Enter the first few characters of Company and click 'Go'

Directors Report of Apollo Hospitals Enterprise Ltd.

Mar 31, 2023

Your Directors are pleased to present the FORTY SECOND ANNUAL REPORT and the audited financial statements for the financial year ended 31st March 2023.

Financial Results

('' in Millions except Per Share data)
Particulars	Standalone		Consolidated
Particulars	Year ended 31st March 2023	Year ended 31st March 2022	Year ended 31st March 2023	Year ended 31st March 2022
Income from Operations	65,248	60,983	166,125	146,626
Profit before Exceptional Items and Tax after share of profits / (loss) in Joint Ventures & Associates	12,275	8,590	11,005	12,913
Exceptional Items	-	(67)	-	2,941
Profit after Exceptional Items before Tax after share of profits / (loss) in Joint Ventures & Associates	12,275	8523	11,005	15,854
Provision for Tax	1,427	2,798	2,562	4,770
Profit for the Period from continuing operations	10,848	5,725	8,443	11,084
Profit for the Period from discontinued operations	-	1,425	-	-
Tax expense of discontinued operations	-	498	-	-
Profit for the period from discontinued operations	-	927	-	-
Profit for the Period	10,848	6,652	8,443	11,084
Earnings Per Share ('' )	75.45	46.25	56.97	73.42

Results of Operations

During the year under review, the income from operations of the Company grew by 7% to '' 65,248 million in FY 23 compared to ''60,983 million in the previous year. The profit after tax for the year increased by 63% to '' 10,848 million compared to '' 6,652 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased by 13% to '' 166,125 million compared to '' 146,626 million in the previous year. Net profit after minority interest for the group declined by 24% to '' 8,443 million compared to '' 11,084 million in the previous year.

Consolidated Financial Statements

I n accordance with Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 -Investment in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

I n terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

I n accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Company''s website: www.apollohospitals.com. The documents will also be available for inspection during business hours at the registered office of the Company.

Material Changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. There has been no change in the nature of business of the Company.

Dividend

During the year, your Company declared an interim dividend of '' 6/- (120%) per equity share of face value of '' 5/- each amounting to '' 862.71 million and the said dividend was paid to the shareholders on 10th March 2023 whose names appeared in the register of members as on 24th February 2023, being the record date fixed for this purpose.

Your Directors are pleased to recommend a Final Dividend of '' 9/- (180%) per equity share of face value of '' 5/- each for the year ended 31st March, 2023.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on Wednesday, 30th August 2023 will be paid on or from 9th September 2023 to the Members whose names appear in the Register of Members, as on 19th August 2023, being the record date fixed for this purpose. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The total dividend for the financial year, including the proposed Final Dividend amounts to '' 15/- per equity share and will aggregate to a sum of '' 2,156.77 million (300% on the face value of '' 5/- per equity share).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

Dividend Distribution policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company had formulated a Dividend Distribution Policy (''the Policy''). The Policy is available on the Company''s website https://www.apollohospitals.com/apollo_pdf/dividend-distribution-policy.pdf

Transfer to reserves

The Company does not propose to transfer any amount to general reserve on declaration of dividend. The Board of Directors has decided to retain the entire amount of profits for FY 2022-2023 in the distributable retained earnings.

Subsidiaries, Associate Companies and Joint Ventures

At the beginning of the year, your Company had eighteen direct subsidiaries, twelve step down subsidiaries, two joint ventures and three associate companies As on March 31, 2023 your Company had twenty direct subsidiaries, fourteen step down subsidiaries, two joint ventures and three associate companies.

The statement containing the summarized financial position of the subsidiary companies viz., A.B. Medical Centres Limited (ABMCL), Samudra Health Care Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Hospitals Singapore Pte Limited (AHSPL), Apollo Health and Lifestyle Limited (AHLL), Total Health (TH), Imperial Hospital and Research Centre Limited (IHRCL), Apollo Multispeciality Hospitals Limited (AMSHL), Apollo Home Healthcare Limited (AHHL), Apollo Nellore Hospital Limited (ANHL), Sapien BioSciences Private Limited (SBPL), Apollo Rajshree Hospitals Private Limited (ARHPL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Hospitals International Limited (AHIL), Future Parking Private Limited (FPPL), Apollo Medics International Lifesciences Limited (MEDICS), Apollo Healthco Limited (AHCL), Apollo Hospitals North Limited (AHNL) and Kerala First Health Services Private Limited (KHSPL), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Private Limited (ASHPL), Alliance Dental Care Limited (ADCL), Apollo Dialysis Private Limited (ADPL), Apollo CVHF Limited (CVHF), Apollo Bangalore Cradle Limited (ABCL), Kshema Healthcare Private Limited (KHPL), AHLL Diagnostics Limited (ADL), AHLL Risk Management Private Limited (ARMPL), Surya Fertility Centre Private Limited (SFC), Apollo Cradle and Children Hospital Private Limited (ACCHPL), Asclepius Hospitals & Healthcare Private Limited (ACHPL), Baalayam Healthcare Private Limited (BHPL) and Sobhagya Hospital and Research Centre Private Limited (SHRCPL) pursuant to Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report.

1. A.B. Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2023, ABMCL recorded an income of '' 7.78 million and a net loss of '' 35.18 million.

2. samudra Health Care Enterprises limited (sHEL)

SHEL, a wholly owned subsidiary of the Company, runs a 120 beds multi speciality hospital at Kakinada. For the year ended 31st March, 2023, SHEL recorded an income of '' 475.75 million and a net profit of '' 63.63 million.

3. ApoIIo health and lifestyle limited (AHLL)

AHLL, a 68.84% subsidiary of the Company engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and 24-hour pharmacy all under one roof. For the year ended 31st March, 2023, AHLL recorded an income of '' 5,423.90 million and a net loss of '' 361.10 million.

4. Total health (TH)

TH, a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, which is engaged in carrying on CSR activities in the field of community/rural development.

5. Apollo hospital (uK) limited (AHuKL)

AHUKL, a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

6. Apollo Hospitals singapore pte limited (AHspL)

AHSPL, a wholly owned subsidiary of the Company and has not yet commenced its operations.

7. Apollo Multispeciality Hospitals Limited (AMSHL)

AMSHL, a wholly owned subsidiary of the Company which owns a 750 bed multi speciality hospital in Kolkata. For the year ended 31st March 2023, AMSHL recorded a income of '' 10,050.47 million and a net profit of '' 1,059.92 million.

8. Apollo Healthco Limited (AHCL)

AHCL, a wholly owned subsidiary of the Company, which is engaged in the business of pharmacy distribution and providing healthcare services through digital platforms. For the year ended 31st March 2023, AHCL recorded an income of '' 67,044.74 million and net loss of '' 2,535.01 million

9. ApoIIo hospitals North limited (AHNL)

AHNL, a wholly owned subsidiary of the Company, has acquired the assets of a hospital property which is under construction at Gurugram and it proposes to establish a 650 bed multi speciality hospital. For the year ended 31st March, 2023, AHNL recorded an net loss of '' 114.64 million.

10. Imperial Hospital and Research Centre limited (IHRd)

IHRCL, a 90% subsidiary of the company which owns a 290 beds multi-specialty hospital at Bengaluru. For the year ended 31st March, 2023, IHRCL recorded an income of '' 3,687.93 million and a net profit of '' 477.53 million.

11 Apollo Home Healthcare limited (AHHL)

AHHL, a 89.69% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded an income of '' 643.38 million and a net loss of '' 85.12 million for the year ended 31st March 2023.

12. Apollo nellore Hospital limited (ANHL)

ANHL, a 80.87% subsidiary of the Company has leased out its land at Nellore to the Company. ANHL recorded an income of '' 8.17 million and a net profit of '' 6.69 million for the year ended 31st March 2023.

13. sapien Biosciences private limited (sBpL)

SBPL, a 70% subsidiary of the Company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2023, SBPL recorded an income of '' 61.94 million and a net profit of '' 18.56 million.

14. Apollo Rajshree Hospitals private limited (ARHpL)

ARHPL, a 54.63% subsidiary of the Company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2023, ARHPL recorded an income of '' 1,081.55 million and a net profit of '' 36.60 million.

15. Apollo lavasa Health Corporation limited (ALHCL)

ALHCL, a 51% subsidiary of the Company, runs a hospital at Lavasa. For the year ended 31st March, 2023, ALHCL recorded a income of '' 2.05 million net loss of '' 16.12 million.

16 Assam Hospitals limited (AHL)

AHL, a 69.88% subsidiary of the Company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2023, AHL recorded an income of '' 1,733.25 million and a net profit of '' 181.68 million.

17. Apollo Hospitals International Limited (AHIL)

AHIL, a 50% subsidiary of the Company, runs a multi speciality hospital at Ahmedabad. For the year ended 31st March, 2023, AHIL recorded an income of '' 2,222.80 million and a net profit of '' 234.22 million

18. Future Parking Private Limited (FPPL)

FPPL, a subsidiary of the Company, has been promoted for the development of a Multi level Car parking facility at Wallace Garden, Nungambakkam, Chennai. FPPL recorded an income of '' 38.81 million and a net loss of '' 32.35 million

19. ApoIIo Medics international lifesciences limited (MEDICs)

MEDICS, a 51% subsidiary of the Company which owns a 330 beds multi-specialty hospital at Lucknow. For the year ended 31st March, 2023, Medics recorded an income of '' 3,251.11 million and a net profit of '' 386.54 million

20. Kerala First health Services private limited (KFHpL)

KFHPL, a 60% subsidiary of the Company, is engaged in the business of running a chain of in-patient Ayurveda hospitals with 8 centres across India. For the year ended 31st March, 2023, KFHPL recorded an income of '' 96.71 million and a net loss of '' 15.59 million

21. ApoIIo Speciality hospitals private limited (ASHpL)

ASHPL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running daycare surgery centres. For the year ended 31st March, 2023, ASHPL recorded an income of '' 5,056.70 million and a net loss of '' 218.89 million.

22. Apollo Sugar Clinics limited (ASd)

ASCL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2023, ASCL recorded an income of '' 310.10 million and a net profit of '' 54.30 million.

23. Alliance Dental Care limited (ADd)

ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental care centres and recorded an income of '' 414.60 million and a net profit of '' 11.90 million for the year ended 31st March 2023.

24. Apollo Dialysis private limited (ADpL)

ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centers. For the year ended 31st March 2023, ADPL recorded a revenue of '' 794.40 million and a net profit of '' 44.30 million.

25. AHLL Diagnostics limited (ADL)

ADL, a subsidiary of Apollo Health and Lifestyle Limited had recorded a net loss of '' 0.10 million.

26. AHLL Risk Management private limited (ARML)

ARML, a subsidiary of Apollo Health and Lifestyle Limited had recorded a net loss of '' 3.30 million.

27. Apollo CVHF limited (CVHF)

CVHF, a subsidiary of Apollo Hospitals International Limited is in the business of providing cardiac healthcare services. For the year ended 31st March, 2023, CVHF recorded an income of '' 271.22 million and a net loss of '' 48.38 million.

28. Apollo Bangalore Cradle Limited (ABCL)

ABCL, a subsidiary of Apollo Speciality Hospitals Private Limited, is engaged in the business of running cradle centres. For the year ended 31st March, 2023, ABCL recorded an income of '' 562.50 million and a net profit of '' 69.70 million

29. Kshema Healthcare Private Limited (KHPL)

KHPL, a subsidiary of Apollo Speciality Hospitals Private Limited is yet to commence its operations

30. surya Fertility Centre private limited (sFC)

SFC, a subsidiary of Apollo Speciality Hospitals Private Limited is engaged in the business of running cradle and fertility centres. For the year ended 31st March, 2023, SFC recorded an income of '' 41.70 million and a net loss of '' 2.0 million

31. ApoIIo Cradle and Children hospital private limited (ACCHpL)

ACCHPL, a subsidiary of Apollo Speciality Hospitals Private Limited is engaged in the business of providing maternity and infant care services through various cradle hospitals. For the year ended 31st March, 2023, ACCHPL recorded an income of '' 23.50 million and a net profit of '' 0.60 million

32. Asclepius hospitals & healthcare private limited (ACHpL)

ACHPL, a subsidiary of Assam Hospitals Limited owns a 200 bedded hospital in Assam. For the year ended 31st March, 2023, ACHPL recorded an income of '' 947.61 million and a net profit of '' 67.75 million

33. sobhagya hospital and Research Centre private limited (sHRCpL)

SHRCPL, a subsidiary of Apollo Rajshree Hospitals Pvt Limited, owns a 150 bed hospital in Indore. For the year ended 31st March, 2023, SHRCPL recorded an income of '' 8.89 million and a net loss of '' 3.21 million.

34. Baalayam Healthcare private limited (BHpL)

BHPL, a subsidiary of Kerala First Health Services Private Limited has not yet commenced its operations.

Material subsidiary

In terms of the Company''s Policy on determining "Material Subsidiary", during the financial year ended March 31,2023, Apollo Healthco Limited was determined as a Material Subsidiary whose income exceeds 10% of the consolidated income of the Company in the immediately preceding financial year.

Further details on the subsidiary monitoring framework have been provided as part of the Corporate Governance report.

InvestmentsKerala First Health services private Limited

During the year, the Company acquired a 60% equity stake in Kerala First Health Services Private Limited (KFHSL), which offers quality systems driven Ayurveda medical care services under the "AyurVAID Hospitals" brand, through a combination of primary and secondary equity investments for a consideration of '' 264 million. Consequently, KFHSL became a subsidiary of the Company.

Apollo Hospitals North Limited

During the year, the Company invested an amount of '' 2,750 million in the equity capital of Apollo Hospitals North Limited and also provided an unsecured loan amount of '' 2,157 million which was utilized for acquiring the assets of a hospital which is under commissioning at Gurugram, Haryana.

