Aashka Hospitals Ltd

Parties and purpose

• Parties: Aashka Hospitals Limited and Rhythm Medical Stores; Rhythm Multispeciality Hospital.
• Also party: Cardioplus Heart Care; Rhythm Medical & Heart Hospital.
• Purpose: strategic arrangement to restructure into a single company with Aashka majority stake.

Key terms

• Aashka to hold 70% voting rights and capital in the newly emerged company.
• Aashka to acquire 70% equity shares or voting rights from existing shareholders; price via valuation on transaction date.
• Post-transaction, Aashka will control the majority of board and decisions.
• Initial parties are not related to Aashka/promoter group.
• Post-transaction, the newly emerged entity would be a related party to Aashka.
• RPT status: not an RPT for this MOU; post-restructuring entity would be related party.
• No shares issued at present; future issuance subject to valuation.
• Duration not specified.

Impact and governance

• Ownership/control shift: 70% stake to Aashka; majority control.
• Post-transaction consolidation creates a single entity managing Rhythm group units.
• No financing terms disclosed.

Other disclosures

• Regulatory approvals not specified; filing references Annexure I.

Key Decisions

• Board approved investment to acquire 70% in the proposed subsidiary Aashka Rhythm Hospitals Private Limited.
• Subsidiary to be incorporated in India; Aashka Hospitals to subscribe 7,000 equity shares at ₹10 each.
• Total cash consideration for the stake: ₹70,000.
• Aashka Hospitals to hold 70% of paid-up capital in the subsidiary.
• Subsidiary to carry on hospitals and healthcare activities.
• No specific regulatory approvals required for incorporation of the subsidiary.

Dematerialisation status

• Dematerialisation requests were processed within the regulatory time limit (accepted or rejected on technical grounds).
• Dematerialised securities have been listed on the stock exchanges.
• Physical certificates were mutilated and cancelled after verification, with the depository named as registered owner.

Internal auditor

• M/s. S C Bohara & Associates appointed as internal auditor for FY 2026-27.
• Appointment effective immediately under Section 138 of the Companies Act, 2013.
• Firm provides internal and statutory audit, financial advisory, tax planning, and restructuring services.

Secretarial auditor

• M/s. Suthar & Surti appointed as secretarial auditor for FY 2026-27.
• Appointment effective immediately under Section 204 of the Companies Act, 2013.
• Firm provides corporate legal compliance, secretarial audit, governance audit, and regulatory approval services.

Board outcome

• Board approved audited financial results for half year and year ended 31 March 2026.
• Statutory auditor issued an unmodified opinion without qualifications.