Key Quantitative Figures & Dates

  • Board Meeting Date: Wednesday, 1 July 2026
  • Meeting Duration: Commenced at 12:30 PM IST, concluded at 03:55 PM IST.
  • ESOP Scheme Size: Maximum of 1,52,54,268 equity shares of face value ₹10 each.
  • ESOP Exercise Price (Initial): ₹319.40 per option for grants made until 90 days post-effective date of the scheme.
  • Effective Date for Director & SMP Changes: 1 July 2026 for most appointments/cessations.
  • Resignation of Mr. Hitesh Dhaddha: Effective close of business hours on 18 July 2026.

Parties Involved

  • Regulators: BSE Limited, National Stock Exchange of India Ltd (NSE), SEBI.
  • Company Entities: Aster DM Healthcare Limited (the listed entity), unlisted subsidiaries (for ESOP eligibility).
  • Merging Entity: Quality Care India Limited (QCIL), referred to in the context of the Scheme of Amalgamation.
  • New Directors Appointed: Mr. Varun Khanna (MD & Group CEO), Mr. Neeraj Jain (Ind.), Mr. Kewal Handa (Ind.), Mr. V K Mathews (Ind.), Ms. Ayshwarya Vikram (Non-Ex.), Mr. Ganesh Mani (Non-Ex.).
  • Directors Resigned: Mr. Maniedath Madhavan Nambiar (Ind.), Mr. C. J. George (Ind.), Dr. Zeba Azad Moopen (Non-Ex.), Mr. Shamsudheen Bin Mohideen Mammu Haji (Non-Ex.).
  • Senior Management Changes: 14 changes detailed, including appointments, cessations, and designation changes.

Purpose & Rationale

The changes are implemented "pursuant to the implementation of the Scheme of Amalgamation between Quality Care India Limited (\"QCIL\") and Aster DM Healthcare Limited" and are aimed at the "reconstitution of the Board" and "change in the organizational structure of the Company". The resigning directors confirmed no material reasons other than the amalgamation for their resignations.

Detailed Breakdown of Board Changes

A. Appointment of Directors (w.e.f. 1 July 2026, subject to shareholder approval)

  • Mr. Varun Khanna (DIN:03584124): Additional Director, designated as Managing Director & Group Chief Executive Officer (KMP) for 5 years.
  • Mr. Neeraj Jain (DIN:00348591): Additional Director, designated as Independent Director for 3 years.
  • Mr. Kewal Handa (DIN:00056826): Additional Director, designated as Independent Director for 3 years.
  • Mr. V K Mathews (DIN:00049414): Additional Director, designated as Independent Director for 3 years.
  • Ms. Ayshwarya Vikram (DIN:08153649): Additional Director, designated as Non-Executive Director.
  • Mr. Ganesh Mani (DIN:08385423): Additional Director, designated as Non-Executive Director.

All appointees affirmed they are not debarred from holding the office of director.

B. Resignation of Directors (w.e.f. close of business hours on 1 July 2026)

  • Mr. Maniedath Madhavan Nambiar (DIN:01122411): Resigned as Independent Director. Holds no directorships in any listed company.
  • Mr. C. J. George (DIN:00003132): Resigned as Independent Director. Holds directorship in Geojit Financial Services Ltd (Executive Chairman and MD) and is a member of its Stakeholders Relationship Committee.
  • Dr. Zeba Azad Moopen (DIN:03604401): Resigned as Non-Executive Director.
  • Mr. Shamsudheen Bin Mohideen Mammu Haji (DIN:02007279): Resigned as Non-Executive Director.

All resigned directors confirmed no material reasons other than the amalgamation for their resignation.

C. Changes in Committee Compositions (w.e.f. 01 July 2026)

The Board re-constituted its committees. The new compositions are:

