Dr. Agarwal's Health Care Limited has announced a promoter shareholding change through an inter-se transfer between promoter group members. The transaction involves the transfer of equity shares from Dr. Adil Agarwal to Dr. Amar Agarwal by way of gift, executed on December 31, 2025.

Share Transfer Details

The inter-se transfer involved 5,12,473 equity shares, representing 0.16% of the company's total share capital. This transaction was structured as a gift between promoter group members and falls under the regulatory framework of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Shareholding Pattern Changes

Following the transaction, Dr. Amar Agarwal's shareholding in the company has increased from 4.29% to 4.46%. The change reflects an increase of 0.16% in his voting rights and overall stake in the healthcare company, while Dr. Adil Agarwal's shareholding decreased correspondingly.

Company Capital Structure

The company's equity share capital remains unchanged at ₹31.65 crores, consisting of 31,64,70,002 equity shares of Re. 1 each. The total diluted share capital also stands at the same level, indicating no outstanding convertible securities or warrants that could impact the shareholding calculations.

Regulatory Compliance

The disclosure was made under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Dr. Amar Agarwal submitted the required documentation to both the National Stock Exchange of India Limited and BSE Limited on January 2, 2026, ensuring full regulatory compliance for the inter-se transfer transaction.

The company's shares continue to be listed on both NSE and BSE, with the transfer not affecting the overall promoter group shareholding but only redistributing shares within the promoter group members.

Dr. Agarwal's Health Care Limited has initiated a postal ballot process to seek shareholder approval for the appointment of a new statutory auditor. This move comes as part of the company's pre-merger alignment activities with its subsidiary, Dr. Agarwal's Eye Hospital Limited (AEHL).

Key Points of the Postal Ballot

• New Auditor Proposed: M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, is proposed to replace M/s. Deloitte Haskins & Sells.
• Reason for Change: The change is part of pre-merger activities to align the statutory audit function across the group.
• E-voting Period: From November 18 to December 17.
• Proposed Auditor Fee: ₹52.50 lakh for the upcoming financial year.

Background and Rationale

The Board of Directors of Dr. Agarwal's Health Care and its material subsidiary AEHL approved a merger on August 27. Following this, AEHL appointed M/s. S.R. Batliboi & Associates LLP as their Statutory Auditors on September 24.

Dr. Agarwal's Health Care is now seeking to appoint the same audit firm to promote synergy, uniformity, and operational efficiency in audit processes across the group. This alignment is expected to streamline audit and reporting practices for the combined entity post-merger.

Resignation of Current Auditor

M/s. Deloitte Haskins & Sells have resigned effective November 12 to facilitate this change. The company stated that the outgoing auditors have not raised any concerns, and the resignation is solely to enable the appointment of AEHL's existing statutory auditors.

Proposed Auditor Details

M/s. S.R. Batliboi & Associates LLP, if approved, will serve as the Statutory Auditors until the conclusion of the 16th Annual General Meeting of the company. The firm, established in 1949, is part of S.R. Batliboi & Affiliates network and has offices across key Indian cities.

Voting Process

Shareholders can cast their votes electronically through the e-voting system provided by KFin Technologies Limited. The e-voting period is set from 9:00 AM IST on November 18 to 5:00 PM IST on December 17.

This move by Dr. Agarwal's Health Care Limited represents a significant step in their merger process and aims to enhance the efficiency of their audit procedures across the group structure.