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.

Virinchi Limited reported a consolidated net loss of ₹273.87 crore for the financial year ended March 31, 2026, reversing the net profit of ₹0.48 crore recorded in the previous year. Revenue from operations for the year declined 7.19% to ₹286.13 crore from ₹308.30 crore in FY25, primarily impacted by a one-time, fully-provided write-off of ₹8.43 crore on the QC Holdings receivable. On a standalone basis, the company reported a net profit of ₹139.78 crore for FY26, a decrease from ₹160.40 crore in the prior year.

The Board of Directors approved the audited standalone and consolidated financial results for the fourth quarter and year ended March 31, 2026. The statutory auditors, M/s. P. Murali & Co., issued an unmodified opinion on the financial results. The company submitted the management update to the exchanges on May 31, 2026.

Financial Performance

For the quarter ended March 31, 2026, the consolidated net loss stood at ₹156.85 lakh, compared to a loss of ₹44.18 lakh in the same period last year. Total income from operations for the quarter was ₹67.31 crore. The standalone entity reported a net loss of ₹81.03 lakh for Q4FY26, compared to a profit of ₹17.08 lakh in Q4FY25.

Segment Results

The company operates across four major segments: SaaS Business, IDC & IT Services, Health Care Services, and Payment & Credit Services. The SaaS Business reported revenue of ₹153.94 crore for the year, while Health Care Services contributed ₹79.99 crore. The IDC & IT Services segment recorded revenue of ₹40.37 crore. Segment results before interest and tax showed a decline in the SaaS Business, which reported a profit of ₹13.18 crore compared to ₹19.84 crore in the previous year.

Auditor's Emphasis of Matter

The statutory auditors drew attention to the fact that the company has not been regular in depositing certain undisputed statutory dues, including Provident Fund, Employees' State Insurance, Professional Tax, Tax Deducted at Source (TDS), and Income Tax. These outstanding dues as of March 31, 2026, total approximately ₹274.02 crore on a consolidated basis. Additionally, there are income tax liabilities in dispute amounting to ₹106.57 crore for assessment years 2017-18 and 2022-23. The auditors stated that the eventual outcome of any proceedings or penalties is uncertain but noted that their opinion is not modified in respect of this matter.

Capital Structure

During the quarter ended March 31, 2026, the company allotted 61,50,000 equity shares pursuant to the conversion of warrants issued on a preferential basis. The paid-up share capital as of March 31, 2026, stood at 10,879.69 lakh units. The company's cash and cash equivalents increased to ₹86.59 crore on a consolidated basis at the end of FY26 from ₹77.58 crore in the previous year.