The Board of Directors of Aster DM Healthcare approved a comprehensive reconstitution of its board and senior management team, effective 1 July 2026, pursuant to the Scheme of Amalgamation between Quality Care India Limited and Aster DM Healthcare Limited. The board meeting commenced at 12:30 PM (IST) and concluded at 03:55 PM (IST). These changes are designed to align the organisational structure with the merged entity's strategic framework.

New Board Appointments

Upon the recommendation of the Nomination & Remuneration Committee (NRC), and subject to shareholder approval, the Board approved the appointment of six new directors with effect from 1 July 2026. The following table summarises the new appointments:

Mr. Varun Khanna brings 28 years of diverse industry experience across Telecom, Retail, Healthcare, and MedTech. He previously served as Managing Director of Siloam Hospitals, where he played a key role in driving a 5X increase in EBITDA. His earlier roles include Chairman at Sahyadri Hospitals, Managing Director at Becton Dickinson & Co India, and Executive Vice President & Chief Commercial Officer at Fortis Hospitals. Mr. Neeraj Jain is a rank holder Chartered Accountant and Company Secretary with over 30 years of management experience at Johnson & Johnson and Hindustan Unilever. Mr. Kewal Handa brings extensive pharmaceutical and corporate governance experience, having served as Managing Director of Pfizer India Ltd. Mr. V K Mathews is the Founder and Executive Chairman of The IBS Group, with over 30 years of experience in aviation and technology. Ms. Ayshwarya Vikram is a Managing Director with the Blackstone Private Equity Portfolio Operations team, and Mr. Ganesh Mani is a Senior Managing Director in Blackstone's Private Equity Group.

All appointees have affirmed that they are not debarred from holding the office of director by virtue of any order of the Securities and Exchange Board of India or any other such authority.

Board Resignations

Coinciding with the new appointments, four directors resigned from the board with effect from the close of business hours of 1 July 2026. The departing directors confirmed that there are no other material reasons for their resignation beyond those stated in their respective resignation letters.

• Mr. Maniedath Madhavan Nambiar (DIN: 01122411) — Independent Director
• Mr. C. J. George (DIN: 00003132) — Independent Director
• Dr. Zeba Azad Moopen (DIN: 03604401) — Non-Executive Director
• Mr. Shamsudheen Bin Mohideen Mammu Haji (DIN: 02007279) — Non-Executive Director

Changes in Senior Management Personnel

The Board also approved extensive changes to the company's Senior Management Personnel (SMP) effective 1 July 2026, in line with the revised organisational structure. Mr. Hitesh Dhaddha resigned as Chief Investor Relations and M&A Officer with effect from the close of business hours of 18 July 2026, citing personal reasons with no other material reasons attributable to the company. The following table details the broader SMP changes:

Mr. Sunil Kumar M R shall assume the additional role of Head – Investor Relations with effect from 19 July 2026.

Other Board Decisions

The Board also approved a change in designation of Ms. Alisha Moopen (DIN: 002432525) from Deputy Managing Director to Executive Director, effective 1 July 2026. Additionally, Dr. Azad Moopen (DIN: 000159403), Executive Chairman, and Ms. Alisha Moopen, Executive Director, were re-designated as Non-Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013, effective 1 July 2026. The Board also reconstituted its various committees — including the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship and ESG Committee, Corporate Social Responsibility Committee, Risk Management Committee, Investment & Finance Committee, and Medical Excellence Committee — to reflect the revised board composition.

ESOP Scheme 2026 Amendments

Based on the recommendation of the NRC, and subject to shareholder approval, the Board approved amendments to the Aster DM Healthcare Limited Employee Stock Option Scheme 2026. Key amendments include:

• The scheme has been renamed to 'Aster DM Quality Care Limited Employee Stock Option Scheme 2026'
• The effective date of the ESOP Scheme 2026 has been updated to the date on which shareholders of the Company approve it
• Grants under the scheme are to be made to eligible employees of the Company and its unlisted subsidiaries
• Provisions on re-pricing of options have been removed

The maximum options that can be granted under the ESOP Scheme 2026 shall be 1,52,54,268 (one crore fifty two lakhs fifty four thousand two hundred and sixty eight) equity shares of face value of INR 10/- each fully paid-up. The exercise price for options granted until completion of 90 days from the effective date of the ESOP Scheme 2026 shall be INR 319.40 per option. For options granted post completion of 90 days, the exercise price shall be determined by the NRC at no more than a 20% discount on the volume weighted average price of shares for the previous 90 days prior to the date of grant, and shall not be lower than the face value of the shares.

Aster DM Healthcare Limited has invested ₹25 crore to acquire 3,57,143 Optionally Convertible Redeemable Preference Shares (OCRPS) in its associate company, Alfaone Medicals Private Limited. The acquisition, completed on June 29, 2026, involved a subscription to a rights issue at a price of ₹700 per share, which includes a security premium of ₹690 per share. This strategic investment is intended for general corporate purposes within the healthcare sector.

The transaction was classified as a related party transaction since Alfaone Medicals is an associate of Aster DM Healthcare . The Board approved the deal, confirming it was conducted at arm’s length, with no interest held by the promoter or promoter group beyond the company’s existing stake. The consideration was paid in cash, and no specific governmental or regulatory approvals were required for the completion.

Alfaone Medicals Private Limited, incorporated on December 03, 2020, operates in the healthcare industry, specifically trading drugs and pharmaceuticals. The entity reported a turnover of ₹589.55 lakhs for the financial year ended March 31, 2026, compared to ₹616.32 lakhs in FY2024-25 and ₹621.79 lakhs in FY2023-24. The company is based in Bengaluru, Karnataka.

Following the allotment, Aster DM Healthcare’s holding in Alfaone Medicals consists of 11,50,941 equity shares, representing 48.91% of the equity share capital. The company now holds 37,54,243 OCRPS, which constitutes 100% of that class of shares. The total cost of acquisition was ₹25,00,00,100.

Financial Details of Acquisition

Alfaone Medicals Turnover History