Apollo Health and Lifestyle Limited

During the year, the Company invested an amount of '' 350 million in the equity capital of Apollo Health and Lifestyle Limited by way of subscription of 2.63 million equity shares of face value of '' 10/- each at a price of '' 133/- per share (including premium of '' 123/-per share) on a rights basis.

Apollo Rajshree Hospitals Private Limited

During the year, the Company invested an amount of '' 55 million in the equity capital of Apollo Rajshree Hospitals Private Limited, by way of subscription of 910,449 million equity shares of face value of '' 10/- each at a price of '' 60/- per share (including premium of '' 50/- per share) on a rights basis

Apollo Healthco Limited

During the year, the Company invested an amount of '' 100 million in the equity capital of Apollo Healthco Limited and also provided an unsecured loan amount of '' 750 million for its business activities.

Assam Hospitals Limited

During the year, the Company invested an amount of '' 49 million in the equity capital of Assam Hospitals Limited, by way of acquisition of 268,000 equity shares of face value of '' 10/- each from the existing Shareholders.

stemcyte India Therapeutics Private Limited

During the year, the Company invested an amount of '' 1 million in the equity capital of Stemcyte India Therapeutics Private Limited, by way of acquisition of 129,902 equity shares of face value of '' 1/- each from the existing Shareholders.

Apollo Hospitals Singapore Pte Limited

During the year, the Company invested an amount of '' 37 million in the equity capital of Apollo Hospitals Singapore Pte Limited, by way of subscription of 600,000 equity shares of face value of SGD 1/- each.

Augnito India Private Limited

During the year, the Company invested an amount of '' 100 million in the capital of Augnito India Private Limited, by way of subscription of 100,000 Compulsorily Convertible Preference Shares of face value of '' 1,000/- each.

Compliance with FEMA Regulations

During the year, your Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with the FEMA regulations with respect to the downstream investments made including in Subsidiary Companies.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report as Annexure C. The requisite certificate from M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance as Annexure D.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report.

Business Responsibility and sustainability Report

As stipulated under the SEBI Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

sexual Harassment

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the work place. During the year, 6 complaints were received under the policy and all of them were disposed off.

Vigil Mechanism/Whistle Blower policy

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, the details of which are given in the Corporate Governance Report. The policy on Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Company website https://www.apollohospitals.com/apollo_pdf/Whistle-Blower-Policy.pdf

particulars of Loans, guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

During the year, your company did not accept any deposits or renew existing deposits from the public. The total outstanding deposits with the Company as on 31st March 2023 were '' 0.84 million ('' 1.13 million as on 31st March 2022) which were not claimed by the depositors.

Directors and other Key Managerial personnel (KMps)

Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive Directors and six Independent Directors as on 31st March 2023. Independent directors are appointed for a term of five years and are not liable to retire by rotation.

All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI Listing Regulations.

Lead Independent Director

Shri MBN Rao, Independent Director and Chairman of the Audit Committee has been appointed as the Lead Independent Director with effect from May 25, 2022. The roles and responsibilities of the Lead Independent Director are provided in the Corporate Governance Report forming part of this Annual Report.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Sangita Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Based on the outcome of the performance evaluation process and the recommendation of the nomination and remuneration committee, the Board recommends her reappointment. The notice convening the AGM, to be held on 30th August 2023, sets out the relevant details.

Re-appointment of Independent Directors

Pursuant to the provisions of the Companies Act, 2013 ("Act"), the shareholders at the 38th AGM of the Company held on 27th September 2019 appointed

(i) Dr. Murali Doraiswamy as an Independent Director to hold office for five consecutive years for a term up to 26th September 2023.

(ii) Shri. MBN Rao as an Independent Director to hold office for five consecutive years for a term up to 8th February 2024.

(iii) Smt. V. Kavitha Dutt as an Independent Director to hold office for five consecutive years for a term up to 8th February 2024.

The above said Independent Directors are eligible for reappointment for a second term of five consecutive years.

Pursuant to the provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the Members through Special Resolutions at the AGM of the Company, the re-appointment of Dr. Murali Doraiswamy, Shri MBN Rao and Smt. V. Kavitha Dutt as Independent Directors for a second term of five consecutive years. The notice convening the AGM, to be held on 30th August 2023, sets out the relevant details respectively.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri. S.M. Krishnan, Sr. Vice President-Finance & Company Secretary. There has been no change in the Key Managerial Personnel during the year.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination & Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

The Board met seven times during the financial year, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Risk Management

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated to mitigate the risks. The Committee on a timely basis informed the members of the Board of Directors about risk assessment and minimization procedures and in the opinion of the Committee there was no risk that may threaten the existence of the Company. The details of the Risk Management Committee are included in the Corporate Governance Report.

Internal Financial Controls and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations

The Board of Directors have laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

significant and Material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors'' Responsibility statement

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. that in the preparation of the annual financial statements for the year ended March 31, 2023 the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. f hat proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. fhat systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Share Capital

The paid-up Equity Share Capital as on March 31, 2023 was '' 718.93 million.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2023, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Board''s Report and none of the directors hold convertible instruments of the Company.

Debentures

During the year, the Company has issued and allotted 1,050 unsecured, redeemable non-convertible debentures of the face value of '' 1 million each with a coupon rate of 7.70% aggregating to '' 1050 million to Institutional Investors on a private placement basis . The debentures are redeemable on 12th January 2024 and have been listed and admitted to dealing on the wholesale debt market segment of NSE Limited w.e.f. 16th December 2022.

Credit Rating

CRISIL has given the credit rating of CRISIL AA /Stable for Company''s long term bank credit facilities and CRISIL A1 for short term (working capital) facilities.

The Companyâs debt instruments were also assigned a rating of IND AA by India Ratings and Research (Ind-RA) (a Fitch Group Company) indicating a stable outlook

The details of the Credit Ratings are available on the website www.apollohospitals.com

Contracts and Arrangements with Related Parties

As per the SEBI Listing Regulations, if any Related Party Transactions (''RPT'') exceeds a value of '' 10.00 billion or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, the same would be considered as material and would require Membersâ approval.

In this regard, during the year under review, the Company has taken necessary approvals. However, there were no material transactions of the Company with any of its related parties as per the applicable regulations. Therefore, disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2022-23.

The details of RPTs during the financial year, including transactions with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the financial year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website https://www.apollohospitals.com/apollo_pdf/RPT_Policy_2022.pdf

particulars of Employees and Remuneration

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure F.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Employee Stock Options

No Employee Stock Options have been granted to the employees of the Company and thus no disclosure is required.

Corporate Social Responsibility Initiatives

These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2022-2023 is annexed herewith as Annexure A.

Statutory Auditors

The Members at the Annual General Meeting held on 25th August 2022 had approved the re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as statutory auditors for the second and final term of five consecutive years, to hold office from the conclusion of the 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting to be held in the year 2027.

The Report given by Statutory Auditors on the financial statement of the Company for the year 2023 is part of the Annual Report. The Notes on the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31, 2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s. A.N. Raman & Associates, Cost Accountants, Chennai (FRN 102111) to audit the cost accounts of the Company for the financial year 2022-2023 on a remuneration of '' 1.50 million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s. A.N. Raman & Associates, Cost Accountants, Chennai (FRN102111) for the financial year 2023-24 is included at Item No. 9 of the Notice convening the Annual General Meeting.

The Company has maintained cost records in accordance with the provisions of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 in respect of healthcare services.

Secretarial Auditors

The Board had appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report for the financial year ended March 31,2023 is annexed herewith as Annexure B. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company''s unlisted subsidiary, Apollo HealthCo Limited (AHCL) had also undergone Secretarial Audit in terms of Regulation 24A of the Listing Regulations and Circulars/Guidelines issued thereunder. The Secretarial Audit Report of AHCL for the financial year ended March 31,2023 is annexed herewith as Annexure B1. The Secretarial Audit Report also does not contain any qualification, reservation, adverse remark.

Statutory Auditors and Secretarial Auditors Report

The Directors hereby confirm that there is no qualification, reservation or adverse remark made by the statutory auditors of the company or in the secretarial audit report by the practicing company secretary for the year ended 31st March, 2023.

Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

Other Disclosures

a) During the year, the Company had complied with the applicable, Secretarial Standards relating to "Meetings of the Board of Directors" and "General Meetings" during the year.

b) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

c) There were no instances where your Company required the valuation for one time settlement or while taking loans from the Banks or Financial Institutions.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

Information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure G.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.apollohospitals.com/ investor.relations.

acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : August 3, 2023 Executive Chairman

DIN: 00003654

Mar 31, 2022

Your Directors are pleased to present the FORTY FIRST ANNUAL REPORT and the audited financial statements for the year ended 31st March 2022.

Financial Results

(''in million)
	Standalone		Consolidated
Particulars	Year ended 31st March 2022	Year ended 31st March 2021	Year ended 31st March 2022	Year ended 31st March 2021
Income from Operations	60,983	46,539	146,626	105,600
Profit before Exceptional Items and Tax after share of profits in Joint Ventures & Associates	8,590	(313)	12,913	1,609
Exceptional Items	(67)	(91)	2,941	606
Profit after Exceptional Items before Tax after share of profits in Joint Ventures & Associates	8,523	(404)	15,854	2,215
Provision for Tax	2,798	(140)	4,770	847
Profit for the Period from continuing operations	5,725	(264)	11,084	1,368
Profit before Tax from discontinued operations	1,425	2,171	-	-
Tax expense of discontinued operations	498	857	-	-
Profit for the Period from discontinued operations	927	1,314	-	-
Profit for the Period	6,652	1,050	11,084	1,368
Earnings Per Share ''	46.25	7.51	73.42	10.74

Transfer of Business Undertaking

Based on a review of the long term strategy for the Pharmacy Distribution business and the online digital healthcare platform Apollo 24x7, the Board at its meeting held on 23rd June 2021, approved the proposal for going ahead with the transfer of the business undertaking comprising of the Pharmacy Distribution business and Apollo 24x7 online digital healthcare platform on a slump sale basis to a wholly owned subsidiary company, Apollo HealthCo Limited for a net consideration of ''12,100 million (Rupees Twelve Thousand One Hundred Million Only) which is in excess of the networth of the Business Undertaking transferred to Apollo HealthCo Limited.

This move is expected to result in the following benefits:

1. Facilitate creation of India''s largest omni - channel digital healthcare delivery platform and thereby enable huge funneling potential for healthcare consumers into the Apollo ecosystem

2. Enable the process of combining the strength of the Apollo Hospitals Group''s offline healthcare leadership with new age digital offerings to address all healthcare consumer needs

3. An asset light approach (through digital offerings) would be followed to fuel growth and achieve the objective of getting 100 million targeted registered users on the Apollo 24x7 digital platform in the next 5 years

4. An appropriate platform would be created for attracting a new pool of investor capital and to enable rapid scale up of the business,

The transfer would include the Company''s investment in the pharmacy retail business apart from all related assets and liabilities.

The Company had obtained members approval on 14th August 2021 and also obtained approval from lenders and other statutory authorities.

The Business Transfer agreement was entered into between the Company and Apollo HealthCo Limited and the transfer of the business undertaking to Apollo HealthCo Limited was completed on 16th March 2022.

Consequently the Pharmacy Distribution has been classified as discontinued operations and the prior period figures have been restated accordingly.

Consequent to the above re-organisation, the Company is engaged only in healthcare business and therefore has only one reportable segment as at March 31, 2022. On account of the said change in the composition of reportable segments, the corresponding information of standalone financials relatiing to earlier periods/year have been restated as prescribed by IND AS 108.

The Standalone financials for the year ended March 31, 2022 are not comparable with the financials for the year ended March 31, 2021 which included the front end retail pharmacy business, included in the standalone pharmacy segment, until its effective date of transfer i.e 1st September 2020.

Results of Operations

During the year under review, the income from operations of the Company grew by 31% to ''60,983million in FY 22 compared to '' 46,539 million in the previous year. The profit after tax for the year increased by 534% to ''6,652 million compared to ''1,050 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased by 39% to ''146,626 million compared to ''105,600 million. Net profit after minority interest for the group improved by 710% to ''11,084 million compared to ''1,368 million in the previous year.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 -Investment in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Company''s website: www.apollohospitals.com. The documents will also be available for inspection during business hours at the registered office of the Company.

Material Changes affecting the Company

Scheme of Amalgamation

The Company had received approval from the Regional Director, Ministry of Corporate Affairs on June 28, 2021 for the Scheme of Amalgamation with the following wholly owned subsidiary companies:

a. Apollo Home Healthcare (India) Limited (AHHCL) and

b. Western Hospitals Corporation Private Limited (WHCPL)

The Appointed Date for the scheme was 1st April 2020 and the entire assets and liabilities of AHHCL and WHCPL have been transferred to and recorded by the Company at the respective book values. The entire share capital of AHHCL and WHCPL held by the Company, stood cancelled without any further act or deed and no consideration was issued upon the amalgamation coming into effect.

Dividend

The Board of Directors have recommended a dividend of ''11.75 per equity share (235% on face value of ''5/-per share) on the paid-up equity share capital of the company for the financial year ended 31st March 2022 amounting to ''1,689 million which if approved, at the forthcoming Annual General Meeting on 25th August 2022, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 19th August 2022. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from Saturday, 20th August 2022 to Thursday, 25th August 2022 (both days inclusive).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The Board approved and adopted a dividend distribution policy at its meeting held on 30th May 2017 which is annexed herewith as Annexure - I to this report and also posted on the Company''s website: www.apollohospitals.com.

Subsidiaries, Associate Companies and Joint Ventures

At the beginning of the year, your Company had eighteen direct subsidiaries, ten step down subsidiaries, four joint ventures and three associate companies. As on 31st March 2022, your Company had eighteen direct subsidiaries, twelve step down subsidiaries, two joint ventures and three associate companies.

