BSECompany Update1d ago · 29 Aug 2026, 06:23 pm

Intimation of Scheme of Amalgamation of step down subsidiaries of the Company

Aster DM Quality Care Ltd · 540975

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Aster DM Quality Care Ltd has announced the approval of a scheme of amalgamation of its step-down subsidiaries, KIMSHEALTH Executive Leisure Private Limited and Spiceretreat Hospitality Services Private Limited, with the latter as the transferee company. The amalgamation aims to simplify the group structure, improve operational efficiency, and strengthen business operations. No cash consideration will be paid, and 13.4391 fully paid-up equity shares of ₹10 each of SHSPL will be issued for every 1,000 fully paid-up equity shares of ₹10 each held in KEL.

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Earnings Impact2/10
Growth Catalyst6/10
Governance Concern1/10
Regulatory Risk2/10
Balance Sheet Risk3/10
Liquidity Impact8/10
Market Sentiment5/10

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Aster DM Quality Care Ltd - 540975 - Approval Of Scheme Of Amalgamation Of Step-Down Subsidiaries Of The Company

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29 August 2026 BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai 400001, Bandra (East), Mumbai 400051, Maharashtra, India Maharashtra, India Scrip Code: 540975 Scrip Symbol: ASTERDM Dear Sir/ Madam, Subject: Approval of Scheme of Amalgamation of KIMSHEALTH Executive Leisure Private Limited with Spiceretreat Hospitality Services Private Limited, step-down subsidiaries of the Company Ref: Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) With reference to the captioned subject, we wish to inform you that the respective Boards of Directors of KIMSHEALTH Executive Leisure Private Limited ("KEL") and Spiceretreat Hospitality Services Private Limited (“SHSPL”), step-down subsidiaries of the Company, at their respective meetings held on 29 August 2026, have approved the Scheme of Amalgamation (“Scheme”) of KEL with SHSPL, subject to receipt of the requisite statutory and regulatory approvals. The Appointed Date of the Scheme is 1 April 2026. The requisite details, as required under Regulation 30 of the Listing Regulations read with the SEBI Master Circular dated 30 January 2026, are enclosed as Annexure A. This is for your information and records. This intimation is also being uploaded on the Company’s website at www.asterqualitycare.com. Thanking you, For Aster DM Quality Care Limited (Formerly Aster DM Healthcare Limited) Hemish Purushottam Company Secretary and Compliance Officer M. No. A24331 Annexure A Details as required under Regulation 30 of the Listing Regulations read with the SEBI Master Circular dated January 30, 2026 Sr. Particulars Details 1 Name of the entity(ies) Transferor Company: KIMSHEALTH Executive Leisure Private Limited forming part of the ("KEL") was incorporated on 09.04.1999 amalgamation/ merger, Transferee Company: Spiceretreat Hospitality Services Private details in brief such as Limited ("SHSPL") was incorporated on 20.09.2018 size, turnover etc. Brief: KEL and SHSPL are wholly-owned subsidiaries of KIMS Health Care Management Limited and step-down subsidiaries of Aster DM Quality Care Limited. Turnover: as on 31.03.2026 KEL: ₹1.47 Crore SHSPL: ₹77.15 crore 2 Whether the transaction Yes. would fall within related However, since the transaction is between two wholly-owned step- party transactions? If down subsidiaries of the Company, it is exempted as per Regulation yes, whether the same 23(5)(c) of the SEBI (Listing Obligations and Disclosure is done at arm's length? Requirements) Regulations, 2015. 3 Area of business of the KEL and SHSPL are engaged in hospitality and allied service entity(ies) businesses. KEL primarily operates accommodation-related hospitality services, while SHSPL provides hotel, food and beverage and related hospitality support services. 4 Rationale for The proposed amalgamation is intended to simplify the group amalgamation/ merger structure, enable better operational and administrative efficiencies, optimise utilisation of resources, facilitate efficient cash management, eliminate duplication of regulatory and compliance requirements and strengthen the business operations of the merged entity. 5 In case of cash No consideration shall be payable in cash pursuant to the Scheme. consideration – amount In consideration, 13.4391 fully paid-up equity shares of ₹10 each of or otherwise share SHSPL with a fair value of ₹43,400 per share shall be issued and exchange ratio allotted for every 1,000 fully paid-up equity shares of ₹10 each held Sr. Particulars Details in KEL with a fair value of ₹583.3 per share based on valuation report and fairness opinion dated 24 June 2026 issued by D&P India Advisory Services LLP and Kroll Advisory Private Limited respectively. 6 Brief details of change in The proposed amalgamation will not result in any change in the shareholding pattern (if shareholding pattern of Aster DM Quality Care Limited. any) of listed entity