Meeting Details

  • Meeting Type: 1st/2026-27 Extra-Ordinary General Meeting
  • Date: Thursday, October 15, 2026
  • Time: 11:00 A.M. (IST)
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Cut-off Date: Thursday, October 08, 2026 for determining voting eligibility

E-Voting Schedule

| Event | Date | Time |

| Cut-off Date | October 08, 2026 | NA |

| E-Voting Commence | October 12, 2026 | 9:00 A.M. (IST) |

| E-Voting End | October 14, 2026 | 5:00 P.M. (IST) |

| EGM Date | October 15, 2026 | 11:00 A.M. (IST) |

Resolutions Proposed

Item No. 1: Increase in Authorised Share Capital and Alteration of Capital Clause (Ordinary Resolution)

  • Current Authorized Capital: ₹115 crore divided into 11.5 crore equity shares of ₹10 each
  • Proposed Authorized Capital: ₹150 crore divided into 15 crore equity shares of ₹10 each
  • Increase: ₹35 crore by creating 3.5 crore additional equity shares
  • Purpose: To accommodate issuance of Subscription Securities to Investor
  • MOA Amendment: Clause V to be replaced to reflect new authorized capital

Item No. 2: Issuance of Subscription Securities by Preferential Issue (Special Resolution)

  • Investor: Rasmalai Limited (Cyprus incorporated, affiliate of Advent International)
  • Advent AUM: Approximately USD 94 billion as of June 30, 2026
  • Subscription Shares: 1,30,26,516 equity shares at ₹985.17 per share
  • Subscription Share Consideration: ₹1,283.33 crore
  • Subscription Warrants: 1,89,47,664 warrants at ₹985.17 per warrant
  • Warrant Upfront Amount (25%): ₹466.67 crore
  • Exercise Price (75%): ₹1,400.00 crore
  • Total Issue Size: ₹3,150.00 crore
  • Relevant Date for Pricing: September 15, 2026
  • Floor Price Calculation: Higher of:
  • 90-day VWAP: ₹870.32
  • 10-day VWAP: ₹984.70
  • Fair value by registered valuer: ₹900.60
  • Issue Price: ₹985.17 (above floor price)
  • Post-issue Holding: Investor will hold 24.87% on fully diluted basis
  • Lock-in: As per SEBI ICDR Regulations
  • Timeline: Allotment within 15 days of receiving last regulatory approval

Use of Proceeds

| Nature of Utilization | Amount (₹ crore) | Timeline |

| Hospital network expansion and development | 2,362.50 | 3 years |

| Working capital and debt repayment | | |

| Other general corporate purposes | 787.50 | 3 years |

| Total | 3,150.00 | |

  • Monitoring Agency: Mandatory appointment as issue size exceeds ₹100 crore
  • Valuation Reports: Obtained from Abhinav Agarwal (Registered Valuer) and RS Grover & Associates (Chartered Accountants)

Item No. 3: Adoption of Amended Articles and Approval of Investor Special Rights (Special Resolution)

  • Special Rights for Investor:
  • Right to nominate up to 2 non-executive directors
  • Right to nominate 1 director each on audit and nomination committees
  • Reserved matters requiring affirmative vote
  • Pre-emptive rights on future issuances
  • Effective: From Closing Date of Investment Agreement
  • Regulatory Compliance: Requires approval under SEBI LODR Regulation 31B

Item No. 4: Adoption of Amended Articles and Approval of Promoter Rights (Special Resolution)

  • Special Rights for Promoters:
  • Right to nominate majority of non-independent directors
  • Right to nominate 1 director each on audit and nomination committees
  • Reserved matters requiring affirmative vote
  • Effective: From Closing Date of Investment Agreement

Item No. 5: Approval of Upside Share Arrangement (Ordinary Resolution)

  • Arrangement: Investor to share profits with Dr. Ajay Tyagi upon achieving minimum returns
  • Trigger: Exit event with Minimum MoM achieved
  • Profit Sharing Slab:
  • Up to 3x MoM: 0%
  • 3x to 3.5x MoM: 33% of incremental profit
  • Above 3.5x MoM: 20% of incremental profit
  • Payment: Through transfer of equity shares valued at market price
  • Company Impact: No financial obligation or cost to company
  • Approval Required: Under SEBI LODR Regulation 26(6) for public shareholders

Financial Impact

  • Capital Dilution: Post-issue promoter holding reduces from 55.80% to 41.82%
  • Investor Holding: 24.87% on fully diluted basis
  • Share Capital Increase: From 9.635 crore shares to 12.855 crore shares (pre-warrant exercise)

Conditions Precedent

  • Shareholder approval through special resolution
  • In-principle approval from stock exchanges
  • Competition Commission of India approval
  • Other regulatory approvals as applicable

Documents Available for Inspection

  • Investment Agreement
  • Valuation reports
  • Amended Memorandum and Articles of Association
  • Practicing Company Secretary certificate

Voting Arrangements

  • Remote e-voting through CDSL from October 12-14, 2026
  • Physical attendance dispensed with due to MCA circulars
  • Scrutinizer: Mr. Saurav Upadhyay, Practicing Company Secretary