Arvaya Healthcare Limited (formerly Bijoy Hans Limited) will hold its 41st Annual General Meeting on Monday, September 21, 2026, at 3:00 pm via video conference. The meeting aims to approve the reappointment of Managing Director Kaushal Uttam Shah and sanction material related party transactions totaling ₹390 crore for FY27.

The company published the notice of the AGM and the Annual Report for the financial year 2025-26 in compliance with Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The advertisement appeared in Financial Express (All India English edition) and Dainadin Barta (Guwahati Assamese edition) on August 27, 2026. A subsequent communication dated August 28, 2026, confirmed the notice details to BSE Limited.

Meeting Details

Shareholders can access the notice of the AGM and the annual report on the company’s website. The copies of the newspaper advertisements are also available online.

Members holding shares in physical form who have not registered their email IDs are requested to update them with the Registrar to an Issue and Share Transfer Agent, Maheshwari Databotics Private Limited. Members holding dematerialized shares should register or update their email IDs with their respective Depository Participants.

Voting Process

The company will provide a remote e-voting facility to all members to cast votes on the resolutions set forth in the notice. Additionally, voting through an e-voting system during the AGM will be available. Detailed procedures for remote e-voting and voting at the AGM are provided in the notice.

Key dates for the voting process are as follows:

Pursuant to applicable SEBI circulars, a special window for the transfer and dematerialization of physical securities sold or purchased prior to April 1, 2019, remains open from February 5, 2026, to February 4, 2027. Securities transferred under this window must be credited in dematerialized form.

Key Resolutions

The AGM agenda includes ordinary business items such as the adoption of audited standalone and consolidated financial statements for FY26. Key special business resolutions include:

• Reappointment of Managing Director: Reappointment of Mr. Kaushal Uttam Shah (DIN: 02175130), who retires by rotation.
• Material Related Party Transactions (RPTs): Approval for entering into material related party transactions with promoters, promoter group companies, and wholly owned subsidiaries for FY27. The aggregate value of proposed transactions is ₹390 crore.
• IP Acquisition: Approval for the acquisition of the Copyright and Intellectual Property portfolio of DEFIB Institute of Health Solutions LLP for up to ₹10 crore, funded from Rights Issue proceeds.

Related Party Transactions

The company seeks shareholder approval for material related party transactions under Section 188 of the Companies Act, 2013, and Regulation 23 of SEBI Listing Regulations. The proposed transactions involve loans, advances, and services with various related parties.

These transactions are expected to be conducted at arm's length and in the ordinary course of business. The approval will remain valid until the next AGM.

DEFIB IP Acquisition

The company proposes to acquire the identified Copyright and Intellectual Property portfolio of DEFIB Institute of Health Solutions LLP, including patient relationship and ambulance management software. The consideration will not exceed ₹10 crore, determined based on an independent valuation. This transaction constitutes a material related party transaction as Executive Director Bidari Kotresh Anilkumar is a Designated Partner of DEFIB. The acquisition is funded from the proceeds of the company's Rights Issue.

Arvaya Healthcare board approved a material related-party transaction to acquire an intellectual property portfolio for up to ₹10 crore. The deal involves DEFIB Institute of Health Solutions LLP and will be funded from rights issue proceeds.

The Board of Directors met on August 26, 2026, to consider the acquisition of the copyright and IP portfolio of DEFIB Institute of Health Solutions LLP (LLPIN: AAS-7091). The transaction is structured strictly as an assignment of identified intellectual property assets, copyrights, and associated rights. It does not involve a slump sale or the acquisition of the entire business undertaking of the LLP.

Transaction Structure and Funding

The total consideration for the acquisition shall not exceed ₹10 crore, based on an independent valuation of the identified IP assets. The company proposed funding this consideration out of the proceeds from its Rights Issue. This funding method is subject to compliance with applicable provisions and the objects specified in the Rights Issue documents.

Regulatory Compliance and Governance

Being classified as a Material Related Party Transaction, the proposal requires adherence to the Companies Act, 2013, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This includes obtaining shareholder approval if applicable.

The Audit Committee reviewed and recommended the draft Copyright & IP Assignment Agreement, valuation report, and material terms prior to the Board’s approval. The Board revised the scope and structure of the proposed transaction during the meeting, shifting from a broader business undertaking acquisition to a specific IP portfolio purchase.

What the Numbers Show

The decision to fund the ₹10 crore IP acquisition specifically through Rights Issue proceeds indicates a strategic alignment between capital raising and asset deployment. By restricting the transaction to identified IP assets rather than a full slump sale, the company isolates the acquisition to specific intellectual property rights, potentially limiting exposure to legacy liabilities associated with the target LLP’s broader operations.