The statement containing the summarized financial position of the subsidiary companies viz., A.B. Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Hospitals Singapore Pte Limited (AHSPL), Apollo Health and Lifestyle Limited (AHLL), Total Health (TH), Imperial Hospital and Research Centre Limited (IHRCL), Apollo Multispeciality Hospitals Limited (AMSHL), Apollo Home Healthcare Limited (AHHL), Apollo Nellore Hospital Limited (ANHL), Sapien BioSciences Pvt Limited (SBPL), Apollo Rajshree Hospitals Pvt Limited (ARHPL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Hospitals International Limited (AHIL), Future Parking Pvt Limited (FPPL), Apollo Medics International Lifesciences Limited (MEDICS), Apollo HealthCo Limited (AHCL), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Pvt Limited (ASHPL), Alliance Dental Care Limited (ADCL), Apollo Dialysis Pvt Limited (ADPL), Apollo CVHF Limited (CVHF), Apollo Bangalore Cradle Limited (ABCL), Kshema Healthcare Pvt Limited (KHPL), AHLL Diagnostics Limited (ADL), AHLL Risk Management Pvt Limited (ARMPL), Surya Fertility Centre Private Limited (SFC), Asclepius Hospitals & Healthcare Pvt Limited (ACHL) and Apollo Hospitals North Limited (AHNL) pursuant to Section 129 read with Rules 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report.

1. A.B. Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2022, ABMCL recorded an income of ''8.12 million and a net profit of '' 6.42 million.

2. Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bedded multi speciality hospital at Kakinada. For the year ended 31st March, 2022, SHEL recorded an income of ''504.03 million and a net profit of ''72.09 million.

3. Apollo Health and Lifestyle Limited (AHLL)

AHLL, is a 68.20% subsidiary of the Company engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and 24-hour pharmacy all under one roof. For the year ended 31st March, 2022, AHLL recorded an income of ''7,198.20 million and a net profit of ''610.10 million.

4. Total Health (TH)

TH, is a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, which is engaged in carrying on CSR activities in the field of community/rural development.

5. Apollo Hospital (UK) Limited (AHUKL)

AHUKL, is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

6. Apollo Hospitals Singapore Pte Limited (AHSPL)

AHSPL, is a wholly owned subsidiary of the Company and has not yet commenced its operations.

7. Apollo Multispeciality Hospitals Limited (AMSHL)

AMSHL, is a wholly owned subsidiary of the Company which owns a 750 bed multi speciality hospital in Kolkata. For the year ended 31st March 2022, AMSHL recorded an income of ''8,352.85 million and a net profit of ''513.61 million.

8. Apollo HealthCo Limited (AHCL)

AHCL, is wholly owned subsidiary of the Company, which is engaged in the business of pharmacy distribution and providing healthcare services through online technology platforms. For the year ended 31st March 2022, AHCL recorded an income of ''2,295.92 million and net loss of ''4.22 million.

9. Imperial Hospital and Research Centre Limited (IHRCL)

I HRCL, is a 90% subsidiary of the company which owns a 290 beded multi-specialty hospital at Bengaluru. For the year ended 31st March, 2022, IHRCL recorded an income of ''3,135.81 million and a net profit of ''304.30 million.

10. Apollo Home Healthcare Limited (AHHL)

AHHL, a 89.69% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded an income of ''854.47 million and a net profit of ''82.66 million.

11. Apollo Nellore Hospital Limited (ANHL)

ANHL a 80.87% subsidiary of the Company has leased out its land at Nellore to the Company. ANHL recorded an income of ''8.17 million and a net profit of ''6.38 million.

12. Sapien Biosciences Private Limited (SBPL)

SBPL, is a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2022, SBPL recorded an income of '' 25.36 million and a net loss of ''1.21 million.

13. Apollo Rajshree Hospitals Private Limited (ARHPL)

ARHPL, a 54.63% subsidiary of the company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2022, ARHPL recorded an income of ''987.6 million and a net profit of ''77.80 million.

14. Apollo Lavasa Health Corporation Limited (ALHCL)

ALHCL, a 51% subsidiary of the company, runs a hospital at Lavasa. For the year ended 31st March, 2022, ALHCL recorded a net loss of ''26.89 million.

15. Assam Hospitals Limited (AHL)

AHL, a 66.70% subsidiary of the company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2022, AHL recorded an income of ''1,735.94 million and a net profit of ''181.19 million.

16. Apollo Hospitals International Limited (AHIL)

AHIL, a 50% subsidiary of the company, runs a multi speciality hospital at Ahmedabad. For the year ended 31st March, 2022, AHIL recorded an income of ''2,082.79 million and a net profit of ''167.26 million

17. Future Parking Private Limited (FPPL)

FPPL, a subsidiary of the company, has been promoted for the development of a Multi level Car parking facility at Wallace Garden, Nungambakkam, Chennai. FPPL recorded an income of ''50.38 million and a net loss of ''20.98 million

18. Apollo Medics International Lifesciences Limited (MEDICS)

MEDICS, is a 51% subsidiary of the company which owns a 330 bedded multi-specialty hospital at Lucknow. For the year ended 31st March, 2022, Medics recorded an income of ''2,765.69 million and a net profit of '' 339.66 million

19. Apollo Speciality Hospitals Private Limited (ASHPL)

ASHPL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running daycare surgery centres. For the year ended 31st March, 2022, ASHPL recorded an income of ''4,807 million and a net loss of ''302.8 million.

20. Apollo Sugar Clinics Limited (ASCL)

ASCL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2022, ASCL recorded an income of ''241.5 million and a net profit of ''23.5 million.

21. Alliance Dental Care Limited (ADCL)

ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental care centres and recorded an income of ''281.75 million and a net loss of ''3.1 million for the year ended 31st March 2022.

22. Apollo Dialysis Private Limited (ADPL)

ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centers. For the year ended 31st March 2022, ADPL recorded a revenue of ''563.16 million and a net profit of ''19.10 million.

23. AHLL Diagnostics Limited (ADL)

ADL, a subsidiary of Apollo Health and Lifestyle Limited is yet to commence its operations.

24. AHLL Risk Management Private Limited (ARML)

ARML, a subsidiary of Apollo Health and Lifestyle Limited had recorded an income of ''0.07 million and a net loss of ''3.15 million.

25. Apollo CVHF Limited (CVHF)

CVHF, a subsidiary of Apollo Hospitals International Limited is in the business of providing healthcare services. For the year ended 31st March, 2022, CVHF recorded an income of ''299.14 million and a net loss of ''2.48 million.

26. Apollo Bangalore Cradle Limited (ABCL)

ABCL, a subsidiary of Apollo Speciality Hospitals Private Limited, is engaged in the business of running cradle centres. For the year ended 31st March, 2022, ABCL recorded an income of ''533.1 million and a net profit of ''65 million

27. Kshema Healthcare Private Limited (KHPL)

KHPL, a subsidiary of Apollo Speciality Hospitals Private Limited is yet to commence its operations

28. Surya Fertility Centre Private Limited (SFC)

SFC, a subsidiary of Apollo Speciality Hospitals Private Limited is engaged in the business of running cradle and fertility centres. For the year ended 31st March, 2022, SFC recorded an income of ''39.9 million and a net profit of ''0.86 million

29. Asclepius Hospitals & Healthcare Pvt Limited (ACHL)

ACHL, a subsidiary of Assam Hospitals Limited owns a 200 bedded hospital in Guwahati, Assam. For the year ended 31st March, 2022, ACHL recorded an income of ''941.86 million and a net loss of ''194.56 million

30. Apollo Hospitals North Limited (AHNL)

AHNL, a wholly owned subsidiary of the Company is yet to commence its operations.

Investments

Apollo Multispeciality Hospitals Limited (AMSHL) (formerly known as Apollo Gleneagles Hospital Limited)

The Board of Directors, in their meeting held on November 11, 2020 approved the proposal to acquire the 50% equity stake held by Gleneagles Development Pte Ltd., Singapore in AMSHL, in which the Company held a 50% equity stake at a consideration of ''4,100 million.

The Company completed the acquisition of 50% equity stake held in AMSHL by Gleneagles Development Pte Limited on 22nd April 2021.

AMSHL became a wholly-owned subsidiary of the company effective from April 22, 2021, and the name of the Company was changed from Apollo Gleneagles Hospital Limited to Apollo Multispeciality Hospitals Limited subsequently based on the approval obtained from the Ministry of Corporate Affairs on 5th May 2021.

Divestment of stake in Apollo Medicals Private Limited

As a part of re-organisation of the identified business undertaking comprising of the pharmacy distribution business and online technology platform Apollo 24|7, the Company''s equity stake in Apollo Medicals Private Limited (AMPL) (an associate) was transferred to Apollo HealthCo Limited, a wholly owned subsidiary of the Company through a slump sale process.

Compliance with FEMA Regulations

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

Business Responsibility and Sustainability Report

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives

taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report. While BRSR reporting was purely voluntary for FY 2021-2022, the Company decided to pro-actively comply with the BRSR guidelines from FY22 itself.

Sexual Harassment

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the work place. During the year, 4 complaints were received under the policy, all of them were disposed off.

Vigil Mechanism/Whistle Blower Policy

Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

During the year, your company did not accept any deposits or renew existing deposits from the public. The total outstanding deposits with the Company as on 31st March 2022 were ''1.13 million (''1.28 million as on 31st March 2021) which were not claimed by the depositors.

Directors and other Key Managerial Personnel (KMPs)

Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive Directors and six Independent Directors as on 31st March 2022. Independent directors are appointed for a term of five years and are not liable to retire by rotation.

Lead Independent Director

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Shobana Kamineni, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Changes in Board Composition New Directors

During the year, Shri. Som Mittal and Smt. Rama Bijapurkar were both inducted as Independent Directors for a term of 5 (five) consecutive years, with effect from July 21, 2021 and November 12, 2021 respectively.

The Company received declarations from both Shri. Som Mittal and Smt. Rama Bijapurkar confirming that they meet the criteria of independence prescribed under the Act and Regulation 25 of the Listing Regulations.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri.S.M. Krishnan, Sr. Vice President-Finance & Company Secretary. There has been no change in the Key Managerial Personnel during the year.

Board Evaluation

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

The Board met eight times during the financial year, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Risk Management

Internal Financial Controls and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations

The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The details of the internal control system and its terms of reference are set out in the Management Discussion and Analysis Report forming part of the Board''s Report. The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. f hat in the preparation of the annual financial statements for the year ended March 31, 2022 the applicable accounting

standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. f hat proper internal financial controls were in place and that the financial controls were adequate and were operating

effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Share Capital

The paid-up Equity Share Capital as on March 31, 2022 was ''718.93 million.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2022, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Board''s Report and none of the directors hold convertible instruments of the Company.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions other than the transactions stated in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.apollohospitals.com. Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Termination of GDR Program

The Board of the Company at its meeting held on 12th February 2021 had resolved to terminate the GDR program. The notice of termination of the GDR program was sent to all GDR holders on 25th February 2021 by Bank of New York Mellon, Custodian of GDR which will be effective from 26th March 2021. The holders could surrender their GDRs to Bank of New York Mellon, for delivery of underlying equity shares up to the period of March, 2022, subsequent to which Bank of New York Mellon, Custodian would attempt to sell the underlying shares and distribute the net proceeds to the respective GDR Holders.

As on March 31, 2022, the total outstanding GDRs was 88,607 representing 0.06% of the paid up share capital of the Company.

All the GDRs were subsequently converted into underlying equity shares. There are no outstanding GDRs as on date and the GDR programme was terminated and delisted from the Luxembourg Stock Exchange.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of Section 136(1) read with the relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

Employee Stock Options

No Employee Stock Options have been granted to the employees of the Company and thus no disclosure is required.

Corporate Social Responsibility Initiatives

These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2021-2022 is annexed herewith as "Annexure A".

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants having registration No. 117366W/ W100018 were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 36th AGM held on 20th September 2017, until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules 2014.

The Board is of the opinion that the continuation of M/s. Deloitte Haskins & Sells LLP, as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for the second and final term of five consecutive years, from the conclusion of the ensuing Annual General Meeting, till the conclusion of the Annual General Meeting to be held in the calendar year 2027, at such remuneration as may be mutually agreed and approved by the Board.

The Report given by the Statutory Auditors on the financial statement of the Company for the year 2022 forms part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31, 2022 is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board on the recommendation of the Audit Committee, appointed M/s. A.N. Raman & Associates, Cost Accountants, Chennai (FRN 102111) to audit the cost accounts of the Company for the financial year 2022-2023 on a remuneration of ''1.50 million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s. A.N. Raman & Associates, Cost Accountants, Chennai (FRN102111) is included at Item No. 8 of the Notice convening the Annual General Meeting.

Secretarial Auditors

The Board had appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2021-2022. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors and Secretarial Auditors Report

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Annual Return

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : July 16, 2022 Executive Chairman

Mar 31, 2021

The Directors are pleased to present the FORTIETH ANNUAL REPORT and the audited financial statements for the year ended 31st March 2021

(''in million)
	Standalone		Consolidated
Particulars	Year ended 31st March 2021	Year ended 31st March 2020	Year ended 31st March 2021	Year ended 31st March 2020
Income from Operations	91,530	97,944	105,600	112,468
Profit before Exceptional Items and Tax after share of profits in Joint Ventures & Associates	1,857	5,179	1,609	4,586
Exceptional Items	(91)	1,644	606	1,983
Profit after Exceptional Items before Tax after share of profits in Joint Ventures & Associates	1,766	6,823	2,215	6,569
Provision for Tax	716	2,121	847	2,252
Profit for the Period	1,050	4,702	1,368	4,317
Earnings Per Share ('')	7.50	33.80	10.74	32.70

RESULTS OF OPERATIONS

During the year under review, the income from operations of the Company degrew by 7% to ''91,530 million in FY21 compared to ''97,944 million in the previous year. The profit after tax for the year declined by 78% to ''1,050 million compared to ''4,702 million in the previous year.

During the year under review, the consolidated gross revenue of the Company degrew by 6% to ''105,600 million compared to ''112,468 million. Net profit after minority interest for the group declined by 68% to ''1,368 million compared to ''4,317 million in the previous year.

