Popees Baby Care India Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

POPEES BABY CARE INDIA LIMITED

(Formerly known as Hari Govind International Limited)

Your Directors are pleased to present the 38th Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2026 ("Reporting Period").

1. FINANCIAL RESULTS

The highlights of the Companys financial statements on a standalone basis are summarised below:

	in Lakhs, unless otherwise stated)
Particulars	2025-26	2024-25
Revenue from Operations	260.34	-
Other Income	-	-
Total Revenue	260.34	-
Total Expenses	251.03	9.41
Profit / (Loss) before Exceptional Items and Tax	9.31	(9.41)
Exceptional Items	-	-
Profit / (Loss) before Tax	9.31	(9.41)
Tax Expense (including deferred tax)	-	-
Profit / (Loss) after Tax	9.31	(9.41)
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	9.31	(9.41)
Earnings Per Share - Basic & Diluted (Rs.)	0.19	(0.19)

Note: The Company changed its name from Hari Govind International Limited to Popees Baby Care India Limited during the year, and figures for FY 2024-25 pertain to the erstwhile entity.

2. STATE OF COMPANYS AFFAIRS / PERFORMANCE REVIEW

During the reporting period, the Company earned a Total Revenue of Rs.260.34 Lakhs as against Nil in the previous year and reported a Profit before Tax of Rs.9.31 Lakhs as against a Loss before Tax of Rs.9.41 Lakhs in the previous year. The improvement is primarily on account of the change in management and the consequent revival of business activity.

The year under review has been transformational for the Company. Pursuant to a change in the control and management of the Company effected through an open offer and share transfer, a new Board of Directors and management team was inducted with effect from 7th February, 2026.

Consequent to the change in management and business focus, the name of the Company was changed from Hari Govind International Limited to Popees Baby Care India Limited vide Special Resolution passed by the Members at the ExtraOrdinary General Meeting held on 14th April, 2026, and the fresh Certificate of Incorporation pursuant to change of name was issued by the Registrar of Companies, Mumbai on 22nd April, 2026.

3. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the following material changes and commitments have occurred between the end of the financial year (31st March, 2026) and the date of this Report, affecting the financial position of the

Company:

• Change of Name: The name of the Company was changed from Hari Govind International Limited to Popees Baby Care India Limited vide Special Resolution passed by the Members at the Extra-Ordinary General Meeting held on 14th April, 2026, and the fresh Certificate of Incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai on 22nd April, 2026.

• Reclassification of Promoters: Pursuant to approval accorded by the Members at the Extra-Ordinary General Meeting held on 14th April, 2026, Mr. Jugalkishore Harikishan Maniyar and Mrs. Sunita Jugalkishore Maniyar, the erstwhile promoters of the Company, were reclassified from the Promoter and Promoter Group category to the Public category, and Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose were classified as the new Promoters of the Company, in accordance with Regulation 31A of the SEBI Listing Regulations.

• Change in Statutory Auditor: M/s. C.V. Paturkar & Co., Chartered Accountants, resigned as Statutory Auditors of the Company with effect from 14th August, 2026, after conducting the statutory audit for FY 2025-26 and the Limited Review for the quarter ended 30th June, 2026. The Board of Directors has appointed M/s. Manikandan & Associates, Chartered Accountants, as Statutory Auditors to fill the resultant casual vacancy, subject to the approval of the Members at this Annual General Meeting, as more particularly detailed under the Statutory Auditors section of this Report.

Save and except as stated above, no other material changes and commitments have occurred between the end of the financial year and the date of this Report which affect the financial position of the Company.

4. CHANGE IN NATURE OF BUSINESS

Other than the re-alignment of the Companys objects and business focus as stated above, there has been no other change in the nature of business of the Company during the year under review.

5. DIVIDEND

In view of the accumulated losses and to conserve resources for the Companys growth plans, your Directors do not recommend any dividend for the financial year 2025-26.

5. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the General Reserve for the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the Reporting Period, as stipulated under the Listing Regulations, is presented in a separate section, which forms part of this Annual Report.

7. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31st March, 2026 will be made available on the Companys website upon finalisation.

8. BOARD EVALUATION

The Nomination and Remuneration Committee has formulated criteria for evaluating the performance of the Board, its Committees and individual Directors, including Independent Directors. The evaluation criteria include attendance and participation in meetings, preparedness, quality of contribution and deliberations, strategic inputs, knowledge and understanding of the Companys business, and commitment towards the interests of shareholders and other stakeholders.

