Zenith Health Care will hold its 32nd Annual General Meeting (AGM) on August 28, 2026, seeking shareholder approval for a material related-party transaction (RPT) valued up to ₹100 crore with Achyut Healthcare Limited. The meeting, conducted via video conferencing, also covers the adoption of FY26 financial results, which reported a Profit After Tax (PAT) of ₹0.51 lakh, down from ₹6.70 lakh in FY25. Shareholders must act before the book closure ends on August 28, 2026, to vote on these critical governance and financial matters.

The RPT involves the sale of Active Pharmaceutical Ingredients (APIs), raw materials, and packing materials to Achyut Healthcare Limited, identified as a related party under Section 2(76) of the Companies Act, 2013. The transaction requires approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as it exceeds materiality thresholds. The Board of Directors states that these transactions are conducted at arm’s length in the ordinary course of business, noting that certain licenses and approvals are registered under Achyut Healthcare Limited.

Key Dates and Voting Schedule

Remote e-voting through National Securities Depository Limited (NSDL) will run from August 25, 2026, to August 27, 2026. The Register of Members and Share Transfer Books will remain closed from August 22, 2026, to August 28, 2026. Only shareholders recorded as of the cut-off date — August 21, 2026 — are eligible to vote.

Director Re-appointments

The AGM will also consider the re-appointment of key executives. Mahendra C Raycha seeks re-appointment as Managing Director for three years, effective July 1, 2026, due to attaining the age of 70 years. His remuneration includes a basic salary of ₹2,00,000 per month plus perquisites. Akshit M Raycha is up for regularization as Joint Managing Director/Whole Time Director for three years, effective May 29, 2026, with total remuneration capped at ₹24,00,000 per annum. Additionally, Mrs. Neela M Raycha retires by rotation and offers herself for re-appointment as Director.

Financial Performance

The company’s financials for FY26 show a significant contraction in profitability. Total income stood at ₹1,093.65 lakh, compared to ₹1,176.11 lakh in FY25. Expenditure and depreciation were ₹1,092.05 lakh, resulting in a Profit Before Tax (PBT) of ₹1.60 lakh, a sharp decline from ₹27.92 lakh in the previous year. After tax provisions of ₹1.09 lakh, PAT dropped to ₹0.51 lakh.

What the Numbers Show

The convergence of the book closure announcement with the AGM agenda highlights the immediate importance of the upcoming vote for investors. With the company reporting a sharp contraction in net profitability — PAT fell by approximately 92% year-on-year — the approval of the ₹100 crore related-party deal becomes a critical governance checkpoint. Investors must assess whether the arm’s length nature of the transaction with Achyut Healthcare Limited offers strategic value sufficient to offset the recent operational profit squeeze. The zero-debt status provides a buffer, but the reliance on related-party channels for API sales warrants close scrutiny during the voting period.

Zenith Health Care Ltd has approved a scheme to amalgamate Achyut Healthcare Limited with and into the company to enhance operational efficiency and simplify the group structure. The board approved the merger at its meeting held on July 14, 2026, following recommendations from the Audit Committee and the Committee of Independent Directors. The amalgamation will result in the issuance of equity shares by Zenith Health Care to the shareholders of Achyut Healthcare, which will subsequently dissolve without winding up.

The transaction is classified as a related party transaction as both entities fall under the same promoter group. However, the consideration will be discharged on an arm's length basis based on a valuation report dated July 14, 2026 from Den Valuation (OPC) Private Limited and Vanshika Vijayvargiy. Aftertrade Broking Private Limited also issued a fairness opinion regarding the share exchange ratio. The scheme is subject to requisite approvals from statutory and regulatory authorities, including the jurisdictional bench of the National Company Law Tribunal (NCLT), as well as shareholder and creditor consent.

Share Exchange Ratio and Financials

No cash consideration is payable under the scheme. Upon effectiveness, Zenith Health Care will issue 119 fully paid-up equity shares of INR 1 each for every 50 fully paid-up equity shares of INR 1 each held in Achyut Healthcare. As of March 31, 2026, Achyut Healthcare reported total assets of INR 3809.44 lakhs and a net worth of INR 3506.12 lakhs, while Zenith Health Care reported total assets of INR 1098.59 lakhs and a net worth of INR 742.42 lakhs.

Rationale and Synergies

The merger aims to combine the businesses of both companies, which operate in similar pharmaceutical sectors. Achyut Healthcare is engaged in trading active pharmaceutical ingredients (APIs) and is establishing manufacturing facilities for tablets, capsules, and inhalation products. Zenith Health Care manufactures and exports pharmaceutical products, including tablets, capsules, and oral liquids, to 11 countries. The amalgamation is expected to unlock new market opportunities, optimize manufacturing capacity, and create a stronger balance sheet for the combined entity.

Shareholding Pattern

The amalgamation will alter the shareholding pattern of Zenith Health Care significantly. The total number of shares will increase from 5,37,39,000 to 62,81,68,660. Promoter holding is set to rise from 28.74% to 45.80%, while public shareholding will decrease from 71.26% to 54.20%.

The scheme will be filed with BSE Limited to obtain a no-objection letter. Both companies will comply with requirements for providing e-voting facilities, acting on the scheme only if public shareholder votes in favour exceed those against it.