Yatharth Hospital & Trauma Care Services Ltd

EGM resolutions and purpose

• Purpose: strategic investment by Rasmalai Limited via preferential issue of equity shares and warrants.
• Resolution 1 (Ordinary): Increase authorised capital and alteration of MOA Capital Clause.
• Resolution 2 (Special): Issuance of equity shares and warrants via private preferential issue to Rasmalai Limited.
• Resolution 3 (Special): Adoption of Amended Restated AoA and investor rights.
• Resolution 4 (Special): Adoption of Amended Restated AoA and promoter rights.
• Resolution 5 (Ordinary): Approval of Upside Share Arrangement under the Investment Agreement.

Yatharth Hospital & Trauma Care Services Ltd — Trading window closure from October 1, 2026; will reopen after 48 hours from the declaration of the Unaudited Financial Results of the Company for the second quarter and half year ending on September 30, 2026.

AGM Details

• AGM held on 25 Sep 2026 at 12:00 IST via VC/OAVM.
• Concluded at 01:19 IST.
• Record/cut-off date for votes: 18 Sep 2026.
• Remote e-voting period: 22–24 Sep 2026 (CDSL).
• Total shareholders on record date: 96,769.

Key Resolutions & Outcomes

• Item 1: Adoption of stand-alone and consolidated financial statements; passed.
• Item 2: Re-appointment of Dr Ajay Kumar Tyagi by rotation; passed.
• Item 3: Ratify remuneration of Cost Auditor for 2026-27; passed.
• Item 4: Approve material related party transaction; passed.
• Item 5: Modification of IPO proceeds utilization; passed.
• Item 6: Approve ESOP Scheme 2026; passed.
• Item 7: Grant ESOPs to subsidiary employees under ESOP 2026; passed.

Governance & Related Approvals

• Director changes: Re-appointment of Tyagi approved; by rotation.
• Auditors: Cost Auditor remuneration ratified for 2026-27.
• Other: Related approvals included ESOP Scheme 2026 and subsidiary employee options.

AGM details

• 19th AGM held on 25 September 2026 at 12:00 Noon IST via VC/OAVM.
• Notice and Annual Report for FY 2025-26 sent to shareholders on 3 September 2026.
• Remote e-voting from 22 to 24 September 2026; voting also at AGM.
• Quorum of 99,769 members as on cut-off date 18 September 2026.
• Chair presided by Yatharth Tyagi; Ajay Kumar Tyagi unable to attend.
• Meeting concluded at 12:49 PM IST.

Key resolutions

• Adoption of audited standalone and consolidated financial statements for FY 2025-26.
• Re-appointment of Dr. Ajay Kumar Tyagi by rotation.

Special/business resolutions

• Ratification of remuneration of Cost Auditor for FY 2026-27.
• Approval for Material Related Party Transaction.
• Modification of IPO proceeds utilisation objectives/terms.
• Approval of ESOP 2026.
• Approval for grant of options to employees of subsidiary companies under ESOS 2026.

Voting results

• Voting results to be provided separately in the Scrutinizer's report.

Directors

• Dr. Ajay Kumar Tyagi retires by rotation and is proposed for re-appointment.

Auditors

• No auditor changes disclosed in this filing.

Material related party transactions

• Material RPTs approved; counterparty and value not detailed in this chunk.

Other material approvals

• ESOP 2026 and subsidiary ESOP 2026 approved; IPO proceeds utilisation revised.

Meeting Details

• Sept 28, 2026: Nuvama Emerging India CEO Forum, Mumbai, investor conference.
• Sept 29, 2026: Sell-Side meets, Mumbai, one-to-one and group.

Participants

• Company management (CEO and other senior executives) to participate.

Purpose

• Engagement with investors at CEO Forum and sell-side meetings.

Additional Notes

• Information will be available on the company's investor website.

