Mr. Amarandhar Reddy Kotha (Acquirer 1) and Mr. Mallour Rajesh Kumar (Acquirer 2) have issued a Public Announcement on May 15, 2026, to make an open offer to the public shareholders of Dolphin Medical Services Limited, a Hyderabad-based company listed on BSE Limited. The offer, managed by Rarever Financial Advisors Private Limited, has been triggered pursuant to the execution of a Share Purchase Agreement (SPA) dated May 15, 2026, in compliance with Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Open Offer Details

The open offer seeks to acquire up to 39,25,988 fully paid-up equity shares of face value ₹10.00 each, constituting 26.00% of the voting share capital of the Target Company. The offer price has been set at ₹4.80 per equity share, payable in cash. Assuming full acceptance under this open offer, the aggregate consideration payable to public shareholders amounts to ₹1,88,44,743.00 (rounded off).

Underlying Transaction

The open offer has been triggered by the execution of the SPA between the acquirers and the promoter sellers — Mr. Gude Venkata Mohan Prasad and Mrs. Lakshmi Sudha Madala. Under the SPA, the acquirers are set to acquire 31,63,390 equity shares representing 20.95% of the voting share capital, for a total cash consideration of ₹56,94,102.00.

Acquirer Shareholding Details

Prior to the transaction, Acquirer 1 held no equity shares in the Target Company, while Acquirer 2 held 1,327 equity shares representing 0.01% of the paid-up equity share capital. The following table summarises the shareholding positions of the acquirers at various stages:

Note: Differences, if any, in percentages are due to rounding off.

As noted in the Public Announcement, Mr. Mallour Rajesh Kumar (Acquirer 2) is the Non-Executive Director (Additional Director) and a public shareholder of the Target Company. No person is acting in concert with the acquirers for the purposes of this open offer. Upon completion of the open offer, the acquirers will become the promoters of the Target Company and shall have control over it.

Promoter Sellers

The promoter sellers under the SPA are Mr. Gude Venkata Mohan Prasad and Mrs. Lakshmi Sudha Madala. Post completion of the underlying transaction, both sellers shall cease to hold any equity shares in the Target Company and shall be reclassified from the promoter category in accordance with Regulation 31A of the SEBI (LODR) Regulations.

About the Target Company

Dolphin Medical Services Limited is registered at Level 3, Plot No 13, Green Lands Colony, Gachibowli, Seri Lingampally, K.V. Rangareddy, Hyderabad, Telangana, 500032, India. The company's paid-up equity share capital stands at ₹15,09,99,520/-, divided into 1,50,99,952 equity shares of face value ₹10/- each. The company is listed on BSE Limited.

Regulatory and Other Details

The Detailed Public Statement (DPS) is to be published in newspapers within 5 (Five) Working Days of this Public Announcement, i.e., on or before Friday, May 22, 2026. The open offer is not conditional upon any minimum level of acceptance under Regulation 19(1) of the SEBI (SAST) Regulations, 2011, and is not being issued pursuant to a competing offer under Regulation 20. The acquirers have confirmed firm financial arrangements for financing the acquisition of offer shares in terms of Regulation 25(1) of the SEBI (SAST) Regulations, 2011. The offer is managed by Rarever Financial Advisors Private Limited, based in Ahmedabad, Gujarat.

Dolphin Medical Services Limited announced significant changes to its board composition following a board meeting held on April 22, 2026. The meeting, which commenced at 08:30 PM and concluded at 09:20 PM IST, resulted in the appointment of two new independent directors and the acceptance of three director resignations, all effective immediately. The changes were disclosed pursuant to Regulation 30 read with Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

New Independent Director Appointments

The board approved the appointment of two independent directors based on recommendations from the Nomination and Remuneration Committee. Both appointments are for five-year terms and comply with provisions under Sections 149(6), 150, and 152 of the Companies Act, 2013, subject to shareholder approval.

Mr. Kolachalama Saikumar is a Chartered Accountant with over 10 years of expertise in audit, specializing in ASM audits, statutory audits, and concurrent audits of public and private sector banks. He is certified in Valuation and DISA (ICAI) with strong understanding of regulatory compliance, internal control assessments, and risk management frameworks. He is skilled in conducting detailed audit reviews under RBI guidelines.

Smt. Srujana Siddhani is an experienced Senior Consultant Obstetrician & Gynecologist, Laparoscopic Surgeon, and Infertility Specialist with over 19 years of experience. She is recognized as one of the best gynecologists and specializes in female reproductive organs care with advanced treatments that help patients recover quickly and safely.

Director Resignations

The board accepted resignations from three directors, all effective April 22, 2026. Each resigning director cited professional unavoidable circumstances as the primary reason for their departure.

All three departing directors confirmed that there are no material reasons for their resignations other than professional commitments. The board placed on record its appreciation for their contributions during their respective tenures.

Regulatory Compliance

Both newly appointed independent directors confirmed they are not debarred from holding director positions by any SEBI order or other authority, in accordance with BSE circular dated June 20, 2018. Neither appointee is related to any existing directors of the company as defined under Section 2(77) of the Companies Act, 2013. The company has filed the necessary information with the Bombay Stock Exchange and will complete required formalities with the Registrar of Companies. The resigning directors held no directorships in other listed entities.