Apollo Hospitals has provided additional information regarding the proposed composite scheme of arrangement for the separation and independent listing of Apollo Healthtech Limited. The company detailed the governance framework, board composition, and the structure of the Upside Agreement, which forms part of the scheme to unlock value and sharpen strategic focus. The scheme involves Apollo Hospitals Enterprise Limited, Apollo Healthco Limited, Keimed Private Limited, and Apollo Healthtech Limited.

Governance Framework and Board Composition

The Articles of Association of Apollo Healthtech mandate that half of the Board shall comprise independent directors, specifically six independent directors, in compliance with SEBI LODR Regulations. Rasmeli Limited, as well as the promoter and promoter group, have committed to waiving their respective rights to nominate directors if their shareholding falls below 10%. The Articles will be revised post-effectiveness of the scheme to include this fall away threshold. The Board composition will be under continuous review by a dedicated committee to ensure it reflects regulatory requirements and stakeholder expectations.

Appointment of Executive Chairperson

Ms. Shobana Kamineni is proposed to be appointed as the Executive Chairperson of Apollo Healthtech upon the sanction of the scheme by the National Company Law Tribunal (NCLT). This appointment is subject to applicable laws and shareholder approvals regarding terms of appointment, tenure, and remuneration. Apollo Healthtech also plans to appoint a Lead Independent Director to serve as an independent counterbalance and a channel for shareholder engagement.

Upside Agreement Details

The Upside Agreement is entirely investor-funded by Rasmeli and does not result in any cash outflow from Apollo Healthtech or its other shareholders. It is part of a performance-linked framework contingent on achieving a Multiple of Invested Capital (MOIC) of at least 4x. The maximum upside delivered to Rasmeli is 9% if this target is met. Ms. Shobana Kamineni, in consultation with the Board, will identify the relevant employees who will be beneficiaries of the agreement. The scheme, including the Upside Agreement, is subject to the approval of a majority of public shareholders in accordance with Regulation 26(6) of the SEBI LODR Regulations.

Apollo Hospitals Enterprise Limited has accepted the resignation of Mr. Dinesh Madhavan, President - Group Oncology and International, effective from the close of business hours on May 30, 2026. The company informed the stock exchanges that Mr. Madhavan, who was a designated senior management personnel, tendered his resignation, which the board has accepted. This development was disclosed to the Bombay Stock Exchange Ltd and the National Stock Exchange in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Details of the Resignation

The cessation of Mr. Dinesh Madhavan's role marks a change in the senior management structure of Apollo Hospitals Enterprise Limited. The resignation was submitted following earlier discussions and mutually agreed dates, as indicated in the communication addressed to the management. The company has processed the resignation and relieved him of his duties effective immediately at the end of business hours on the specified date.

Regulatory Disclosure

The filing provided specific details regarding the change in senior management as required under the relevant circulars issued by the regulatory authority. The disclosure confirmed that the reason for the change was resignation and that no brief profile was necessary as this was not an appointment. The company also clarified that there were no specific disclosures required regarding relationships between directors in this instance.

Key Information

The communication was signed by S.M. Krishnan, Senior Vice President - Finance and Company Secretary, on behalf of Apollo Hospitals Enterprise Limited.