Dr. Agarwal’s Health Care Limited
Q1 FY26
Call date · August 28, 2025
1 · Management Commentary
Key Positives
- Announced merger of Dr. Agarwal's Eye Hospital (AEHL) into Dr. Agarwal's Health Care Limited (AHCL), expected to drive operational and financial efficiencies.
- Streamlined functions, unified capital allocation, and simplified legal, regulatory, and governance framework.
- Independent valuation and fairness opinions obtained from reputed firms (PWC, Bansi S. Mehta, Kotak Mahindra Capital, Motilal Oswal).
- Preferential allotment to fund flagship facility CAPEX at Cathedral Road.
Key Negatives
- Significant dissatisfaction among AEHL minority shareholders regarding the share swap ratio, perceived as unfavorable.
- Concerns raised about lack of prior capital raising and growth opportunities at the subsidiary level.
- Perceived conflict of interest in fairness opinions and valuation process.
Forward Guidance
- Capex plans: Rs. 70 crores preferential allotment to AEHL for construction of flagship facility at Cathedral Road.
- Merger implementation expected to take 12–14 months, subject to regulatory, shareholder, and creditor approvals.
- Post-merger, AEHL public shareholders to hold 4.6% in the combined entity; promoter group to hold ~30.9%.
- No impact of preferential issue on eventual public shareholding in merged entity.
- Commitment to high corporate governance standards and transparent process; willingness to engage further with minority shareholders.
2 · Q&A Highlights
Q 1 (Composite): What are the expected cost synergies and efficiency gains from the merger?
A (Management):
• Major savings in compliance costs (e.g., auditors, filings), reduction in tax leakage (GST), and resource optimization.
Q 2 (Composite): Why was a preferential allotment route chosen for funding AEHL instead of a loan?
A (Management):
• Preferential allotment leverages cash reserves at holding company; avoids balance sheet stress and is done at fair valuation.
Q 3 (Composite): Minority shareholders of AEHL question the fairness of the share swap ratio and valuation methodology.
A (Management):
• Swap ratio based on independent valuers using multiple methodologies (market value, trading multiples, DCF) and fairness opinions from SEBI-registered merchant bankers; process approved by both Boards.
Q 4 (Composite): Why was AEHL’s growth restricted and why were no funds raised at the subsidiary level?
A (Management):
• Management asserts support was provided; post-merger, AEHL shareholders will participate in pan-India growth and access larger resources.
Q 5 (Composite): What is the approval process and required shareholder thresholds for the merger?
A (Management):
• Requires majority of minority approval at both AHCL and AEHL; process involves SEBI, stock exchanges, NCLT, and special resolutions at both companies.
Q 6 (Composite): Will management engage further with minority shareholders on valuation concerns?
A (Management):
• Willing to organize separate calls/meetings to explain valuation methodologies and address concerns.
3 · Other Key Numbers
- Share swap ratio: 23 equity shares of AHCL for every 2 shares of AEHL.
- Preferential allotment: 1,32,827 equity shares of AEHL at Rs. 5,270 per share; total investment ~Rs. 70 crores.
- AEHL equity share capital to increase from 47 lakh to 48.3 lakh shares post-preferential allotment.
- Promoter holding in AEHL to rise from 71.9% to 72.7%; public shareholding to dilute from 28.1% to 27.3%.
- Post-merger, AEHL public shareholders to hold 4.6% in combined entity; AHCL public shareholding to dilute from 67.6% to 64.5%; promoter group to hold ~30.9%.
- Total share capital of combined entity: approximately Rs. 33.13 crores.
- Swap ratio implies a 15% premium over AEHL’s 10-day VWAP of INR 4,554 per share.
- Merger implementation timeline: 12–14 months (indicative).
- No impact of preferential issue on eventual public shareholding in merged entity.