in management and control with effect from 7th February, 2026, and, pursuant to approval of the Members, re-aligned its objects to carry on business as manufacturer, maker, processor, buyer, seller, distributor, importer and exporter of ready-made garments and textiles, baby food, health drinks, beverages, toys, and toiletries and hygiene products of all kinds, across the globe, offline as well as online through websites and mobile applications. Consequent to the said change, the name of the Company was changed to Popees Baby Care India Limited with effect from 22nd April, 2026.

During the year under review, the Companys activity remained at an early/revival stage, with the textile and readymade garments trading vertical accounting for the Companys only recorded operating income, while the baby food, health drinks, toys and toiletries/hygiene products verticals are yet to commence generating revenue. The Indian baby-care and infant- hygiene products industry, along with the broader FMCG and textile sectors, continues to grow steadily on the back of rising disposable incomes, growing awareness of hygiene and wellness, and the rapid expansion of e-commerce and D2C (direct- to-consumer) channels, which the Company intends to leverage as it scales up its operations.

Opportunities: The Companys re-entry into business, backed by an experienced new management team, provides an opportunity to build a diversified consumer-facing portfolio spanning garments and textiles, baby care, and allied hygiene and consumer products. Growing organised retail, online marketplaces and increasing consumer preference for branded, quality-assured baby-care and hygiene products present significant growth avenues, both domestically and through exports. The diversified enabling objects of the Company provide flexibility to reallocate focus toward higher-growth verticals as the business scales up.

Threats: The Company operates in a competitive environment with the presence of well-established national and international players across the baby-care, FMCG and textile segments. Volatility in raw material and input prices, changes in consumer preferences, regulatory changes relating to product safety/standards, and general macro-economic conditions could impact the Companys performance. The Companys accumulated losses and limited operating history in its re-aligned business lines also present execution risk during the initial phase of scale-up.

The Company operates in a single reportable business segment under applicable Accounting Standards. Performance across the principal business verticals contemplated under the Companys objects during the year under review is summarised below:

Revenue from operations for the year under review was entirely attributable to trading in readymade garments/textiles, reflecting the initial phase of the Companys revival under the new management. The baby food, health drinks and beverages, toys, and toiletries and hygiene products verticals are at a nascent stage and are expected to be scaled up in the coming years.

With the change in management, infusion of fresh capital through the preferential allotment of equity shares, and the re-alignment of the Companys objects towards baby care, garments, textiles and allied consumer products, the Board is optimistic about the Companys prospects. The management intends to scale up operations in a calibrated manner, build its product portfolio and distribution network, including online and app-based channels, in the ensuing years, while maintaining compliance and cost discipline.

• Market Risk - exposure to price fluctuations in textile, garment and other input/raw material costs, and to demand cyclicality across the Companys product verticals.

• Credit Risk - exposure to counterparties in trading, and to loans/advances extended in the ordinary course, including to related parties as disclosed in the notes to the Financial Statements.

• Liquidity Risk - the Companys ability to meet its short-term obligations, which the Board monitors on an ongoing basis; as at 31st March, 2026, the Companys current assets exceeded its current liabilities.

• Regulatory and Execution Risk - compliance with the Companies Act, 2013, SEBI Listing Regulations, FEMA (for any cross-border trade), and product-safety/labelling regulations applicable to baby-care, food and hygiene products, together with execution risk associated with scaling up newly re-aligned business lines.

• Foreign Exchange Risk - arising from any cross-border import/export activity undertaken as the Companys international trade scales up.

The Company has in place internal control systems commensurate with the size and nature of its business and operations, covering financial reporting, procurement and statutory compliance. These systems are periodically reviewed to ensure that transactions are properly authorised, recorded and reported, and assets are safeguarded against loss from unauthorised use or disposition, and are subject to review by the Statutory Auditors as part of the annual audit process.

Total income for FY 2025-26 was Rs.260.34 Lakhs, entirely comprising revenue from operations, as against Nil in FY 2024-25 (the Company having had no revenue from operations or other income in that year). Total expenses increased to Rs.251.02 Lakhs (FY 2024-25: Rs.9.40 Lakhs), on account of the commencement of trading operations during the year, resulting in a profit before tax of Rs.9.32 Lakhs as against a loss before tax of Rs.9.40 Lakhs in the previous year.

* NM: Not Meaningful, on account of Nil or negligible base figures in the previous year and/or a change in sign (loss to profit) during the year under review.

The Company had no employees on its rolls during a substantial part of the year under review other than its Key Managerial Personnel. Consequent to the change in management, the Company is in the process of building its human resource base to support its new business operations. Industrial relations remained cordial during the year, with no material disputes reported.

In accordance with the applicable disclosure requirements under Schedule III to the Companies Act, 2013, the following key financial ratios are presented, together with explanations for any change of 25% or more as compared to the immediately preceding financial year:

* NA: Not Applicable; NM: Not Meaningful, in each case for the reasons stated in the Explanation column above.

Return on Net Worth (RONW), computed as Profit/(Loss) after Tax divided by closing Net Worth, stood at 1.29% for FY 202526 as against (2.67)% for FY 2024-25. The improvement in RONW is primarily attributable to the Company recording a profit after tax of Rs.9.00 Lakhs during the year, as against a loss after tax of Rs.9.00 Lakhs in the previous year, following the revival of business operations under the new management, coupled with the increase in Net Worth pursuant to the preferential allotment of equity shares during the year.

The financial statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other generally accepted accounting principles in India. There has been no deviation from the prescribed Accounting Standards in the preparation of the financial statements for the year under review.

Save and except as disclosed elsewhere in this Report and this Annual Report — including the change in management and control of the Company, the change of name to Popees Baby Care India Limited, the re-alignment of the Companys objects, the reclassification of promoters, and the preferential allotment of equity shares — there have been no other material developments during the year under review which, in the opinion of the Board, are likely to have a material impact on the operations, performance or financial position of the Company.

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations may be forward-looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied due to various risks and uncertainties, including changes in government regulations, tax laws, economic conditions, demand-supply conditions, raw material prices, exchange rate fluctuations and other factors over which the Company does not have direct control. The Company assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.