Dr. Agarwals Health Care Ltd

Target background & structure

• Orbit Healthcare Services Nigeria Ltd is a Nigerian subsidiary in the Orbit Mauritius group.
• Orbit Nigeria became a wholly owned subsidiary of Orbit Mauritius.
• Orbit Mauritius is a direct wholly owned subsidiary of Dr. Agarwal's Health Care Limited.
• Orbit Nigeria is an indirect/step-down subsidiary of Dr. Agarwal's Health Care Limited.
• Size/scale information is not disclosed in the filing.
• Industry/sector of the target is not disclosed.
• Strategic rationale for the step-down is not explicitly stated.
• Regulatory approvals, if any, are not specified.
• Timeline for completion is not specified.
• Form of consideration and cost are not disclosed.
• Shareholding: Orbit Mauritius owns Orbit Nigeria 100%; indirect ownership by Dr. Agarwal's Health Care Ltd.
• Incorporation date and turnover history not disclosed.
• Background: Orbit Nigeria's products/services not disclosed.

Cessation: Independent Director

• Sanjay Anand ceased to be Independent Director on Sep 29, 2026; committees reconstituted.

Dr. Agarwal’s Health Care Limited – Trading Window closed from Sept 30, 2026; to reopen 48 hours after the unaudited standalone and consolidated results for the quarter and half year ending Sept 30, 2026 are announced.

AGM Details

• AGM held on 21 Sep 2026 at 10:00 IST via VC/OAVM.
• Record date for entitlement: 15 Sep 2026.
• Remote e-voting window: 17 Sep 2026 09:00 IST to 20 Sep 2026 17:00 IST.

Key Resolutions & Outcomes

• Resolution 1 (Ordinary): Adopt standalone and consolidated financials for FY2026; approved 99.93%.
• Resolution 2 (Ordinary): Re-appoint Dr. Anosh Agarwal as WTD/COO; approved 99.96%.
• Resolution 3 (Ordinary): Re-appoint Ankur N. Thadani as Non-Executive Director; approved 87.70%.
• Resolution 4 (Ordinary): Appoint Batliboi as Statutory Auditors through 20th AGM; remuneration fixed; approved 99.999%.
• Resolution 5 (Special): Revise remuneration of Dr. Adil Agarwal; approved 99.98%.
• Resolution 6 (Special): Revise remuneration of Dr. Anosh Agarwal; approved 99.98%.
• Resolution 7 (Ordinary): Ratify cost auditor remuneration for FY2025-26; approved 100%.

Auditor Appointments

• Statutory Auditor appointed: Batliboi to hold office through 20th AGM; remuneration fixed.

Director Changes

• Re-appointment of Dr. Anosh Agarwal as WTD & COO; term by rotation.
• Re-appointment of Ankur N. Thadani as Non-Executive Director; retirement by rotation.

AGM Details

• AGM held on 21 September 2026 at 10:00 IST via VC/OAVM.

Key Resolutions

• Resolution 1: Adopted audited financials; ordinary; passed.
• Resolution 2: Re-appointment of Dr. Anosh Agarwal; by rotation; passed.
• Resolution 3: Re-appointment of Ankur Nand Thadani; by rotation; passed.
• Resolution 4: Appointed S.R. Batliboi & Associates LLP as Statutory Auditors till 20th AGM; remuneration fixed; passed.
• Resolution 5: Remuneration of Dr. Adil Agarwal revised; passed.
• Resolution 6: Remuneration of Dr. Anosh Agarwal revised; passed.
• Resolution 7: Ratification of Cost Auditor remuneration for FY 2025-26; passed.

Director Changes

• Two directors re-appointed: Dr. Anosh Agarwal and Ankur Nand Thadani.

Auditor Appointments

• Statutory Auditor: M/s S.R. Batliboi & Associates LLP; tenure to 20th AGM; remuneration to be fixed.

Overview

• FY26 standalone total income ₹1,326.55 cr; consolidated ₹2,124.52 cr.
• Total income grew 20.9% YoY; PAT ₹168 cr; PAT margin 7.9%.
• SSSG rose 14.1% across FY26.
• Consolidated revenue ₹2,080.08 cr; PAT ₹168.14 cr; EPS ₹4.21.
• Surgery count reached 3,23,245; cataract share 73%.
• Facilities: 288 eye care facilities across India and Africa.
• Patients served: 30,09,301; 968 doctors; 7,176 total employees.
• Delhi NCR expanded to 7 facilities within a year.
• merger milestone: merger of AHCL and AEHL approved; integration ongoing.
• PPP (Pinhole Pupilloplasty) launched; ~500 PPP cases in FY26 with 94% vision improvement.
• AI initiatives: Neo hospital management system; AI-driven patient engagement chatbot handling 2 lakh queries.
• IPO proceeds: ₹3,027 cr raised in Feb-2025; ₹276.55 cr utilised; ₹23.45 cr unutilised.

