Mr. Amarandhar Reddy Kotha and Mr. Mallour Rajesh Kumar have initiated a mandatory open offer to acquire up to 39,25,988 equity shares, representing a 26% stake, in Dolphin Medical Services Limited. The offer is priced at ₹4.80 per fully paid-up equity share, resulting in a total consideration of ₹1,88,44,743, payable in cash.

The open offer follows a Share Purchase Agreement (SPA) dated May 15, 2026, between the acquirers and the promoter sellers, Mr. Gude Venkata Mohan Prasad and Mrs. Lakshmi Sudha Madala. Pursuant to the SPA, the acquirers are purchasing 31,63,390 equity shares, representing 20.95% of the voting share capital, at a negotiated price of ₹1.80 per share for an aggregate consideration of ₹56,94,102.

Offer Details and Financials

The offer is being made in accordance with Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The equity shares of the target company are frequently traded on the BSE Limited. The offer price of ₹4.80 was determined based on the volume-weighted average market price for the 60 trading days preceding the public announcement.

The acquirers have opened an escrow account with Axis Bank Limited and deposited ₹47,20,000, which is more than 25% of the total consideration payable under the offer. The financial arrangements for the offer are being funded out of the acquirers' own net worth without borrowings from any bank or financial institution.

Target Company and Acquirers

Dolphin Medical Services Limited is engaged in providing diagnostic and healthcare services, including radiology, pathology, and ophthalmic care. The company’s equity shares are listed on BSE Limited (Security Code: 526504). For the financial year ended March 31, 2026, the company reported a total revenue of ₹78.69 lakh and a net profit of ₹4.19 lakh, compared to a net loss of ₹3.38 lakh in the previous year.

Mr. Amarandhar Reddy Kotha and Mr. Mallour Rajesh Kumar are the acquirers. Mr. Kotha is an entrepreneur with interests in the information technology sector, while Mr. Kumar is a finance professional and strategic advisor. They are inter-related as common directors of several entities, including Datacipher Education Services Private Limited and Airtree Ventures Private Limited. Upon completion of the offer, the acquirers will become the promoters of the target company.

Timeline and Process

The tendering period for the open offer is scheduled to commence on July 9, 2026, and close on July 22, 2026. The offer will be implemented through the stock exchange mechanism provided by BSE Limited. The acquirers do not intend to delist the company and have undertaken not to alienate any material assets for a period of two years, except in the ordinary course of business.

Dolphin Medical Services Limited has submitted its audited financial results for the fourth quarter and financial year ended March 31, 2026, to the Bombay Stock Exchange. The results were reviewed by the Audit Committee and approved by the Board of Directors at a meeting held on May 16, 2026. The submission was made in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and included the audited Statement of Assets & Liabilities, Cash Flow Statement, and Independent Auditors' Report confirming an unmodified opinion.

Financial Performance Overview

Dolphin Medical Services recorded a turnaround in profitability for the full financial year, reporting a net profit of ₹4.19 lakhs compared to a net loss of ₹3.38 lakhs in the previous financial year. Total revenue for the year stood at ₹78.69 lakhs, against ₹81.62 lakhs in the prior year. Total expenses declined to ₹72.57 lakhs from ₹84.66 lakhs, reflecting improved cost management. The company's profit before tax for the year was ₹6.12 lakhs, reversing a pre-tax loss of ₹3.04 lakhs in the previous year.

Quarterly Performance

For the quarter ended March 31, 2026, the company reported total revenue of ₹20.12 lakhs, up from ₹15.27 lakhs in the corresponding quarter of the previous year. Net profit for the quarter stood at ₹0.71 lakhs, compared to a net loss of ₹7.00 lakhs in the same quarter of the prior year. Total expenses for Q4 were ₹19.41 lakhs, significantly lower than ₹21.93 lakhs in the year-ago period.

Balance Sheet Highlights

As at March 31, 2026, total assets stood at ₹1,243.43 lakhs, compared to ₹1,207.576 lakhs in the previous year. Total equity increased to ₹1,008.137 lakhs from ₹1,003.951 lakhs, supported by the improvement in profitability. Paid-up equity share capital remained unchanged at ₹1,509.995 lakhs with a face value of ₹10.00 per share. Other equity stood at (₹501.858 lakhs), improving from (₹506.044 lakhs) in the prior year.

Cash Flow Summary

The audited cash flow statement for the period ended March 31, 2026, shows cash generated from operations of ₹13.599 lakhs, compared to a cash outflow of (₹5.971 lakhs) in the previous year. Net cash used in investing activities was (₹45.400 lakhs), primarily on account of purchase of fixed assets. Net cash from financing activities was ₹31.324 lakhs. The net decrease in cash and cash equivalents for the period was (₹0.472 lakhs), with closing cash and cash equivalents at ₹1.540 lakhs.

Auditor's Report and Compliance

The statutory auditors, M/s. Kota and Associates, Chartered Accountants (Firm Registration No. 020801S), have issued an unmodified opinion on the audited financial results, confirming that the financial statements give a true and fair view in conformity with Indian Accounting Standards (Ind AS). The auditors noted no instances of fraud, no undisputed statutory dues outstanding for more than six months, and adequate internal control systems commensurate with the size and nature of the company's business. There were no investor complaints pending at the beginning, received during, or remaining unresolved at the end of the quarter ended March 31, 2026. The filing was duly signed by Dr. Mohan Prasad GV, Managing Director (DIN: 01236113), on behalf of Dolphin Medical Services Limited.