IMPACT OF THE COVID-19 PANDEMIC ON THE BUSINESS

Due to the continuing COVID-19 pandemic situation, there were localised lockdowns in various parts of the country apart from continuing restrictions on international and domestic travel . This was coupled with advisories issued by the government on postponing elective surgeries and undergoing preventive health checks .

The Pharmacy Distribution and Stand Alone Pharmacy segmental revenues and business performance were not impacted during the lockdown, and continued to show growth momentum.

However, the continuance of the pandemic situation resulted in a material impact on the healthcare sector in general and the Company''s healthcare services business operations, due to the following reasons:

â¢ Severe travel related restrictions impacting both employee movements and patient flows to our hospitals .

â¢ Out Patient footfalls being impacted apart from incidence of postponement of elective procedures. Both factors in turn have led to a substantial reduction in the inpatient case loads .

â¢ Continued investments being required to be made on investments in equipment, consumables and other resources to ensure 100% preparedness for safety in the hospital(s) and eventual treatment of patients in case of a need.

â¢ Current embargo on international travel has also impacted patient flows to hospital units located in metro centres as well.

However, patient case loads and occupancies across the hospitals network witnessed improvements post easing of lockdown related restrictions. We will continue to calibrate our responses to the COVID-19 situation as it evolves.

Apollo Hospitals, being the largest private health care services provider in the country is well positioned to continue to address the demand for tertiary health care services across the country over the long term.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 -Investment in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Company''s website: www.apollohospitals.com. The documents will also be available for inspection during business hours at the registered office of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

SCHEME OF ARRANGEMENT

The Board of Directors at their meeting held on November 14, 2018 had approved a Scheme of Arrangement ("the Scheme") between Apollo Hospitals Enterprise Limited ("AHEL") and Apollo Pharmacies Limited ("APL") and their respective shareholders in accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013, for the transfer of the front-end retail pharmacy business ("the divestment business") carried out in the standalone pharmacy segment to APL by way of slump sale for an overall cash consideration of ''5,278 million, subject to necessary approvals by stock exchanges, shareholders, the National Company Law Tribunal and all other requisite regulatory authorities.

The Company received no objection letters from National Stock Exchange of India Limited and BSE Limited. Further, the Company obtained approvals from the Competition Commission of India (CCI) and from the equity shareholders in October 2019.

The National Company Law Tribunal (NCLT), Chennai Bench vide its order dated 3rd August 2020 approved the Scheme. The Scheme was effective from 1st September 2020.

Post the disposal of the divestment business, the Company identified Pharmacy Distribution as a new segment with effect from September 1, 2020. The Company thereafter has identified Healthcare and Pharmacy Distribution as its operating and reportable segments. Healthcare segment represents hospitals and hospital based pharmacies. Pharmacy distribution segment represents the business of procurement and distribution of pharmaceutical items, fast moving consumer goods (FMCG) and private label products.

SCHEME OF AMALGAMATION

The Board of Directors at their meeting held on 13th February 2020 had approved the amalgamation of Apollo Home Healthcare (India) Limited and Western Hospitals Corporation Private Limited, wholly owned subsidiaries of the Company (hereinafter referred to as "Transferor Companies") into Apollo Hospitals Enterprise Limited ("Transferee Company") by way of a Scheme of Amalgamation between the Transferor Companies and the Transferee Company and their respective shareholders and creditors, in accordance with the provisions of Sections 230 to 234 of the Companies Act, 2013.

The amalgamation was subject to requisite statutory and regulatory approvals and sanction by the respective shareholders of each of the Companies involved in the scheme.

The Amalgamation of the Transferor Companies with the Transferee Company is aimed at achieving the following primary benefits:

â¢ Facilitate consolidation of the undertakings in order to enable effective management and unified control of operations;

â¢ Create economies in administrative and managerial costs by consolidating operations;

â¢ Reduce duplication of administrative responsibilities and multiplicity of records and legal and regulatory compliances.

The Board of Directors through a circular resolution, approved the revised proposal in compliance with Section 233 of the Companies Act, 2013 to proceed with an application to the Regional Director, Southern Region, Ministry of Corporate Affairs for approving the Scheme of Amalgamation subject to completion of necessary formalities and obtaining requisite approvals instead of filing applications with NCLT seeking dispensation from the requirement of convening shareholders / creditors meetings of the Company:

â¢ Apollo Home Healthcare (India) Limited and

â¢ Western Hospitals Corporation Private Limited

The Company obtained shareholders and creditors approval with the requisite majority for the proposed Scheme of Amalgamation of the wholly owned subsidiary companies with the Company and has also obtained approval from the Regional Director, Southern Region, Ministry of Corporate Affairs vide order dated 28th June 2021 for going ahead with the Scheme of amalgamation. The Scheme would be effective from 1st April, 2020.

There will not be any change in the shareholding pattern of the Transferee Company pursuant to the Scheme of Amalgamation as the Transferor Companies are wholly-owned subsidiaries of the Transferee Company.

PROPOSED TRANSFER OF BUSINESS UNDERTAKING

The Board had met on June 23,2021, to review the Company''s long-term strategy including the intent to create a distinctive digital ecosystem for providing a holistic healthcare platform which encompasses a wide range of healthcare services including enabling e-consultations and online ordering for delivery of medicines.

Keeping this in perspective as well as the fact that the business of procurement of pharmaceutical and other wellness products including private label products and wholesaling and supply of such products to pharmacies, including investment in pharmacy retail business, and development, operation and management of the online platform for digital healthcare owned and operated by the Company under the branding of "Apollo 24/7", shall require a specific and focused approach, the Board in its meeting held on 23rd June 2021, approved the proposal for going ahead with the transfer of the business undertaking comprising of the Pharmacy Distribution business and Apollo 24x7 online digital healthcare platform on a slump sale basis to a wholly owned subsidiary company, Apollo HealthCo Limited for a net consideration of ''12,100 million (Rupees Twelve Thousand One Hundred Million Only) which is in excess of the networth of the Business Undertaking sought to be transferred to Apollo HealthCo Limited.

This move is expected to result in the following benefits:

1. Facilitate creation of India''s largest omni - channel digital healthcare delivery platform and thereby enable huge funneling potential for healthcare consumers into the Apollo ecosystem

2. Enable the process of combining the strength of the Apollo Hospitals Group''s offline healthcare leadership with new age digital offerings to address all healthcare consumer needs

4. An appropriate platform would be created for attracting a new pool of investor capital and to enable rapid scale up of the business,

The proposed transfer would include the Company''s investment in the pharmacy retail business apart from all related assets and liabilities and is subject to receipt of regulatory approvals including shareholders and lenders approvals.

DIVIDEND

The Board of Directors have recommended a dividend of ''3/- per equity share (60% on face value of ''5/-per share) on the paid-up equity share capital of the company for the financial year ended 31st March 2021 amounting to ''431.35 million which if approved, at the forthcoming Annual General Meeting on 31st August 2021 will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 20th August 2021. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from Saturday, 21st August 2021 to Tuesday 31st August 2021 (both days inclusive).

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

At the beginning of the year, your Company had eighteen direct subsidiaries, ten step down subsidiaries, four joint ventures and three associate companies. As on 31st March 2021, your Company had eighteen direct subsidiaries, ten step down subsidiaries, three joint ventures and four associate companies.

The statement containing the summarized financial position of the subsidiary companies viz., Apollo Home Healthcare (I) Ltd (AHHCIL), A.B. Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Hospitals Singapore Pte Limited (AHSPL), Apollo Health and Lifestyle Limited (AHLL), Western Hospitals Corporation Pvt Limited (WHCPL), Total Health (TH), Imperial Hospital and Research Centre Limited (IHRCL), Apollo Home Healthcare Limited (AHHL), Apollo Nellore Hospital Limited (ANHL), Sapien BioSciences Pvt Limited (SBPL), Apollo Rajshree Hospitals Pvt Limited (ARHPL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Hospitals International Limited (AHIL), Future Parking Pvt Limited (FPPL), Medics International Lifesciences Limited (MEDICS), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Pvt Limited (ASHPL), Alliance Dental Care Limited (ADCL), Apollo Dialysis Pvt Limited (ADPL), Apollo CVHF Limited (CVHF), Apollo Bangalore Cradle Limited (ABCL), Kshema Healthcare Pvt Limited (KHPL), AHLL Diagnostics Limited (ADL), AHLL Risk Management Pvt Limited (ARMPL) and Surya Fertility Centre Private Limited (SFC) pursuant to Section 129 read with Rules 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms a part of the Annual Report.

1. APOLLO HOME HEALTHCARE (INDIA) LIMITED (AHHCIL)

AHHCIL, a wholly owned subsidiary of the Company recorded an income of ''6.23 million and a net profit of ''1.84 million.

2. A.B. Medical Centres Limited (ABMCL)

ABMCL, is a wholly owned subsidiary of the Company and does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2021, ABMCL recorded an income of ''8.04 million and a net profit of ''6.38 million.

3. SAMuDRA HEALTHCARE enterprises LIMITED (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March, 2021, SHEL recorded an income of ''509.45 million and a net profit of ''115.14 million.

4. APOLLO HEALTH AND LIFESTYLE LIMITED (AHLL)

AHLL, is a 68.25% subsidiary of the Company engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and 24-hour pharmacy all under one roof. For the year ended 31st March, 2021, AHLL recorded an consolidated income of ''7,062.80 million and a net loss of ''663.90 million.

5. WESTERN HOSPITALS CORPORATION PRIVATE LIMITED (WHCPL)

WHCPL, a wholly owned subsidiary of the Company, recorded a net loss of ''10 million for the year ended 31st March 2021.

6. TOTAL HEALTH (TH)

TH, is a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, which is engaged in carrying on CSR activities in the field of community/rural development.

7. apollo hospital (uk) limited (ahukl)

AHUKL, is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

8. apollo hospitals singapore pte limited (ahspl)

AHSPL, is a wholly owned subsidiary of the Company which has invested in a venture capital fund which focuses on funding early stage healthcare technology startups in Asia.

9. imperial hospital and research centre limited

(IHRCL)

I HRCL, is a 90% subsidiary of the company which owns a 250 beds multi-specialty hospital at Bengaluru. For the year ended 31st March, 2021, IHRCL recorded an income of ''2,319.75 million and a net profit of ''83.19 million.

10. apollo home healthcare limited (ahhl)

AHHL, a 89.42% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded an income of ''552.80 million and a net profit of ''16.93 million.

11. apollo nellore hospital limited (anhl)

ANHL a 80.87% subsidiary of the Company has leased out its land at Nellore to the Company. ANHL recorded an income of ''8 .17million and a net profit of ''6.44 million.

12. sapIEN BIOsCIENCEs pRivATE LIMITED (sbpL)

SBPL, is a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2021, SBPL recorded an income of ''31.43 million and a net profit of ''11.18 million.

13. apollo rajshree hospitals private limited (arhpl)

ARHPL, a 54.63% subsidiary of the company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2021, ARHPL recorded an income of ''863.57 million and a net profit of ''83.41 million.

25. APOLLO CVHF LIMITED (CVHF)

CVHF, a subsidiary of Apollo Hospitals International Limited is in the business of providing healthcare services. For the year ended 31st March, 2021, CVHF recorded an income of ''185.90 million and a net loss of ''72.10 million.

26. APOLLO BANGALORE CRADLE LIMITED (ABCL)

ABCL, a subsidiary of Apollo Speciality Hospitals Private Limited, is engaged in the business of running cradle centres. For the year ended 31st March, 2021, ABCL recorded an income of ''447.26 million and a net profit of ''57.83 million

27. KSHEMA HEALTHCARE PRIVATE LIMITED (KHPL)

KHPL, a subsidiary of Apollo Speciality Hospitals Private Limited is yet to commence its operations

28. surya fertility centre private limited (sfc)

SURYA, a subsidiary of Apollo Speciality Hospitals Private Limited is engaged in the business of running cradle and fertility centres. For the year ended 31st March, 2021, SFC recorded an income of ''28.70 million and a net profit of ''1.16 million

INVEsTMENTs

Medics International Lifesciences Limited

During the year, the Company completed the acquisition of a 1% additional stake in Medics International Lifesciences Limited ("Medics") which runs 330 bed multispeciality hospital in Lucknow. Consequently, Medics became a subsidiary of the Company with effect from the date of acquisition which was 7th January 2021.

Apollo Multi speciality Hospitals Limited - AMsHL (Formerly known as Apollo glenea-gles Hospital Limited)

The Board of Directors, in their meeting held on November 11, 2020 approved the proposal to acquire the 50% equity stake held by Gleneagles Development Pte Ltd., Singapore in AMSHL Kolkata, in which the Company held a 50% equity stake at a consideration of ''4,100 million.

The acquisition of 50% equity stake held in AMSHL, Kolkata by Gleneagles Development Pte Limited was completed on 22nd April 2021, with AMSHL becoming a 100% subsidiary of the Company.

The name of the Company was changed from Apollo Gleneagles Hospital Limited to Apollo Multi Speciality Hospitals Limited, subsequently based on approval obtained from the Ministry of Corporate Affairs with effect from 5th May 2021.

Apollo Medicals private Limited

The Scheme of Arrangement (" the Scheme") relating to the transfer of the front end portion of the retail pharmacy business ("divestment business") to Apollo Pharmacies Limited ("APL" or "Transferee Company") , a wholly owned subsidiary of Apollo Medicals Private Limited ("AMPL") for an overall cash consideration of ''5,278 million was approved by the National Company Law Tribunal vide their order dated August 3, 2020.

Pursuant to the Scheme becoming effective from 1st September, 2020, the Company invested a sum of ''365 million towards its share of equity contribution and its ownership interest in AMPL reduced to 25.50% .