In accordance with the provisions of the Companies Act, 2013 and the applicable SEBI Listing Regulations, the Board carried out an annual evaluation of the performance of the Board as a whole, its Committees and individual Directors, including Independent Directors, based on the aforesaid criteria.

The performance of the Board and its Committees was evaluated with reference to their composition, effectiveness, functioning and contribution. The individual performance of the Directors was assessed on the basis of their contribution to the Board and Committee meetings, including their preparedness, meaningful participation and constructive inputs.

The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors and the Board as a whole, taking into consideration the views of the Executive and Non-Executive Directors.

The evaluation of Independent Directors was undertaken by the Board, excluding the Director being evaluated, and covered their performance as well as fulfilment of the applicable criteria for independence. No Director participated in the evaluation of his or her own performance.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the Reporting Period, the Company was not required to transfer any amount and equity shares to the Investor Education and Protection Fund as per the provisions of Section 125 of the Act.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company during the year under review.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS (SECTION 186)

Details of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilised, are provided in the notes to the Financial Statements forming part of this Annual Report.

12. RELATED PARTY TRANSACTIONS

During the reporting period, the Company entered into transactions with related parties in the ordinary course of business and on an arms length basis.

The principal related party transactions of the Company comprise purchase of finished goods from a related party entity, with which the Company has common directors/promoters. The said purchases form part of the ordinary course of the Companys business, as the Company is engaged in the business of purchasing and reselling finished baby care products.

The transactions with related parties were reviewed by the Audit Committee and the Board in accordance with the applicable provisions. The Company has complied with the applicable provisions relating to related party transactions.

Details of related party transactions are disclosed in Note No. 21 to the Financial Statements. The particulars of contracts or arrangements with related parties, as applicable under Section 188 of the Companies Act, 2013, are provided in Form AOC-2 is enclosed herewith as Annexure - I.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

• Conservation of Energy:

The steps taken or impact on conservation of energy: N.A.

The steps taken by the Company for utilising alternate sources of energy: N.A.

The capital investment on energy conservation equipment: N.A.

• Technology Absorption:

The efforts made towards technology absorption: N.A.

The benefits derived, like product improvement, cost reduction, product development or import substitution: N.A. In case of imported technology (imported during the last three years): N.A.

The expenditure incurred on Research and Development: N.A.

• Foreign Exchange Earnings and Outgo:

Not Applicable.

14. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate business risks and threats that may impact the achievement of its objectives. The Board periodically reviews the risks associated with the business of the Company and steps taken for their mitigation.

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements, commensurate with the size, scale and complexity of its operations. During reporting period, such controls were tested and no reportable material weaknesses in the design or operation were observed.

16. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and an Internal Complaints Committee, including its constitution, are in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. Your Company believes that a sustainable company is built on a foundation of good governance that promotes ethical behaviour at all levels and continues to reinforce the right environment.

During the Financial Year 2025-26, the Company has not received any complaint of sexual harassment of women at workplace and hence, there were no complaints pending for redressal as at the end of Reporting Period.

17. SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company was increased from Rs.5,25,00,000/- (Rupees Five Crore Twenty-Five Lakh only) divided into 52,50,000 Equity Shares of Rs.10/- each to Rs.10,25,00,000/- (Rupees Ten Crore Twenty-Five Lakh only) divided into 1,02,50,000 Equity Shares of Rs.10/- each, with the approval of the Members.

Further, the Company allotted equity shares on preferential basis, pursuant to which the issued, subscribed and paid-up Share Capital of the Company increased from Rs.5,00,00,000/- (50,00,000 Equity Shares of Rs.10/- each) to Rs.8,52,50,000/- (85,25,000 Equity Shares of Rs.10/- each). The funds raised through the preferential allotment have been utilised for the purposes stated in the respective offer documents / explanatory statements.

18. CHANGE IN PROMOTERS / SUBSTANTIAL ACQUISITION OF SHARES

During the year under review, Mr. Jugalkishore Harikishan Maniyar and Mrs. Sunita Jugalkishore Maniyar, the erstwhile promoters of the Company, sought reclassification from the Promoter and Promoter Group category to the Public category. The Members, at the Extra-Ordinary General Meeting held on 14th April, 2026, approved the said reclassification of promoters in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Consequent to the acquisition of 9,00,800 equity shares of the Company through an open offer and inter-se transfer of shares from the erstwhile promoters, Mr. Shaju Thomas and Mrs. Linta Purayidathil Jose have been classified as the new Promoters of the Company.

19. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India during the year under review.

20. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism / Whistle Blower Policy to deal with instances of unethical behaviour, fraud and violation of the Companys Code of Conduct. The said policy is available on the website of the Company and provides for adequate safeguards against victimisation of persons who use such mechanism.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes took place in the Board of Directors of the Company during the year under review, consequent to the change in management:

(a) Changes in Directors

Name	DIN	Designation	Nature of Change	Effective Date
Mr. Mayur Bhailal Bhanushali	08594476	Additional Director	Cessation	14/05/2025
Mr. Reveesh Moolamkuzhiyil Varghese	07671512	Additional Director (Independent)	Appointment	14/05/2025
Mr. Rishin Rasheed	09801238	Additional Director (Independent)	Appointment	14/05/2025
Mr. Aneesh Kumar Kuniyil Kuniyil	11093470	Whole-time Director	Appointment	14/05/2025
Mr. Aneesh Kumar Kuniyil Kuniyil	11093470	Whole-time Director	Resignation	03/02/2026
Mr. Jugalkishore Harikishan Maniyar	00094237	Whole-time Director	Resignation	14/02/2026
Mrs. Sunita Jugalkishore Maniyar	01796143	Director	Resignation	14/02/2026
Ms. Aruna Mahesh Menkudale	10204791	Independent Director	Resignation	14/02/2026
Mr. Shaju Thomas	06412983	Managing Director	Appointment	07/02/2026
Mrs. Linta Purayidathil Jose	06413031	Non-Executive Director	Appointment	07/02/2026

Mr. Reveesh Moolamkuzhiyil Varghese (DIN: 07671512) and Mr. Rishin Rasheed (DIN: 09801238), appointed as Additional Directors (Independent) with effect from 14th May, 2025, were regularised as Independent Directors of the Company, each for a term of 5 (five) years, by the Members at the Extra-Ordinary General Meeting held on 13th June, 2026.

Mr. Shaju Thomas (DIN: 06412983), appointed as Managing Director with effect from 7th February, 2026, was regularised and appointed as Managing Director of the Company for a term of 5 (five) years by the Members at the Extra-Ordinary General Meeting held on 14th April, 2026.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Linta Purayidathil Jose (DIN: 06413031), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment.

(b) Changes in Key Managerial Personnel (other than Directors)

Name	Designation	Nature of Change	Effective Date
Ms. Toral Shah	Company Secretary & Compliance Officer	Resignation	03/02/2026
Ms. Namrata J Maniyar	Chief Financial Officer	Resignation	03/02/2026
Ms. Divya Palliyil Sudhakaran	Company Secretary & Compliance Officer	Appointment	07/02/2026
Mr. Abhilash Thekkumpurath	Chief Financial Officer	Appointment	07/02/2026

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that they are not aware of any circumstance or situation which could impair or impact their ability to discharge their duties.

24. COMMITTEES OF THE BOARD

Consequent to the change in the composition of the Board, the Board Committees were reconstituted with effect from 3rd March, 2026, as detailed below:

(a) Audit Committee

Name of the Director	Designation	Category / Status
Mr. Rishin Rasheed (DIN: 09801238)	Non-Executive Independent Director	Chairperson
Mr. Reveesh Moolamkuzhiyil Varghese (DIN: 07671512)	Non-Executive Independent Director	Member
Mr. Shaju Thomas (DIN: 06412983)	Managing Director	Member

(b) Nomination and Remuneration Committee

Name of the Director	Designation	Category / Status
Mr. Reveesh Moolamkuzhiyil Varghese (DIN: 07671512)	Non-Executive Independent Director	Chairperson
Mr. Rishin Rasheed (DIN: 09801238)	Non-Executive Independent Director	Member
Mrs. Linta Purayidathil Jose (DIN: 06413031)	Non-Executive Director	Member

(c) Stakeholders Relationship Committee

Name of the Director	Designation	Category / Status
Mrs. Linta Purayidathil Jose (DIN: 06413031)	Non-Executive Director	Chairperson
Mr. Shaju Thomas (DIN: 06412983)	Managing Director	Member
Mr. Reveesh Moolamkuzhiyil Varghese (DIN: 07671512)	Non-Executive Independent Director	Member

The role, powers and terms of reference of the above Committees are in accordance with the provisions of Section 177, 178 and

178 of the Companies Act, 2013 and Regulations 18, 19 and 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, respectively, and are set out in the Corporate Governance Report forming part of this Annual Report.

25. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors met on the following dates, the intervening gap between two consecutive meetings not exceeding the period prescribed under the Companies Act, 2013 and Secretarial Standard-1 (SS- 1):

Sl. No.	Date of Meeting	No. of Directors on Board	No. of Directors Present
1	14/05/2025	4	4
2	28/05/2025	6	4
3	14/08/2025	6	4
4	07/10/2025	6	4
5	14/11/2025	6	5
6	07/02/2026	5	4
7	03/03/2026	4	4

26. NUMBER OF MEETINGS OF THE COMMITTEES (a) Audit Committee

Sl. No.	Date of Meeting	No. of Members	No. of Members Present
1	28/05/2025	3	3
2	14/08/2025	3	3
3	14/11/2025	3	3
4	07/02/2025	3	3

(b) Nomination and Remuneration Committee

Sl. No.	Date of Meeting	No. of Members	No. of Members Present
2	07/02/2026	3	3

(c) Stakeholders Relationship Committee

Sl. No.	Date of Meeting	No. of Members	No. of Members Present
1	14/08/2025	3	3

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, subject to the observations of the Statutory Auditors regarding the audit trail feature of the accounting software as referred to above;

4. the Directors have prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and were operating effectively, subject to the observations of the Statutory Auditors as referred to under Internal Control Systems and their Adequacy above; 47

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operating effectively.

28. STATUTORY AUDITORS

M/s. C.V. Paturkar & Co., Chartered Accountants (FRN: 114085W), Statutory Auditors of the Company, conducted the statutory audit of the Company for the financial year ended 31st March, 2026 (Audit Report dated 30th May, 2026) and also carried out the Limited Review of the Companys unaudited financial results for the quarter ended 30th June, 2026. Thereafter, M/s. C.V. Paturkar & Co. tendered their resignation as Statutory Auditors of the Company with effect from 14th August, 2026, citing their pre-occupation with other assignments. The Board places on record its sincere appreciation for the services rendered by M/s. C.V. Paturkar & Co. during their tenure as Statutory Auditors.

Pursuant to Section 139(8) of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Manikandan & Associates, Chartered Accountants (Firm Registration No. [008520S]), Krishna Arcade, Near Marathompilly Krishna Temple, KSRTC Road, Chalakudy, Thrissur, Kerala - 680307, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. C.V. Paturkar & Co. The said appointment, together with the appointment of M/s. Manikandan & Associates as Statutory Auditors of the Company for a fresh term in accordance with Section 139(1) of the Companies Act, 2013, is being placed for the approval of the Members at this Annual General Meeting, as set out in the Notice convening the Meeting. M/s. Manikandan & Associates have confirmed that they are eligible for appointment under Section 141 of the Companies Act, 2013 and are not disqualified to act as Auditors of the Company.

The Auditors Report for the financial year ended 31st March, 2026, issued by M/s. C.V. Paturkar & Co., does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and do not call for any further comments under Section 134(3) of the Companies Act, 2013.

29. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Roy Jacob & Co., Company Secretaries (Proprietor: Mr. Roy Jacob, FCS No. 9017, C.P. No. 8220), Mumbai, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year ended 31st March, 2026. The Secretarial Audit Report issued by the Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure II.

The Secretarial Audit Report contains certain qualifications/observations. Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Boards explanations to each such qualification/observation are set out below:

(i) Non-publication of financial results / notices under Regulation 47 of the SEBI Listing Regulations

Observation: The Company had not complied with Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of publication of financial results and notices to shareholders.

Boards Explanation: The Board notes the observation. With effect from January, 2026, the Company has been publishing its financial results and all notices to shareholders, as required under Regulation 47 of the SEBI Listing Regulations, in one English daily newspaper and one Marathi daily newspaper having circulation in Nagpur, Maharashtra. The Company shall continue to ensure timely compliance with the said Regulation on an ongoing basis.

(ii) Delay in filing of financial results for the quarter ended 31st December, 2025

Observation: The financial results of the Company for the quarter ended 31st December, 2025 were submitted to the Stock Exchange on 21st December, 2026 [date as provided - please confirm, as this appears to be significantly later than the prescribed timeline and may require verification/correction].

Boards Explanation: The PDF submission of the standalone financial results for the said quarter was inadvertently omitted at the time of filing; however, the corresponding XBRL filing was completed within the prescribed timeline. Upon discovering the omission, the Company submitted the PDF of the financial results to the Stock Exchange without delay. The Company has since strengthened its internal filing checklist to prevent recurrence of such inadvertent omissions.

