Virinchi Ltd has approved the acquisition of the primary and secondary healthcare business from its material subsidiary, Virinchi Health Care Private Limited (VHCPL), for ₹100 crore. The Board of Directors approved the proposal to enter into a Business Transfer Agreement (BTA) for the takeover of the business division operated under the “Bristlecone Hospitals” brand as a going concern on a slump sale basis, effective from April 1, 2026. The transaction is subject to shareholder approval and other regulatory consents.

The Board described the restructuring as a proactive measure to establish a dedicated AI-first healthcare platform while allowing Virinchi Hospitals to remain focused on tertiary and quaternary care. The Board assessed that the future of community healthcare will be driven by Artificial Intelligence, digital operating systems, standardized clinical pathways, and scalable delivery models. This strategic shift enables disciplined investment in AI, software engineering, analytics, interoperability, and digital patient engagement.

VHCPL, incorporated on December 16, 2013, operates in the Healthcare / Hospital and Medical Services Industry. The entity is located at Barkatpura and Hayathnagar in Hyderabad. The turnover of the healthcare undertaking proposed to be acquired was 13,314.85 Lakhs, 10,414.98 Lakhs, and 8,299.05 Lakhs respectively over the last three years.

The transaction falls within the ambit of related party transactions as VHCPL is a material subsidiary of Virinchi Ltd. The company stated that the deal will be undertaken on an arm’s length basis. No securities or consideration in kind will be issued by the listed entity to VHCPL. Instead, loans and advances from Virinchi Ltd to VHCPL will be adjusted against the consideration payable for the acquisition.

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.