Gujarat Kidney and Superspeciality Limited

Key Resolution and Proposed Variation

The company is seeking shareholder approval, via a postal ballot, for a variation in the objects/terms of utilisation of the Initial Public Offering (IPO) proceeds. The resolution aims to supersede a previous special resolution passed via a postal ballot concluded on July 4, 2026. The Board confirms that no action has been taken pursuant to the earlier resolution.

The proposed variation involves reallocating the unutilised IPO proceeds. The balance of unused funds as of July 9, 2026, was ₹25.14 Crore under the object "Healthcare expansion aligned with the company's main IPO object, including development and operation of multi-speciality hospital project in Bharuch through a newly incorporated private company".

The proposed reallocation is as follows:

  • ₹17.92 Crore is to be used for "strengthening and expanding the healthcare infrastructure of the Company and/or one or more of its subsidiaries, associates or Wholly Owned Subsidiaries... including but not limited to procuring and installing additional medical equipment and technology, and/or developing specialised clinical facilities and services".
  • ₹7.22 Crore is to be used for a new object: "Acquisition of 51% stake in Blue Tree Clinics LLC, Dubai, UAE".

Rationale for Variation

The Board justifies the variation by stating that building a new entity from scratch (recruiting teams, building reputation) would take longer compared to investing in and expanding existing operational entities, which would deliver a faster return on investment.

Regarding the Dubai acquisition, the Board approved the acquisition of a 51% stake in Blue Tree Clinics LLC, Dubai, UAE, for ₹19.84 Crore via a resolution dated July 9, 2026. The consideration will be paid in two tranches:

1. The first tranche of ₹10 Crore will be paid as an advance from the available fund under the object "Funding inorganic growth through unidentified acquisitions and general corporate purposes" (which had an unspent amount of ₹12.62 Cr, leaving ₹2.62 Cr after this payment).

2. The second tranche will utilise the remaining ₹2.62 Cr from the "Funding inorganic growth..." object and the proposed ₹7.22 Cr from the reallocated healthcare object, totalling ₹9.84 Cr for the remaining consideration.

Financial and Risk Impact

The disclosure states that the proposed variation is only a reallocation of unutilised IPO proceeds and does not involve additional fundraising. It is not expected to have any immediate material impact on earnings or any adverse impact on cash flows. It may contribute positively towards operational efficiency.

Major risk factors identified for the new object (overseas acquisition) include: cancellation of approvals/permits; difficulties in coordination, procurement, and recruitment; unforeseen legal, regulatory, contractual, or labour issues; and geopolitical developments in the Middle Eastern region.

Voting and Director Approval

None of the Directors voted against the resolution proposing the variation.

Postal Ballot Process Details

The notice is being sent electronically only, in compliance with MCA circulars, to members whose email addresses are registered as of the cut-off date, Friday, July 17, 2026.

  • Cut-off date for remote e-voting: Friday, July 17, 2026
  • Commencement of remote e-voting: Friday, July 24, 2026
  • End of remote e-voting: Saturday, August 22, 2026 (at 5:00 PM IST)
  • Result of remote e-voting: On or before Monday, August 25, 2026
  • Event Number for remote e-voting: 260443

The e-voting will be conducted through MUFG Intime India Private Limited. The notice is available on the company's website (https://www.gujaratsuperspecialityhospital.com/notice), the websites of BSE and NSE, and the website of MUFG.