1. Apollo Healthtech Limited   2. Apollo Healthco Limited   3. Keimed Private Limited

COMPETITION COMMISSION OF INDIA

Combination Registration No C-2025/07/1309

23^rd September 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Apollo Healthtech Limited, Apollo Healthco Limited and Keimed Private Limited

CORAM:

Ms. Ravneet Kaur
Chairperson

Mr. Anil Agrawal
Member

Ms. Sweta Kakkad
Member

Mr. Deepak Anurag
Member

Order under Section 31(1) of the Competition Act, 2002

1. On 30^th July 2025, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by Apollo Healthtech Limited (AHTL), Apollo Healthco Limited (AHL) and Keimed Private Limited (Keimed) [hereinafter, AHTL, AHL and Keimed are collectively referred to as the ‘Notifying Parties’].

2. The Notice was filed pursuant to execution of the following documents: (a) Composite scheme of arrangement approved by the boards of directors and audit committees (as applicable) of AHL and Keimed on 27^th June 2025, and Apollo Hospitals Enterprises Limited (AHEL) and AHTL on 30^th June 2025 (Composite Scheme) and (b) Share purchase agreement executed between AHL, Apollo Medicals Private Limited (AMPL) and the existing shareholders of AMPL dated 30^th June 2025, which will be binding on AHTL upon effectiveness of the Composite Scheme (AMPL SPA) [hereinafter, AHTL, AHEL, AHL and Keimed are collectively referred to as the ‘Parties’].

3. The proposed combination entails the following:

• i. Step 1: Demerger of the identified business undertaking of AHEL comprising of: (a) the omni channel pharmacy distribution business, being the business of procurement of pharmaceutical and other wellness products and wholesale distribution of such products to pharmacies (carried out by AHL); and (b) the digital healthcare platform business, comprising: (i) business of development, operation and management of the Apollo 24|7 online platform (carried out by AHL); and (ii) telehealth business of AHEL (i.e., the Identified Business Undertaking) into AHTL (Identified Business Undertaking Demerger), in accordance with the Composite Scheme. The Identified Business Undertaking includes all the equity shares held by AHEL in AHL.

  This step will involve the demerger of AHEL’s 78.88% shareholding in AHL. As consideration for the Identified Business Undertaking Demerger, the eligible shareholders of AHEL will be issued and allotted fully paid-up equity shares of AHTL. Further, as a condition precedent to the effectiveness of the Composite Scheme, shareholders of AHTL will be offered 9,95,50,000 equity shares of AHTL through a rights issue undertaken in accordance with applicable law.

• ii. Step 2: Merger and amalgamation of AHL with and into AHTL, in accordance with the Composite Scheme. As consideration for the AHL merger, the eligible shareholders of AHL will be issued and allotted fully paid-up equity shares of AHTL (AHL Merger).

• iii. Step 3: Merger and amalgamation of Keimed with and into AHTL, in accordance with the Composite Scheme. As consideration for the Keimed merger, the eligible shareholders of Keimed will be issued and allotted fully paid-up equity shares of AHTL (Keimed Merger).

• iv. Step 4: Listing of the equity shares of AHTL on the stock exchanges, subsequent to the effectiveness of the Composite Scheme; and

• v. Step 5: Post the effectiveness of the demerger and mergers described in Steps 1 to 3 above, the acquisition of the remaining 74.5% shareholding of AMPL from existing shareholders by AHTL in accordance with the applicable regulatory framework and in terms of AMPL SPA, which will be binding on AHTL upon effectiveness of the Composite Scheme. As a result of the AMPL acquisition, AMPL will become a wholly owned subsidiary of AHTL (AMPL Acquisition).

  [The Identified Business Undertaking Demerger, AHL Merger, Keimed Merger and AMPL Acquisition are collectively referred to as the ‘Proposed Combination’].

4. Rasmeli Limited (Rasmeli) holds shares in AHL (16.9% of voting rights and share capital in AHL). Pursuant to the consummation of the Composite Scheme, Rasmeli will acquire a shareholding of 12.1% in AHTL as consideration in lieu of its shareholding in AHL.

5. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Notifying Parties vide letters dated 12^th August 2025 and 28^th August 2025. The complete response to the same was received on 04^th September 2025 and certain additional submission was received on 17^th September 2025.

6. AHEL, a publicly listed company, is engaged in the business of providing the following services in India: (i) tertiary and secondary healthcare services including operating & managing hospitals and hospital based pharmacies; (ii) hospital project consultancy services, branding & operations management support services for healthcare providers; and (iii) retail healthcare services which includes operating primary healthcare clinics, birthing centres, short stay surgery centres, sugar management centres, dental & dialysis centres and diagnostic services. It does not engage in any business activities outside of India.

7. AHTL, a wholly owned subsidiary of AHEL, is stated to be a newly incorporated company and does not undertake any activities at present. Pursuant to the Proposed Combination, the Identified Business Undertaking will demerge into AHTL, and AHL and Keimed will merge into AHTL, such that AHTL will be the surviving entity.

8. AHL operates the “Apollo 24|7” platform in India which helps users/customers to book doctor appointments and diagnostic tests, and is not active in any business activities outside of India. Orders are fulfilled by AHEL and Apollo Health and Lifestyle Limited (AHLL) for doctor consultations and AHLL for diagnostic tests. Customers seeking to place pharmacy orders are redirected to the Apollo Pharmacies Limited (APL) platform. AHL also operates in the pharmacy distribution where it sources pharmaceutical, fast-moving consumer goods (FMCG), over the counter (OTC), private label products and sells these to APL.

9. AMPL, an affiliate of AHL, is engaged in the wholesale sale and distribution of: (i) pharmaceutical products; and (ii) FMCG and OTC products in India. APL and Apollo Pharma Logistic Private Limited (APPL) are wholly owned subsidiaries of AMPL. APL runs pharmacy stores on pan India basis and is engaged in the retail sale of pharmaceuticals, FMCG, OTC and private label products. APPL is engaged in providing logistics services to APL related to online order booking through the APL platform. Apollo Pharma Products Private Limited (APPPL) is a joint venture between APPL and APL that recently commenced the retail sale of beauty and wellness products. Apollo 24|7 Insurance Services Limited (AISL), a wholly-owned subsidiary of AHL, is engaged in the business of procuring, solicitation and servicing of insurance business (i.e., life, health and general insurance) in India.

10. Keimed is engaged in the business of: (i) wholesale sale and distribution of pharmaceutical products, OTC products, medical equipment, surgical products, scientific apparatus and equipment for hospitals and FMCG; (ii) through certain subsidiaries, retail sale of specialty pharmaceutical products; (iii) aggregation of sale and purchase of pharmaceutical products data for prediction, consumption and/or forecasting; and (iv) marketing and sale of pharmaceutical products, in India only.

11. Rasmeli is an entity incorporated in Cyprus with the principal activity of holding investments and has no activities or presence in India. It is indirectly held by certain entities which in turn are held by certain funds/limited partnerships, which are ultimately managed by Advent International L.P. (Advent).

12. Based on the information in the Notice, horizontal overlaps are identified between the activities of AHTL, AHEL and its group entities and affiliates and those of AHL including AMPL and Keimed including their affiliates in the retail sale of pharmaceutical products in India and retail sale of FMCG and OTC products. Accordingly, horizontal overlaps are identified in the market for (i) the retail sale of pharmaceutical products in India (Retail Pharmaceutical Market), and (ii) market for retail sale of FMCG and OTC products in India (Retail FMCG and OTC Market).

13. In addition to the above, Rasmeli (including its affiliates) and AHTL (including its affiliates) exhibit overlap in the market for (i) distribution of life insurance in India (Life Insurance Market), and (ii) distribution of health insurance in India (Health Insurance Market).

