(AHEL) on Monday confirmed that Shobana Kamineni is proposed to be appointed Executive Chairperson of Apollo Healthtech after the scheme receives approval from the National Company Law Tribunal (NCLT). Apollo also stressed that an Upside Agreement, that is part of the scheme of arrangement, is fully funded by investor Rasmeli and will not involve any cash outflow from Apollo Healthtech or its shareholders.
Releasing additional information around the proposed demerger and listing of Apollo Healthtech, Apollo said the proposed governance framework is an integral part of the restructuring scheme and is designed to ensure strong oversight and long-term value creation.
Apollo Healthtech’s board will comprise 12 directors, with half of them being independent directors in line with regulations. The company said shareholder approval will still be sought for Kamineni’s appointment terms, tenure and remuneration. To address governance concerns, Apollo said these nomination rights will lapse if the shareholding of either the investor (Rasmeli) or the promoter group falls below 10 per cent.
“As set out in the Articles of Association of Apollo Healthtech, half of the board shall comprise independent directors (six independent directors), as required under the SEBI LODR Regulations. Each of the directors shall be bound by his/ her fiduciary duties, and the independent directors shall continue to retain autonomy, ensuring robust governance and balanced decision-making,” Apollo said in its exchange filing.
Apollo also reiterated plans to appoint a Lead Independent Director and said the board’s composition would be periodically reviewed to ensure compliance and balanced governance.
Apollo stressed that the Upside Agreement is fully funded by investor Rasmeli and will not involve any cash outflow from Apollo Healthtech or its shareholders. Apollo added that all shareholders would benefit from the value creation, while the cost of the incentive mechanism would not be borne by the company.
“We would like to clarify that this Upside Agreement forms part of a broader performance-linked framework, contingent on the delivery of a highly ambitious equity value-linked target, which will be measured by the Multiple of Invested Capital (MOIC). No minimum amount is guaranteed, with a maximum of 9 per cent of the upside delivered to Rasmeli for achieving at least 4x MOIC,” the company said in its exchange filing.
The Apollo Hospitals Group demerger and restructuring scheme is designed to spin off, merge, and independently list its omnichannel retail pharmacy, pharmacy distribution, and digital business.