Medplus Health Services Ltd

Meeting Details

• Board meeting scheduled for Oct 27, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated results for quarter and half-year ended Sept 30, 2026.

Other Notes

• Trading window closed from Oct 01, 2026 until 48 hours after the unaudited results declaration.

Regulatory non-compliance update

• Non-compliance under SEBI LODR 17(1A) due to appointment of 75-year-old NED Ajit Rangnekar.
• AGM held 17 August 2026 approved the appointment via special resolution.
• Exchanges levied a fine; company to strengthen governance systems to prevent recurrence.
• Non-compliance attributed to bona fide interpretational difference, not willful default.
• Board directed management to strengthen governance compliance and processes.
• Board submitted comments to Exchanges for information.

Acquisition of Optival residual stake

• Cash consideration Rs 1.10 crore for 17,986 Optival Health Solutions Private Limited shares.
• Acquisition increases MedPlus stake from 99.99% to 100%, making Optival a wholly owned subsidiary.
• Not a related party transaction; existing Optival shareholders are not related to MedPlus or promoter group.
• Completion subject to requisite documentation and dematerialization/transmission formalities.
• Expected to complete at the earliest possible date.

Filing fragment details

• Issuer: Medplus Health Services Ltd (543427).
• Counterparty/related entity: Catalyst Trusteeship Limited.

Acquisition details

• Target: Medplus Health Services Ltd; acquirer: ICICI Prudential Mutual Fund (not promoter).
• Pre-transaction holding: 60,94,338 voting shares (5.07%), encumbrances none.
• Acquired: 25,29,352 voting shares (2.11%); open market; Aug 20, 2026.
• Post-transaction holding: 86,23,690 voting shares (7.18%).
• Period of net acquisition: July 23, 2026 to August 20, 2026.
• Equity share capital before/after: ₹24,02,74,122; voting rights: 12,01,37,061 shares.
• Total diluted capital after: 12,02,37,751 shares (₹24,04,75,502).

AGM Details

• Held on Aug 17, 2026 via video conferencing / other audio-visual means.
• Remote e-voting and on-site e-voting occurred; Scrutinizer's Report dated Aug 18, 2026 attached.
• Six resolutions were placed before members and approved with requisite majority.

Key Resolutions & Voting

• Resolution 1 approved by Members with requisite majority.
• Resolution 2 approved by Members with requisite majority.
• Resolution 3 approved by Members with requisite majority.
• Resolution 4 approved by Members with requisite majority.
• Resolution 5 approved by Members with requisite majority.
• Resolution 6 approved by Members with requisite majority.

AGM details

• Date/time disclosed; mode: VC/OAVM.
• Venue deemed at registered office.
• Quorum confirmed; meeting conducted via VC/OAVM.

Key resolutions

• Ordinary: Adopt standalone and consolidated financial statements for FY 2025-26; outcome pending.
• Ordinary: Re-appoint Director retiring by rotation; outcome pending.
• Special: Appoint Independent Director; outcome pending.
• Special: Appoint another Independent Director; outcome pending.
• Ordinary: Re-appoint Managing Director & CEO; outcome pending.
• Ordinary: Ratify remuneration to Cost Auditors for FY 2026-27; outcome pending.

Governance changes

• Two Independent Directors appointed (non-executive roles).
• MD & CEO re-appointed; leadership term details not disclosed here.

Auditors & related matters

• Statutory auditors delivered unqualified opinions on FY 2025-26 financials.
• Remuneration of Cost Auditors for FY 2026-27 ratified.

Voting status

• Consolidated voting results pending; Scrutinizer's report to be uploaded to exchanges.

Regulatory update: Karnataka drug license suspensions

• Optival Health Solutions (MedPlus subsidiary) reports three one-day suspensions under Drug and Cosmetics Act Rule 65.
• Store 1: Ashram Road, Vijayapura; order received 05-Aug-2026; potential revenue loss ₹0.24 lakh.
• Store 2: Sindagi, Karnataka; order received 05-Aug-2026; potential revenue loss ₹0.17 lakh.
• Store 3: Hanuman Talkies Road, Raichur; order received 05-Aug-2026; potential revenue loss ₹0.23 lakh.

Telangana store drug license suspension

• Subsidiary Optival Health Solutions: five-day suspension of Telangana store's drug license.
• Order received 30 July 2026 from Assistant Director, Drugs Control Administration, Warangal.
• Potential revenue loss of Rs 2.34 lacs.

Parties and Transaction Overview

• Target: MedPlus Health Services Limited; acquirer: Catalyst Trusteeship Limited (not promoter group).
• Mode: Creation of pledge over MedPlus shares; date: 24 June 2026.
• Acquirer not part of promoter/promoter group.

Holding and Capital Context

• Pre-transaction encumbrance: 1,58,50,400 shares (13.19%); diluted 13.18%.
• Post-transaction encumbrance: 2,07,50,400 shares (17.27%); diluted 17.26%.
• Shares pledged by acquirer: 49,00,000 (4.08%).
• Equity share capital before/after: Rs 24,02,74,122.
• Total diluted share capital after: Rs 24,04,75,502.
• Total diluted voting capital after: 12,02,37,751 shares (17.26%).