Apollo Health Co Limited

The Company has acquired the entire equity stake held by the existing shareholders in Apollo Health Co Limited (AHL) on 233rd June 2021. Consequent to that, AHL became a wholly owned subsidiary to the Company.

QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

During the year, your Company successfully completed a Qualified Institutional Placement (QIP) raising ''11,699.99 million from Qualified Institutional Buyers by issue of 4,659,498 equity shares of ''5/- each at an issue price of ''2,511/- per equity share including premium of ''2,506/- per share. The monies raised have been utilised in line with the objects to the issue mentioned in the Placement Document.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

sexual harassment

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the work place. During the year, 2 complaints were received under the policy, both of which were disposed off.

vigil mechanism/whistle blower policy

particulars of LOANS, GuARANTEES And INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

fixed deposits

During the year, your company did not accept any deposits or renew existing deposits from the public. The total outstanding deposits with the Company as on 31st March 2021 were ''1.28 million (''1.90 million as on 31st March 2020) which were not claimed by the depositors.

DIRECTORS AND OTHER KEY MANAGERIAL pERSONNEL (KMpS)

Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive Directors and five Independent Directors as on 31st March 2021. Independent directors are appointed for a term of five years and are not liable to retire by rotation.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Preetha Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Change in Board Composition

Outgoing Director

Dr. T. Rajgopal had accepted the position of Chief Operating Officer in Breach Candy Hospital, Mumbai. As a good corporate governance practice, he had tendered his resignation from the position of Independent Director of the Company with effect from 1st April 2021 to avoid a potential conflict of interest situation in the Company.

Dr. T. Rajgopal has also confirmed that there are no material reasons for his resignation other than that specified herein above.

The Board places on record its sincere appreciation for the valuable services rendered by Dr. T. Rajgopal during his tenure.

New Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended to the members that Shri. Som Mittal be appointed as an Independent Director for a term of 5 (five) consecutive years, with effect from 21st July 2021.

The Company has received declarations from Shri Som Mittal confirming that he meets the criteria of independence prescribed under the Act and the Listing Regulations.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri.S.M. Krishnan, Vice President-Finance & Company Secretary. There has been no change in the Key Managerial Personnel during the year.

board evaluation

remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

meetings of the board

risk management

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. that in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

share capital

The paid up Equity Share Capital as on March 31, 2021 was ''718.93 million.

During the year, the Company allotted 4,659,498 equity shares of ''5/- each to Qualified Institutional Buyers (QIBs) on 23rd January 2021 under Qualified Institutions Placement Scheme (QIP) at a price of ''2,511/- per share including a premium of ''2,506/- per share. Consequent to the allotment of above said shares, the equity paid up capital has been increased from ''695.63 million divided into 139,125,159 equity shares of ''5/- each to ''718.93 million divided into 143,784,657 equity shares of ''5/- each.

These shares have been listed at BSE Limited (BSE) and National Stock Exchange of India Limited, (NSE), Mumbai.

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2021, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Board''s Report and none of the directors hold convertible instruments of the Company.

TERMINATION OF GLOBAL DEPOSITORY RECEIPTS (âGDRSâ) PROGRAM AND DELISTING OF GDRS FROM THE LUXEMBOURG STOCK EXCHANGE (âLSEâ)

In view of the minimal number of GDRs outstanding and the low trading volume related to the GDRs, the Board of Directors of the Company at its meeting held on 12th February 2021 had resolved to terminate the GDR program. The notice of termination of the GDR program was sent to all GDR holders on 25th February 2021 by Bank of New York Mellon, Custodian of GDR informing that the GDR facility was terminated with effect from 26th March 2021. The holders can surrender their GDRs to Bank of New York Mellon, for delivery of underlying equity shares upto the period of March 31, 2022, subsequent to which Bank of New York Mellon, Custodian may attempt to sell the underlying shares and distribute the net proceeds to the respective GDR Holders. Subsequent to termination of the GDRs programme, the Luxemburg Stock Exchange will delist the GDRs.

As on March 31, 2021, the total outstanding GDRs was 126,646 representing 0.09% of the paid up share capital of the Company

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions other than the transaction stated in AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, which is annexed herewith as Annexure-II.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

particulars of employees and related disclosures

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

EMpLOYEE sTOCK OpTIONs

No Employee Stock Options have been granted to the employees of the Company and thus no disclosure is required.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2020-2021 is annexed herewith as "Annexure A".

STATUTORY AUDITORS

The Members at the Annual General Meeting held on 20th September 2017 approved the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as statutory auditors for a period of five years commencing from the Thirty Sixth Annual General Meeting till the conclusion of the Forty First Annual General Meeting subject to ratification by the Members every year. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every annual general meeting has been dispensed with effect from 7th May, 2018 and the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as statutory auditors is valid till the conclusion of the Forty First Annual General Meeting to be held during the year 2022.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

COST AUDITORS

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s. A.N. Raman & Associates, Cost Accountants, Chennai (FRN102111) is included at Item No. 6 of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

The Board had appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2020-2021. The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS AND SECRETARIAL AUDITORS REPORT

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND Foreign ExCHANGE Earnings AND OUTGO.

EXTRACT OF ANNUAL RETURN

A copy of the Extracts of the Annual Return of the Company as required under section 134(3)(a) of the Companies Act, 2013, in Form MGT-9, as they stood on the close of the financial year i.e. 31st March, 2021 is furnished in ANNEXURE-D and forms part of this Report.

Further, a copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act, 2013, in Form MGT-7, as they stood on the close of the financial year i.e. 31st March, 2020 is uploaded on the website of the Company in the Investor Relations Section and can be accessed from the Company''s website www.apollohospitals.com

Mar 31, 2019

DIRECTORS' REPORT TO THE SHAREHOLDERS

Your Directors are pleased to present the THIRTY EIGHTH ANNUAL REPORT and the audited financial statements for the year ended 31st March 2019.

Financial Results (Standalone)

Â	Â	(Rs. in million)
Particulars	Year ended March 31. 2019	Year ended March 31. 2018
Income from Operations	83,489	71,956
Profit before Exceptional Items and Taxation	4,625	3,301
Profit after Exceptional Items before Tax	4,625	3,301
Provision for Tax	1,597	969
Profit for the Period	3,028	2,332
Earnings Per Share (Rs.)	21.76	16.76

Results of Operations

During the year under review, the income from operations of the Company increased to Rs.83,489 million compared to Rs.71,956 million in the previous year, registering a growth of 16%. The profit after tax for the year increased by 30% to Rs.3,028 million compared to Rs.2,332 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased to Rs.96,488 million compared to Rs.82,756 million registering an impressive growth of 17%. Net profit after minority interest for the group increased by 236% to Rs.2,001 million compared to Rs.595 million in the previous year.

Consolidated Financial Statements

In accordance with Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Company's website: www.apollohospitals.com. The documents will also be available for inspection during business hours at the registered office of the Company.

Material Changes affecting the Company

Scheme of Arrangement

The Board of Directors at their meeting held on November 14, 2018 have approved a Scheme of Arrangement ("the Scheme") between Apollo Hospitals Enterprise Limited ("AHEL") and Apollo Pharmacies Limited ("APL") and their respective shareholders in accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013, for the transfer of the front-end retail pharmacy business ("the disposal group") carried out in the standalone pharmacy segment to APL by way of slump sale, subject to necessary approvals by stock exchanges, shareholders, National Company Law Tribunal and all other requisite regulatory authorities.

The Company received Observation Letters from National Stock Exchange of India Limited and BSE Limited conveying their no objection / no adverse observations, so as to enable the Company to file the Scheme with the Honourable National Company Law Tribunal (NCLT).

The Company has consequently filed the requisite applications with NCLT seeking direction to convene a shareholders meeting through e-voting process for obtaining their approval.

Dividend

The Board of Directors have recommended a dividend of Rs.6/- per eguity share (120% on face value of Rs.5/-per share) on the paid-up equity share capital of the company for the financial year ended 31st March 2019 amounting to Rs.1,004.69 million inclusive of tax of Rs.169.94 million, which if approved, at the forthcoming Annual General Meeting on 27th September 2019, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 13th September 2019. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from Saturday, September 14, 2019 to Friday, September 27, 2019 (both days inclusive).

Subsidiaries, Associate Companies and Joint Ventures.

At the beginning of the year, your Company had eighteen direct subsidiaries and seven step down subsidiaries, three joint ventures and four associate companies. As on 31st March 2019, your Company had nineteen direct subsidiaries, ten step down subsidiaries, four joint ventures and four associate companies.

Hospitals International Limited (AHIL), Future Parking Pvt Limited (FPPL), Apollo Healthcare Technology Solutions Limited (AHTSL), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Pvt Limited (ASHPL), Alliance Dental Care Limited (ADCL), Apollo Dialysis Pvt Limited (ADPL), Apollo CVHF Limited (CVHF), Apollo Bangalore Cradle Limited (ABCL), Kshema Healthcare Pvt Limited (KHPL), AHLL Diagnostics Limited (ADL), AHLL Risk Management Pvt Limited (ARMPL) and Apollo Pharmacies Limited (APL) pursuant to Section 129 read with Rules 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report.

1. Apollo Home Healthcare (India) Limited (AHHCIL)

AHHCIL, a wholly owned subsidiary of the Company recorded a revenue of Rs.4.31 million, and net profit of Rs.1.45 million.

2. A.B. Medical Centres Limited (ABMCL)

ABMCL, is a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2019, ABMCL recorded an income of Rs.7.78 million and a net profit of Rs.6.09 million.

3. Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 beds multi speciality hospital at Kakinada. For the year ended 31st March, 2019, SHEL recorded an income of Rs.381.26 million and a net profit of Rs.14.45 million.

4. Apollo Health and Lifestyle Limited (AHLL)

AHLL, is a 70.25% subsidiary of the Company engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and 24-hour pharmacy all under one roof. For the year ended 31st March, 2019, AHLL recorded an income of Rs.5,970.46 million and a net loss of Rs.1,329.43 million.

5. Western Hospitals Corporation Private Limited (WHCPL)

WHCPL, is a wholly owned subsidiary of the Company, recorded an income of Rs.10.39 million and a net profit of Rs.3.68 million for the year ended 31st March 2019.

6. Total Health (TH)

TH, is a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, which is engaged in carrying on CSR activities in the field of community/rural development.

7. Apollo Hospital (UK) Limited (AHUKL)

AHUKL, is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

8. Apollo Hospitals Singapore Pte Limited (AHSPL)

AHSPL, is a wholly owned subsidiary of the Company and during the year, invested in a venture capital fund which focuses on funding early stage healthcare technology start ups in Asia.

9. Apollo Medicals Private Limited (AMPL)

AMPL, is a wholly owned subsidiary of the Company and yet to commence its operations.

10. Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, is a 90% subsidiary of the company owns a 290 beds multi-specialty hospital at Bengaluru. For the year ended 31st March, 2019, IHRCL recorded an income of Rs.2,495.89 million and a net profit of Rs.332.30 million.

11. Apollo Home Healthcare Limited (AHHL)

AHHL, a 58.12% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded an income of Rs.359.73 million and a net loss of Rs.65.48 million.

12. Apollo Nellore Hospital Limited (ANHL)

ANHL a 79.44% subsidiary of the Company has leased out its land at Nellore to the Company. ANHL recorded an income of Rs.8.17 million and a net profit of Rs.6.27 million.

13. Sapien Biosciences Private Limited (SBPL)

SBPL, is a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2019, SBPL recorded an income of Rs.24.08 million and a net profit of Rs.0.89 million.

14. Apollo Rajshree Hospitals Private Limited (ARHPL)

ARHPL, a 54.63% subsidiary of the company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2019, ARHPL recorded an income of Rs.670.79 million and a net loss of Rs.0.64 million.

15. Apollo Lavasa Health Corporation Limited (ALHCL)

ALHCL, a 51% subsidiary of the company, runs a hospital at Lavasa. For the year ended 31st March, 2019, ALHCL recorded an income of Rs.6.05 million and a net loss of Rs.38.17 million.

16. Assam Hospitals Limited (AHL)

AHL, a 62.32% subsidiary of the company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2019, AHL recorded an income of Rs.1,453.42 million and a net profit of Rs.145.32 million.

17. Apollo Hospitals International Limited (AHIL)

AHIL, a 50% subsidiary of the company, runs a multi speciality hospital at Ahmedabad. For the year ended 31st March, 2019, AHIL recorded an income of Rs.1,926.99 million and a net profit of Rs.44.12 million.

18. Future Parking Private Limited (FPPL)

19. Apollo Healthcare Technology Solutions Limited (AHTSL)

AHTSL a subsidiary of the Company is yet to commence its operations.

20. Apollo Speciality Hospitals Private Limited (ASHPL)

ASHPL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running day surgery centres. For the year ended 31st March, 2019, ASHPL recorded an income of Rs. 3,119.41 million and a net loss of Rs.656.39 million.

21. Apollo Sugar Clinics Limited (ASCL)

ASCL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2019, ASCL recorded an income of Rs.270.97 million and a net loss of Rs.19.94 million.

22. Alliance Dental Care Limited (ADCL)

ADCL, a subsidiary of Apollo Health and Lifestyle Limited recorded an income of Rs. 317.45 million and a net loss of Rs.98.68 million for the year ended 31st March 2019.

23. Apollo Dialysis Private Limited (ADPL)

ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centers. For the year ended 31st March 2019, ADPL recorded a revenue of Rs. 136.64 million and a net loss of Rs. 24.59 million.

24. AHLL Diagnostics Limited (ADL)

ADL, a subsidiary of Apollo Health and Lifestyle Limited is yet to commence its operations.

25. AHLL Risk Management Private Limited (ARML)

ARML, a subsidiary of Apollo Health and Lifestyle Limited is yet to commence its operations.

26. Apollo CVHF Limited (CVHF)

CVHF, a subsidiary of Apollo Hospitals International Limited is in the business of providing healthcare services and is yet to commence its operations.

