Aster DM Healthcare Limited has entered into a comprehensive Shareholders' Agreement (SHA) with its wholly owned subsidiary, Aster DM Super-specialty Hospital (Sarjapur) Private Limited, in connection with the planned issuance of Compulsorily Convertible Preference Shares (CCPS). The agreement was executed on February 26, 2026, as disclosed under Regulation 30 of SEBI Listing Regulations.

Shareholders' Agreement Details

The SHA establishes governance frameworks and operational protocols for the Sarjapur Entity's fundraising initiative from potential investors. The agreement records governance-related matters including board and shareholders' meetings, share transfer restrictions, and call option provisions in favor of the parent company.

Key Provisions and Rights

The shareholders' agreement provides Aster DM Healthcare with significant control mechanisms over its subsidiary's operations and shareholding structure. The company retains the right to nominate directors on the Sarjapur Entity's board, ensuring continued oversight of strategic decisions.

Strategic Fundraising Initiative

The Sarjapur Entity intends to raise funds from potential investors through the CCPS mechanism, representing a strategic approach to capital mobilization while maintaining parent company control. This structure allows external investment while preserving Aster DM Healthcare's governance rights and operational oversight.

The transaction is conducted on an arm's length basis and does not constitute a related party transaction under SEBI Listing Regulations, as no transfer of resources, services, or obligations occurs between the company and its subsidiary. The agreement ensures that Aster DM Healthcare maintains its promoter status and strategic control over the subsidiary's future direction.

Aster DM Healthcare Limited delivered a strong financial performance in Q3 FY26, demonstrating consistent growth across its healthcare platform while progressing toward its strategic merger with Quality Care India Limited (QCIL).

Financial Performance Highlights

The company reported revenue from operations of INR 1,186 crore for Q3 FY26, representing a 13% year-on-year increase. This growth was supported by a 10% increase in total patient volumes and a 9% improvement in inpatient average revenue per patient (ARPP).

Operating EBITDA stood at INR 224 crore, up 11% year-on-year, with margins maintained at 18.9%. The performance reflects the company's continued focus on operational efficiency and disciplined cost management despite the addition of new capacity.

Combined Platform Performance

On a combined proforma basis with QCIL, the platform delivered impressive results with revenue growth of 15% year-on-year to INR 2,366 crore. Operating EBITDA grew faster than revenue, increasing 22% year-on-year to INR 503 crore, translating into an operating EBITDA margin of 21% and return on capital employed (ROCE) of 21%.

Cluster-wise Performance

The Kerala cluster emerged as the standout performer, delivering revenues of INR 629 crore with 20% year-on-year growth. Excluding the newly commissioned Kasargod hospital, revenues increased 19% year-on-year to INR 619 crore. The cluster benefited from strong Medical Value Travel (MVT) revenue growth of 64% year-on-year, driven by higher international patient footfall from Maldives, Oman, and other Middle Eastern markets.

The Karnataka & Maharashtra (K&M) cluster experienced a relatively softer performance with 7% revenue growth to INR 383 crore, primarily due to temporary volume moderation from seasonality and clinician movements. However, inpatient ARPP showed strong growth of 17% year-on-year.

Specialty Mix and Clinical Excellence

The company continued its strategic shift toward complex, high-value care. Oncology revenues grew 27% year-on-year, with contribution increasing to 11% in Q3 FY26 from 10% in the previous year. The CONGO (Cardiology, Oncology, Neurology, Gastroenterology, Orthopedics) mix increased meaningfully during the quarter, supporting improved case mix and pricing.

Capacity Expansion and New Facilities

A key development during the quarter was the commissioning of the Kasargod hospital, which marked an important expansion milestone. Since commissioning, the hospital has demonstrated steady ramp-up with outpatient footfall averaging around 400 patients per day and over 120 doctors onboarded.

Over the past year, Aster added more than 320 beds, taking total capacity to 5,451 beds as of December 31, 2025. The company plans to add over 2,300 beds in the coming years through a balanced mix of brownfield expansions and greenfield projects.

Merger Progress with QCIL

The proposed merger with Quality Care India Limited continued to advance through regulatory processes. Following receipt of Competition Commission of India (CCI) approval and no-objection letters from NSE and BSE, the company filed the merger application with the National Company Law Tribunal (NCLT) on December 11, 2025.

The shareholders' meeting to consider and approve the merger scheme is expected to be convened between February 27, 2026, and March 13, 2026. Based on current process timelines, the merger is expected to be completed in Q1 FY27.

Nine-Month Performance

For the nine months ended December 31, 2025, India revenues increased 10% to INR 3,451 crore, with operating EBITDA growing 17% to INR 715 crore, achieving a margin of 20.7%. Normalized profit after tax (post non-controlling interest) grew 19% to INR 298 crore.

Outlook and Strategic Focus

The company maintains its focus on execution excellence, capital efficiency, and building clinically strong and scalable operations. With the merger process progressing and consistent operational performance across clusters, Aster DM Healthcare is positioned to deliver accessible, high-quality healthcare at scale while creating sustainable long-term value for stakeholders.