Bijoy Hans Limited has secured in-principle approval from the Bombay Stock Exchange (BSE) for a significant preferential share issue worth approximately ₹50.65 crore. The approval, received on February 17, 2026, allows the company to issue equity shares to both promoters and non-promoters through a share swap arrangement.

Share Issue Details

The BSE has approved the issuance of substantial equity shares under specific terms and conditions:

Regulatory Compliance Requirements

The BSE approval comes with stringent compliance conditions that Bijoy Hans Limited must fulfill. The company must ensure the issue and allotment strictly adheres to provisions of the Companies Act 2013, Securities Contracts Regulation Act 1956, SEBI Act 1992, and the Depositories Act 1996.

Additionally, the company must comply with Chapter V of SEBI ICDR Regulations 2018 and SEBI LODR Regulations 2015. The exchange has emphasized the need for strengthening internal controls to monitor trades executed by proposed allottees before share allotment.

Trading Restrictions and Undertakings

BSE has mandated specific trading restrictions to ensure regulatory compliance:

• Company must obtain undertakings from allottees confirming no intra-day trading in company scrip
• Allottees cannot sell company shares until the allotment date
• Full responsibility lies with Bijoy Hans Limited to verify and ensure compliance
• Non-compliance may impact the listing of issued shares

Post-Approval Timeline

The company faces critical timeline requirements following the share allotment. According to SEBI ICDR Regulations and SEBI circular dated June 21, 2023, Bijoy Hans Limited must submit a listing application within twenty days from the allotment date. Failure to meet this deadline will attract penalties as specified in the regulatory circular.

Important Disclaimers

The BSE has clarified that this in-principle approval should not be construed as approval for listing the securities. The company must separately comply with all listing requirements and obtain necessary statutory approvals. The exchange reserves the right to withdraw approval if submitted information proves incomplete, incorrect, misleading, or contravenes applicable regulations.

Bijoy Hans Limited has disclosed a minor revision in its preferential allotment of equity shares to Tec-Pool Solutions Private Limited (TPSPL) following a detailed valuation recalculation. The adjustment represents a marginal computational correction in the previously approved share issuance plan.

Revised Share Allotment Details

The company's Board of Directors, which met on Tuesday, November 4, 2025, and Members, who convened on Friday, November 28, 2025, had initially approved the preferential allotment to three entities including Health Secure Hospitals Private Limited, Arvaya Health and Wellness Private Limited, and Tec-Pool Solutions Private Limited.

The revision results from a detailed re-evaluation and recalculation of the valuation of the underlying technology company, which revealed a minor computational difference of approximately 121 equity shares.

Unchanged Terms and Conditions

Despite the numerical adjustment, all other terms and conditions of the preferential issue remain unchanged. The shares will continue to be:

• Fully paid-up equity shares
• Issued on a preferential allotment basis through private placement
• Offered for consideration other than cash
• Compliant with the Companies Act, 2013 and SEBI regulations

The company emphasized that the issue price, consideration, and purpose of the preferential allotment remain unaffected by this revision. The adjustment purely addresses a computational variance identified during the valuation recalculation process.

Regulatory Compliance

Bijoy Hans Limited has made this disclosure in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The preferential issue follows applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The company's healthcare and technology-focused business model, as outlined in its main objects, includes establishing technology-enabled hospitals, providing digital medical assistance, and developing healthcare technologies. This preferential allotment to Tec-Pool Solutions Private Limited aligns with the company's strategic focus on technology integration in healthcare services.

Source: BSE Filing