The board of Aster DM Quality Care Limited approved the amalgamation of two step-down subsidiaries, KIMSHEALTH Executive Leisure Private Limited (KEL) and Spiceretreat Hospitality Services Private Limited (SHSPL), on August 29, 2026.

The corporate action aims to simplify the group structure and enhance operational efficiencies. The appointed date for the scheme is April 1, 2026.

Transaction Details

KEL, the transferor company, will merge into SHSPL, the transferee company. Both entities are wholly owned subsidiaries of KIMS Health Care Management Limited.

The amalgamation involves a share exchange rather than cash consideration. Shareholders of KEL will receive 13.4391 fully paid-up equity shares of ₹10 each in SHSPL for every 1,000 fully paid-up equity shares of ₹10 each held in KEL.

The fair value of SHSPL shares is ₹43,400 per share, while KEL shares are valued at ₹583.3 per share. These valuations are based on reports dated June 24, 2026, issued by D&P India Advisory Services LLP and Kroll Advisory Private Limited.

Regulatory and Structural Impact

The transaction is classified as a related party transaction but is exempt under Regulation 23(5)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as it involves wholly owned step-down subsidiaries.

The merger is expected to optimize resource utilization, facilitate efficient cash management, and eliminate duplication of regulatory requirements. It will not result in any change to the shareholding pattern of Aster DM Quality Care Limited.

The scheme remains subject to requisite statutory and regulatory approvals.

Aster DM Quality Care has acquired a 14.21% equity stake in Bangladesh-based STS Holdings Limited through its Mauritius subsidiary, Chemistry Intermediate Holdings Limited. The transaction, valued at USD 44,114,339, aligns with the Merger Framework Agreement executed on November 29, 2024.

The acquisition involves the purchase of 22,727,584 equity shares at a price equivalent to BDT 273.45 per share. Each share carries a face value of BDT 10. The investment is structured as a cash consideration and does not fall under related-party transactions, with no promoter or group company interest in the target entity.

Transaction Details

The deal follows the approval of the Scheme of Amalgamation between Quality Care India Limited and Aster DM Healthcare Limited by the National Company Law Tribunal, Hyderabad Bench, on June 19, 2026. No further governmental or regulatory approvals are required for this specific acquisition.

What the Numbers Show

STS Holdings Limited operates in the healthcare services and training sector in Bangladesh. The company has demonstrated consistent top-line expansion over the past three fiscal years.

The turnover grew from BDT 7,777.02 million in FY24 to BDT 10,534.24 million in FY26, reflecting a sustained upward trajectory in the target’s revenue base prior to this acquisition.