Shanmuga Hospital shareholders approved key structural changes, including an increase in authorized share capital and the launch of an employee stock option plan, at its sixth annual general meeting held on September 18, 2026. The resolutions were passed via video conferencing.

The meeting, which commenced at 2:30 pm and concluded at 2:46 pm, saw the attendance of 15 members. Dr. P. Prabu Sankar, Executive Director and CEO, chaired the proceedings after being unanimously elected by the board present, as there is no permanent chairman for the company.

Resolutions Passed

Shareholders approved several ordinary and special resolutions during the meeting. The key outcomes included:

• Adoption of audited financial statements for FY26.
• Reappointment of Mrs. P. Jayalakshmi and Mr. K. Saravanan as directors retiring by rotation.
• Approval for an increase in authorized share capital and subsequent alterations to the Memorandum of Association (MoA).
• Amendment to the Main Object Clause of the MoA.
• Alteration of the Articles of Association.
• Grant of employee stock options under the "Shanmuga Hospital Limited Employee Stock Option Plan 2026".
• Appointment of CS Anuradha as Secretarial Auditor for five years, from 2026-27 to 2030-31.

Governance and Compliance

The statutory auditors, PPN and Company, and secretarial auditor, Surya & Dinesh Associates LLP, reported no qualifications or observations for the financial year 2025-26. CS S. Anuradha served as the scrutinizer for the e-voting process.

Members holding shares as on September 11, 2026, were eligible to vote. Remote e-voting was available from September 15 to September 17, 2026. Venue e-voting was also provided for participants who had not voted remotely, with the facility remaining open for 15 minutes after the meeting's conclusion.

What the Numbers Show

The approval of the Employee Stock Option Plan signals management’s intent to align employee interests with long-term shareholder value creation. Coupled with the increase in authorized share capital, these moves suggest preparations for potential future equity fundraising or strategic expansion without immediate dilution pressure from fresh public issues.

Shanmuga Hospital has scheduled its sixth annual general meeting for September 18, 2026, to seek shareholder approval for significant corporate governance and strategic expansions. The meeting will be conducted via video conference or other audio-visual means.

The agenda includes increasing the authorized share capital from ₹14 crore to ₹25 crore to facilitate future fundraising. The board also proposes amending the Memorandum of Association to expand operations into medical education support services and healthcare information technology solutions.

Strategic Business Expansion

The company plans to diversify beyond its core healthcare services by entering the medical education and technology sectors. The proposed amendment to Clause III(A) of the Memorandum of Association adds two new object clauses:

• Providing administrative, operational, management, technical, academic, training, consultancy, and allied support services to medical colleges, nursing colleges, paramedical institutions, teaching hospitals, and other healthcare establishments.
• Designing, developing, owning, licensing, marketing, selling, distributing, implementing, maintaining, upgrading, and dealing in computer software, mobile applications, web applications, and other digital solutions in India or abroad.

Capital Structure Changes

To support growth and expansion plans, the board seeks approval to increase the authorized share capital by ₹11 crore. The revised structure will comprise 2,50,00,000 equity shares of face value ₹10 each, up from the current 1,40,00,000 shares.

Employee Stock Option Plan

Shareholders will vote on the "Shanmuga Hospital Limited Employee Stock Option Plan 2026". The plan allows the grant of up to 3,50,000 employee stock options, representing 2.57% of the issued, subscribed, and paid-up equity share capital. These options are exercisable into equity shares of face value ₹10 each.

Key features of the ESOP include:

• Eligible participants include permanent employees and directors (excluding independent directors and those holding more than 10% equity).
• Maximum vesting period is three years, with a minimum of one year.
• Exercise price will be determined by the committee, not less than face value and not more than the closing market price on the day before the grant.
• Shares allotted upon exercise will have a lock-in period of one year.

Governance and Compliance

The meeting will also address routine governance matters:

• Re-appointment of Mrs. Panneerselvam Jayalakshmi and Mr. Karuppiah Saravanan as directors upon retirement by rotation.
• Appointment of CS Anuradha as secretarial auditor for five consecutive financial years, commencing FY27 through FY31.
• Alteration of the Articles of Association to align with the Companies Act 2013, including deleting redundant provisions related to physical share certificates.