Dr Agarwals Eye Hospital Ltd

Financial highlights

• Total income for FY26: INR 476.69 crores, up 18.5% YoY.
• Revenue from operations: INR 470.87 crores.
• EBITDA: INR 151.13 crores; margin 32.0%.
• PAT: INR 70.10 crores; EPS: INR 147.02.
• Total comprehensive income: INR 70.12 crores.

Operations & network

• Network expanded to 63 facilities in India, from 61.
• Mature centers generating cash to fund growth.
• Merger with AHCL approved; NCLT sanction pending.
• Strategic expansion in Tamil Nadu and underserved markets.

Capital structure & funding

• Equity share capital rose to INR 4.83 crores after preferential issue.
• Funds raised via preferential issue: INR 70 crores.
• Total borrowings: INR 326.13 crores; lease liabilities: INR 244.32 crores.
• Net debt: INR 319.42 crores; Debt/Equity: 0.92x.
• Undrawn bank facilities: INR 4.0 crores.
• Capital work-in-progress: INR 197.32 crores; completion expected Sep 2026.
• Shares issued: 132,827 via preferential issue.

Dividends

• Interim dividend: INR 3 per share; final dividend proposed: INR 4 per share.
• Final dividend payable within 30 days of AGM.
• Total dividend per share for FY26: INR 7.

Governance & audits

• Statutory auditors: S.R. Batliboi & Associates LLP; audit is unqualified.
• Secretarial audit: no observations; Scrutinizer: Subramanian Chandrasekar.
• Board: six directors; mix of executives, independent, and one woman.
• Independent directors met Feb 16, 2026 for performance review.

Strategic developments

• Scheme of amalgamation with AHCL approved; awaiting NCLT sanction.
• NSE admission to trading under DRAGARWQ; listing formalities underway.
• NCLT directed meetings for scheme approval on July 2, 2026.
• Focus on Tamil Nadu expansion and disciplined capex.

CSR & ESG

• CSR expenditure ₹1.25 crore; 2% average net profit target ₹1.20 crore.
• Eight CSR thrust areas; emphasis on education and healthcare.
• CSR policy and projects disclosed on the company website.

Risks & outlook

• No material post-year changes; risk management ongoing.
• Potential regulatory approvals and integration synergies from AHCL merger.

Acquisition details

• Target: Dr Agarwal's Health Care Limited.
• Acquirer and PACs: Invesco Mutual Fund; six listed schemes.
• Promoter/promoter group: No.
• Exchanges: BSE Limited and National Stock Exchange of India Limited.
• Pre-acquisition voting-rights: 95,86,950 shares (3.0240%).
• Pre-acquisition encumbrance: Nil.
• Acquisition: 69,38,186 voting-rights shares acquired (2.1885%).
• Encumbrance on acquisition: Nil.
• Post-acquisition voting-rights: 1,65,25,136 shares (5.2125%).
• Mode of acquisition: Open Market.
• Date of acquisition: Aug 12, 2026.
• Equity capital before: Rs 31,70,26,183.
• Equity capital after: Rs 31,70,26,183.
• Total diluted capital after: NA.
• Salient features: NA.

Meeting Details

• Board meeting scheduled for Monday, August 03, 2026 (time and venue not disclosed).

Key Agenda Items

• Consider and approve the unaudited financial results for the quarter ended June 30, 2026.

Other Notes

• Trading window closed until 48 hours after the results announcement.

Dematerialisation/rematerialisation status

• Dematerialised shares have been listed on the exchanges where the existing shares are listed.
• Mutilated certificates were cancelled after verification, and the depository registered owner substituted within 15 days.
• The details of dematerialised/rematerialised shares were furnished to all exchanges where listed.

Scheme approval

• NCLT convened unsecured creditors' meeting held July 2, 2026 to approve the Scheme.
• Combined voting: 4,33,87,320 votes; 100% in favor; 3/4 value majority attained.
• Voting mechanics: remote e-voting (31 creditors), venue polls, and e-voting at meeting; NSDL managed process.
• Resolutions deemed passed as of July 2, 2026, pending sanction by NCLT Chennai Bench.
• Board authorized to implement Scheme and undertake requisite actions post-sanction.
• No monetary consideration or financial metrics disclosed in the report.

NCLT creditors meeting

• NCLT convened meeting of unsecured creditors held on July 2, 2026 at The Music Academy, Chennai.
• Consider and approve Scheme of Amalgamation between Dr. Agarwal's Eye Hospital Ltd and Dr. Agarwal's Health Care Ltd.
• Special Majority approval under Sections 230 to 232 of the Companies Act, 2013.
• Quorum comprised 31 unsecured creditors present, out of 371 total.
• Voting conducted via e-voting and polling; results to be consolidated by Scrutinizer.
• Resolution notice, Explanatory Statement, and related documents available for inspection.
• Meeting concluded at 12:05 P.M. (IST).
• Total unsecured creditors on record date: 371.

Approval by secured creditors

• NCLT-convened meeting of secured creditors held July 2, 2026.
• Combined Scrutinizer's Report confirms resolutions approved by requisite majority and deemed passed.
• Total votes cast: 85,77,34,403; all in favor, none against.
• Voting included remote e-voting (June 7–July 1, 2026) and venue polls.
• Approval is conditional on sanction by the Hon'ble NCLT, Chennai Bench.
• Board authorized to implement the Scheme and execute ancillary documents as required.
• Quorum met; meeting attended by one secured creditor.
• Scheme relates to amalgamation of AEHL (transferor) and AHCL (transferee).

NCLT meeting update

• NCLT convened meeting of secured creditors held on 02 July 2026 at The Music Academy, Chennai.
• Scheme of Amalgamation between transferor Dr Agarwal's Eye Hospital Limited and transferee Dr Agarwal's Health Care Limited.
• Special majority approval under Sections 230-232 of the Companies Act 2013 required for final action.
• Only one secured creditor attended; meeting quorum met as of record date 31 December 2025.
• Resolutions were transacted; voting conducted via EVoting and polling; results to be consolidated by Scrutinizer.
• NCLT order dated May 5, 2026 and notice dated June 1, 2026 referenced; Explanatory Statement attached.