Operational footprint & growth

• Greenfield expansion: 288 facilities across India and Africa; 155 Indian cities in FY26.
• Delhi NCR: 7 facilities established in under a year; strong regional push.
• Hub-and-spoke model with asset-light expansion reduces capex intensity.
• International footprint: Africa across 9 countries; ongoing expansion in select markets.
• Cataract and high-value procedures scaled via pipeline and referrals.

Geography & market mix

• FY26 regional revenue mix: South ₹1,273 cr (61.2%), West ₹341 cr (16.4%), North ₹191 cr (9.2%), East ₹61 cr (2.9%).
• Domestic revenue share higher in South; Africa operations growing contribution.
• Geographic expansion aligned with hub-and-spoke strategy for scale.

Capital structure & liquidity

• IPO proceeds ₹3,027 cr; net proceeds utilised ₹276.55 cr; unutilised ₹23.45 cr.
• Total debt ₹1,066 cr; net debt ₹936.98 cr; net debt to equity 0.44x.
• Cash & equivalents ₹90.55 cr; undrawn working capital ₹20.46 cr.
• Consolidated liquidity supported by IPO funds and cash reserves.

Governance, risk & control

• Board of nine directors; five Independent; one woman Independent.
• SR Batliboi & Associates LLP appointed as Statutory Auditors; fees ₹63 lakh proposed FY26-27.
• CSR Committee in place; POSH policy; internal controls robust; no material audit qualifications.
• Related party transactions disclosed; all arm's length; comprehensive Form AOC disclosures.
• Merger governance: AEHL merger progress; awaiting regulatory approvals.

Strategic initiatives & innovations

• Pinhole Pupilloplasty (PPP) adopted globally; ~500 cases FY26; 94% vision improvement.
• Neo PMS powers 5,000+ branches; cloud data storage; real-time MIS; doctor-friendly workflows.
• Expanding into Delhi NCR; accelerating organic growth and leadership in key markets.
• Potential collaborations in clinical research; supplier partnerships for high-end ophthalmic equipment.

CSR & ESG highlights

• CSR outlay: ₹1.3485 cr; average net profit 2% yields ₹63.18 lakh.
• Projects focused on education, girl-child empowerment, hunger eradication; several initiatives in Tamil Nadu and MP.
• CSR spend includes ongoing community education and eye care awareness programs.

Outlook & risks

• Indian eye care market projected to grow 10-12% CAGR to FY30.
• Regulatory, currency, and macroeconomic risks; management monitoring and mitigation plans.
• Ongoing integration of AEHL; potential efficiency gains from consolidation.

Centre launch

• AEHL launched the World's First Pinhole Pupilloplasty Centre at Alwarpet, Chennai.
• Inaugurated on August 27, 2026 by Tamil Nadu Chief Minister C. Joseph Vijay.
• Launched during the 41st National Eye Donation Fortnight.

Centre features and impact

• PPP, developed by Prof. Dr. Amar Agarwal, improves vision with donor tissue preservation.
• Centre provides diagnostics, surgery, and long-term follow-up for complex corneal conditions.
• PPP does not require donor tissue, addressing global donor shortages.

Programs and outreach

• Training annually for more than 50 ophthalmologists through workshops.
• Centre supports research, diagnostics, and patient-education as part of expansion.
• Over 16,000 students were screened during Tamil Nadu eye-health initiatives.

Meeting Details

• Sept 16, 2026: Jefferies India Forum, physical, group & one-on-one, Gurgaon
• Sept 17–18, 2026: Kotak Healthcare Forum, physical, group & one-on-one, Mumbai

Participants

• Company officials to participate in investor conferences

Purpose

• Investor interaction at scheduled conferences; no unpublished price-sensitive information disclosed

Encumbrance on shares

• Target Company: Dr. Agarwal's Health Care Limited.
• Disclosing party: Catalyst Trusteeship Limited, non-promoter onshore security agent.
• Pre-transaction encumbrance: 41,495,685 shares (13.09%).
• Encumbrance created: 7,538,303 shares (2.38%).
• Post-transaction encumbrance: 49,033,988 shares (15.47%).
• Date of pledge creation: 21 August 2026.
• Mode: creation of encumbrance by pledge.
• Total equity capital before/after: 316,983,028 shares; diluted: 319,262,876.