27. Apollo Bangalore Cradle Limited (ABCL)

ABCL, a subsidiary of Apollo Speciality Hospitals Private Limited, is engaged in the business of running Cradle centres. For the year ended 31st March, 2019, ABCL recorded an income of Rs.322.40 million and a net loss of Rs. 0.06 million.

28. Kshema Healthcare Private Limited (KHPL)

KHPL, a subsidiary of Apollo Speciality Hospitals Private Limited is yet to commence its operations.

29. Apollo Pharmacies Limited (APL)

APL, a subsidiary of Apollo Medicals Private Limited is yet to commence its operations.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

Business Responsibility Report

Sexual Harassment

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the work place. During the year 6 complaints were received under the policy, all of which were disposed off.

Vigil Mechanism/Whistle Blower Policy

Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

During the year, your company did not accept any deposits or renew existing deposits from the public. The total outstanding deposits with the Company as on 31st March 2019 were Rs.13.42 million (Rs.94.77 million as on 31st March 2018) which were not claimed by the depositors.

Directors and other Key Managerial Personnel (KMPs) Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive Directors and five Independent Directors. Independent directors are appointed for a term of five years and are not liable to retire by rotation.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Shobana Kamineni, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Outgoing Directors

Shri. BVR Mohan Reddy and Shri. Sanjay Nayar, citing existing professional commitments, have resigned from the Board with effect from 20th August 2018 and 9th February 2019 respectively.

As per the recent amendments to the SEBI LODR Regulations, one eligibility criteria that needs to be ensured for a director to continue being treated as an Independent Director is to avoid a "board inter-lock situation" which could arise in a case where there are common non-independent directors on the boards of two listed entities (i.e. a director of a listed company is also on the board of another listed entity in which another non-independent director of the first listed entity is an independent director).

Shri Deepak Vaidya, while being an Independent Director on the Board, was also a non-executive director on the Board of Strides Pharma Sciences Ltd. Smt. Sangita Reddy, Joint Managing Director also serves as an Independent Director on the board of Strides Pharma Sciences Ltd.

Keeping in view the above regulation, Shri. Deepak Vaidya would not have been deemed to be an Independent Director with effect from 1st October 2018 and accordingly, tendered his resignation from the Board as an Independent Director with effect from 5th September 2018.

Pursuant to the provisions of the Companies Act, 2013 ("Act"), the shareholders at the 33rd AGM of the Company held on 25th August 2014 appointed Shri. N. Vaghul and Shri. G. Venkatraman as Independent Non-Executive Directors to hold office for five consecutive years for a term up to 31st March 2019. Though the Companies Act permits for their appointment for a second term of five years, Shri. N. Vaghul and Shri. G. Venkatraman conveyed their intention not to seek re-appointment as Independent Directors of the Company. Accordingly, Shri.N. Vaghul and Shri. G. Venkatraman ceased to be Directors of the Company with effect from 1st April 2019.

The Board places on record its sincere appreciation for the valuable services rendered by the individual Directors during their tenure.

New Directors

Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended to the members that Dr. Murali Doraiswamy, Smt.V. Kavitha Dutt and Shri. MBN Rao be appointed as Independent Directors for a term of 5 (five) consecutive years, with effect from their respective dates of appointment viz., 27th September 2018, 9th February 2019 and 9th February 2019 respectively.

The Company has received declarations from Dr. Murali Doraiswamy, Smt. V. Kavitha Dutt and Shri MBN Rao confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

Re-appointment of Independent Director

Pursuant to the provisions of the Companies Act, 2013 ("Act"), the shareholders at the 33rd AGM of the Company held on 25th August 2014 appointed Shri. Vinayak Chatterjee as an Independent Non-Executive Director to hold office for five consecutive years for a term up to 31st March 2019. Shri. Vinayak Chatterjee is eligible for re-appointment as an Independent Non Executive Director for a second term of five consecutive years. Pursuant to the provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the Members through a Special Resolution at the 38th AGM of the Company, the re-appointment of Shri. Vinayak Chatterjee as an Independent Non-Executive Director for a second term of five consecutive years for a term up to 31st March 2024.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri.S.M. Krishnan, Vice President-Finance & Company Secretary. There has been no change in the Key Managerial Personnel during the year.

Board Evaluation

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

Risk Management

Internal Financial Controls and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Share Capital

The paid up Equity Share Capital as on March 31, 2019 was Rs.695.63 million. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2019, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Board's Report and none of the directors hold convertible instruments of the Company.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.apollohospitals.com. Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Particulars of Employees and related disclosures

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of Section 136(l) read with the relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

Employee Stock Options

No Employee Stock Options have been granted to the employees of the Company and thus no disclosure is required.

Corporate Social Responsibility Initiatives

These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2018-2019 is annexed herewith as "Annexure A".

Statutory Auditors

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

Cost Auditors

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. A.N. Raman & Associates, Cost Accountants, Chennai (FRN102111) is included at Item No. 14 of the Notice convening the Annual General Meeting.

Secretarial Auditors

The Board had appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2018-2019. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors and Secretarial Auditors Report

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure D".

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support.

Â	For and on behalf of the Board of Directors
Place : Chennai	Dr. Prathap C Reddy
Date : May 30, 2019	Executive Chairman

ANNEXURE I

DIVIDEND DISTRIBUTION POLICY

Background

This policy is being adopted and published in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016.

SEBI vide its notification dated July 8, 2016 introduced a new regulation 43A which prescribed that the top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites.

The regulation further prescribes that, the dividend distribution policy shall include the following parameters:

a. the circumstances under which the shareholders of the listed entities may or may not expect dividend;

b. the financial parameters that shall be considered while declaring dividend;

c. internal and external factors that shall be considered for declaration of dividend;

d. policy as to how the retained earnings shall be utilized; and

e. parameters that shall be adopted with regard to various classes of shares.

Provided that if the listed entity proposes to declare dividend on the basis of parameters in addition to clauses (a) to (e) or proposes to change such additional parameters or the dividend distribution policy contained in any of the parameters, it shall disclose such changes along with the rationale for the same in its annual report and on its website.

Objective

Apollo Hospitals Enterprise Limited (the "Company") has always strived to enhance stakeholder value. The Company believes that returning cash to shareholders is an important component of overall value creation.

Parameters/Factors considered by the Company while declaring dividend

The Board of Directors of the Company shall consider the following parameters before declaring or recommending dividend to the shareholders:

A) Financial Parameters / Internal Factors

(a) Financial performance including profits earned (standalone), available distributable reserves etc;

(b) Cash Balance and Cash Flow;

- Business Expansion/Modernisation

- Mergers and Acquisitions

- Additional Investment in JVs/Subsidiaries/Associates

(d) Fund requirement for contingencies and unforeseen events with financial implications;

(e) Past Dividend trend including Interim dividend paid, if any; and

(f) Any other factor as deemed fit by the Board.

B) External Factors

(a) Macro-economic conditions

(b) Financing costs

(d) Taxation

After meeting internal cash requirements and maintaining a reasonable cash balance towards any strategic investments, the Company will endeavour to return the rest of the free cash generated to shareholders through regular dividends.

Circumstances under which the shareholders of the Company may or may not expect dividend

There may be certain circumstances under which the shareholders of the Company may not expect dividends, including the following

(a) Adverse market conditions and business uncertainty;

(b) Inadequacy of profits earned during the financial year;

(d) Substantial forthcoming capital requirements which are best funded through internal accruals;

(e) Changing government regulations etc.

Even under such circumstances, the Board may at its discretion, and subject to applicable rules, choose to recommend a dividend out of the Company's free reserves.

Utilisation of Retained Earnings

Growth : The Company will utilise its retained earnings for the growth of the Company. The Company can consider venturing into new markets/geographies/verticals.

Research and Development: The Company will utilise its retained earnings for research and development of new products in order to increase market share

Capital Expenditure : The Company will utilise its retained earnings for capital expenditure by way of physical and technology infrastructure etc.

Mergers and Acquisitions : The Company will utilise its retained earnings for mergers and acquisitions, as it may deem necessary from time to time

Multiple classes of shares

Currently, the Company has only one class of shares. In future, if the Company issues multiple classes of shares, the parameters of the dividend distribution policy will be appropriately addressed.

Policy Review

The Board of Directors may review this policy periodically, by taking into account the national and global economic conditions, Company's growth and investment plans and financial position etc., and in accordance with any regulatory amendments.

Website

The Policy has been posted on the website of the Company www.apollohospitals.com.

Â	For and on behalf of the Board of Directors
Place : Chennai	Dr. Prathap C Reddy
Date : May 30, 2019	Executive Chairman

Report on Corporate Social Responsibility (CSR) activities for the financial year 2018 - 2019

1.	A brief outline of the Company's CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-Link to the CSR policy and projects or programmes	Your Company has undertaken CSR activities during the year to create a meaningful and lasting impact on the communities in remote areas by helping them transcend barriers of socio-economic development. Your company wishes to extend comprehensive integrated healthcare services to the community. Your company is also committed to developing the skills of the youth through high quality education and research in healthcare services. Your company continues to focus on CSR activities under the following broad segments :
Â	Â	1. Rural Development
Â	Â	2. Healthcare
Â	Â	3. Education and Skill Development
Â	Â	4. Research in Healthcare
Â	Â	The CSR Policy can be assessed on the company's website. Weblink:https://www.apollohospitals.com/apollo_pdf/csr-policy.pdf
2.	Composition of the CSR Committee	â¢ Dr. Prathap C Reddy, Chairman
Â	Â	â¢ Smt. Preetha Reddy
Â	Â	â¢ Smt. Sangita Reddy
Â	Â	â¢Shri. MBN Rao and
Â	Â	â¢ Dr. Murali Doraiswamy
3.	Average net profit of the Company for the last three financial years	Rs.3,848.84 million
4.	Prescribed CSR Expenditure (two percent of the amount as in item 3 above)	Rs.76.98 million
5.	Details of CSR spent for the financial year	2018-2019
Â	Total Amount to be spent for the financial year 2018-19	Rs.76.98 million
6.	Total Amount spent during the year	Rs.83.75 million
Â	Amount unspent, if any	Nil
7.	Manner in which the amount was spent during the financial year is detailed below

The Company undertook CSR activities in line with the CSR policy approved by the Board of Directors focussing on the following themes.

1. Rural Development.

2. Healthcare encompassing free health screening camps.

3. Education and Skill Development.

4. Research in Healthcare.

Manner in which the amount was spent during the financial year is detailed below:

SI No.	CSR Project or activity identified	Sector in which the project is covered	Projects or Programs (1) Local area or other (2) Specify the State and district where Projects or Programs were undertaken	Amount of Outlay (Budget) project or program wise Rs. in million	Amount spent on the project or programs Rs. in million.	Cumulative Expenditure upto the reporting period Rs. in million	Amount spent directly or through implementing agency
1.	Providing safe drinking water Extension of Sanitation facilities, Setting up of Nutrition Centres, Vocational Training Centres facilitating skill development Training Mobile Medical Units -primary and preventive healthcare including diagnostics, Promotion and revival of rural sports	Rural Development	Andhra Pradesh, Chittoor District, Aragonda	102.42	20.00	102.42	Implementing Agency: Total Health
2.	Health Check-ups -Free Medicines and	Promoting healthcare	Free medical Clinics at:	133.00	19.26	133.00	Direct
Â	Medical Check-ups for poor people Health Care activities, Health awareness camps for primary and preventive Healthcare including diagnostics	including preventive care	1.Tirumala Tirupathi Devasthanam (TTD), Tirupathi, Andhra Pradesh. 2. Koyambedu Bus Stand, Chennai 3. Research Centre at Tambaram, Chennai 4. Rural Community Centre, Ayanambakkam, Chennai.	Â	Â	Â	Â
Â	Â	Â	5. Medical Camps at Sabarimala, Pamba, Pathanamthitta District, Kerala.	Â	Â	Â	Â
3.	Free Medicines to Geriatric Centers	Promoting healthcare including preventive care	Tamil Nadu	56.94	15.00	56.94	Implementing Agency: Direct
4.	Free Medical Treatments to the employees of World Wild Life Fund for Nature India; WWF is focusing on conservation of species through field level activities in 10 landscapes in India as well as through direct interventions aimed at conserving a particular species	Promoting healthcare including preventive care	Pan India	12.77	5.00	12.77	Implementing Agency: Apollo Hospitals Charitable Trust registered under the Indian Trust Act.
5.	Free Medicines	Promoting healthcare including preventive care	Delhi	9.46	2.35	9.46	Implementing Agency: Billion Heart's Beating Foundation registered under the Trust Act.
Â	Â	Â	Tamil Nadu Chennai	29.90	7.00	29.90	Implementing Agency: Apollo Hospitals Educational and Research Foundation
6.	Research	Research	PAN India	6.73	1.34	6.73	Implementing Agency: Harvard Global Research Support Centre India Harvard T.H. Chan School of Public Health India Research Centre
7.	Donation to Tamil Nadu Chief Minister Relief Fund	Disaster Management	Tamil Nadu	10.00	10.00	10.00	Implementing Agency: Government of Tamil Nadu
Â	Â	Â	Â	4.50	3.50	4.50	Implementing Agency: MRT No.1 Charitable Trust
8.	Education and other related Initiatives	Promoting Education & Healthcare to under privileged children	Â	0.30	0.30	0.30	United Way of Chennai
Â	Total	Â	Â	366.02	83.75	366.02	Â

Responsibility Statement by the Corporate Social Responsibility Committee:

The implementation and monitoring of the CSR Policy, is in compliance with the CSR objectives and policy of the Company.

Sd/-	sd/-
Dr. Prathap C Reddy	Suneeta Reddy
Chairman, CSR Committee	Managing Director
Place : Chennai	Â
Date : 30th May 2019	Â

ANNEXURE D

DIRECTOR REPORT SECRETARIAL DIRECTOR REPORT for the financial year ended 31st March 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members

Apollo Hospitals Enterprise Limited

No. 19 Bishop Gardens,

Raja Annamalaipuram

Chennai - 600 028

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Apollo Hospitals Enterprise Limited (hereinafter called the Company). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have also examined the following with respect to the new amendment issued vide SEBI Circular number CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 (Regulation 24A of SEBI(LODR)).

