Transaction Overview

The respective Boards of Directors of KIMSHEALTH Executive Leisure Private Limited (KEL) and Spiceretreat Hospitality Services Private Limited (SHSPL), step-down subsidiaries of Aster DM Quality Care Limited, at their meetings held on 29 August 2026, have approved the Scheme of Amalgamation of KEL with SHSPL.

The Appointed Date of the Scheme is 1 April 2026.

Entity Details

Transferor Company: KIMSHEALTH Executive Leisure Private Limited (KEL)

  • Incorporated: 09 April 1999
  • Turnover as on 31 March 2026: ₹1.47 Crore

Transferee Company: Spiceretreat Hospitality Services Private Limited (SHSPL)

  • Incorporated: 20 September 2018
  • Turnover as on 31 March 2026: ₹77.15 crore

Both companies are wholly-owned subsidiaries of KIMS Health Care Management Limited and step-down subsidiaries of Aster DM Quality Care Limited.

Business Operations

KEL and SHSPL are engaged in hospitality and allied service businesses. KEL primarily operates accommodation-related hospitality services, while SHSPL provides hotel, food and beverage and related hospitality support services.

Related Party Transaction Status

The transaction qualifies as a related party transaction. However, it is exempted as per Regulation 23(5)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 since it is between two wholly-owned step-down subsidiaries of the Company.

Rationale for Amalgamation

The proposed amalgamation is intended to:

  • Simplify the group structure
  • Enable better operational and administrative efficiencies
  • Optimise utilisation of resources
  • Facilitate efficient cash management
  • Eliminate duplication of regulatory and compliance requirements
  • Strengthen the business operations of the merged entity

Consideration Structure

No cash consideration shall be payable pursuant to the Scheme. The share exchange ratio is set as follows:

13.4391 fully paid-up equity shares of ₹10 each of SHSPL shall be issued and allotted for every 1,000 fully paid-up equity shares of ₹10 each held in KEL.

Valuation Details:

  • SHSPL share fair value: ₹43,400 per share
  • KEL share fair value: ₹583.3 per share

Valuation Reports:

  • Valuation report and fairness opinion dated 24 June 2026 issued by D&P India Advisory Services LLP
  • Fairness opinion dated 24 June 2026 issued by Kroll Advisory Private Limited

Shareholding Impact

The proposed amalgamation will not result in any change in the shareholding pattern of Aster DM Quality Care Limited.