Shareholders meeting

July 10, 2026 To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra-Kurla Complex, Dalal Street, Mumbai – 400001 Bandra (E), Mumbai - 400051 Scrip Code: 532372 Symbol: VIRINCHI Dear Sir/Madam, Subject : Notice of Postal Ballot Reference : Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of Postal Ballot & E -Voting, together with the Explanatory Statement thereto, seeking approval of the Members for the following Special Businesses as set out in the said Notice: S. No. Ordinary Resolution(s) 1. Approval for Acquisition of the Primary and Secondary Healthcare Business Division under Bristlecone Hospitals Brand from Virinchi Health Care Private Limited, a Subsidiary of the Company, on a Slump Sale Basis The aforementioned Notice is being sent by electronic mode today i.e., July 10, 2026, to all the Members, who have registered their email addresses with the Company/Depositories/Registrar and Transfer Agents of the Company viz., Aarthi Consultants Private Limited and whose names appear in the Register of Members / list of Beneficial Owners as on Friday, July 03, 2026. The Notice of Postal Ballot & E-Voting is also available on the website of the Company viz., www.virinchi.com. The remote e-voting will commence on Sunday, July 12, 2026 at 9.00 a.m. (IST) and end on Monday, August 10, 2026 at 5.00 p.m. (IST), and the result thereof will be declared on or before Wednesday, August 12, 2026. This is for your information and records. Thanking you, Yours faithfully, For Virinchi Limited K Ravindranath Tagore Company Secretary M.No.A18894 Encl. as above VIRINCHI LIMITED Regd Office: 8-2-672/5&6, 4th Floor, Ilyas Mohammed Khan Estate Road No.1, Banjara Hills, Hyderabad- 500034, Telangana. Tele: 040-43728111, Website: www.virinchi.com, Email: investors@virinchi.com, CIN: L72200TG1990PLC011104 NOTICE OF POSTAL BALLOT & E-VOTING (Pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014) The Members Virinchi Limited Dear Member(s), VOTING STARTS ON VOTING ENDS ON Sunday, July 12, 2026 at 9.00 a.m. (IST) Monday, August 10, 2026 at 5.00 p.m. (IST) Notice is hereby given pursuant to Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, read with General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020, the General Circular No. 39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13, 2021, the General Circular No. 10/2021 dated June 23, 2021, the General Circular No. 20/2021 dated December 8, 2021, the General Circular No. 03/2022 dated May 5, 2022 and the General Circular No. 11/2022 dated December 28, 2022, 9/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and latest Circular being, General Circular No. 03/2025 dated September 22, 2025 issued by Ministry of Corporate Affairs ("MCA Circulars"), and SEBI Circulars dated January 05, 2023, October 07, 2023 and October 03, 2024 read with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) including any statutory modification or re-enactment thereof for the time being in force and pursuant to other applicable laws and regulations, that the Resolution appended below is proposed to be passed by the Members of the Company by means of Postal Ballot, only by way of remote electronic voting process (“e- voting”). Pursuant to the MCA Circulars and other applicable laws and regulations, this Postal Ballot Notice is being sent in electronic form only to those Members whose e-mail address is registered with the Depositories/Company/Registrar and Share Transfer Agent (RTA) i.e., Aarthi Consultants Private Limited (“Aarthi Consultants”). The Company has engaged the services of Central Depository Services India Limited (“CDSL”) for providing e-voting to all its members. As the Members are required to cast their votes electronically only, they are requested to read the instructions carefully, as provided in Note No. 12 in the Postal Ballot Notice. The remote e-voting window shall remain open from 9:00 a.m. (IST) Sunday, July 12, 2026 till 05:00 p.m. (IST) on Monday, August 10, 2026, and the remote e-voting shall be disabled thereafter and shall not be allowed beyond the aforesaid date and time. Members are requested to cast their votes on or before the aforesaid date and time to consider the votes as valid. As required pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, the Explanatory Statement, setting out the material facts concerning the proposed Ordinary resolution(s), is annexed hereto. The Board of Directors has appointed Mr. G. Vinay Babu, Practicing Company Secretary (Membership No. A20592 and Certificate of Practice No. 20707), as the Scrutinizer for conducting the Postal Ballot through the e-voting process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him after completion of scrutiny of the votes. The results of voting conducted through postal ballot (remote e-voting process only) will be announced by the Chairman or any person authorized by him on or before, Wednesday, August 12, 2026. The results of the voting along with the Scrutinizer’s Report will be made available on the Company’s website i.e. www.virinchi.com, the website of Aarthi Consultants Private Limited (RTA), at www.aarthiconsultants.com and also communicated to BSE Limited (“BSE”) and NSE Limited (“NSE”), where the Company’s equity shares are listed and be available on it’s websites, i.e., www.bseindia.com and www.nseindia.com. SPECIAL BUSINESS: Item No. 1 Approval for Acquisition of the Primary and Secondary Healthcare Business Division under Bristlecone Hospitals Brand from Virinchi Health Care Private Limited, a Material Subsidiary of the Company, on a Slump Sale Basis To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution: “RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013 (“Act”) and Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with the relevant rules under the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any of the Act, the rules issued under the Act, the Listing Regulations and the Articles of Association of the Company, in each case including any statutory modifications, amendments or re-enactment thereof, for the time being in force, and subject to the approvals, consents and permissions as may be necessary from the concerned statutory authorities/other concerned bodies, if any, and subject to such terms and conditions as may be imposed by them, and which may be agreed to by the Board of Directors of the Company (“Board”), which expression shall also include a committee thereof duly constituted by the Board, the consent of the members of the Company, be and is hereby accorded to the Board of Directors of the Virinchi Limited (Company) to purchase the Primary and Secondary Healthcare Business Division under Bristlecone Hospitals Brand (Undertaking) from “Virinchi Health Care Private Limited”, (VHCPL) being a material subsidiary of the Company, as a going concern by way of Slump Sale at fair market value as [Showing first 8,000 characters — download PDF for full document]