Key Resolution Details

Ordinary Resolution No. 1: Approval for Acquisition of the Primary and Secondary Healthcare Business Division under Bristlecone Hospitals Brand from Virinchi Health Care Private Limited (VHCPL), a Material Subsidiary of the Company, on a Slump Sale Basis.

Transaction Specifics

  • Parties Involved: Virinchi Limited (Acquirer) and Virinchi Health Care Private Limited (VHCPL, Seller), a material subsidiary in which Virinchi Limited holds a 51% stake.
  • Transaction Type: Slump sale of a business undertaking as a going concern.
  • Assets Transferred: The Primary and Secondary Healthcare Business Division operating under the Bristlecone Hospitals brand, including assets, liabilities, contracts, licenses, employees, permits, and obligations.
  • Effective Date: The transaction is proposed to be effective from April 1, 2026.
  • Consideration: A lumpsum amount of ₹100 Crores (One Hundred Crores Rupees).
  • Valuation: The consideration was determined on an arm's length basis, based on an independent business valuation report issued by Mr. A. Someswara Rao, an IBBI Registered Valuer (Registration # IBBI/RV/02/2019/11544).
  • Governing Law: The transaction is subject to Section 188 of the Companies Act, 2013, Regulation 23(4) of the SEBI LODR Regulations, 2015, and Section 77 of the Income Tax Act, 2025.
  • Definitive Agreement: The terms will be formalized in a Business Transfer Agreement (BTA) to be executed between the Company and VHCPL.

Rationale and Strategic Context (As Disclosed)

The Board's stated rationale for the restructuring is to establish a dedicated AI-first healthcare platform for the primary and secondary care business (Bristlecone) while enabling the existing Virinchi Hospitals to focus on tertiary and quaternary care. The Board believes the future of community healthcare will be driven by Artificial Intelligence, digital operating systems, and standardized clinical pathways. Housing Bristlecone within the technology-focused Virinchi Limited is intended to accelerate innovation by allowing healthcare and technology teams to collaborate closely. The long-term aspiration is to build a globally scalable, AI-enabled community healthcare brand, potentially expanding through franchising and managed services in international markets.

Financial and Operational Impact (As Disclosed)

  • Material RPT Classification: The transaction value (₹100 Cr) exceeds 10% of the company's annual consolidated turnover for FY 2025-26 (₹28,436.40 Lakhs/~₹284.36 Cr), classifying it as a Material Related Party Transaction under SEBI LODR Reg. 23(4).
  • Impact on Financials: The explanatory statement notes the transaction is expected to have a positive contribution to the consolidated net profits of the Company going forward. It specifies NIL impact on turnover and net worth for FY26.
  • Subsidiary Financials (VHCPL): The financial track record of the business being sold (VHCPL) for the last three years was disclosed:
  • FY 2023-24: Turnover ₹13,314.85 Lakhs, Loss after tax (₹359.82 Lakhs), Net Worth ₹3,167.31 Lakhs.
  • FY 2024-25: Turnover ₹10,414.98 Lakhs, Loss after tax (₹3,615.03 Lakhs), Net Worth (₹93.12 Lakhs).
  • FY 2025-26: Turnover ₹8,299.05 Lakhs, Loss after tax (₹3,326.05 Lakhs), Net Worth (₹2,811.06 Lakhs).
  • Existing Loan: Virinchi Limited had provided a loan to VHCPL amounting to ₹3,03,94,90,094 (~₹303.95 Cr) as of June 30, 2026. This loan is stated to be adjusted against the ₹100 Cr consideration to be paid.
  • Previous Transactions: In FY 2025-26, Virinchi Limited received Interest Income of ₹884.78 Lakhs and Purchase of Service worth ₹300 Lakhs from VHCPL.

Voting and Process Details

  • Cut-off Date (Record Date): Friday, July 03, 2026.
  • E-voting Service Provider: Central Depository Services India Limited (CDSL).
  • E-voting Period: Commences Sunday, July 12, 2026, at 9:00 a.m. IST and ends Monday, August 10, 2026, at 5:00 p.m. IST.
  • Result Declaration: On or before Wednesday, August 12, 2026.
  • Scrutinizer: Mr. G. Vinay Babu, Practicing Company Secretary (CP No. 20707), appointed to scrutinize the e-voting process.
  • Abstention Requirement: As per SEBI LODR, all promoters and promoter group entities who are related parties to this transaction are required to abstain from voting. Their votes, if cast, will not be counted.
  • Notice Distribution: The notice was sent electronically on July 10, 2026, to all members whose email addresses were registered. It is also available on the company's website (www.virinchi.com) and the websites of BSE and NSE.
  • Result Publication: The results along with the Scrutinizer's report will be displayed on the company's website, the website of the RTA (Aarthi Consultants Pvt. Ltd.), and communicated to BSE and NSE.

Company Contacts

  • Company Secretary & Compliance Officer: Mr. K. Ravindranath Tagore (M.No. A18894).
  • RTA: Aarthi Consultants Private Limited.
  • Email for Investor Grievances: investors@virinchi.com.

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