Popees Cares Holds EGM, Approves Name Change and Strategic Resolutions

Popees Cares Limited conducted its Extraordinary General Meeting (EGM) on Saturday, February 21, 2026, through Video Conferencing / Other Audio Visual Means (VC/OAVM), where shareholders approved several key resolutions, including a proposal to change the company’s name to Koiya International Limited.

The company informed BSE Limited, where its shares are listed under Scrip Code 530565, about the outcome of the meeting in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The EGM began at 12:00 P.M. (IST) and concluded at 12:26 P.M. (IST), marking an important corporate milestone for the company as it seeks to reposition itself strategically.

Conduct of the Extraordinary General Meeting

The EGM was convened in accordance with the Notice dated January 15, 2026. The meeting was held entirely through video conferencing, in line with guidelines issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI).

The company ensured compliance with regulatory requirements governing virtual meetings, including:

• Providing remote e-voting facility

• Sending electronic notices to registered email IDs

• Making statutory registers available for inspection

• Appointing a Scrutinizer for overseeing voting

The meeting was chaired by Mr. Shaju Thomas (DIN: 06412983), Director and Chairperson of the EGM.

Participation and Quorum Details

As per the disclosure, the total number of shareholders as on the cut-off date of February 14, 2026, stood at 7,242. A total of 47 members attended the meeting through video conferencing.

The requisite quorum being present, the Chairperson called the meeting to order at 12:00 P.M.

Since the meeting was conducted via VC/OAVM, there was no physical attendance, and therefore the requirement for appointing proxies was not applicable.

E-Voting Process and Scrutinizer

The Chairperson informed shareholders that the company had provided the facility of remote e-voting through CDSL.

Key details of the voting process were as follows:

• Remote e-voting commenced at 9:00 A.M. (IST) on February 18, 2026

• Remote e-voting concluded at 5:00 P.M. (IST) on February 20, 2026

• E-voting facility was also made available during the EGM

• The e-voting window remained open for 30 minutes after the conclusion of discussions

The company appointed M/s. Suprabhat & Co., Practicing Company Secretary, Proprietor Mr. Suprabhat Chakraborty (Membership No. A41030, CP No. 15878), as the Scrutinizer to ensure that the voting process was conducted in a fair and transparent manner.

The Chairperson also informed that the combined results of remote e-voting and e-voting during the meeting would be announced within the prescribed timelines and disclosed to BSE.

Key Resolutions Passed at the EGM

All agenda items placed before the shareholders were classified as Special Resolutions, indicating that they required approval by a supermajority.

The following six special business items were considered and passed:

1. Change of Name of the Company

Shareholders approved the proposal to change the name of the company from Popees Cares Limited to Koiya International Limited.

This is a significant strategic decision, as a name change often reflects:

• Rebranding initiatives

• Expansion into new business areas

• Diversification strategy

• Corporate restructuring

The name change will take effect subject to regulatory approvals, including confirmation from the Registrar of Companies.

2. Appointment of Independent Director

Members approved the regularisation and appointment of Mr. Saroj Kumar Choudhury (DIN: 11143083) as an Independent Director of the company.

The appointment strengthens the company’s board composition and aligns with corporate governance requirements under the Companies Act, 2013.

Independent directors play a vital role in:

• Ensuring transparency

• Protecting minority shareholder interests

• Strengthening governance standards

• Providing independent oversight

3. Authorization to Create Security under Section 180(1)(a)

Shareholders authorised the Board of Directors to create security, charge, mortgage or hypothecation over the undertaking or substantially the whole of the undertaking of the company under Section 180(1)(a) of the Companies Act, 2013.

This resolution empowers the board to:

• Secure borrowings

• Facilitate credit arrangements

• Enable asset-backed financing

Such approvals are necessary when companies plan to expand operations or raise funds through secured borrowings.

4. Increase in Borrowing Limits under Section 180(1)(c)

The EGM also approved the increase in borrowing limits of the company under Section 180(1)(c) of the Companies Act, 2013.

This resolution allows the company to borrow funds beyond the aggregate of its paid-up share capital, free reserves and securities premium, subject to specified limits.

Enhanced borrowing limits indicate potential:

• Business expansion

• Capital expenditure

• Strategic investments

• Working capital strengthening

5. Approval for Loans and Guarantees under Section 185

Shareholders approved granting loans, guarantees and/or providing security to entities in which directors are interested under Section 185 of the Companies Act, 2013.

This provision governs related party transactions involving directors. Approval ensures compliance and transparency in dealings with related entities.

6. Approval for Loans, Guarantees and Investments up to Rs 100 Crores under Section 186

The company received approval to grant loans, provide guarantees or securities, and/or make investments up to Rs 100 Crores under Section 186 of the Companies Act, 2013.

This resolution provides the board with financial flexibility to:

• Invest in subsidiaries

• Support group entities

• Expand into new ventures

• Strengthen capital deployment strategy

The Rs 100 crore limit reflects the scale of planned financial activity.

Strategic Implications of the EGM Decisions

The resolutions passed at the EGM collectively indicate a strategic shift and possible expansion phase for the company.

Key signals from the resolutions include:

• Rebranding through name change

• Strengthening board governance

• Expanding borrowing capacity

• Enabling secured financing

• Increasing flexibility for loans and investments

These decisions suggest that the company may be preparing for:

• Business diversification

• Entry into new markets

• Increased capital expenditure

• Corporate restructuring

Transparency and Regulatory Compliance

The company disclosed that:

• Voting results under Regulation 44(3) would be disclosed on or before February 23, 2026

• The Scrutinizer’s Report would be disclosed on or before February 24, 2026

The results and Scrutinizer’s Report will also be made available on:

• BSE website www.bseindia.com

• Company website www.popeescares.com

Such disclosures ensure transparency and maintain investor confidence.

Governance Practices Observed

During the meeting:

• The Notice of the EGM was taken as read with shareholder consent

• Statutory registers were made available for inspection

• Electronic voting was conducted through CDSL

• The meeting adhered to MCA and SEBI circulars

These steps demonstrate compliance with procedural requirements under the Companies Act, 2013.

Virtual Meeting Framework

The continued use of VC/OAVM reflects the adoption of digital governance practices.

Advantages include:

• Wider shareholder participation

• Reduced logistical cost

• Ease of attendance

• Faster documentation and compliance

Out of 7,242 shareholders, 47 attended the meeting virtually.

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