Key Resolutions

1. Preferential Issue of Warrants to Promoters

  • Resolution Type: Special Resolution
  • Security: 77,02,182 warrants, each fully convertible into 1 equity share of ₹2 face value
  • Total Issue Size: ₹599,99,99,778
  • Issue Price: ₹779 per warrant (₹777 premium + ₹2 face value)
  • Allottees:
  • Dr. Abhinay Bollineni (Promoter): 32,09,242 warrants for ₹249,99,99,518
  • Mr. Adwik Bollineni (Promoter): 32,09,242 warrants for ₹249,99,99,518
  • Bharas Ventures LLP (Promoter Group): 12,83,698 warrants for ₹100,00,00,742

2. Change of Director Designation

  • Resolution Type: Ordinary Resolution
  • Director: Mr. Adwik Bollineni (DIN: 06549059)
  • Change: From Non-Executive Director to Executive Director
  • Tenure: 5 years effective from 15 May 2026
  • Remuneration: ₹1,25,00,000 per annum (₹85,00,000 fixed + up to ₹40,00,000 variable)

Financial Details of Warrant Issue

Pricing Mechanism

  • Relevant Date: 9 June 2026 (30 days prior to EGM)
  • Floor Price: ₹778.80 as per SEBI ICDR Regulations
  • Pricing Formula: Higher of:
  • 90-day VWAP: ₹699.84
  • 10-day VWAP: ₹778.80
  • Registered valuer price: ₹778.80
  • Final Issue Price: ₹779 (above floor price)

Payment Terms

  • Initial Payment: 25% of issue price (₹194.75 per warrant) payable at allotment
  • Balance Payment: 75% of issue price (₹584.25 per warrant) payable at conversion
  • Conversion Period: Within 18 months from allotment date

Utilization of Proceeds

  • Total Proceeds: ₹599,99,99,778
  • Debt Repayment (Company): 43.33% (₹260 crore)
  • Subsidiary Investment: 31.67% (₹190 crore)
  • KIMS Bengaluru: ₹145 crore
  • Arunodaya Hospitals: ₹45 crore
  • General Corporate Purposes: 25% (₹149,99,99,778)

Monitoring Agency

  • Appointed: CARE Ratings Limited
  • Requirement: Mandatory for issues exceeding ₹100 crore
  • Reporting: Quarterly monitoring reports until 100% utilization

Corporate Structure Impact

Pre-Issue Shareholding (as of 31 March 2026)

  • Total Shares: 40,01,38,935 equity shares
  • Promoter Holding: 34.11% (13,64,89,330 shares)

Post-Issue Shareholding (assuming full conversion)

  • Additional Shares: 77,02,182 equity shares
  • Total Shares: 40,78,41,117 equity shares
  • Promoter Holding: 35.35% (14,41,91,512 shares)
  • Increase in Promoter Holding: 1.24%

SEBI ICDR Regulations

  • Chapter V compliance for preferential issues
  • Lock-in requirements for warrants and resultant shares
  • Pricing certification by IKR & Associates
  • Valuation report by registered valuer Mr. Bhavin R. Patel

Companies Act, 2013

  • Sections 23(1)(b), 42, 62(1)(c), 179(3)(b) compliance
  • Private placement requirements (Form PAS-4, PAS-5)
  • Explanatory statement pursuant to Section 102

Timeline

  • EGM Date: 9 July 2026 at 4:00 PM IST
  • Record Date: 2 July 2026
  • Voting Period: 6 July 2026 (9:00 AM) to 8 July 2026 (5:00 PM)
  • Allotment Deadline: Within 15 days of shareholder approval

Additional Information

  • Warrants: Not listed on stock exchanges
  • Resultant Shares: Will be listed and rank pari-passu with existing shares
  • Lock-in: As per SEBI ICDR Regulations for preferential issues
  • Voting: Through remote e-voting facility provided by MUFG Intime India Private Limited
  • Meeting Mode: Video Conferencing/Other Audio Visual Means

Director Change Details

  • Mr. Adwik Bollineni: 34 years old, Bachelor's degree in Business Administration
  • Current Holdings: 40,640 equity shares in the company
  • Experience: Associated with company for over 5 years, governing member of Aditya Educational Society
  • Board Attendance: Attended 6 out of 9 meetings in FY 2025-26