Pramodini Medicare approves conditional 51% Mahathi stake

Pramodini Medicare Limited approved on 13 November 2026 a proposal to acquire up to 1,020 equity shares, representing 51% of Mahathi Imaging and Diagnostics Private Limited, subject to due diligence and definitive agreements. On completion, Mahathi Imaging and Diagnostics Private Limited would become a subsidiary of Pramodini Medicare.

What did Pramodini Medicare approve for Mahathi?

Pramodini Medicare approved the proposed acquisition of up to 1,020 equity shares in Mahathi Imaging and Diagnostics Private Limited, equal to 51% of its paid-up equity share capital. The board considered and approved the proposal at its 13 November 2026 meeting under Regulation 30 of the Securities and Exchange Board of India, or SEBI, Listing Obligations and Disclosure Requirements, or LODR, regulations.

The stated outcome is subsidiary status for Mahathi Imaging and Diagnostics Private Limited after the transaction is completed. The filing therefore identifies a proposed majority equity acquisition, rather than a completed purchase, as of the board-meeting date of 13 November 2026.

The board meeting began at 2:30 p.m. and concluded at 5:25 p.m. on 13 November 2026. During the same meeting, Pramodini Medicare also approved unaudited standalone and consolidated financial results and the internal audit report for the half-year ended 30 September 2026.

What must happen before the acquisition is completed?

Pramodini Medicare must complete due diligence and execute definitive agreements before the proposed 51% acquisition can be completed. These are the two conditions disclosed in the 13 November 2026 announcement, and the filing does not give a date by which either step must occur.

The announcement does not disclose the purchase consideration, payment method, seller identity, closing date or valuation for the up to 1,020 shares. It also provides no revenue, profit, asset or liability information for Mahathi Imaging and Diagnostics Private Limited, so the financial scale of the proposed transaction cannot be calculated from this filing.

The proposal is specifically for equity shares, not an asset purchase or service arrangement. The disclosed share count of 1,020 represents 51% of the target's paid-up capital, with the subsidiary outcome contingent on completion of the stated due diligence and agreement process.

How did Pramodini Medicare perform in the September half year?

Pramodini Medicare reported revenue growth but lower profit after tax in the half-year ended 30 September 2026 compared with the half-year ended 30 September 2025. Revenue from operations increased to Rs 37.11 crore from Rs 27.75 crore, while profit after tax declined to Rs 8.27 crore from Rs 9.17 crore.

Total expenses rose by Rs 10.86 crore year on year to Rs 26.87 crore in the September 2026 half-year. Cost of services rendered was Rs 7.93 crore versus Rs 4.61 crore, employee-benefit expense was Rs 8.15 crore versus Rs 4.39 crore, and depreciation and amortisation was Rs 4.95 crore versus Rs 3.70 crore.

Profit before tax fell by Rs 1.53 crore to Rs 10.73 crore despite total income increasing by Rs 9.34 crore to Rs 37.60 crore. Finance costs increased to Rs 1.13 crore from Rs 42.69 lakh, while basic and diluted earnings per share declined to Rs 4.60 from Rs 5.49.

What did the balance sheet show at September 2026?

Pramodini Medicare reported standalone total assets and total equity and liabilities of Rs 152.78 crore at 30 September 2026, compared with Rs 93.48 crore at 31 March 2026. The half-year balance sheet was included with the financial results approved on 13 November 2026, before any disclosed completion of the Mahathi Imaging and Diagnostics Private Limited transaction.

Cash and bank balances increased by Rs 33.94 crore between 31 March 2026 and 30 September 2026, while short-term loans and advances increased to Rs 22.31 crore from Rs 7.54 crore. Trade receivables increased by Rs 6.46 crore to Rs 23.86 crore over the same six-month period.

Long-term borrowings rose by Rs 9.90 crore to Rs 23.66 crore at 30 September 2026, and short-term borrowings increased by Rs 1.86 crore to Rs 5.94 crore. Share capital stood at Rs 22.05 crore and reserves and surplus at Rs 93.78 crore, compared with Rs 16.69 crore and Rs 36.32 crore respectively at 31 March 2026.

What did the limited review say about the results?

The independent auditor said nothing had come to its attention to suggest that Pramodini Medicare's unaudited financial results for the half-year ended 30 September 2026 contained a material misstatement or omitted disclosures required by Regulation 33. SSSS & Associates issued the review report on 13 November 2026.

SSSS & Associates conducted the work under Standard on Review Engagement, or SRE, 2410, which the report says involves inquiries and analytical procedures and provides moderate assurance. The firm said it had not conducted an audit and therefore did not express an audit opinion on the 30 September 2026 financial statements.

Pramodini Medicare also reported no deviation or variation in the use of initial public offering proceeds from the prospectus objects as at 30 September 2026. The board additionally constituted a four-member Employee Stock Option Plan committee, comprising three independent directors and the managing director, on 13 November 2026.

Conclusion

The proposed Mahathi Imaging and Diagnostics Private Limited transaction would add a subsidiary only if the announced conditions are met, while Pramodini Medicare's standalone half-year results show revenue rose by Rs 9.37 crore year on year but profit after tax declined by Rs 90.35 lakh. The filing establishes the intended 51% ownership level but provides no purchase price or target financial data.

The next disclosed steps are due diligence and execution of definitive agreements following the 13 November 2026 board approval. Any subsequent company disclosure on consideration, funding, transaction terms or completion would clarify whether the up to 1,020-share proposal has progressed to subsidiary status.