Meeting Details

This is a Postal Ballot process without a physical meeting. The voting will be conducted entirely through remote e-voting as provided by National Securities Depository Limited (NSDL).

Proposed Resolutions and Implications

Item No. 1: Approval under SEBI LODR Regulations 24(5) and 24(6)

This resolution seeks approval for:

  • Creation of security/pledge over entire ownership interest in Healthcare Resource Group, Inc. (HRG Inc.), which will become a material subsidiary upon acquisition completion
  • Potential disposal of more than 20% of assets of HRG Inc. during a financial year
  • These actions are in connection with secured borrowings of up to USD 635,000,000 by Inventurus Knowledge Solutions, Inc. from lenders including Citibank N.A., Deutsche Bank AG, JPMorgan Chase Bank, and Export-Import Bank of India

Item No. 2: Approval for Creation of Additional Security

This resolution seeks approval for:

  • Creation of security interests over intercompany debts owed to the Company by Inventurus Knowledge Solutions, Inc., IKS Cares Foundation, and Arai Solutions Private Limited
  • Creation of security interests over substantially all assets of HRG Inc.
  • Creation of pledge over entire ownership interest of Target in HRG Inc.
  • Issuance of corporate guarantee(s) by HRG Inc. for the aggregate principal amount of facilities
  • Execution of non-disposal undertakings for shares of Aquity Solutions India Private Limited and TruBridge Healthcare Private Limited

Voting Process and Methods

The voting will be conducted exclusively through remote e-voting process provided by NSDL. The company will not send physical copies of the ballot notice or forms, following MCA Circulars and SEBI regulations for electronic communication.

Voting Calendar

The calendar of events for the Postal Ballot is as follows:

  • Voting rights reckoning date/Cut-off date: Friday, July 03, 2026
  • Completion of dispatch of Postal Ballot Notice: Tuesday, July 07, 2026
  • E-voting period Start Date & Time: Thursday, July 09, 2026 (9:00 a.m. IST)
  • E-voting period End Date & Time: Friday, August 07, 2026 (5:00 p.m. IST)
  • Date of Submission of Scrutinizer's Report: On or before Tuesday, August 11, 2026
  • Date of Announcement of Results of Postal Ballot: On or before Tuesday, August 11, 2026

Scrutinizer Appointment and Role

The Board of Directors has appointed Mannish L. Ghia (Membership No. FCS – 6252 / COP No. 3531), Partner of Manish Ghia & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-Voting process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman upon completion of scrutiny.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 108 and 110 of the Companies Act, 2013
  • Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI Listing Regulations
  • SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and its amendment HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • MCA General Circulars including No. 14/2020, No. 17/2020, and No. 03/2025 dated September 22, 2025
  • Secretarial Standard on General Meetings (SS-2)
  • Foreign Exchange Management Act, 1999 and related Overseas Investment rules and regulations

Additional Information

The document explains that these approvals supplement previous shareholder consent obtained on May 29, 2026, and are required because HRG Inc. will become a material subsidiary upon completion of the acquisition of TruBridge Inc. The total facility amount was reduced from USD 670,000,000 to USD 635,000,000 during negotiations, necessitating these additional approvals. The notice is available on the company's website at https://ikshealth.com/investor-relations/ and will be published on stock exchange websites and NSDL's e-voting portal.