This document is a regulatory filing comprising a letter to BSE Limited and the enclosed Consolidated Scrutinizer's Report. It pertains to the approval process for a Scheme of Amalgamation between Dr. Agarwal's Eye Hospital Limited (Transferor Company) and Dr. Agarwal's Health Care Limited (Transferee Company).

Nature of the Disclosure

The filing informs the exchange of the outcome of the Hon'ble National Company Law Tribunal (NCLT) convened meeting of the Secured Creditors of Dr. Agarwal's Eye Hospital Limited, held to seek approval for the Scheme of Amalgamation.

Key Quantitative Figures and Voting Results

The sole resolution to approve the Scheme was put to vote. The combined voting results, as scrutinized and reported, are as follows:

  • Number of Secured Creditors Voting: 1
  • Total Value of Debt (Votes Cast): ₹85,77,34,403
  • Votes in Favor: 1 (100% by number and value)
  • Votes Against: NIL
  • Invalid Votes: NIL

The resolution was passed by the requisite majority as it was approved by the sole secured creditor representing 100% of the voting value, which meets the requirement of approval by a majority representing three-fourths in value.

Dates of Action

  • NCLT Order Appointing Scrutinizer: May 05, 2026
  • Notice Dispatch Date: June 01, 2026
  • Advertisement Publication Date: June 01, 2026 (in Business Standard and Makkal Kural)
  • Remote E-voting Period: Commenced June 07, 2026 (09:00 AM IST) and concluded July 01, 2026 (05:00 PM IST)
  • Meeting Date: July 02, 2026 (10:30 AM IST)
  • Vote Unblocking Time: July 02, 2026 (10:45 AM IST)
  • Resolution Deemed Passed: July 02, 2026

Parties Involved

  • Companies: Dr. Agarwal's Eye Hospital Limited (Transferor Company), Dr. Agarwal's Health Care Limited (Transferee Company)
  • Regulatory Bodies: Hon'ble National Company Law Tribunal (NCLT), Chennai Bench; SEBI; BSE Limited; National Stock Exchange of India Limited
  • Service Provider: National Securities Depository Limited (NSDL) for e-voting facilities
  • Scrutinizer: Shri V Sriram Ananth, Advocate, appointed by the NCLT
  • Company Representative: Meenakshi Jayaraman, Company Secretary and Compliance Officer
  • Meeting Chairperson: Shri Kanwal Jeet Arora (appointed by NCLT)
  • Witnesses: Ms. Priyanka Sharma and Ms. M. Jayanthi (signed during vote unblocking)

Purpose and Rationale

The purpose of the meeting was to obtain approval from the secured creditors for the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, which is a necessary step before seeking final sanction from the NCLT.

Operational and Procedural Details

  • The cut-off date for determining the list of secured creditors entitled to vote was Wednesday, December 31, 2025.
  • Voting facilities included remote e-voting, e-voting at the venue, and voting via polls (for proxies).
  • The meeting was held physically at The Music Academy, T.T.K. Road, Chennai - 600 014.
  • Quorum for the meeting was 1 secured creditor personally present. The quorum was met as 1 secured creditor was physically present.
  • No proxies were present at the meeting, so no polling was conducted.
  • The scrutinizer has custody of all electronic voting records until the meeting's closure, after which they will be handed over to the company's compliance officer for safekeeping.

Next Steps

The resolution is deemed approved by the secured creditors. The Scheme now proceeds subject to the final sanction of the Hon'ble National Company Law Tribunal, Chennai Bench.