Inter alia, transacted the following businesses: 1. To change name of the Company from BIJOY HANS LIMITED to ARVAYA HEALTHCARE LIMITED , intended to better reflect the Company s business activities, vision, and long-term objectives subject to the regulatory approvals. 2. The Board of Directors considered and approved the proposal for increase in borrowing limits of the Company up to Rs. 200 Crores (Rupees Two Hundred Crores only) under Section 180(1)(c) of the Companies Act, 2013, subject to the approval of the shareholders of the Company by way of Special Resolution. 3. The Board of Directors considered and approved the proposal to authorize the Board to make loans, give guarantees, provide securities and make investments up to an aggregate limit of Rs. 200 Crores (Rupees Two Hundred Crores only) under Section 186 of the Companies Act, 2013, subject to the approval of the shareholders of the Company by way of Special Resolution. 4. The Board of Directors considered and approved the proposal for granting of loan(s), giving guarantee(s) and/or providing security(ies) in connection with loan(s) taken by any person in whom any Director of the Company is interested, for an aggregate amount not exceeding Rs. 100,00,00,000 (Rupees One Hundred Crores only) under Section 185 of the Companies Act, 2013, subject to the approval of the shareholders of the Company by way of Special Resolution. 5. The Board of Directors considered and approved the revision in remuneration of Mr. Kaushal Shah, Managing Director of the Company, in accordance with Section 197 read with Schedule V of the Companies Act, 2013 subject to the approval of the shareholders of the Company. 6. The Board of Directors considered and approved the revision in remuneration of Mr. Abhiram Ranganath, Chief Financial Officer (Key Managerial Personnel) of the Company, as recommended by the Nomination and Remuneration Committee, with effect from 1 April, 2026. 7. The Board of Directors considered and approved the change in designation of Mr. Salil Shetty from Non-Executive Director to Executive Director and Chief Executive Officer of the Company with effect from 1 April, 2026, as recommended by the Nomination and Remuneration Committee, subject to the approval of the shareholders of the Company. 8. The Board of Directors considered and approved the draft of the new Articles of Association of the Company and recommended the same to the members for their approval by way of a Special Resolution, pursuant to Section 14 of the Companies Act, 2013 and other applicable provisions. 9. The Board of Directors considered and approved the increase in the Authorised Share Capital of the Company from Rs. 60,00,00,000 (Rupees Sixty Crores Only) divided into 6,00,00,000 (Six Crore) equity shares of Rs. 10/- each to Rs. 200,00,00,000 (Rupees Two Hundred Crores Only) divided into 20,00,00,000 (Twenty Crore) equity shares of Rs. 10/- each, subject to the approval of the members of the Company. 10. The Board of Directors considered and approved to conduct of a postal ballot process in accordance with Section 110 and other applicable provisions of the Companies Act, 2013, and the Companies (Management and Administration) Rules, 2014, and authorized the Directors/Company Secretary to take all necessary actions in connection with the postal ballot process. 11. The Board of Directors appointed Mr. Chinmay Mohan Lele, Practicing Company Secretary (Membership No. F-12351 / COP No. 28362), as the Scrutinizer to oversee the Postal Ballot process of the Company and to submit a report thereon in a fair and transparent manner. 12. The Board of Directors noted the issuance of a non-binding Letter of Intent (LOI) to GTT Data Solutions Limited for development of a technology platform, with a total consideration of up to Rs. 5,00,00,000 (Rupees Five Crore only), payable in cash or equity, subject to due diligence, independent valuation, definitive agreements, and necessary approvals.
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