14. Based on information in the Notice, certain vertical linkages, arising from the Identified Business Undertaking Demerger, AHL Merger, Keimed Merger and AMPL Acquisition, wherein activities of AHTL including AHEL and its affiliates on one hand and AHL, AMPL and Keimed including its affiliates on the other hand are identified. AHTL including AHEL and its affiliates are engaged in the provision of healthcare services, retail sale of pharmaceutical products and retail sale of FMCG and OTC products, whereas AHL, AMPL and Keimed including its affiliates are engaged in wholesale sale and distribution of pharmaceutical products, wholesale sale and distribution of FMCG and OTC products, and marketing, manufacturing and sale of pharmaceutical products. Accordingly, the following vertical relationships are identified: (a) Vertical Relationship I: market for wholesale sale and distribution of pharmaceutical products (Upstream Relevant Market 1) and market for provision of healthcare services (Downstream Relevant Market 1); (b) Vertical Relationship II: market for wholesale sale and distribution of pharmaceutical products (Upstream Relevant Market 2) and market for retail sale of pharmaceutical products (Downstream Relevant Market 2); (c) Vertical Relationship III: market for wholesale sale and distribution of FMCG and OTC products (Upstream Relevant Market 3) and market for retail sale of FMCG and OTC products (Downstream Relevant Market 3); (d) Vertical Relationship IV: market for marketing, manufacturing and sale of pharmaceutical products (Upstream Relevant Market 4) and market for provision of healthcare services (Downstream Relevant Market 4) and (e) Vertical Relationship V: market for marketing, manufacturing and sale of pharmaceutical products (Upstream Relevant Market 5) and market for retail sale and distribution of pharmaceutical products (Downstream Relevant Market 5).

15. Further, in addition to the above, vertical linkages have been identified between activities of Rasmeli and its group entities and affiliates on one hand and AHTL, AHL, Keimed including their affiliates and AHEL’s demerged Identified Business Undertaking, on the other hand. Rasmeli and its group entities and affiliate are engaged in manufacture and sale of beauty and personal care products and provision of Contract Development and Manufacturing Organization/Contract Manufacturing Organization (CDMO/CMO) services. AHTL, AHL, Keimed including their affiliates and AHEL’s demerged Identified Business Undertaking are engaged in wholesale sale and distribution as well as retail sale of FMCG and OTC products, and marketing, manufacturing and sale of pharmaceutical products.

16. Accordingly, the following vertical linkages have been identified: (a) Vertical Relationship VI: market for manufacture and sale of beauty and personal care products (Upstream Relevant Market 6) and market for wholesale sale and distribution of FMCG and OTC products (Downstream Relevant Market 6); (b) Vertical Relationship VII: market for manufacture and sale of beauty and personal care products (Upstream Relevant Market 7) and market for retail sale of FMCG and OTC products (Downstream Relevant Market 7) and (c) Vertical Relationship VIII: market for Provision of CDMO/CMO services (Upstream Relevant Market 8) and market for marketing, manufacturing and sale of pharmaceutical products (Downstream Relevant Market 8) [Upstream and Downstream Relevant Markets 1 to 8 are collectively referred to as ‘Vertical Relevant Markets’].

17. The Commission decided to leave precise delineation of the relevant market open, as it is observed that because of the reasons stated below, the Proposed Combination is not likely to result in appreciable adverse effect on competition (AAEC) irrespective of the manner in which the relevant market(s) are delineated.

18. The Commission noted the market share of Parties in each of the horizontally overlapping segments, viz. Pharmaceutical, FMCG, Life Insurance and Health Insurance and observed that the combined market shares are in the range of [0-5] % in these segments. Further, each of the horizontally overlapping segments are characterised by presence of several credible players. Considering the same, the Proposed Combination is not likely to raise concerns of AAEC.

19. With regard to the vertical linkages, the Commission observed that the market share of the Parties (relevant entity) in each of the upstream and downstream market(s) are in the range of [0-5] % and there are other players posing competitive constraints in each of these markets. Thus, given the presence of Parties in totality, the vertical linkages resulting from the Proposed Combination are not likely to confer any ability/incentive to them to engage in competition foreclosure strategies.

20. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

21. This order may stand revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

22. The information provided by Notifying Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

23. The Secretary is directed to communicate to the Notifying Parties accordingly.