Key Resolutions for Approval

Item No. 1: Special Resolution - Loans under Section 185

  • Purpose: To advance loans, give guarantees, or provide securities for Virinchi Health Care Private Limited (subsidiary)
  • Maximum Amount: ₹50,00,00,000 (Fifty Crores)
  • Terms: Loans to be utilized for principal business activities of borrowing company
  • Interest: Directors may be deemed interested in this transaction

Item No. 2: Ordinary Resolution - Material Related Party Transactions with Virinchi Health Care Private Limited

  • Nature: (a) Availing/rendering services up to ₹10 Cr, (b) Transfer of resources/services/obligations up to ₹50 Cr
  • Total Value: Not exceeding ₹60,00,00,000 (Sixty Crores)
  • Relationship: VHCPL is a subsidiary of Virinchi Limited
  • Conditions: Arm's length basis, ordinary course of business

Item No. 3: Ordinary Resolution - Material Related Party Transactions with Vivo Bio Tech Limited

  • Nature: (a) Rendering services up to ₹10 Cr, (b) Transfer of resources/services/obligations up to ₹20 Cr
  • Total Value: Not exceeding ₹30,00,00,000 (Thirty Crores)
  • Relationship: Vivo Bio Tech is part of promoter group of Virinchi Limited
  • Conditions: Arm's length basis, ordinary course of business

Voting Details

  • Record Date: Friday, June 05, 2026
  • E-voting Period: Monday, June 15, 2026 (9:00 AM IST) to Tuesday, July 14, 2026 (5:00 PM IST)
  • Result Declaration: On or before Thursday, July 16, 2026
  • Scrutinizer: Mr. G. Vinay Babu, Practicing Company Secretary
  • Voting Method: Remote e-voting only through CDSL platform
  • Result Publication: Company website, RTA website, and stock exchange websites

Financial Context

  • Company's Consolidated Turnover (FY 2025-26): ₹28,436.40 Lakhs
  • Materiality Threshold: Transactions exceeding 10% of consolidated turnover (₹28.44 Crore) require shareholder approval
  • VHCPL Financials (FY 2025-26): Turnover ₹82,99,05,452, PAT (₹33,26,04,681), Networth (₹26,35,87,102)
  • Vivo Bio Tech Financials (FY 2025-26): Turnover ₹52.57 Cr, PAT (₹193.61 Cr), Networth ₹93.22 Cr

Transaction Details

For Virinchi Health Care Private Limited (Item 2):

  • Proposed Transactions: Medical services, software consultancy, leasing of assets, intercorporate loans, corporate guarantees
  • Interest Rate: Approximately 9% per annum for loans
  • Tenure: 12 months with extension option
  • Security: Unsecured
  • Credit Rating: ACUITE BB+ (Stable) for long term, ACUITE A4+ for short term (as of February 5, 2025)

For Vivo Bio Tech Limited (Item 3):

  • Proposed Transactions: Software consultancy services, intercorporate loans (giving/taking)
  • Interest Rate: Approximately 9% per annum for loans
  • Tenure: 12 months with extension option
  • Security: Unsecured
  • Credit Rating: ACUITE BBB- (Stable) for long term, ACUITE A3 for short term (as of November 17, 2025)

Additional Information

  • RTA: Aarthi Consultants Private Limited
  • E-voting Provider: Central Depository Services India Limited (CDSL)
  • No Physical Documents: Notice sent only electronically to registered email addresses
  • Inspection: Material documents available for electronic inspection until July 14, 2026
  • Company Website: www.virinchi.com

Key Personnel

  • Company Secretary: K. Ravindranath Tagore (M.No.A18894)
  • Scrutinizer: G. Vinay Babu, Practicing Company Secretary (M.No.A20592)