Apollo Hospitals Enterprise Limited has received a no-objection letter from the National Stock Exchange (NSE) for its composite scheme of arrangement, marking a significant regulatory milestone in the healthcare giant's corporate restructuring initiative involving demerger and amalgamation.

NSE Approval with Detailed Conditions

The NSE issued its observation letter on December 23, 2025, conveying no objection to the composite scheme under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This approval enables the company to file the draft scheme with the National Company Law Tribunal (NCLT).

Comprehensive Scheme Structure

The composite arrangement involves multiple entities and complex corporate actions. The scheme encompasses the demerger of identified business undertaking from Apollo Hospitals Enterprise Limited into Apollo Healthtech Limited, along with amalgamation of Apollo Healthco Limited and Keimed Private Limited into the resultant company.

Key Regulatory Requirements

The NSE approval comes with extensive conditions that the company must fulfill. These include mandatory disclosure of all ongoing adjudication and recovery proceedings against the entity and its promoters before NCLT and shareholders. The company must also ensure that proposed equity shares under the scheme are issued in demat form only.

Additionally, Apollo Hospitals must provide comprehensive disclosures to public shareholders, including details of assets, liabilities, net worth, and revenue of companies involved pre and post-scheme, along with the impact on revenue generating capacity.

Implementation Timeline and Next Steps

The scheme remains subject to receipt of requisite statutory and regulatory approvals, shareholder and creditor approvals, and other terms as set out in the arrangement. The company had previously received approval from the Competition Commission of India on September 24, 2025, for the transactions contemplated under the scheme.

Apollo Healthtech Limited must complete listing steps within sixty days of receiving the NCLT order, with trading to commence simultaneously on all stock exchanges where Apollo Hospitals' equity shares are listed.

Apollo Hospitals Enterprise Limited (AHEL) has received a significant boost for its employee incentive program. The healthcare company recently obtained in-principle approval from both the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) for its Employee Stock Option Plan 2024 (Apollo ESOP 2024).

Key Details of the Approval

Conditions for Approval

The in-principle approval from both exchanges comes with several conditions that Apollo Hospitals must adhere to:

1. Regulatory Compliance: The company must comply with all relevant guidelines and regulations issued by statutory authorities, including SEBI, RBI, and MCA.
2. Listing Agreement: AHEL needs to ensure compliance with all conditions of the Listing Agreement as of the listing date.
3. Legal Compliance: Adherence to the Companies Act, 2013, and other applicable laws is mandatory.
4. Notification Requirement: The company is required to notify the exchanges as per Regulation 10(c) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, after the shares are allotted and credited to beneficiaries' accounts.
5. Fee Payment: Prescribed fees must be paid as required by the exchanges.

Implications and Next Steps

This approval marks a significant step for Apollo Hospitals in implementing its employee stock option plan. However, it's important to note that the exchanges reserve the right to withdraw their in-principle approval if the information submitted is found to be incomplete, incorrect, misleading, or in contravention of any rules, regulations, or guidelines.

The company will need to carefully navigate the regulatory landscape and ensure full compliance with all conditions to successfully implement the Apollo ESOP 2024. This move could potentially enhance employee engagement and align the interests of the workforce with the company's long-term objectives.

As Apollo Hospitals moves forward with this plan, stakeholders will be observing how effectively the company implements the ESOP and its impact on employee motivation and retention in the healthcare sector.