Arvaya Healthcare Limited completes SIGPL share-swap deal

Arvaya Healthcare Limited completed the acquisition of 100% of Sushodha Institute of Gastroenterology Private Limited (SIGPL) on November 1, 2026, issuing 38.72 lakh equity shares to 47 SIGPL shareholders in a non-cash share swap worth Rs 15.49 crore. SIGPL became a wholly owned subsidiary after the September 30, 2026 reporting date.

How did Arvaya Healthcare acquire SIGPL?

Arvaya Healthcare acquired 1,84,374 equity shares of SIGPL, representing 100% of SIGPL’s equity share capital, on November 1, 2026. The filing states that SIGPL became a wholly owned subsidiary of Arvaya Healthcare with effect from that date, which was one month after the September 30, 2026 half-year reporting date.

Arvaya Healthcare settled the acquisition through a share swap rather than a cash payment. It allotted 38,71,854 fully paid-up equity shares to 47 SIGPL shareholders at an issue price of Rs 40 a share, comprising a Rs 10 face value and a Rs 30 premium. The preferential allotment had stated aggregate consideration of Rs 15.49 crore.

The allotment followed a sequence of approvals disclosed in the filing. Arvaya Healthcare’s board approved the preferential issue on July 11, 2026, shareholders approved it through a postal ballot on August 13, 2026, and BSE Limited issued in-principle approval on October 12, 2026. The board then allotted the shares on October 24, 2026, before completion of the SIGPL acquisition on November 1.

What changed in Arvaya Healthcare’s share capital?

Arvaya Healthcare’s paid-up equity share capital rose from Rs 48.02 crore, comprising 4,80,21,857 shares, to Rs 51.89 crore, comprising 5,18,93,711 shares, after the October 24, 2026 allotment. The direct change was the issue of 38,71,854 new equity shares as acquisition consideration for SIGPL shareholders.

The number of issued shares increased by about 8.06% from the pre-allotment total of 4,80,21,857 shares. This is a calculation from the share counts disclosed by Arvaya Healthcare, while the filing itself describes the shares as a preferential allotment for consideration other than cash.

Arvaya Healthcare had increased its authorised share-capital limit earlier in 2026. Its board approved the increase on March 17, 2026, and shareholders approved it on April 19, 2026, raising authorised capital from Rs 60 crore, divided into 6 crore shares of Rs 10 each, to Rs 200 crore, divided into 20 crore shares of Rs 10 each.

Why did SIGPL not affect September 2026 results?

SIGPL did not affect Arvaya Healthcare’s standalone results for the quarter and half year ended September 30, 2026 because the acquisition completed on November 1, 2026. Arvaya Healthcare classified the transaction as a non-adjusting event after the reporting period under Indian Accounting Standard 10, Events after the Reporting Period.

The company said this classification meant the acquisition had no impact on the reported September 30 results. The filing therefore discloses the ownership change, the 38,71,854 consideration shares and the Rs 15.49 crore stated allotment value, but does not include SIGPL’s assets, liabilities, revenue or profit in those standalone financial results.

Arvaya Healthcare’s audit committee reviewed and recommended the unaudited standalone results, and its board approved them on November 13, 2026. The results were prepared under Indian Accounting Standard 34, Interim Financial Reporting, and the statutory auditors carried out a limited review under Regulation 33 of the Securities and Exchange Board of India listing regulations.

The filing does not disclose a separate acquisition valuation, goodwill amount, purchase-price allocation or SIGPL operating figures. As a result, the disclosed Rs 15.49 crore figure is the aggregate issue value of the preferential shares, rather than a stated accounting valuation of SIGPL’s business or its assets.

What other capital plans has Arvaya Healthcare disclosed?

Arvaya Healthcare has separately proposed a rights issue of partly paid-up equity shares for up to Rs 210 crore, assuming full subscription, allotment and receipt of all call monies. Its board approved the proposed rights issue on July 11, 2026 under Section 62(1)(a) of the Companies Act, 2013 and the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018.

On November 4, 2026, with an intimation revised on November 6, 2026, the board authorised the Rights Issue Committee to review, finalise, approve and adopt the draft letter of offer. The committee was also authorised to file the document with BSE Limited, the designated stock exchange, along with the application for in-principle approval.

The proposed rights issue is distinct from the November 1 SIGPL acquisition. The SIGPL transaction gave 38,71,854 shares to 47 sellers as non-cash consideration, whereas the proposed rights issue would be offered to eligible Arvaya Healthcare equity shareholders. The filing says the rights issue’s final terms will be decided separately and remain subject to regulatory approvals.

Arvaya Healthcare also said it had commenced and continued revenue-generating healthcare operations from the first quarter of financial year 2026-27. It stated that it does not carry on, and does not intend to carry on, non-banking financial company activities as its principal business, following a restructuring that included healthcare-subsidiary acquisitions on March 4, 2026.

Conclusion

Arvaya Healthcare has completed a 100% acquisition of SIGPL through an all-share transaction, making SIGPL a wholly owned subsidiary from November 1, 2026. The consideration increased Arvaya Healthcare’s issued equity shares by 38,71,854, from 4,80,21,857 to 5,18,93,711, while the September 30 standalone results were unchanged because the deal was a subsequent non-adjusting event.

The next disclosed event to watch is the proposed rights issue of up to Rs 210 crore. Arvaya Healthcare has authorised its Rights Issue Committee to progress the draft letter of offer and seek in-principle approval, but the issue price, entitlement, timing and other final terms had not been decided in the November 13, 2026 filing.