Apollo Hospitals' Pharmacy, Healthtech Businesses Inch Closer to Demerger

The observation letter has been issued under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following earlier regulatory clearances, including approval from the Competition Commission of India (CCI), which Apollo Hospitals had disclosed to the exchanges on September 24, 2025.

“The Company has received the observation letter from BSE on December 24, 2025, in relation to the Scheme, under Regulation 37 of the Listing Regulations,” the company stated.

As previously communicated on June 30, 2025, the board of directors of Apollo Hospitals Enterprise Limited had approved a comprehensive restructuring proposal involving, inter alia, the demerger of the identified business undertaking of the company into Apollo Healthtech Limited. The scheme also provides for the amalgamation of Apollo Healthco Limited with and into Apollo Healthtech Limited, as well as the amalgamation of Keimed Private Limited with and into Apollo Healthtech Limited. The restructuring is proposed to culminate in the listing of equity shares of Apollo Healthtech Limited on both the National Stock Exchange of India and BSE, subject to receipt of all applicable statutory and regulatory approvals.

The scheme has been filed under Sections 230 to 232 of the Companies Act, 2013, read with other applicable provisions and SEBI regulations. In its observation letter, BSE stated that it has no adverse observations on the scheme, subject to compliance with conditions and disclosures prescribed by SEBI and the stock exchanges.

“We hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of the Listing Agreement,” BSE stated in the letter.

At the same time, SEBI and the exchanges have directed Apollo Hospitals to ensure comprehensive disclosures to shareholders and regulators. These include disclosure of all ongoing adjudication and recovery proceedings, prosecutions, or enforcement actions, if any, against the listed entity, its promoters, directors, and key managerial personnel, before the National Company Law Tribunal (NCLT) and shareholders while seeking approval of the scheme. The company has also been directed to disclose detailed financial information, including assets, liabilities, net worth, revenues, and shareholding patterns of all entities involved, both before and after the scheme.

The observation letter further emphasised that the explanatory statement to shareholders must clearly set out the need and rationale of the scheme, the synergies expected from the consolidation of businesses, the impact on the revenue-generating capacity of the listed entity, and a cost-benefit analysis of the proposed restructuring. SEBI has also mandated detailed disclosures on valuation methodologies, projections, growth assumptions, and justification for the demerger and amalgamation structure adopted.

In this regard, the regulator specifically cautioned that:

“The Entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”

With respect to the proposed listing of Apollo Healthtech Limited, BSE clarified that the listing would be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, and compliance with the SEBI Master Circular dated June 20, 2023. Apollo Healthtech Limited will also be required to submit an Information Memorandum in line with public issue disclosure norms and comply with all applicable SEBI regulations, exchange bye-laws, and statutory requirements.