Summary of Key Information:

Reporting Period (Quarter/Year): Not Specified

Nature of Filing / Announcement: Outcome of Board Meeting - Scheme of Arrangement under Regulation 30 of SEBI LODR Regulations

Audit Opinion:

Not Specified

Key Financial Highlights:

Not Specified

Standalone Results:

Not Specified

Consolidated Results:

Not Specified

Segment-wise Performance:

The healthcare services business of QMS Medical Allied Services Limited (demerged undertaking) had a turnover of ₹37.17 Crores as of March 31, 2026, constituting 24.41% of the total turnover of QMS in the immediately preceding financial year (year ended March 31, 2026).

Corporate Actions:

The Board approved a Composite Scheme of Arrangement amongst QMS Medical Allied Services Limited (QMS or Demerged Company 1), Health Care at Home India Private Limited (HCAH or Demerged Company 2), and Saarathi Healthcare Private Limited (Saarathi or Resulting Company) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013.

The Scheme involves demerger of Healthcare Services Business of QMS and HCAH into Saarathi Healthcare Private Limited. The healthcare services business is engaged in provision of services in relation to patient support programs, patient access programs, disease management programs, preventive healthcare and improved healthcare outcomes.

Share Exchange Ratio:

  • For QMS shareholders: 1 fully paid Equity Share of ₹10 each in Resulting Company for every 1 fully paid Equity Share of ₹10 each held in QMS
  • For HCAH Equity Shareholders: 209 fully paid Equity Shares of ₹10 each in Resulting Company for every 3500 fully paid Class A Equity Shares of ₹10 each held in HCAH
  • Multiple complex exchange ratios for various classes of CCPS holders in HCAH

Other Significant Information:

The Board approved execution of:

1. Merger Co-operation Agreement between QMS and multiple entities including Conven Investment Holdings Pte. Limited, Impact Assets Pte. Ltd., Windy Investments Private Limited, Milky Investment and Trading Company, V I C Enterprises Private Limited, Mr. Mahesh Makhija, Health Care At Home Private Limited, and Saarathi Healthcare Private Limited

2. Shareholders' Agreement amongst Conven Investment Holdings Pte. Limited, Impact Assets Pte. Ltd., Windy Investments Private Limited, Milky Investment and Trading Company, V I C Enterprises Private Limited, Mr. Mahesh Makhija and Saarathi Healthcare Private Limited

3. Acquisition of 100% equity shares of BeamOptics Scientific Private Limited at consideration to be determined based on valuation report by Independent Valuer. A Binding Memorandum of Understanding was executed on September 25, 2026.

BeamOptics Scientific Private Limited designs and manufactures advanced optics, diagnostics, and analytical instruments for healthcare, dairy quality, food safety, and pharmaceutical screening. The company was incorporated on October 25, 2023 and had turnover of ₹113.81 Lakhs in 2025-2026 (nil in previous two years).

The acquisition aims to expand QMS's total addressable market in the value-added healthcare business. The indicative completion period is on or before November 30, 2027, subject to NCLT approval of the composite scheme.

Post-arrangement shareholding pattern of Resulting Company (assuming ESOP exercise):

  • Promoters: 40.5% (1,31,71,586 shares)
  • Public: 59.5% (1,93,28,480 shares)
  • Total: 3,25,00,066 shares

There is no cash consideration being discharged under the Scheme.