Key Business Items for EGM

Item 1: Preferential Issue of Warrants to Promoters (Special Resolution)

The Company seeks shareholder approval to issue 77,02,182 warrants convertible into equity shares on preferential basis to promoter entities:

Allottees and Allocation:

  • Dr. Abhinay Bollineni (Promoter): 32,09,242 warrants for ₹249.99 crore
  • Mr. Adwik Bollineni (Promoter): 32,09,242 warrants for ₹249.99 crore
  • Bharas Ventures LLP (Promoter Group): 12,83,698 warrants for ₹100.00 crore
  • Total: 77,02,182 warrants aggregating ₹599,99,99,778

Pricing Terms:

  • Warrant price: ₹779 each (₹2 face value + ₹777 premium)
  • Floor price determined as ₹778.80 per warrant as per SEBI ICDR Regulations
  • Relevant date for pricing: 9 June 2026 (30 days prior to EGM)
  • 25% payment (₹194.75 per warrant) due at allotment, 75% (₹584.25) due at conversion

Conversion Terms:

  • Warrants convertible into 1 equity share each at 1:1 ratio
  • Conversion period: 18 months from allotment date
  • Equity shares will rank pari-passu with existing shares
  • Warrants not listed; resultant equity shares to be listed

Lock-in Requirements:

  • Warrants and resultant equity shares subject to lock-in as per SEBI ICDR Regulations
  • Pre-preferential shareholding of allottees also subject to lock-in

Utilization of Proceeds:

  • ₹260 crore (43.33%): Repayment of Company's outstanding borrowings
  • ₹190 crore (31.67%): Investment in subsidiaries (KIMS Bengaluru ₹145 cr, Arunodaya Hospitals ₹45 cr) for debt repayment
  • ₹149.99 crore (25%): General corporate purposes

Monitoring: CARE Ratings Limited appointed as monitoring agency for fund utilization

Shareholding Impact:

  • Pre-issue promoter holding: 34.11% (13,64,89,330 shares)
  • Post-issue promoter holding: 35.35% (14,41,91,512 shares) assuming full conversion
  • No change in control anticipated

Item 2: Change of Designation of Mr. Adwik Bollineni (Ordinary Resolution)

  • Change from Non-Executive Director to Executive Director effective 15 May 2026 for 5 years
  • Remuneration: ₹1.25 crore per annum (₹85 lakh fixed + ₹40 lakh variable)
  • Mr. Adwik Bollineni holds 40,640 equity shares in the company
  • He is 34 years old with Bachelor's degree in Business Administration
  • Son of Dr. Bhaskara Rao Bollineni and brother of Dr. Abhinay Bollineni

Financial Context

  • Company had previously approved QIP of up to ₹1,500 crore on 11 March 2026
  • Consolidated outstanding borrowings: ₹3,350.25 crore as of 30 April 2026
  • Standalone outstanding borrowings: ₹1,468.91 crore as of 30 April 2026