Apollo Hospitals Enterprise Ltd (AHEL) has reiterated its commitment to a proposed restructuring scheme aimed at unlocking shareholder value through the separation and independent listing of its pharmacy and digital health businesses, while announcing additional governance safeguards in response to feedback from shareholders and stakeholders.
In a stock exchange filing, the healthcare major said it continues to believe that the composite scheme of arrangement represents a significant step towards creating long-term value by enabling the demerger of identified businesses into Apollo Healthtech Ltd (AHTL) and the consolidation of group entities under a focused healthcare platform.
The development comes after the National Company Law Tribunal (NCLT), Chennai Divisional Bench, approved the proposed restructuring scheme involving AHEL and its group entities.
Scheme to create focused healthcare technology platform
The approved scheme entails the demerger of AHEL’s identified businesses into Apollo Healthtech Ltd (AHTL), alongside the amalgamation of Apollo Healthco Ltd (AHL) and Keimed Pvt Ltd with and into AHTL.
According to AHEL, the restructuring will provide AHTL with greater strategic focus, enhanced operational flexibility, improved capital allocation capabilities and clearer visibility for investors regarding its financial performance and growth prospects.
“The Board and management of AHEL are of the view that the scheme will provide AHTL with a sharper strategic focus, greater operational flexibility, enhanced capital allocation ability and clearer visibility for investors into its performance and growth potential,” the company said.
Additional governance commitments announced
Responding to shareholder concerns around governance and board representation, AHEL has announced further commitments relating to director nomination rights within AHTL.
The company had earlier clarified on June 15, 2026, that Rasmeli Ltd and the promoter and promoter group of AHTL would waive their rights to nominate directors if their respective shareholding falls below 10%.
The Articles of Association of AHTL will be amended after the scheme becomes effective to incorporate this 10% threshold.
AHEL has now provided additional clarity, stating that the promoter and promoter group will also waive rights to nominate directors beyond the maximum number permitted based on their aggregate shareholding.
Furthermore, within the framework of the 10% fall-away threshold, each constituent of the promoter and promoter group has committed to relinquishing its director nomination rights if its individual shareholding, together with entities controlled by it, falls below 5%.
The company said the Articles of Association of AHTL will be amended to reflect these commitments, subject to separate shareholder approval after the scheme takes effect.
Independent board oversight to be strengthened
As part of its governance framework, AHEL also committed that as long as AHTL has an executive chairperson, at least half of its board will comprise independent directors, in line with applicable regulations.
The move is aimed at reinforcing board independence and enhancing investor confidence in the governance structure of the proposed listed entity.
Focus on long-term value creation
AHEL said the restructuring is designed to position Apollo Healthtech for its next phase of growth with greater independence, accountability and operational focus.
The company emphasized that it remains committed to responsible governance, transparency and long-term value creation for all stakeholders.
“The Scheme is an important step in this journey, positioning AHTL for its next phase of growth with greater focus, independence and accountability. The Board believes the Scheme is in the best interests of all shareholders and respectfully seeks your support,” the company said.
The restructuring is expected to create a dedicated healthcare technology and pharmacy platform with enhanced growth potential while offering investors greater visibility into the performance of Apollo’s rapidly expanding digital health and pharmacy businesses.