Zenith Healthcare Ltd

Financial results

• Unaudited quarterly results for quarter ended 30 June 2026 approved with Limited Review Report.

Transaction Overview

• Amalgamation of Achyut Healthcare Limited into Zenith Healthcare Limited; transferor to dissolve; no cash.

Rationale

• Synergies and expanded product portfolio across markets.
• Access to larger production capacity and new manufacturing facilities.
• Simplified group structure and improved financial flexibility.

Key Terms

• Entities involved: Achyut Healthcare Limited (Transferor) and Zenith Healthcare Limited (Transferee).
• Transaction structure: Amalgamation; transferor dissolved; Zenith to issue equity shares.
• Effective date: Not disclosed; approvals required.

Share Exchange & Consideration

• Share exchange ratio: 119 Zenith shares for 50 Achyut shares; no cash.
• Post-amalgamation Zenith promoter holding: 45.80%; public 54.20%.
• Transferor to dissolve; transferor shares cancelled.

Financial Snapshot

• Achyut assets: INR 3,809.44 lakh.
• Achyut turnover: INR 1,197.15 lakh.
• Achyut net worth: INR 3,506.12 lakh.
• Zenith assets: INR 1,098.59 lakh.
• Zenith turnover: INR 1,093.65 lakh.
• Zenith net worth: INR 742.42 lakh.

Shareholding & Listing Impact

• Post-merger, Zenith listed; Achyut ceases as standalone entity.

Related Party & Arm's Length

• Related party within the same group; terms at arm's length.
• Fairness Opinion from Aftertrade Broking; Den Valuation supports ratio.
• Not subject to Section 188 due to MCA Circular 30/2014.

Demat/remat status

• Dematerialisation requests up to the reporting period were confirmed to depositories.
• Dematerialised securities have been listed on the stock exchanges.
• Physical certificates were mutilated and cancelled after verification; depositories' names substituted in the register within the prescribed timeline.

Appointment

• Mr. Akshit M. Raycha appointed Joint Managing Director on 29 May 2026.
• Term runs from 29 May 2026 to 28 April 2029, until next AGM conclusion.
• He is a Commerce Graduate and MBA from Cambridge University.
• He has management, export business, and retail industry experience.
• He is son of CMD Mahendra C. Raycha and director Neela M. Raycha.
• He holds directorships in three Zenith group companies and one LLP.
• No committee memberships on listed entities were reported.
• Remuneration increases by Rs. 9,00,000 annually to Rs. 24,00,000.

Financial results

• Approved audited standalone financial results for quarter and year ended 31 March 2026.
• Auditor issued an unmodified opinion on the standalone results.
• Audited financial statements included balance sheet and cash flow statement.

Board decisions

• Appointed M/s. Mohta Khetawat & Co. as internal auditor for FY 2026-27.
• Approved related party transactions for half year ended 31 March 2026.
• Authorized management to fix AGM record date, book closure, venue, and e-voting dates.

Managing director appointment

• Approved appointment of Mr. Akshit Mahendra Raycha as Joint Managing Director from 29 May 2026.
• Term is three years, subject to shareholder approval by special resolution.
• Remuneration approved up to Rs. 2,00,000 per month, with perquisites.

Auditor remarks

• Statutory auditors reported no modified opinion or material emphasis of matter.
• Quarterly figures for 31 March 2026 were balancing figures from audited annual results.

Financial Results Approved

• Board approved unaudited standalone financials for quarter and nine months ended Dec 31, 2025
• Limited review report received from statutory auditors for quarter ended Dec 31, 2025
• Total income for nine months ended Dec 31, 2025 was Rs. 821.83 million
• Net profit for nine months ended Dec 31, 2025 was Rs. 34.71 million
• Earnings per share for nine months ended Dec 31, 2025 was Rs. 0.06 basic and diluted

Business Segment

• Company has one reportable segment: Pharmaceuticals Trading