SRIT India Limited seeks Blossom board control at 50% ownership

SRIT India proposes to acquire exactly 50.00% of the company to be formed from Blossom Multi Specialty Hospital’s proprietorship business at an indicative value of ₹140 crore. The August 22, 2026 term sheet nevertheless gives SRIT India the proposed right to appoint a board majority and approve specified material decisions, subject to closing conditions.

What does SRIT India propose to acquire from Blossom?

SRIT India proposes to acquire exactly 50.00% of the fully diluted equity share capital, voting rights and economic interest in a new body corporate that would succeed Blossom Multi Specialty Hospital, referred to in the term sheet as Blossom. The conditional binding term sheet was signed on August 22, 2026 between SRIT India and Blossom, a proprietorship concern represented by its proprietor. The transaction requires the existing proprietorship business to be converted, transferred, consolidated or otherwise reorganised into the resulting company before closing.

The business intended to move into the resulting company includes Blossom’s material assets, contracts, licences, permits, employees, intellectual property and other rights and obligations, to the extent legally transferable. SRIT India would primarily make a secondary acquisition from the proprietor rather than through a specified new primary issue by the resulting company. The final transaction structure, consideration payment method and timing, and post-closing shareholding pattern remain subject to definitive agreements.

The disclosure uses two versions of the proprietor’s name. The narrative identifies the proprietor as Dr. Chandran Dash, while the transaction table identifies the seller as Dr. Chandan Dash, who is listed as SRIT India’s non-executive director from August 10, 2026. The same table records “Nil” for the relationship of SRIT India’s promoters or directors with the person from whom the acquisition is proposed, even though Dr. Chandan Dash is listed in the board composition.

How much could the Blossom transaction and funding facility involve?

The Blossom term sheet places an indicative fully diluted equity valuation of ₹280 crore on Blossom and an indicative ₹140 crore value on the proposed 50.00% stake. These are not final consideration amounts because the disclosure makes the valuation subject to agreed adjustments, due diligence, transaction structuring and applicable valuation requirements. The definitive agreements are expected to include a share acquisition agreement and a shareholders’ agreement, among other documents.

SRIT India may also provide an inter-corporate deposit, or ICD, facility of up to ₹50 crore to the resulting company in mutually agreed tranches. An ICD is a funding arrangement between companies. The facility is not an unconditional commitment under the August 22, 2026 term sheet because it requires compliance with applicable law, corporate approvals, availability of funds, mutually agreed financial terms and execution of a definitive ICD agreement.

The permitted use of any ICD funding would be limited to approved healthcare business purposes. The term sheet lists expansion, working capital, capital expenditure, technology, artificial intelligence implementation and other purposes mutually approved by the parties. The potential ₹50 crore facility is separate from the indicative ₹140 crore stake value, meaning the disclosed arrangements contemplate both acquisition consideration and subsequent business funding if the relevant conditions and agreements are completed.

How could SRIT India obtain board control with 50% ownership?

SRIT India could obtain board control through contractual governance rights rather than through a shareholding majority. At closing, SRIT India would have the right to nominate or appoint a majority of the resulting company’s directors, subject to applicable law and that company’s articles of association. The parties intend that this structure would make the resulting company an SRIT India subsidiary from closing, subject to legal and regulatory compliance.

The 50.00% holding is expressly defined in the term sheet to include fully diluted equity share capital, voting rights and economic interest. The remaining 50.00% may be held by the proprietor or another person or entity determined by the proprietor, subject to the shareholding and transfers undertaken. The final shareholder list has not been determined and is to be disclosed in the definitive agreements, leaving the identity and rights of the other 50.00% holder unresolved.

SRIT India would also have prior-approval rights over material matters of the resulting company. The listed reserved matters include capital changes, borrowings, major capital expenditure, acquisitions or disposals, new businesses, related-party transactions, key appointments, dividends, material contracts, intellectual-property transactions and material changes to the business plan. Those approval rights, together with the proposed board majority, are the stated mechanisms for SRIT India’s intended control at exactly 50.00% ownership.

What must happen before the Blossom transaction can close?

The principal acquisition obligation becomes binding only after agreed conditions precedent are satisfied. Conditions precedent are specified events, approvals or requirements that must occur before a transaction is required to complete. For the Blossom proposal, they include SRIT India completing satisfactory financial, legal, tax, commercial, operational, regulatory, technology, cybersecurity and intellectual-property due diligence.

The other stated requirements are corporate and shareholder approvals, regulatory and stock-exchange approvals, third-party and lender consents, valuation and fairness reports, conversion of Blossom into the resulting company, and the absence of any legal prohibition. Closing occurs only after definitive agreements are executed and applicable conditions are satisfied or waived. The term sheet therefore provides no fixed acquisition date and defines the acquisition date as the date of closing.

The parties also intend to mutually approve a three-year business plan for the resulting company. That plan would cover revenue, profitability, cash flows, expansion, working capital, technology and other operating parameters. Dr. Chandan Dash is intended to continue providing operational and managerial support on terms to be set out in the definitive agreements, so the scope and economics of that role are not detailed in the disclosure.

Conclusion

SRIT India’s August 22, 2026 proposal combines an indicative ₹140 crore purchase of exactly half of a reorganised Blossom business with the possibility of a separate ₹50 crore ICD facility. The structure would pair equal ownership with a proposed right to appoint most directors and prior-approval rights over major corporate and operating actions, subject to law, the articles of association and closing.

The next disclosed milestones are due diligence, conversion of the proprietorship into a resulting company, required approvals and execution of the share acquisition, shareholders’ and ICD agreements. The definitive agreements are expected to establish payment timing, final ownership of the remaining 50.00%, financial terms for any ICD tranches and the mutually approved three-year business plan.