Arvaya Healthcare Approves SIGPL Acquisition via Share Swap

1. Acquisition of Sushodha Institute of Gastroenterology Private Limited (SIGPL)

The Board approved acquisition of 100% equity share capital of SIGPL comprising 1,84,374 equity shares of ₹10 each.
Total purchase consideration: ₹15,48,74,160 (Rupees Fifteen Crore Forty Eight Lakh Seventy Four Thousand One Hundred Sixty Only).
Purchase price per share: ₹840.
Consideration will be discharged through issuance of up to 38,71,854 fully paid-up equity shares of Arvaya Healthcare Limited having face value of ₹10 each at ₹40 per share (including premium of ₹30 per share).
The transaction is at arm's length based on valuation report by Mr. Shreyas Bharat Ohara, Registered Valuer (Registration No. IBBI/RV/06/2019/11474).
Completion subject to shareholders' approval and other regulatory approvals if required.

SIGPL Business Details:

Incorporated: June 17, 2016
Business: Specialized healthcare services focusing on gastroenterology and digestive diseases
Operations: Specialty hospital/clinical facility in Shivamogga offering diagnosis, medical and surgical treatment, endoscopy, gastrointestinal care
Financial Turnover: ₹6.36 crore (2023-24), ₹7.78 crore (2024-25), ₹8.99 crore (2025-26)
Related Party Aspects: Mr. Bidari Kotresh Anilkumar (Shareholder and Additional Director of SIGPL) is also Shareholder & Additional Director of Arvaya Healthcare Limited. Mr. Dhanaji Dattatray Jadhav is Shareholder of both SIGPL and Arvaya Healthcare Limited.

2. Preferential Issue Approval

Board approved issuance of 38,71,854 equity shares by way of preferential allotment on private placement basis.
Face value: ₹10 per share
Issue price: ₹40 per share (including premium of ₹30 per share)
Shares to be issued to shareholders of SIGPL for consideration other than cash (acquisition of SIGPL shares).
Price determined in accordance with SEBI ICDR Regulations.
List of 47 allottees provided in Annexure-B1 with share allocations.

3. Rights Issue Committee Constitution

Board approved constitution of Rights Issue Committee to undertake actions for proposed Rights Issue.
Committee Members:
Mr. Kaushal Uttam Shah (Chairman)
Mr. Salil Shetty (Member)
Mr. Rahul Ravindra Mayur (Member)
Committee delegated powers to determine terms and conditions of Rights Issue.

4. Rights Issue Approval

Board approved fundraising by way of Rights Issue of specified securities for maximum amount not exceeding ₹210 crores.
Issue to eligible equity shareholders as on record date (to be notified later).
Rights Issue Committee to finalize instrument type, issue price, number of shares, entitlement ratio, record date, payment schedule.

5. Director Appointments to SMCV Management Services

Approved appointment of Mr. Kaushal Shah, Managing Director, as Non-Executive Director of SMCV Management Services Private Limited.
Approved appointment of Mr. Ranganath Abhiram, Chief Financial Officer, as Non-Executive Director of SMCV Management Services Private Limited.

6. Change of Registered Office

Approved change of registered office from Nirvana Co Working spaces, Mezzanine Floor, Itag Plaza, ABC, G S Road, Guwahati, Dispur, Kamrup, Assam, 781005 to Unit No 408 Third floor Royal Miraj Arcade, Laxmi Market Miraj Shrikant Chowk Sangli, Miraj, Maharashtra, 416410.
Change subject to necessary approvals under Companies Act, 2013.

7. Postal Ballot Process

Board approved conduct of postal ballot process under Section 110 of Companies Act, 2013.
Appointed Mr. Chinmay Mohan Lele, Practicing Company Secretary (Membership No. F-12351 / COP No. 28362), as Scrutinizer.

Postal Ballot Schedule: