Amarandhar Reddy Kotha and Mallour Rajesh Kumar have launched a mandatory open offer to acquire up to 39,25,988 equity shares of dolphin medical services , representing 26.00% of the company’s voting capital, at an offer price of ₹4.80 per share. The move allows the acquirers to consolidate control over the diagnostic services provider following a negotiated block deal with existing promoters. Public shareholders holding equity shares can tender their stakes during the tendering period from Friday, July 31, 2026, to Thursday, August 13, 2026. The total maximum consideration payable by the acquirers, assuming full acceptance of the offer, amounts to ₹1,88,44,743.

The open offer is triggered pursuant to Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the execution of a Share Purchase Agreement (SPA) dated May 15, 2026. Under the SPA, the acquirers agreed to purchase 31,63,390 equity shares, representing 20.95% of the voting share capital, from promoter sellers Mr. Gude Venkata Mohan Prasad and Mrs. Lakshmi Sudha Madala at a negotiated price of ₹1.80 per share. Upon completion of both the underlying transaction and the open offer, assuming full acceptance, the acquirers will hold approximately 46.95% of the voting share capital and be classified as promoters of the target company.

Rarever Financial Advisors Private Limited serves as the Manager to the Offer, while Integrated Registry Management Services Private Limited acts as the Registrar to the Offer. The acquirers have deposited ₹1,90,20,000 in an escrow account with Axis Bank Limited, which exceeds 100% of the total consideration payable under the offer. Chartered Accountant Rakesh Kumar Mandal has certified that the acquirers possess sufficient financial resources to meet their obligations without external borrowings. The offer is not conditional and is not subject to any minimum level of acceptance from public shareholders.

The offer price of ₹4.80 per share was determined in accordance with Regulation 8(2) of the SEBI (SAST) Regulations, 2011, as it represents the volume-weighted average market price of the equity shares for the 60 trading days immediately preceding the public announcement dated May 15, 2026. This price is higher than the negotiated SPA price of ₹1.80 per share. The acquirers have undertaken not to dispose of or encumber any significant assets of Dolphin Medical Services for two years following the closure of the open offer, except in the ordinary course of business or with prior shareholder approval via postal ballot.

Key Offer Details

What the Numbers Show

The financial data disclosed in the Letter of Offer highlights a shift in profitability for Dolphin Medical Services. For the fiscal year ended March 31, 2026, the company reported a net profit of ₹4.19 lakh, reversing a net loss of ₹3.38 lakh recorded in FY25. Revenue from operations stood at ₹75.01 lakh in FY26, compared to ₹77.94 lakh in FY25. Despite the slight decline in revenue, the improvement in bottom-line results indicates operational stabilization. The book value per equity share was ₹6.68 as of March 31, 2026, providing a reference point against the offer price of ₹4.80. Trading in the company’s equity shares is currently restricted to Mondays due to suspension on account of non-payment of Annual Listing Fee dues, though the company has filed for revocation of this suspension.

Dolphin Medical Services has accepted the resignation of Vaishnavi Sharma from the dual roles of Company Secretary cum Compliance Officer and Chief Financial Officer. The Board of Directors approved the departure during a meeting held on July 25, 2026, with the resignation taking effect from the close of business hours on July 24, 2026. This leadership change impacts key compliance and financial oversight functions within the organization.

The decision followed recommendations from both the Nomination and Remuneration Committee and the Audit Committee. The company disclosed the outcome pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the disclosure aligns with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

Key Details

The Board placed on record its appreciation for the services rendered by Vaishnavi Sharma during their tenure. The meeting commenced at 4:30 P.M. (IST) and concluded at 5:00 P.M. (IST). Director Rajesh Kumar Mallour signed the communication to BSE Limited.

The disclosures required under Regulation 30 read with Schedule III, Part A, Para A(7) of the SEBI Listing Regulations were enclosed as Annexure-A in the filing. No reasons for the resignation were specified beyond the standard category of "Resignation as Company Secretary and CFO" in the annexure.