Dolphin Medical Services Ltd

Meeting Details

• Date of board meeting: Friday, August 14, 2026.

Key Agenda Items

• Consider and approve Unaudited Standalone Financial Results for Q1 FY 2026-27 (quarter ended June 30, 2026).

Other Notes

• Trading window for designated persons closed from July 1, 2026 until 48 hours after results publication.

Open Offer details

• Open Offer to acquire up to 39,25,988 equity shares representing 26.00% of voting capital at ₹4.80 per share.
• Acquirers are Amarandhar Reddy Kotha and Mallour Rajesh Kumar; post-offer promoters.

Financials & funding

• Offer size ₹1,88,44,743 assuming full acceptance.
• Escrow ₹1,90,20,000 (over 100% of total consideration) with Axis Bank; funded by acquirers.

Governance & timeline

• Promoter Sellers exit; Acquirers to be promoters after completion.
• SPA enables transfer of management control and board reconstitution on closing.

Timetable & approvals

• Offer opens 31 July 2026; closes 13 August 2026.
• Identified Date 17 July 2026; no minimum acceptance; no competing offer; approvals may trigger withdrawal.

Target company snapshot

• Target: Dolphin Medical Services Limited; diagnostic and healthcare services; listed on BSE.
• FY2026 financials: total income ₹78.69 lakh; PAT ₹4.19 lakh; net worth ₹1,008.13 lakh; EPS ₹0.02.

CFO resignation details

• The resigning CFO is Vaishnavi Sharma.
• Effective date of resignation: not disclosed in the filing.
• Reason: resignation from the roles of Company Secretary cum Compliance Officer and CFO.
• No other material reasons stated.
• Board has accepted the resignation.
• No interim or new CFO appointment disclosed.

Open Offer Overview

• Acquirers: Mr. Amarandhar Reddy Kotha and Mr. Malour Rajesh Kumar.
• Target: Dolphin Medical Services Limited.
• Purpose: acquire 26% voting share capital under takeover regulations.
• Open offer size: up to 39,25,988 shares representing 26% voting capital.
• Price: ₹4.80 per share; total consideration ₹18.84 million.
• Type: open offer to public shareholders.
• Manager: Rarever Financial Advisors Private Limited.

Transaction Background

• Public Announcement dated May 15, 2026.
• Detailed Public Statement published May 22, 2026.
• Draft Letter of Offer dated June 01, 2026.
• Identified date for LO mailing: July 17, 2026.

Timeline and Process

• Eligible participants: public shareholders of the target.
• LOF to be sent to shareholders as on identified date.

Post-Offer Impact

• Post-offer shareholding not disclosed in this excerpt.

Filing details

• Enclosed Confirmation Certificate from RTA XL Softech Systems Ltd. for quarter ended 30 June 2026.

Open offer

• Acquirers are Amarandhar Reddy Kotha and Mallour Rajesh Kumar.
• Trigger is SPA-based acquisition leading to control of Dolphin Medical Services.
• Target company provides diagnostic and healthcare services.

Offer terms

• Up to 39,25,988 shares, representing 26.00% of voting capital, are targeted.
• Offer price is ₹4.80 per share, payable in cash.
• Maximum consideration is ₹1,88,44,743 assuming full acceptance.
• Offer is mandatory, unconditional, and not a competing bid.
• No statutory approvals were required as of the statement date.
• If more shares are tendered, acceptance will be proportionate.

SPA and control

• SPA covers 31,63,390 shares, or 20.95% of voting capital.
• SPA consideration is ₹56,94,102 at ₹1.80 per share.
• Acquirers will become promoters and gain control after completion.
• Acquirers do not intend to delist the company.
• Promoter sellers will seek reclassification after transfer.

Shareholding impact

• Post-SPA holding is 31,63,390 shares, or 20.95%.
• Post-offer holding assuming full acceptance is 70,90,705 shares, or 46.96%.
• Acquirer 2 already holds 1,327 shares and is a non-executive director.
• Public shareholding will remain above minimum public float if full acceptance occurs.

Timeline

• Public announcement was made on May 15, 2026.
• DPS was published on May 22, 2026.
• Tendering period opens on July 9, 2026 and closes on July 22, 2026.
• Independent directors' recommendation is due by July 7, 2026.
• Payment completion is targeted by August 5, 2026.

Financials

• FY26 revenue was ₹78.69 lakh.
• FY26 profit after tax was ₹4.19 lakh.
• FY26 net worth was ₹1,008.137 lakh.
• FY26 EPS was ₹0.02.
• FY25 and FY24 showed losses of ₹3.38 lakh and ₹10.40 lakh.

Board Appointments and Resignations

• Appointed Mr. Mallour Rajesh Kumar as Additional Non-Executive Non-Independent Director effective 12 Feb 2026.
• Appointed Mr. Bhamidipati Suryaprakash as Independent Director for a 5-year term effective 12 Feb 2026.
• Appointed Ms. Vaishnavi Sharma as Company Secretary cum CFO and Compliance Officer effective 12 Feb 2026.
• Noted resignation of Mrs. Lakshmi Sudha Madala as Chief Financial Officer effective 12 Feb 2026.

Corporate Actions

• Authorized Board to take loans from Directors and/or by way of Intercorporate Loan.
• Approved shifting of registered office within Hyderabad city effective 12 Feb 2026.