  • Audit Committee: Dr. James Mathew (Chairperson-Ind.), Ms. Alisha Moopen (Ex. Dir.), Mr. Sunil Theckath Vasudevan (Ind.), Ms. Ayshwarya Vikram (Non-Ex.), Mr. Neeraj Jain (Ind.), Mr. Kewal Handa (Ind.).
  • Nomination and Remuneration Committee: Mr. Sunil Theckath Vasudevan (Chairperson-Ind.), Ms. P H Vijaya Deepti (Ind.), Mr. T J Wilson (Non-Ex.), Mr. Ganesh Mani (Non-Ex.), Mr. Kewal Handa (Ind.), Mr. V.K. Matthews (Ind.).
  • Stakeholder's Relationship and ESG Committee: Mr. James Mathew (Chairperson-Ind.), Mr. T J Wilson (Non-Ex.), Mr. Varun Khanna (MD).
  • Corporate Social Responsibility Committee: Dr. Azad Moopen (Chairperson-Ex. Chairman), Ms. P H Vijaya Deepti (Ind.), Mr. V K Mathews (Ind.).
  • Risk Management Committee: Ms. P H Vijaya Deepti (Chairperson-Ind.), Mr. James Mathew (Ind.), Ms. Alisha Moopen (Ex. Dir.), Mr. T J Wilson (Non-Ex.).

Detailed Breakdown of Senior Management Personnel (SMP) Changes

On Account of Resignation

  • Mr. Hitesh Dhaddha: Resigned as Chief Investor Relations and M&A Officer, effective close of business hours on 18 July 2026. Reason cited: personal decision.

On Account of Change in Organisational Structure (w.e.f. 1 July 2026)

  • Appointments: Dr. Pawan Kumar (CEO India II), Mr. Vishal Maheshwari (CEO India III), Dr. Ratnadeep Chaskar (CEO Bangladesh), Mr. Vinod Raman (Chief Digital Officer), Mr. S V Kiran (Group Chief People Officer), Ms. Richa Singh (Group Legal Officer).
  • Change in Designation: Mr. Ramesh Kumar S (from COO to CEO India I), Mr. Sunil Kumar M R (from CFO to Group CFO), Mr. Sudeep Dey (from CIO & CISO to CIO), Dr. Somashekhar S P (from Chairman Medical Advisory Board to Group Medical Officer).
  • Cessations: Mr. Durga Prasanna Nayak (Head of HR), Mr. Hemakumar Nemmali (Country Head - SCM), Dr. Nalanda Jayadev (CEO Aster Medcity Kochi), Mr. Vineesh Kumar Ghei (Regional Country Head Sales).
  • No Change: Mr. Hemish Purushottam (Company Secretary), Mr. Hari Prasad V K (Chief Internal Audit).
  • Additional Role: Mr. Sunil Kumar M R shall assume the role of Head – Investor Relations w.e.f. 19 July 2026.

ESOP Scheme 2026 Amendments

Based on NRC recommendation and subject to shareholder approval, the Board amended the 'Aster DM Healthcare Limited Employee Stock Option Scheme 2026'.

  • Name Change: Updated to 'Aster DM Quality Care Limited Employee Stock Option Scheme 2026'.
  • Effective Date: Updated to be the date of shareholder approval.
  • Eligibility: Grants to be made to eligible employees of the Company and its unlisted subsidiaries (holding company employees excluded post-amendment).
  • Re-pricing: Provisions on re-pricing of options have been removed.
  • Exercise Price: For grants until 90 days post-shareholder approval: ₹319.40. For grants thereafter: to be determined by NRC, not exceeding a 20% discount to the 90-day VWAP.
  • Exercise Period: 1 year from the date of vesting.
  • Vesting: Minimum 1 year (except death/disability), maximum 5 years from grant, subject to performance criteria.
  • Maximum Options: 1,52,54,268 equity shares.

No options have been granted, vested, exercised, or lapsed as of this disclosure.

Other Board Approvals

  • F. Change in designation of Ms. Alisha Moopen (DIN:02432525) from Deputy Managing Director to Executive Director, w.e.f. 1 July 2026.
  • G. Re-designation of Dr. Azad Moopen (Executive Chairman) and Ms. Alisha Moopen (Executive Director) as Non-Key Managerial Personnel u/s 203 of Companies Act, 2013, w.e.f. 1 July 2026.

Financial & Operational Impact

  • The disclosure states changes are consequent to the Scheme of Amalgamation. No specific quantified financial impact on revenue, profit, or cash flows is provided in this disclosure.
  • The ESOP scheme amendments could have a future dilutive impact on earnings per share upon grant and exercise, but the number of shares is fixed.

Capital Structure Impact

  • Potential future dilution of up to 1,52,54,268 equity shares if all options under the ESOP Scheme 2026 are granted and exercised. Current share capital not disclosed.

Forward-Looking Statements

  • The appointments of new directors are subject to approval of the shareholders of the Company.
  • The amendments to the ESOP Scheme 2026 are subject to approval of the shareholders of the Company.