Consider and approve resignation of Mr. Ashok Patwari, Ashim Patwari, Mr. Dhawal Kumar Mashru and appointment of Ms. Kiran Kabra as additional Independent Director.
Awaiting price reaction for this filing.
Bijoy Hans Limited's board approved three 100% acquisitions: Health Secure Hospitals (HSHPL, ~₹29.4 crore via ₹10 cr cash + share swap), Arvaya Health and Wellness (AHWPL, ~₹18.75 crore via share swap), and Tec-Pool Solutions (TPSPL, ~₹12.5 crore via share swap). To fund the share-swap component, the company will issue up to ~4.05 crore new equity shares at ₹12.50 each (face value ₹10) to the target companies' shareholders through preferential allotment, requiring a 6x increase in authorised share capital from ₹10 crore to ₹60 crore. Three Non-Executive Directors (Ashok Patawari, Ashim Patawari and Dhavalkumar Mashru) resigned, Ms. Kiran Kabra (a Pune-based lawyer) was appointed as Additional Independent Woman Director, and Salil Shriram Shetty was redesignated from Independent Director to Non-Executive Director. An EGM is scheduled for November 28, 2025 to seek shareholder approval.
Existing shareholders face significant dilution — the proposed preferential issue of ~4.05 crore shares at ₹12.50 is a large expansion of the share base. The TPSPL deal is a related-party transaction (promoter entity SMCV Management Services receives ~1 crore shares), warranting close attention. The acquisitions signal a major business pivot into healthcare and wellness, but current operations remain minimal — Q2 FY26 revenue was just ₹5.95 lakh with a ₹30.92 lakh pre-tax loss, making this largely a story about future strategy and the cost (dilution + pending approvals) of getting there. The proposed shift of registered office from Assam to Maharashtra is also subject to member and regulatory approval.