(a) all the documents and records made available to us and explanations provided by Apollo Hospitals Enterprise Limited ("the Listed Entity"),

(b) the filings/submissions made by the listed entity to the Stock Exchanges,

(d) books, papers, minute books, forms and returns filed with the Ministry of Corporate Affairs and other records maintained by Apollo Hospitals Enterprise Limited ("the Company") for the financial year ended on 31st March, 2019 according to the provisions as applicable to the Company during the period of audit and subject to the reporting made hereinafter and in respect of all statutory provisions listed hereunder:

i. The Companies Act, 2013 (the Act) and the Rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended;

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended; We hereby report that

a. The Listed Entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder.

b. The Listed Entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder in so far as it appears from our examination of those records.

c. There were no actions taken against the listed entity/its promoters/directors/material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operation Procedures issued by SEBI through various circulars) under the aforesaid Acts/Regulations and circulars/guidelines issued thereunder.

We have also examined the compliance with the applicable clauses of the following:

(i) The Listing Agreements entered into by the Company with the Stock Exchanges, where the Securities of the Company are listed and the uniform listing agreement with the said stock exchanges pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(ii) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

In our opinion and as identified and informed by the Management, the Company has adequate systems to monitor and ensure compliance (including the process of renewal/fresh/pending applications with Government Authorities), the following laws are specifically applicable to the Company.

1 Atomic Energy Act, 1962

2 Birth and Death and Marriage Registrations Act, 1886

3 The Air (Prevention and Control of Pollution), Act, 1981

4 The Water (Prevention and Control of Pollution), Act, 1981

5 Gas Cylinder Rules, 2016

6 The Dentists Act, 1948

7 Drugs and Cosmetics Act, 1940 and Rules made thereunder

8 Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 and Rules made thereunder

9 Drugs and Magical Remedies Rules, 1955

10 Epidemic Diseases Act, 1897

11 Ethical guidelines for Biomedical Research on Human Subjects

12 Excise Permit (For Storage of Spirit) under Central Excise Act, 1956

13 Infant Milk Substitute, Feeding Bottles and Infant Foods (Regulation of Production, Supply and Distribution) Act, 1992 and Rules made thereunder

14 State Lift and Escalators Act

15 Legal Metrology Act, 2009

16 Legal Metrology Rules, 2011

17 Medical Termination of Pregnancy Act, 1971

18 Indian Boilers Act, 1923

19 Petroleum Act, 1934

20 NACO Guidelines

21 Mental Healthcare Act, 2017, State Rules, 2018

22 Narcotic Drugs and Psychotropic Substances Act, 1985

23 Hazardous Waste and other Wastes (Management and Transboundary Movement), Rules, 2016

24 Pharmacy Act, 2015

25 Food Safety and Standards Act, 2006 and Rules made thereunder

26 Poisons Rules (State specific)

27 Pre-Conception and Pre-Natal Diagnostic Techniques Act, 1994

28 Prevention of Illicit Traffic in Narcotics Drugs Act, 1988

29 Prohibition of Smoking Act, 2008

30 The Static and Mobile Pressure vessels (Unfired) (Amendment), Rules, 2018

31 The Bio Medical Waste (Management and Handling) (Amendment), Rules, 2018

32 Transplantation of Human Organs and Tissues Act, 1994 and Rules made thereunder

33 Clinical Establishments and Registration Act, 2010.

It is reported that during the period under review, the Company has been regular in complying with the provisions of the Acts, Rules, Regulations and Guidelines, as mentioned above.

We further report that there were no actions/events in the pursuance of

1. The Securities and Exchange Board of India (Share Based employee Benefits) Regulations, 2014 and the Employees Stock Option Scheme, 2007 approved under the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

3. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

4. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; requiring compliance thereof by the Company during the Financial Year under review.

We further report that, based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit, and also on the review of quarterly compliance reports by respective department heads/Company Secretary taken on record by the Board of Directors of the Company, in our opinion, adequate systems and control mechanism exist in the Company to monitor and ensure compliance with other applicable general laws including Human Resources and Labour laws.

We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by the Statutory financial auditor and other designated professionals.

We further report that

The company is well constituted with a proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were delivered and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetings.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that during the audit period no events have occurred, which have a major bearing on the Company's affairs, except the following:

1. During the year under review, the Company had entered into a Scheme of Arrangement with Apollo Pharmacies Limited whereby the front end retail pharmacy division of the Company would be demerged and transferred to Apollo Pharmacies Limited. The Company is awaiting In-Principle Approval from the Stock Exchanges.

2. During the year, the Company has invested in equity shares of M/s. Medics International Life Sciences Limited, Lucknow, up to the extent of 50%, consequent to which the said Company became an Associate Company to Apollo Hospitals Enterprise Limited.

3. Two of the Company's Independent Directors, Shri. N. Vaghul and Shri. G. Venkatraman have not opted for re-appointment and hence were not appointed for a further term.

4. The Company has incorporated a Wholly Owned Subsidiary namely M/s. Apollo Medicals Private Limited during the year.

5. The Company has inaugurated the Apollo Proton Therapy Centre on 21st January, 2019.

6. The Company has transferred dividend unclaimed on 23,470 shares of Rs.5/- each to the Investor Education and Protection Fund (IEPF) Account under Section 125 of the Companies Act, 2013 pertaining to the year 2010-2011.

7. The Company has, during the year, transferred to IEPF the unclaimed dividends, amounting to Rs.3.66 Million. Further, 23,470 shares of the Company in respect of which dividend has not been claimed for 7 consecutive years or more, have also been transferred to the demat account of the IEPF Authority.

Â	For LAKSHMMI SUBRAMANIAN & ASSOCIATES
Â	Sd/-
Â	Lakshmmi Subramanian
Â	Senior Partner
Place : Chennai	FCS No. 3534
Date : 28.05.2019	C. P. No. 1087

ANNEXURE

The Members

Apollo Hospitals Enterprise Limited

No. 19 Bishop Gardens,

Raja Annamalaipuram, Chennai - 600 028

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on a random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Â	For LAKSHMMI SUBRAMANIAN & ASSOCIATES
Â	sd/-
Â	Lakshmmi Subramanian
Â	Senior Partner
Place : Chennai	FCS No. 3534
Date : 28.05.2019	C. P. No. 1087

ANNEXURE - C TO THE DIRECTORS' REPORT

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy

The operations of the Company are not energy-intensive. However, significant measures are being taken to reduce the energy consumption by using energy-efficient equipment.

Your Company constantly evaluates and invests in new technology to make its infrastructure more energy efficient. The following energy saving measures were adopted during the year 2018-2019.

Phasing out of CFL lamps to LED lightsâNavi Mumbai achieved a savings of Rs.2.29 million. Procurement of electricity from alternative source.

Bio Gas from food waste achieved a savings of Rs.0.20 million per year for Apollo Hospitals Madurai, Trichy, Karaikudi and Karur.

Wind Power Generators achieved a savings of Rs.9.80 million per year for Apollo Hospitals Madurai, Trichy, Karaikudi and Karur.

Wind Power Generators achieved a savings of Rs.1.93 million per year for Apollo Hospital Navi Mumbai.

Optimization of fuel consumption in boiler operations.

Introduction of timer based operation of Air handling Units to reduce power, consumption.

Introducing of micro processing energy saver for AHU Motors.

Energy optimization practices implemented in Transformer operation.

VFD installation for AHU motor in a phased manner.

All Lifts and OT AHUs are operated with VFD panels.

Introduced timer control for AHU motors to reduce running hours.

Phasing out of split air conditioner units with chilled water FCU to reduce the power consumption and capital cost.

Using pre heated water for boilers as primary feed from solar energy, thus resulting in fuel savings of 4 litres per hour.

PPA for buying power which has been produced through solar energy. Installing of occupational sensors in OPD consultant's rooms. Introduction of motion sensors for lighting automation. Introduction of heat pie in AHUs thus saving in energy.

As energy costs comprise a very small portion of your Company's total expenses, the financial implications of these measures are not material.

Technology Absorption

Over the years, your Company has brought into the country the best that the world has to offer in terms of technology. In its continuous endeavour to serve the patients better and to bring healthcare of international standards, your Company has introduced the latest technology in its hospitals.

1) Tomotherapy system : In order to augment the multiple radiotherapy technologies available in the Apollo Group, the latest generation Tomotherapy system- Radixact has been installed at the Apollo Proton Center, Chennai. This system comes with higher dose rate for better efficiency, higher gantry rotation for quicker imaging and a treatment delivery console for easier navigation through patient treatment. Tomotherapy uses daily CT imaging to guide treatment based on patient anatomy for that day, customizes radiation delivery for each patient with highly precise radiation from all angles, minimizes radiation exposure to healthy tissues and adapts the treatment plan if necessary at any time. The integrated precision treatment planning system provides a complete solution for image fusion, contouring, plan comparison and review for different treatment modes. The unique feature of Tomotherapy is the helical treatment delivery and seamless integration of image-guided and intensity modulated radiation therapy. Side effects are often minimized since less radiation reaches healthy tissues and organs.

2) Digital Pathology system : In keeping with the latest trends in digital technology, the US FDA approved Philips Digital pathology solution has been ordered for Apollo Group Hospitals. The System has been installed in Apollo Hospitals Hyderabad, Chennai and in other hospital units in phases. In this emerging technology, glass slides containing specimen samples are converted into digital images for easy viewing, analysis, storage, and management of the collected data. This is enabled in part by virtual microscopy, a technology that enables successful image posting and transmission over a connected network. The data-rich image forms the base for maintenance of electronic health records of the patient population and compiles the distributed information to build a central database. Digitization of tissue slides offers pathologists ease of diagnosis and detection of disease. Further, digitized tissue can be analyzed by computer algorithms. This results in less human error and high efficiency.

The time required for the diagnostic procedures is also significantly reduced. Minimum chances of error in observation and interpretation makes it the most sought after technology in the pathological segment. Apart from this, the digitized tissue can also be stored and further used for educational purposes.

3) Digital PET/CT scanner : Apollo has installed the first Digital PET/CT system in the Group for the Proton Center at Chennai. This system has the highest sensitivity reducing the scan time and injected dose to the patient resulting in faster throughput and reduced radiation exposure to patient and lower cost of radioisotope. This system has the fastest time-of-flight for better contrast and signal to noise ratio. The automated self calibration feature does not require an external radioactive source and ensures consistent quantitative accuracy. The system comes with unique flow motion feature for whole body dynamic imaging with continuous bed motion.

4) MRI System, 3.0 T : The new Philips Ingenia Elition X 3.0T MRI system with new high-end performance gradient and RF design, combined with innovative imaging solutions helps achieve new levels of precision in anatomical and functional clinical imaging. The Unique Philips Compressed SENSE acceleration technique allows to speed up the entire MRI examination by up to 50%. The new Vital Screen offers guidance and insights on the details of the current patient study. This 12-inch interactive touchscreen provides information on exam duration, patient positioning, physiology signal captors (EEG) and breath hold guidance. Smart Exam supports reproducible planning results for over 80% of procedures. It uses adaptive intelligent software that automatically plans scanning geometries based on validated scanning preferences. 3D APT (Amide Proton Transfer) is a unique, contrast-free, brain MR imaging method that addresses the need for more confident diagnosis in neuro oncology. Ingenia Elition X Vega HP gradients deliver up to 23% higher temporal resolution in MRI studies as well as 30% shorter TR in diffusion imaging for excellent functional imaging at 3.0T. An MR experience that enhances comfort and reduces the likelihood of rescans. With up to 80% acoustic noise reduction, voice guidance, immersive in- bore visuals and a comfortable table, patients are made to feel at ease, resulting in smoother, faster exams.

AutoVoice is a fully integrated and automated solution that guides patients through the MR examination. It indicates scan duration, announces table movements and offers breathhold guidance, helping to enhance patient comfort. The unique Ambient Experience lets patients define in-bore lighting, sounds and visuals. "Xtend" design provides the largest FOV of 55 cms in the Industry with imaging from eyes to thighs in as few as two stations .

5) CT scanner : The Aquilion LB CT scanner has the industry's largest 90 cm gantry bore for easy patient positioning and for increasing diagnostic anatomical coverage resulting in optimized diagnosis and treatment. Advanced CT technology in a robust system configuration delivers the highest quality images at the lower doses. The Quantum detector, with a true 85 cm field-of-view enables unparalleled image quality for larger patients. The scanner offers industry best 0.5 mm Slice thickness. 4D acquisition and respiratory gating capabilities which enable motion management in radiation therapy. With exclusive PUREViSION detector technology, Aquilion LB provides consistent image quality with an industry-leading low-contrast resolution. Robust respiratory gating minimizes motion artifacts and provides reliable 4D CT gated images to evaluate respiratory motion and set up radiotherapy plans accordingly.

6) Digital Mammography system : The Siemens Digital mammography system Mammomat Inspiration has a flexible modular platform for screening, diagnosis, biopsy and 3D Tomosynthesis. Up to 30 % less dose and uncompromised image quality ensures patient safety. It offers more comfort and ensures efficient and consistent image quality. Single-Touch Positioning and one-click-to-image makes Mammomat Inspiration outstandingly quick and set the standard in ease of use. HD Breast Tomo increases diagnostic certainty with High Definition - Breast Tomosynthesis. Highly defined tissue and lesion morphology in unprecedented detail is obtained to gain deeper insights in both 2D and 3D - leading to more accurate and earlier detection.

