Virinchi Limited has informed stock exchanges about a significant change in its subsidiary structure following the allotment of convertible equity warrants in Virinchi Health Care Private Limited. The transaction has resulted in the subsidiary ceasing to be a wholly-owned entity while continuing to remain a subsidiary under applicable regulations.

Warrant Conversion Details

The Board of Directors of Virinchi Health Care Private Limited allotted 52,22,000 convertible equity warrants to Viswanath Kompella, a promoter of the company, on March 03, 2026. The conversion process was completed in two phases, with each warrant converting into one fully paid-up equity share on a 1:1 basis.

Shareholding Pattern Changes

The allotment has significantly altered the ownership structure of Virinchi Health Care Private Limited. Prior to the transaction, Virinchi Limited held complete ownership of the subsidiary.

Financial Considerations

The preferential allotment generated total consideration of Rs. 7,83,30,000, with each convertible equity warrant priced at Rs. 15. The transaction was based on an enterprise valuation of Rs. 312.08 crore for Virinchi Health Care Private Limited, as determined by an independent registered valuer.

Subsidiary Performance Metrics

Virinchi Health Care Private Limited contributed significantly to the parent company's consolidated financials during 2024-25:

Regulatory Compliance

The transaction was executed following proper regulatory approvals. Virinchi Limited shareholders passed postal ballot resolutions on February 23, 2026, approving the related party investment and convertible equity warrant issuance. Subsequently, Virinchi Health Care Private Limited shareholders passed a special resolution on February 25, 2026, authorizing the preferential allotment to the promoter.

As a related party transaction involving a promoter, the allotment required shareholder approval through special resolution. Despite the change in ownership structure, Virinchi Health Care Private Limited continues to remain a subsidiary of Virinchi Limited under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Virinchi Limited has successfully completed the allotment of 13,15,715 equity shares following the conversion of warrants issued on preferential basis to its promoter group. The company announced this development on February 24, 2026, in compliance with regulatory disclosure requirements under SEBI listing obligations.

SEBI Regulatory Filing by Vivo Bio Tech

Vivo Bio Tech Limited has filed a comprehensive disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the warrant conversion. The filing, submitted on February 25, 2026, provides detailed information about the substantial acquisition and its impact on shareholding patterns.

Share Allotment and Acquisition Details

The allotment involved equity shares of Rs.10 each issued at a premium price of Rs.28 per share, which includes a premium of Rs.18 per share. The entire allocation was made to Vivo Bio Tech Limited, classified as a promoter group entity. The conversion was executed upon receipt of the requisite application money from the allottee.

Shareholding Pattern Changes

The SEBI filing reveals significant changes in Vivo Bio Tech's shareholding pattern in Virinchi Limited. Before the acquisition, Vivo Bio Tech held 37,84,285 shares carrying voting rights, representing 3.48% of total share capital. Post-acquisition, their holding increased to 51,00,000 shares, representing 4.69% of total share capital.

Capital Structure Impact

Following this allotment, Virinchi Limited's capital structure has undergone significant changes. The company's issued and subscribed share capital has increased substantially, reflecting the successful conversion of the preferential warrants into equity shares.

The conversion strengthens the promoter group's stake in the company while providing additional capital resources to Virinchi Limited for its business operations and growth initiatives. The regulatory compliance ensures full transparency in substantial acquisition reporting as mandated by SEBI regulations.