Yatharth Hospital board clears preferential issue to Cyprus-based Rasmalai for 24.87% stake

Yatharth Hospital & Trauma Care Services told the exchanges that its board, meeting on 17 September 2026, approved a preferential issue on a private-placement basis to Rasmalai Limited, a company incorporated in Cyprus. The package combines fully paid-up equity shares and warrants convertible into equity, all priced at the same per-security figure. Rasmalai currently holds no shares in the company; after the issue it would be classified as a public (non-promoter) shareholder holding a minority stake on a fully diluted basis.

To accommodate the new shares, the board also approved raising the company's authorised share capital. All these items — the capital increase, the preferential issue, amended articles of association, and an upside-share arrangement for a promoter — will be put to shareholders at an extraordinary general meeting on 15 October 2026.

The equity shares are payable in full at allotment. Each warrant carries the right to subscribe to one equity share, with 25% of the price payable upfront and the balance 75% at exercise. Per the filing, the warrants carry no dividend or voting rights until exercised, have a tenure not exceeding 15 to 18 months, and the upfront amount is forfeited if they lapse unexercised. The board stated the subscription price is not lower than the floor price determined under SEBI ICDR rules, with the relevant date set at 15 September 2026.

The filing sets out an investment agreement signed the same day between the company, Rasmalai and the promoters. It grants the investor special rights effective from the closing date — the ability to nominate up to two non-executive directors, seats on the audit and nomination-and-remuneration committees, reserved-matter consent rights and pre-emptive rights, each conditional on maintaining shareholding above specified thresholds. The company states there is no change of control; promoters retain the right to nominate a majority of non-independent directors and are subject to a three-year lock-in.

The agreement also contains an upside-share arrangement: if Rasmalai divests and achieves a minimum agreed return of more than 3x on its investment, promoter Mr. Ajay Tyagi becomes entitled to a graded portion of the investor's profits, paid in shares or cash. This arrangement is also subject to public-shareholder approval. Completion requires Competition Commission of India clearance and in-principle exchange approvals, among other conditions precedent.

Everything approved is conditional. The company stressed the preferential issue, capital increase, articles amendments and upside arrangement all require shareholder approval by special resolution at the 15 October EGM, plus regulatory and statutory clearances. The share and warrant counts are ceilings ("up to"), and warrant exercise is at the investor's option over the warrant tenure.