Bijoy Hans Ltd

Arvaya Healthcare Limited trading window closed from 01 October 2026 until 48 hours after the unaudited Q2 FY2026 results (quarter ended 30 September 2026)

AGM details

• Date and time: 21 September 2026, 3:02 PM IST; mode: Video Conferencing.
• AGM conducted with remote e-voting and e-voting at the meeting.
• Scrutinizer appointed; report dated 22 September 2026.
• Shareholders on record: 3,492.
• Attendees: promoter group and public non-institutional participants.

Key resolutions

• Item 1: Ordinary resolution to adopt standalone financial statements and reports; passed.
• Item 2: Ordinary resolution to adopt consolidated financial statements; passed.
• Item 3: Ordinary resolution for reappointment of Kaushal Uttam Shah as MD; passed.
• Item 4: Ordinary resolution to approve material related party transactions under Section 188; passed.
• Item 5: Ordinary resolution to approve IP portfolio-related RPT with DEFIB Institute; passed.

Voting results

• Item 1: Passed; 100% of votes polled in favour.
• Item 2: Passed; 100% of votes polled in favour.
• Item 3: Passed; 100% of votes polled in favour.
• Item 4: Passed; 100% of votes polled in favour.
• Item 5: Passed; 100% of votes polled in favour.

Director changes

• MD Kaushal Uttam Shah reappointed; retires by rotation.

Auditors

• No auditor appointment changes disclosed at the AGM.

Related party transactions

• RPT 1: IP portfolio acquisition from DEFIB Institute; value undisclosed.
• RPT 2: IP portfolio acquisition with DEFIB Institute; value undisclosed.

AGM Details

• AGM held 21 September 2026 at 3:02 PM via videoconference; concluded 3:31 PM.
• Remote e-voting held 18–20 September 2026; further e-voting at AGM; Scrutinizer appointed.

Key Resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026 and related reports.
• Ordinary: Adopt consolidated financial statements for year ended 31 March 2026 and related reports.
• Ordinary: Re-appointment of Kaushal Uttam Shah as Managing Director (retiring by rotation).
• Ordinary: Approval for related party transactions under Section 188 and LODR 2015.
• Ordinary: Approve related party IP portfolio acquisition from DEFIB Institute; funded by rights issue proceeds.

Voting Results

• Consolidated e-voting results and scrutinizer's report to be informed to stock exchanges and posted on the company/NSDL websites.

Key facts

• Purpose: incorporate a Wholly Owned Subsidiary in India, Arvaya Insurance Broking Private Limited.
• Incorporation date and CIN: 17 September 2026; CIN U65110PN2026PTC260457.
• Capital and ownership: 100% owned by Arvaya Healthcare; Rs 8,000,000 paid-up capital.
• Business scope: direct insurance broker for general and life insurance.
• Regulatory approvals: IRDA NOC granted prior to incorporation.
• Disclosures: Certificate of Incorporation received from MCA on 17 Sep 2026; filed 19 Sep 2026.

AGM notice & e-voting details

• AGM to be held on 21 September 2026 at 3:00 PM IST via VC/OAVM.
• Notice and explanatory statement emailed to shareholders with registered email addresses; others receive a despatch letter.
• Annual Report and AGM notice accessible on the company website and NSDL/BSE portals.
• Cut-off date for dispatch of notice: 21 August 2026; e-voting cut-off: 14 September 2026.
• E-voting period defined as 18–20 September 2026.
• Shareholders with incomplete KYC must update details; physical shares require service request forms.
• RTA Maheshwari Datamatics available for queries.
• Web-link letter dispatched to 3092 shareholders on 28 August 2026.

Overview

• FY2025-26 consolidated revenue from operations: ₹911.33 lakh.
• Consolidated PAT: ₹90.38 lakh; consolidated EPS: ₹0.69.
• Standalone revenue: ₹0; standalone PAT: ₹-119.73 lakh.
• Name changed to Arvaya Healthcare Limited; open offer completed in 2025.
• Acquired four subsidiaries on 4 March 2026; 27-day post-acquisition consolidation.

Financial highlights

• Consolidated total income: ₹1,051.28 lakh.
• Consolidated PAT margin improvements driven by acquisitions.
• Net debt ₹4,703.40 lakh; gearing 4.32%.
• Long-term borrowings ₹804.87 lakh; current borrowings ₹251.94 lakh; lease liabilities ₹3,881.18 lakh.

Capital & ownership

• Paid-up equity capital rose to ₹4,802.19 lakh after preferential issuance.
• Authorized share capital raised to ₹200 crore.
• Cash preferential issue: 45,00,000 shares at ₹12.50 each.
• Share swap: 4,05,21,836 shares issued for acquisitions.

Strategic transactions

• Acquired Health Secure Hospitals Private Limited (HSHPL), Arvaya Healthtech & Wellness Private Limited (AHWPL), and Tec-Pool Solutions Private Limited (TPSPL) on 4 Mar 2026.
• HSHCSPL acquired indirectly via HSHPL; 90.56% held with 9.44% NCI.
• Total consideration transferred: ₹7,796.91 lakh; goodwill ₹2,032.27 lakh.
• Post-acquisition revenue contributed: ₹1,034.67 lakh; profit contributed: ₹211.21 lakh.

Related party governance

• Regulatory threshold for related party transactions: ₹1,000 crore or 10% of turnover.
• DEFIB IP acquisition is a material RPT; ₹10 crore; 109.72% of FY25-26 turnover.
• Nine related parties disclosed; promoters and promoter group involved in transactions.

Audit & governance

• Statutory auditors changed to Khire Khandekar & Kirloskar; appointed 28 Jul 2025 for five years.
• Secretarial auditor: SKGK & Associates; appointed 26 May 2025.
• Internal auditor: G K Vora & Co; appointed 28 May 2026.
• Several governance observations in Secretarial Audit; improvement steps noted.

Risks & outlook

• Aim to build a technology-enabled, integrated healthcare platform across Tier 2/3 markets.
• Risks include regulatory changes, talent retention, cybersecurity, and integration of acquisitions.

AGM details

• Date, time, mode: 21 September 2026 at 3:00 PM IST via VC/OAVM.
• Record closure: 14 September 2026 to 20 September 2026.

Ordinary business resolutions

• Adopt standalone financial statements for the year ended 31 March 2026.
• Adopt consolidated financial statements for the year ended 31 March 2026.
• Reappoint Kaushal Uttam Shah as MD by rotation; remuneration as before.

Special business resolutions

• Item 4: approve material related party transactions under section 188.
• Item 5: acquire DEFIB IP portfolio up to Rs 10 crore funded by Rights Issue proceeds.
• Related parties abstain from voting on these resolutions.

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.