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EquityWireApollo Hospitals: No cash outflow from upside agreement in scheme of arrangement - Apollo Hosp
Apollo Hospitals

No cash outflow from upside agreement in scheme of arrangement - Apollo Hosp

This story was originally published at 18:59 IST on 15 June 2026
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Informist, Monday, Jun. 15, 2026

 

--Apollo Hosp to appoint Shobana Kamineni as chairperson of Apollo Healthtech

 

MUMBAI – Apollo Hospitals Enterprise Ltd. Monday clarified that the upside agreement entered into with Advent International-controlled Rasmeli Ltd. in relation to the scheme of arrangement of Apollo Healthtech Ltd. will not result in cash outflow from the proposed new company.

 

The scheme of arrangement proposes to create Apollo Healthtech, into which Apollo Hospitals Enterprise's omni-channel pharmacy and digital platform businesses will be demerged, and Apollo Healthco Ltd., a material subsidiary of the company, and Keimed Pvt. Ltd will be merged.

 

As per the upside agreement with Rasmeli, a major shareholder of Apollo Healthco, the Advent International company will share with the promoter and employees of Apollo Healthtech a portion of the upside it receives pursuant to its investment in Apollo Healthco.

 

Apollo Hospitals Enterprise clarified that the upside agreement is entirely funded by Rasmeli and does not result in cash outflow from Apollo Healthtech or any of its other shareholders. The company said the upside agreement "forms part of a broader performance-linked framework, contingent on the delivery of a highly ambitious equity value-linked target (measured by Multiple of Invested Capital). No minimum amount is guaranteed, with a maximum of 9% of the upside delivered to Rasmeli for achieving at least 4x MOIC." Regarding the potential conflict of interest arising from the upside agreement, Apollo Hospitals Enterprise said that linking incentives to demanding performance targets will serve as a major mitigation.

 

Apollo Hospitals Enterprise also clarified that while Shobhana Kamineni is proposed to be appointed as the executive chairperson of Apollo Healtech under the scheme of arrangement, the terms, tenure, and remuneration will be subject to the approval of the shareholders of Apollo Healtech after the scheme obtains all regulatory approvals.

 

On the controversy surrounding board nomination rights to investor Rasmeli with respect to inclusion, or lack thereof, of a "fall away threshold" applicable for the nomination rights, Apollo Hospitals Enterprise clarified that Rasmeli and promoter group of Apollo Healthtech "are committed to waive their respective right to nominate director(s), when the respective shareholding of Rasmeli or of the promoter and promoter group, as the case may be, falls below 10%."

 

On Monday, shares of Apollo Hospitals closed 0.4% lower at INR 8,468.50 on the National Stock Exchange.  End

 

Reported by Rajesh Gajra

Edited by Saji George Titus

 

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