Health X Platform Composite Demerger and Merger Scheme

Health X Platform Limited operates through several subsidiaries focusing on two main business segments:

Healthcare services including pharmaceutical trading, distribution, and e-commerce sale of medicines and diagnostics through Sastasundar Healthbuddy Limited (SHBL), a material subsidiary
Financial services including lending, investments, wealth management and advisory services through Microsec Resources Private Limited (MRL), a wholly owned subsidiary and registered Non-Deposit Accepting NBFI
Innogrow Technologies Limited (ITL), a wholly owned subsidiary engaged in providing end-to-end IT, digital technology services and IT-enabled services

Health X will demerge its finance business to MRL
MRL will issue shares to shareholders of Health X in 1:3 ratio (1 MRL share for every 3 Health X shares held)
Shares held by Health X in MRL shall be cancelled post-demerger
MRL will be converted into a Public company and its shareholding will mirror Health X's shareholding
Share allocation: Promoter shareholders of Health X - 78,53,542 shares; Public shareholders of Health X - 27,49,958 shares; Total - 1,06,03,500 shares

SHBL will be merged into Health X
Health X's 78.89% equity stake in SHBL will be cancelled
Other shareholders of SHBL will be allotted equity shares in Health X
Health X will issue 85,12,168 equity shares of ₹10 each to public shareholders of SHBL for their 45,75,830 equity shares of ₹10 each held in SHBL
The shares issued by Health X will be listed on stock exchanges

The scheme ensures complete protection of existing public shareholders' investment value
Public shareholders will maintain the exact same economic interest in the financial services business through direct ownership of MRL shares instead of indirect ownership through Health X
Public shareholding in Health X will increase from 25.93% to 41.57% post-scheme
The Board of Directors, Audit Committee and Committee of Independent Directors have evaluated the Scheme and concluded it is equitable and not detrimental to public shareholders' interests

Pre-Scheme: Promoter - 2,35,60,627 shares (74.07%); Public - 82,49,873 shares (25.93%); Total - 3,18,10,500 shares (100%)
Post-Scheme: Promoter - 2,35,60,627 shares (58.43%); Public - 1,67,62,041 shares (41.57%); Total - 4,03,22,668 shares (100%)

Pre-Scheme: Promoter - 1,71,00,160 shares (78.89%); Public - 45,75,830 shares (21.11%); Total - 2,16,75,990 shares (100%)
Post-Scheme: SHBL will be dissolved pursuant to Scheme

Pre-Scheme: Promoter - 25,81,357 shares (100%); Public - 0 shares; Total - 25,81,357 shares (100%)
Post-Scheme: Promoter - 78,53,542 shares (74.07%); Public - 27,49,958 shares (25.93%); Total - 1,06,03,500 shares (100%)

Pre-Scheme: Promoter - 3,31,018 shares (100%); Public - 0 shares; Total - 3,31,018 shares (100%)
Post-Scheme: ITL will be dissolved pursuant to Scheme