Bijoy Hans Ltd

Meeting Details

• Board meeting scheduled for Wednesday, August 26, 2026 (time and venue not disclosed).

Key Agenda Items

• Consider related party transaction with Navahmedi for slump sale of business, IP, assets, liabilities using rights issue proceeds.

Postal ballot resolutions

• Resolution 1 (Ordinary): Regularisation/appointment of Executive Director; approved; 14,703,679 in favour (100%).
• Resolution 2 (Special): Acquisition and related-party transactions with Sushodha Institute and Dhanaji Lodha; turnout 35.51%; 17,054,742 in favour.
• Resolution 3 (Special): Preferential issue of equity shares to Sushodha Institute for non-cash consideration; turnout 66.13%; 31,758,421 in favour.
• Resolution 4 (Special): Approval and ratification of revised Chartered Accountants' certificate and disclosures; turnout 69.72%; 33,479,294 in favour.
• Resolution 5 (Ordinary): Shifting registered office from Maharashtra to Assam; turnout 69.72%; 33,479,294 in favour.
• Resolution 6 (Special): Modification of lock-in period for certain shareholders; turnout 66.13%; 31,758,421 in favour.
• Record date for postal ballot: 10-07-2026.

Subsidiary formation

• Board approved incorporation of a wholly-owned subsidiary in India, 100% owned by Arvaya Healthcare.
• Entity to operate as an insurance broking service; yet to be incorporated per Annexure A.
• IRDAI approvals required for incorporation and business activities.
• Subscription to share capital yet to be decided; cost of subscription not applicable.
• Arvaya will own 100% of the subsidiary; entity will be a related party after incorporation.
• Board meeting held on 12 August 2026 approved the move; details in Annexure A.
• Company to be renamed Arvaya Healthcare Limited; formerly Bijoy Hans Limited.

Overall Status

• Not fully compliant; several material non-compliances across secretarial standards and disclosures.

Secretarial Standards and Board Minutes

• Non-compliance with SS-1; minutes not circulated timely, and agenda notes missing.

Website Disclosures

• Website disclosures not fully compliant; PDFs contained incorrect codes and uploads were delayed.

Regulation 30 Disclosures

• Disclosures under Regulation 30 and Schedule III were incomplete and misreported.

Regulation 29 Disclosures

• Regulation 29 disclosures were incomplete and filed by the company rather than the acquirer.

Subsidiaries and Material Subsidiaries

• Acquisition approved but not completed; not treated as material subsidiary at period end.

Auditor Resignation

• Resignation-related requirements deemed not applicable; resignation occurred within the prescribed quarterly window.

Regulatory Actions

• No actions by SEBI or exchanges reported.

Governance and Board Practices

• Board governance in place; SS-1 non-compliance noted.

Special Situations

• No insolvency, liquidation, or exemption requests reported.

Deviation status

• Statement of Deviation/Variation in fund utilisation not applicable for the relevant quarter.
• No fund-raising activity details disclosed.

Financial results

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.

Related party transactions

• Approved material related party transactions for FY 2026-27; subject to shareholder approval.
• Promoter-related entities include Agri One India Ventures LLP, UG Patwardhan Services, Kaushal Shah.
• Transaction amounts for 2026-27 range ₹40-50 crore per entry.

Appointments and directorships

• Guinea Agrawal appointed Company Secretary of Arvaya Healthtech & Wellness Private Limited.
• Rahul Ravindra Mayur appointed Additional Director (Non-Executive Independent) on three subsidiaries.
• Salil Shetty appointed Non-Executive Director on SMCV Management Services Private Limited.
• Abhiram Ranganath appointed Director on board of Wholly Owned Subsidiary.
• Salil Shetty appointed Director on board of Wholly Owned Subsidiary.
• Kaushal Shah to retire by rotation; MD reappointment subject to AGM approval.

Governance and disclosures

• Annual Secretarial Compliance Report FY2025-26 noted.
• Secretarial Audit Report MR-3 FY2025-26 noted.
• Kaushal Shah designated as KMP for Regulation 30(5) disclosures.

Meetings, AGM and SCRUTINIZER

• AGM 41st proposed for 21 September 2026.
• Scrutinizer appointed for AGM e-voting: Chinmay Mohan Lele.

NRC and rotation

• NRC reconstitution: Manali Pandit inducted; Salil Shetty to step down.
• Directors liable to retire by rotation: Kaushal Shah to retire; eligible for reappointment.

Subsidiary and new entity actions

• Approved incorporation of Wholly Owned Subsidiary to operate as Direct Insurance Broker.
• Abhiram Ranganath and Salil Shetty appointed as directors on Wholly Owned Subsidiary boards.

Directors’ reports and MD&A

• Directors' Report for FY ended 31 Mar 2026 approved.
• MD&A for FY ended 31 Mar 2026 approved.

Meeting Details

• Meeting scheduled on Wednesday, August 12, 2026.

Key Agenda Items

• Consider and approve material related party transactions and appointment of CS Guinea Agrawal as Company Secretary.
• Appointment Rahul Ravindra Mayur as Non-Executive Independent Director on subsidiaries' boards.
• Approval of unaudited standalone and consolidated financial results for quarter ended 30 June 2026.
• Approval of Annual Secretarial Compliance Report, Secretarial Audit Report, AGM calling, and Scrutinizer appointment.
• Appointment of Abhiram Ranganath and Salil Shetty as directors on subsidiary boards.

Other Notes

• Trading window closed from 1 July 2026 until 48 hours after the unaudited June quarter results.