(iii) Non-compliance with Structured Digital Database (SDD) requirements under the PIT Regulations

Observation: The Company had not complied with the requirements relating to the Structured Digital Database (SDD) pursuant to Regulations 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Boards Explanation: The Board notes the observation. The Company has since registered with CDSL for maintenance of the Structured Digital Database (SDD) and has also engaged M/s. Purva Sharegistry (India) Pvt. Ltd. for in-house SDD compliance support, with effect from FY 2026-27. The Company is accordingly now compliant with the requirements of Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, and shall continue to ensure ongoing compliance.

30. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under the provisions of Companies Act, 2013.

31. NOMINATION AND REMUNERATION POLICY

Your Company has constituted a Nomination and Remuneration Committee, which has formulated a Nomination, Remuneration and Evaluation Policy to provide a framework and set standards for the nomination and remuneration of the Directors, Key Managerial Personnel and other employees, and evaluation of the Directors. The remuneration policy approved by the Board of Directors is available on the website of the Company at www.popeesbabycare.com .

32. BOARDS POLICIES

The Company has the following policies which are applicable as per the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, which are placed on the website of the Company at www.popeesbabycare.com .

Code of Conduct for Directors and Senior Management Personnel

• Code of Conduct for Insider Trading

• Code of Fair Disclosure of Unpublished Price Sensitive Information

• Web Archival Policy

• Policy on Prevention of Sexual Harassment of Women

• Policy on Materiality of Events

• Policy on Nomination and Remuneration

• Policy on Preservation of Documents

• Policy on Related Party Transactions

• Policy for Board Diversity

• Whistle Blower / Vigil Mechanism Policy

• Code for Independent Directors

• Policy on Determining Material Subsidiaries

Since the Companys Paid-Up Equity Share Capital and Net Worth continue to be less than Rs.10 Crores and Rs.25 Crores respectively, the provisions of the SEBI (LODR) Regulations, 2015 relating to compliance of Regulations 17 to 27 and applicable clauses of Regulation 46(2) and Part C, D and E of Schedule V (Corporate Governance provisions) are not applicable to the Company, in terms of Regulation 15 of the SEBI (LODR) Regulations, 2015.

33. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for the year under review.

34. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration in excess of the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review.

35. CORPORATE GOVERNANCE

As on 31st March, 2026, the Companys Paid-Up Equity Share Capital and Net Worth continue to be less than Rs.10 Crores and Rs.25 Crores respectively. Hence, compliance with Regulations 17-27 of the SEBI (LODR) Regulations, 2015 does not apply to the Company in terms of Regulation 15 thereof.

36. LISTING WITH STOCK EXCHANGES AND LISTING FEES

Equity Shares of the Company are listed on BSE Limited. The Company confirms that it has paid the Annual Listing Fees to BSE Limited for the financial year 2025-26.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the Company for the financial year ended 31st March 2026 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and under the provisions of the Companies Act, 2013 (the Act) is annexed as an Annexure II to this report.

38. COMPLIANCE WITH CODE OF CONDUCT

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Code of Conduct is available on the Companys website. All members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended 31 March 2026.

39. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

40. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961

During the Reporting Period, the Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

41. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the Reporting Period:

a. During the year under review, the Company has not issued any shares under any Employee Stock Option Scheme (ESOP) and has not undertaken any Buyback of its securities.

b. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

c. At present, Directors are not receiving any remuneration from the Company in view of the financial constraints; hence, the disclosure of the ratio of remuneration of each Director to the median employees remuneration, and other particulars under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

d. No fraud has been reported by the Auditors to the Audit Committee or the Board.

e. There was no instance of one time settlement with any Bank or Financial Institution.

f. There was no revision of financial statements and/or Boards Report of the Company.

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the co-operation and support extended by the Shareholders, Bankers, Regulatory Authorities, BSE Limited, the Registrar and Share Transfer Agent, customers, vendors and business associates. Your Directors also wish to place on record their appreciation for the dedication and commitment shown by the employees of the Company.

For and on behalf of the Board of Directors of
Popees Baby Care India Limited
Sd/-	Sd/-
Shaju Thomas	Linta Purayidathil Jose
Chairman & Managing Director	Director
DIN: 06412983	DIN:06413031
Place: Nagpur
Date: 08/09/2026