Purpose of EGM

• Increase authorised share capital and alter MOA.
• Approve private placement of Subscription Shares and Warrants to Rasmalai.
• Adopt Restated Articles incorporating Investor Special Rights.
• Adopt Restated Articles granting Promoter Rights.
• Approve Upside Share Arrangement for Promoters.
• Appoint Monitoring Agency; stock exchanges and CCI approvals required.

Resolutions

• Item 1: Ordinary resolution to increase authorised capital to INR 150 crore.
• Key terms: 15,000,000 shares; rank pari passu.
• Promoters/directors have no material interest beyond shareholding.
• Item 2: Special resolution for preferential issue to Rasmalai.
• Nature: private placement of Subscription Shares and Warrants.
• Price: INR 985.17 per share/warrant; upfront 25% for warrants.
• Floor price/valuation-based; approvals from shareholders, stock exchanges, and CCI required.
• Post-issue, Rasmalai ~24.87% on a fully diluted basis; no control change.
• Promoters/directors do not intend to subscribe.
• Item 3: Special resolution to adopt Restated Articles with Investor Rights.
• Investor rights include nominating two non-exec directors and committee seats.
• Effective on Closing Date; may include additional reserved matters.
• Item 4: Special resolution for Promoter Rights in Restated Articles.
• Promoter rights include nominating majority non-independent directors and reserved matters.
• Item 5: Ordinary resolution for Upside Share Arrangement.
• Promoter incentive payable by Investor; no cost to Company; promoters abstain.

Impact on Shareholding / Control

• Post-issue Rasmalai ~24.87% on fully diluted basis.
• Promoters’ holding reduces to about 41.82%; control remains with promoters.
• Public/non-promoter holding increases to about 58.18%.

Funding Rationale / Use of Proceeds

• Objects: expand hospital network and healthcare infrastructure; working capital; debt repayment.
• Total estimated proceeds: INR 31,50,00,02,910.60; deployment over ~3 years.
• Monitoring Agency to oversee use of proceeds; quarterly reporting

Governance / Management

• Investor Nominee Directors: 2; Promoters Nominee Directors: 2; board committees reconstituted.
• Promoter rights include nominating majority non-independent directors and related reserved matters.

Capital structure changes

• Increase authorized capital from INR 115 crore to INR 150 crore.
• MOA capital clause to be amended subject to shareholder approval.
• No change in control upon completion.
• EGM date for approvals to be held 15 Oct 2026.

Preferential issue terms

• Issuance of up to 1,30,26,516 equity shares at INR 985.17 per share.
• Up to 1,89,47,664 warrants at INR 985.17 per warrant.
• Aggregate subscription consideration up to INR 31,50,00,02,910.60.
• Post-issue stake: 24.87% on a fully diluted basis.
• Floor price INR 984.70; subscription price INR 985.17; premium INR 975.17.
• Investor: Rasmalai Limited, Cyprus; 1 investor.
• Approval via special resolution at 15 Oct 2026 EGM.
• 100% upfront for Subscription Shares; 25% upfront and 75% on exercise for Warrants.

Rights and governance

• Restated Articles to incorporate Investor rights; subject to special resolution.
• Restated Articles to grant Promoter rights; subject to special resolution.
• Upside Share Arrangement: promoter entitled to profits on investor exit with min return.
• Promoter rights: board nomination rights; 3-year lock-in.
• No change in control; investor becomes public non-promoter.
• Warrants tenure up to 15-18 months; exercisable in tranches; upfront forfeiture on lapse.

Ownership and investor profile

• Investor: Rasmalai Limited, Cyprus.
• Pre-issue promoter stake 55.80%.
• Investor pre-issue holding: 0%.
• Post-issue investor share: 24.87%; 3,19,74,180 shares.

Transaction overview

• Advent to invest Rs 3,150 crore primary capital for 24.9% stake, subject to closing.
• Promoter Tyagi family to remain largest shareholder and guide long-term vision.
• Nine hospitals with ~2,800 beds; overall announced capacity ~3,250 beds.
• Transaction remains subject to customary closing conditions.