Vijaya Diagnostic Centre Ltd

Vijaya Diagnostic Centre Limited — Trading Window Closed from October 01, 2026 until 48 hours after the unaudited results for the quarter ended September 30, 2026 are announced publicly

AGM details

• AGM held on 24 September 2026 at 11:00 a.m. via VC/OAVM.
• Record date: 16 September 2026.
• Total shareholders on record: 71,324.
• Attendees: Promoter group 4, Public 64, via video conferencing.

Resolutions and voting outcomes

• Adopt standalone financial statements for year ended 31 March 2026; reports: Passed.
• Adopt consolidated financial statements for year ended 31 March 2026; reports: Passed.
• Declare final dividend of ₹2 per equity share: Passed.
• Re-appoint director by rotation: Passed.
• Ratify remuneration of Cost Auditor for FY2027: Passed.
• Approve VDCL Employee Stock Option Plan 2018 – Scheme 7 (Special): Passed.
• Notify/grant options under Scheme 7 to eligible employees: Passed.

AGM details

• Date and time: 24 Sep 2026 at 11:00 IST; mode: VC/OAVM.
• Meeting concluded at 11:52 IST; 65 members attended via VC/OAVM.

Ordinary resolutions

• Adopt standalone financial statements for FY2026 and related reports.
• Adopt consolidated financial statements for FY2026 and auditors' report.
• Declare final dividend of ₹2 per equity share.
• Re-appoint Ms. Sura Geeta Reddy on rotation.

Special resolutions

• Ratify remuneration of Cost Auditor for FY2027.
• Amend VDCL Employee Stock Option Plan, 2018.
• Approve Scheme 7 under VDCL ESOP 2018 and grant options.

Voting status

• Resolution 1 results to be declared; e-voting disclosures to stock exchanges and company website.
• Resolution 2 results to be declared; disclosures via stock exchanges and website.
• Resolution 3 results to be declared; dividend status to shareholders.
• Resolution 4 results to be declared; director re-appointment outcome.
• Resolution 5 results to be declared; cost auditor remuneration ratified.
• Resolution 6 results to be declared; ESOP amendments.
• Resolution 7 results to be declared; Scheme 7 options grant.

Acquisition overview

• 100% acquisition of Arya Wellness Centre’s integrated diagnostics business in Guwahati on slump sale basis.
• EPS accretive from onset.
• Asset margins: ~80% gross margin and ~21% EBITDA margin.
• Business mix: Adv Radiology 35%, Basic Radiology 9%, Adv Pathology 16%, Basic Pathology 40%.
• 85%+ revenue from B2C; located on GS Road with central reference lab.

Strategic rationale & expansion

• Guwahati extension provides gateway to wider North-East region.
• Natural extension of Vijaya's presence in West Bengal and North-East.
• Established platform, infrastructure, and clinicians support expansion.

Financial implications

• Acquisition is EPS accretive from onset.
• Provides access to established operating platform with margins.

Deal details

• 100% acquisition of Arya Wellness Centre Guwahati via BTA for ~₹46 crore.
• Close expected in ~3 months subject to customary CPs.
• Slump sale structure; valuation at 8-9x FY26 IND AS EBITDA; EPS accretive.
• Arya Wellness Centre FY26 revenue ₹26 crore; EBITDA ₹5.6 crore; Adjusted PAT ₹2.5 crore.
• B2C revenues account for 85% of sales; service mix 56% Pathology, 44% Radiology.
• Single-centre operation; established 2021 as JV between NEMRIL and HRPL.

Strategic rationale

• Entry into Guwahati aligns with B2C-focused growth and North-East expansion.
• Provides an established platform to expand Vijaya's integrated diagnostics in Assam.

Acquisition approval

• Board approves acquisition of Arya Wellness Centre's integrated diagnostic business on slump sale basis.
• Cash consideration ₹46.20 crore; payable under BTA.

Deal timeline and conditions

• Completion targeted within 90 days, subject to customary closing conditions.

Regulatory and related-party disclosures

• Transaction not a related party; promoter group has no interest.
• Consummation subject to requisite statutory and regulatory approvals.

Target profile and rationale

• Expansion into Assam and North-East India; FY2025-26 turnover ₹26.95 crore.
• Guwahati, Assam-based target providing pathology and radiology services.

Deal economics and control

• Post-completion, Vijaya assumes 100% operational control; slump sale basis, not equity shares.

Meeting Details

• Date/Time: 10 Sep 2026, 11:00 IST, Institutional Investor Meeting hosted by Emkay Global, in-person.
• Type/Mode: Group Meeting or One-on-One – In Person
• Event/Organizer: Institutional Investor Meeting hosted by Emkay Global
• Venue: Vijaya Diagnostic Centre, JP Nagar, Bengaluru

Participants

• Key company participant: Chief Financial Officer (CFO).

Purpose

• Purpose: Investor/analyst interaction based on publicly available information.

Appointment of CIO

• Appointment of Dr. Venkata Naresh Yallapragada as Chief Information Officer.
• Effective from September 02, 2026; tenure not disclosed.
• Profile: 23+ years in Healthcare IT; Clinician with MSc; led CIO/CTO roles at KIMS, Rainbow, Maxivision.
• Reason: Appointment as CIO.
• Relationships: Not Applicable.

Resignation of CS & CO

• Ms. Naga Vasudha Tadepalli resigns as Company Secretary & Compliance Officer; last working day Aug 26, 2026.
• Reason: personal reasons for resignation.