Virinchi Limited shareholders have approved resolutions to grant loans and conduct material related party transactions (RPTs) through a postal ballot process that concluded on July 14, 2026. The approvals allow the company to provide loans under Section 185 of the Companies Act, 2013, and to proceed with specific transactions involving Virinchi Health Care Private Limited and Vivo Bio Tech Limited. The resolutions were passed with the requisite majority based on the votes cast by public non-institutional shareholders, as promoter and institutional categories recorded zero participation.

The postal ballot notice was dispatched on June 12, 2026, pursuant to Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The remote e-voting facility was provided by Central Depository Services (India) Limited (CDSL) and remained open from June 15, 2026, to July 14, 2026. CS Vinay Babu Gade was appointed as the scrutinizer to oversee the voting process and validate the results.

Voting Results Summary

The voting results indicate that only public non-institutional shareholders participated in the e-voting process. A total of 38,185 shareholders were on record as of June 5, 2026. The table below details the voting outcomes for the three resolutions:

Resolution Details

Item No. 1: Loans under Section 185

The resolution sought approval to give loans under Section 185 of the Companies Act, 2013. A total of 2,809,214 votes were polled. The resolution received 2,537,352 votes in favour and 271,862 votes against, resulting in a 90.32% approval rate from the valid votes cast.

Item No. 2: RPTs with Virinchi Health Care Private Limited

Shareholders approved material related party transactions with M/s. Virinchi Health Care Private Limited. The resolution passed with 2,603,809 votes in favour against 205,405 votes, securing a 92.69% majority.

Item No. 3: RPTs with Vivo Bio Tech Limited

The final resolution concerned material related party transactions with M/s. Vivo Bio Tech Limited. It was approved with 2,559,238 votes in favour and 249,976 votes against, reflecting a 91.10% approval from the participating shareholders. The scrutinizer confirmed that no invalid votes were recorded for any of the resolutions.

Virinchi Limited has initiated a postal ballot and e-voting process to seek shareholder approval for material related party transactions (RPTs) and loans totaling ₹90 crore. The company proposes transactions worth ₹60 crore with its subsidiary, Virinchi Health Care Private Limited, and ₹30 crore with Vivo Bio Tech Limited, a member of the promoter group. The remote e-voting period commences on June 15, 2026, and concludes on July 14, 2026, with results expected to be declared by July 16, 2026.

The resolutions include an ordinary approval for giving loans under Section 185 of the Companies Act, 2013. Additionally, the Board seeks approval for specific RPTs to facilitate the availing or rendering of services, transfer of resources, and inter-corporate loans. The transactions are intended to be conducted at arm’s length and in the ordinary course of business, subject to prior approval from the Audit Committee.

Proposed Transactions with Virinchi Health Care

The company seeks approval for transactions with Virinchi Health Care Private Limited, a subsidiary where Virinchi Limited holds approximately 51% of the paid-up share capital. The proposed aggregate value for these transactions during FY 2026-27 is ₹60 crore. This includes availing or rendering of services up to ₹10 crore and the transfer of resources, services, or obligations up to ₹50 crore.

The financial performance of Virinchi Health Care Private Limited for FY 2025-26 indicates a turnover of ₹82.99 crore, a profit after tax of ₹(33.26) crore, and a net worth of ₹(26.36) crore. The company holds an ACUITE BB+ long-term rating and ACUITE A4+ short-term rating, with no reported defaults or non-performing asset status.

Proposed Transactions with Vivo Bio Tech

Shareholders are also asked to approve material RPTs with Vivo Bio Tech Limited, which forms part of the promoter group and holds 5.38% equity in Virinchi Limited. The proposed transactions for FY 2026-27 are capped at ₹30 crore, covering the rendering of software consultancy services and inter-corporate loans.

Vivo Bio Tech Limited reported a standalone turnover of ₹52.57 crore and a loss after tax of ₹193.61 crore for FY 2025-26. The entity holds an ACUITE BBB- long-term rating and ACUITE A3 short-term rating. The company has confirmed no defaults, non-performing asset classification, or insolvency proceedings against it.

Voting and Regulatory Framework

The resolutions are pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company’s consolidated turnover for FY 2025-26 stood at ₹2,843.64 crore, setting the materiality threshold for RPTs at approximately ₹28 crore. Both proposed resolutions exceed this threshold, necessitating shareholder approval. The Audit Committee, comprising independent directors, has reviewed and recommended these transactions.