Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Aster DM Quality Care Limited (Formerly Aster DM Healthcare Limited)

Date and Type of Meeting

The postal ballot process involves remote e-voting only (no physical meeting). The remote e-voting period commences on Thursday, 27 August 2026 at 09:00 AM (IST) and ends on Friday, 25 September 2026 at 05:00 PM (IST).

Summary of Proposed Resolutions and Implications

Ordinary Resolutions:

1. Appointment of Mr. Varun Shadilal Khanna (DIN: 03584124) as Managing Director and Group CEO for 5 years from 1 July 2026 to 30 June 2031 with remuneration comprising:

  • Fixed pay: ₹8.10 crore per annum
  • Variable pay: ₹3.15 crore per annum at target performance (up to 150% of target)
  • Annual increment limit: 15% per annum
  • Perquisites including medical insurance (₹20 lakh coverage), car (₹1.25 crore value), club memberships (₹10 lakh limit)

2. Appointment of Ms. Ayshwarya Ravi Vikram (DIN: 08153649) as Non-Executive Non-Independent Director liable to retire by rotation

3. Appointment of Mr. Ganesh Mani (DIN: 08385423) as Non-Executive Non-Independent Director liable to retire by rotation

Special Resolutions:

4. Appointment of Mr. Neeraj Jain (DIN: 00348591) as Non-Executive Independent Director for 3 years (1 July 2026 to 30 June 2029) with remuneration not exceeding ₹40,00,000 per annum

5. Appointment of Mr. Kewal Kundanlal Handa (DIN: 00056826) as Non-Executive Independent Director for 3 years (1 July 2026 to 30 June 2029) with remuneration not exceeding ₹40,00,000 per annum, including approval for continuation beyond age 75

6. Appointment of Mr. Valayil Korath Mathews (DIN: 00049414) as Non-Executive Independent Director for 3 years (1 July 2026 to 30 June 2029) with remuneration not exceeding ₹40,00,000 per annum

7. Revision of remuneration for Dr. Mandayapurath Azad Moopen (DIN: 00159403), Executive Chairman, to consolidated remuneration of up to ₹12.25 crore per annum for period from 1 July 2026 to 28 May 2028

8. Change in designation of Ms. Alisha Moopen (DIN: 02432525) from Deputy Managing Director to Executive Director and revision of remuneration to up to ₹2.00 crore per annum for period from 1 July 2026 to 6 August 2029

9. Approval of Aster DM Quality Care Limited Employee Stock Option Scheme - 2026 with grant of 1,52,54,268 options exercisable into equivalent equity shares

10. Extension of ESOP Scheme 2026 benefits to subsidiary employees with grant of 76,27,134 options to employees of unlisted subsidiaries

Voting Process and Methods

The voting is restricted to e-voting only through NSDL platform. No physical ballot forms are being sent. The company has engaged NSDL for providing remote e-voting facility.

Key Voting Outcomes

Voting results will be communicated after the voting period ends. The scrutinizer will submit report within 2 working days from conclusion of e-voting. Results will be uploaded on company website and NSDL website.

Scrutinizer's Role

Mr. Rajiv Balakrishnan, Director of M/s. Beyond Compliance Corporate Services Private Limited, has been appointed as scrutinizer to conduct the postal ballot/e-voting process in fair and transparent manner.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 108 and 110 of Companies Act, 2013
  • Rules 20 and 22 of Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI Listing Regulations
  • Secretarial Standards SS-2
  • MCA Circulars including General Circular No. 14/2020, 17/2020, and 03/2025

Additional Financial Information

The explanatory statement provides comparative industry remuneration benchmarking showing:

  • 25th percentile: ₹6.18 crore
  • Median: ₹10.55 crore
  • 75th percentile: ₹18.56 crore
  • Maximum: ₹29.50 crore
  • Average: ₹13.34 crore

Company financial performance (consolidated):

  • FY 2025-26: Total Income ₹4,768.82 crore, Profit ₹427.10 crore
  • FY 2024-25: Total Income ₹4,286.69 crore, Profit ₹5,407.89 crore
  • FY 2023-24: Total Income ₹3,723.75 crore, Profit ₹211.56 crore

Operational metrics:

  • Bed Capacity: 5,449 (FY26), 5,159 (FY25), 4,867 (FY24)
  • Occupancy Rates: 61% (FY26), 65% (FY25), 68% (FY24)
  • ARPOB: ₹51,800 (FY26), ₹45,000 (FY25), ₹40,100 (FY24)

ESOP Scheme Details

The ESOP Scheme 2026 includes:

  • Vesting period: 1-5 years
  • Performance conditions: Company performance (revenue/EBITDA) and individual performance
  • Exercise price: ₹319.40 for grants within 90 days of scheme approval
  • Maximum per employee: 43,58,362 options
  • Total dilution: 1.75% of paid-up capital

Cut-off Date

The cut-off date for determining members eligible to vote is Thursday, 20 August 2026.