7) Biplane cathlab : The latest generation Biplane Cathlab, Artis Zee Pure from Siemens has been ordered for Apollo Lucknow. The system enables CT-like cross-sectional imaging (cone beam CT) and soft tissue like brain tissues and high-contrast objects such as stents, clips, bones, and contrast-filled vessels can be visualized inside the cathlab itself. Fusion of 3D and CT like images provide detailed information like feeder blood vessels and soft tissue lesion size and extent more clearly. True 16-bit imaging chain enables a high dynamic range leading to four times greater greyscale resolution for enhanced soft tissue contrast in 3D imaging and Cone beam CT images. The exclusive feature of CARE & CLEAR (combined application to reduce the exposure) can bring down the overall x-ray dose delivered to patients and users up to 85%. The PUREÂ® feature increases process efficiency in the angio suite; thereby reducing the procedure time significantly and increasing the clinical capabilities of the system.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings :	Rs.990.15 million (This is exclusive of rupee payments made by Non-Resident Indian and Foreign Nationals)
Foreign Exchange Outgo :	Rs.392.33 million towards purchase of medical equipment and capital expenditure.

ANNEXURE - D TO THE DIRECTORS' REPORT

Form No. MGT 9 Extract of Annual Return for the financial year ended 31st March 2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014.

Â	Registration & other details:	Â
i.	CIN	L85110TN1979PLC008035
ii.	Registration Date	5th December 1979
iii.	Name of the Company	APOLLO HOSPITALS ENTERPRISE LIMITED
iv.	Category/Sub-category of the Company	Public/Company Limited by Shares
V.	Address of the Registered office & contact details	#19, Bishop Gardens, Raja Annamalaipuram, Chennai -600028, Tamil Nadu, India Tel : 91-44-28290956, Fax: 91-44-28290956 email: [email protected]
vi.	Whether listed company	Yes
Â	Name of the Stock Exchanges where equity shares are listed	National Stock Exchange of India Limited, Mumbai Stock Code :APOLLOHOSP
Â	Â	Bombay Stock Exchange Limited, Mumbai Stock Code: 508869
vii.	Name .Address & contact details of the Registrar & Transfer Agent, if any.	Integrated Registry Management Services Private Ltd Kences Towers, II Floor, No. 1 Ramakrishna Street, North Usman Road, Chennai - 600 017 Ph: 91-44 2814 0801 Fax: 91-44 2814 2479

II Principal Business Activities of the Company

All the business activities contributing 10% or more of the total turnover of the company shall be stated

'SLNo	Name & Description of main products/services	NIC Code ot the Product /service	% to total turnover ot the company
Â	Healthcare Services & Pharmacies	86100	100

Ill Particulars of Holding, Subsidiary & Associate Companies

SL No	Name & Address of the Company	CIN/GLN	Subsidiary/ Associate/ Holding	% of Shares Held	Section Applicable
1	Apollo Home Healthcare (India) Limited Ali Towers, 1 Floor, No. 55 Greams Road, Chennai 600006	U85110TN1995PLC031663	Subsidiary	100.00	2(87)
2	A.B. Medical Centers Limited No. 159 EVR Periyar Salai, Chennai -600 010	U85320TN1974PLC006623	Subsidiary	100.00	2(87)
3	Samudra Healthcare Enterprises Limited No. 13-1-3 Suryaraopeta, Main Road, Kakinada-533001	U85110TG2003PLC040647	Subsidiary	100.00	2(87)
4	Western Hospitals Corporation Private Limited Ali Towers, Ground Floor, No.55 Greams Road, Chennai - 600 006	U85110TN2006PTC061323	Subsidiary	100.00	2(87)
5	Total Health Aragonda Village, Thavanampalle Mandal, Chittoor District, Andhra Pradesh - 517129	U85100TN2013NPL093963	Subsidiary	100.00	2(87)
6	Apollo Medicals Private Limited (AMPL) No. 19, Bishop Gardens, Raja Annamalaipuram, Chennai -600 028	U85300TN2018PTC124435	Subsidiary	100.00	2(87)
7	Apollo Hospital (UK) Limited First Floor, Kirkland House, 11-15, Peterborough Road, Harrow, Middlesex, HA1 2AX, United Kingdom	NA	Subsidiary	100.00	2(87)
8	Apollo Hospitals Singapore Pte Limited 50, Raffles Place, Singapore Land Tower # 30, Singapore-048623	NA	Subsidiary	100.00	2(87)
9	Imperial Hospital and Research Centre Limited No. 154/11 Bannerghatta Road, Opp. IIM, Bengaluru 560076	U85110KA1991PLC011781	Subsidiary	90.00	2(87)
10	Apollo Nellore Hospital Limited No. 16/111/1133, Muthukur Road, Pinakini Nagar, Nellore - 524004	U85110TN1986PLC072193	Subsidiary	79.44	2(87)
11	Sapien Biosciences Private Limited 8-2-293/82/J-III/DH/900, 1st Floor, AIMSR Building, Apollo Health City, Jubilee Hills, Hyderabad -500 033	U73100TG2012PTC080254	Subsidiary	70.00	2(87)
12	Apollo Health and Lifestyle Limited (AHLL) 1-10-60/62, Ashoka Raghupathi Chambers, 5th Floor, Begumpet, Hyderabad - 500 016.	U85110TG2000PLC115819	Subsidiary	70.25	2(87)
13	Assam Hospitals Limited Lotus Tower, GS Road, Ganeshguri, Guwahati - 781 005, Assam	U85110AS1997PLC004987	Subsidiary	62.32	2(87)
14	Apollo Home Healthcare Limited Ali Towers, 3rd Floor, No.55 Greams Road, Chennai -600006.	U85100TN2014PLC095340	Subsidiary	58.12	2(87)
15	Apollo Rajshree Hospitals Private Limited Dispensary Plot, Scheme No. 74C Sector D, Vijay Nagar , Indore, Madhya Pradesh - 452 010	U85110MP2008PTC020559	Subsidiary	54.63	2(87)
16	Apollo Lavasa Health Corporation Limited Plot No.13, Parsik Hill Road, Off Uran Road, Sector 23, CBD Belapur, Navi Mumbai - 400 614, Maharashtra	U85100MH2007PLC176736	Subsidiary	51.00	2(87)
17	Apollo Hospitals International Limited (AHIL) Plot No. 1A, GIDC Estate, Bhat Village, Gandhi Nagar, Gujarat - 382 428	U85110TN1997PLC039016	Subsidiary	50.00	2(87)
18	Future Parking Private Limited 3rd Floor, G Block, No. 55 Greams Road, Chennai -600006	U45206TN2009PTC072304	Subsidiary	49.00	2(87)
19	Apollo Healthcare Technology Solutions Limited No. 19, Bishop Gardens, Raja Annamalaipuram, Chennai -600 028	U85100TN2012PLC086247	Subsidiary	40.00	2(87)
20	Apollo Sugar Clinics Limited 1-10-60/62, Ashoka Raghupathi Chambers, 5th Floor, Begumpet, Hyderabad - 500 016.	U85110TG2012PLC081384	Step-down subsidiary (subsidiary of AHLL)	80.00	2(87)
21	Apollo Speciality Hospitals Pvt Ltd 1-10-60/62, Ashoka Raghupathi Chambers, 5th Floor, Begumpet, Hyderabad - 500 016.	U85100TG2009PTC099414	Step-down subsidiary (subsidiary of AHLL)	99.92	2(87)
22	Alliance Dental Care Limited No.68/1, Loyal Towers, 4th Floor, East Wing, MNO Complex, Greams Road, Chennai - 600 006	U85120TN2002PLC049414	Step-down subsidiary (subsidiary of AHLL)	69.54	2(87)
23	Apollo Dialysis Pvt Limited No.68/1, Loyal Towers, 4th Floor, East Wing, MNO Complex, Greams Road, Chennai - 600 006	U85100TN2014PTC095571	Step-down subsidiary (subsidiary of AHLL)	59.53	2(87)
24	AHLL Diagnostics Limited 7-1-617/A, 615 and 616 Imperial Towers, 7th Floor, Ameerpet, Hyderabad - 500 038	U85200TG2018PLC125317	Step-down subsidiary (subsidiary of AHLL)	100.00	2(87)
25	AHLL Risk Management Private Limited 7-1-617/A, 615 and 616 Imperial Towers, 7th Floor, Ameerpet, Hyderabad - 500 038	U66000TG2018PTC125224	Step-down subsidiary (subsidiary of AHLL)	100.00	2(87)
26	Apollo Bangalore Cradle Limited 1-10-60/62, Ashoka Raghupuli Chambers, 5th floor, Begumpet, Hyderabad - 500 016	U85110TG2011PLC077888	Step-down subsidiary of AHLL	100.00	2(87)
27	Kshema Healthcare Private Limited 1-10-60/62, Ashoka Raghupuli Chambers, 5th floor, Begumpet, Hyderabad - 500 016	U85110TG2006PTC119295	Step-down subsidiary of AHLL	100.00	2(87)
28	Apollo CVHF Limited Plot No. 1A, Bhat GIDC Estate, Bhat, Gandhinagar, Gujarat -382428	U74140GJ2016PLC086449	Step-down subsidiary (subsidiary of AHIL)	66.67	2(87)
Â	Â	Â	Â	Â	Â
29	Apollo Pharmacies Limited No. 19, Bishop Gardens, Raja Annamalaipuram, Chennai-600028	U52500TN2016PLC111328	Step-down subsidiary (subsidiary of AM PL)	100.00	2(87)
30	Apollo Gleneagles Hospital Limited No. 58 Canal Circular Road, Kolkata - 700 054	U33112WB1988PLC045223	Joint Venture	50.00	2(6)
31	Apollo Gleneagles PET-CT Private Limited Apollo Hospitals Complex, Jubilee Hills, Hyderabad -500 033	U85110TN2004PTC052796	Joint Venture	50.00	2(6)
32	ApoKos Rehab Private Limited 4th Floor, Apollo Hospitals Building, Jubilee Hills, Hyderabad -500 033	U85191TG2012PTC084641	Joint Venture	50.00	2(6)
33	Medics International Lifesciences Limited Plot No. KBC-31, Sector-B LDA Colony, Kanpur Road, Lucknow- 226 012	U85191UP2011PLC043154	Joint Venture	50.00	2(6)
34	Family Health Plan Insurance (TPA) Limited Srinilaya Cyber Spazio, Ground Floor, Road No. 2, Banjara Hills, Hyderabad - 500034	U85110TG1995PLC133393	Associate	50.00	2(6)
35	Stemcyte India Therapeutics Private Limted Apollo Hospitals Complex, Plot No. 1A, GIDC Estate, Bhat Village, Gandhi Nagar, Gujarat -382 428	U85100GJ2008FTC052859	Associate	24.50	2(6)
36	Indraprastha Medical Corporation Limited Sarita Vihar, Delhi Mathura Road, New Delhi -110 044	L24232DL1988PLC030958	Associate	22.06	2(6)
37	Apollo Munich Health Insurance Company Limited iLABS Centre, 2nd & 3rd floor, Plot No.404-405, Udyog Vihar Phase-Ill, Gurgaon - 122106, Haryana	U66030TG2006PLC051760	Associate	9.96	2(6)

IV. Shareholding Pattern (Equity Share capital Break up as % to total equity)

(1) Category - wise Shareholding

Category of Share holders	No. of Shares held at the beginning of the year (As on 1st April 2018)				No. of Shares held at the end of the year (As on 31st March 2019)				% Change during the year
Category of Share holders	Demat	Physical	Total	% of Total Shares \|	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) lndividual/HUF	20,556,635		20,556,635	14.78	20,556,635	-	20,556,635	14.78	-
b) Central Govt. or State Govt.	Â		Â	Â	Â	Â	Â	Â	Â	Â
c) Bodies Corporates	27,285,844		-	27,285,844	19.61	27,296,028	-	27,296,028	19.62	0.01
d) Bank/FI	Â		Â	Â	Â	Â	Â	Â	Â	Â
e) Any other	Â		Â	Â	Â	Â	Â	Â	Â	Â
Sub Total (A) (1)	47,842,479		-	47,842,479	34.39	47,852,663	-	47,852,663	34.40	0.01
2) Foreign	Â		Â	Â	Â	Â	Â	Â	Â	Â
a) NRI- Individuals	-		-	-	-	-	-	-	-	-
b) Other Individuals	Â		Â	Â	Â	Â	Â	Â	Â	Â
c) Bodies Corporates	Â		Â	Â	Â	Â	Â	Â	Â	Â
d) Banks/FI	-		-	-	-	-	-	-	-	-
e) Any other	-		-	-	-	-	-	-	-	-
Sub Total (A) (2)	-		-	-	-	-	-	-	-	-
Total Shareholding of Promoter	47,842,479		-	47,842,479	34.39	47,852,663	-	47,852,663	34.40	0.01
(A)=(A)(1)+(A)(2)	Â		Â	Â	Â	Â	Â	Â	Â	Â
B. Public Shareholding	Â		Â	Â	Â	Â	Â	Â	Â	Â
(1) Institutions	Â		Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	8,810,184		-	8,810,184	6.33	9,883,181	-	9,883,181	7.10	0.77
b) Alternate Investment Funds	Â		Â	Â	Â	100,000	Â	100,000	0.07	0.07
c) Banks/FI	122,575		3,838	126,410	0.09	24,245	3,838	28,083	0.02	(0.07)
d) Central Govt/ State Govt.	323,708		-	323,708	0.23	323,708	-	323,708	0.23	-
e) Venture Capital Fund	Â		Â	Â	Â	Â	Â	Â	Â	Â
f) Insurance Companies	2,271,954		Â	2,271,954	1.63	7,934,481	Â	7,934,481	5.70	4.07
g) FIIs	67,528,546		-	67,528,546	48.54	61,589,715	-	61,589,715	44.27	(4.27)
h) Foreign Capital Funds	Â		Â	Â	Â	Â	Â	Â	Â	Â
i) Others	_		_	_	_	_	_	_	_	_
Sub Total (B)(1)	79,056,964		3,838	79,060,802	56.83	79,855,330	3,838	79,859,168	57.39	0.57
2) Non Institutions	Â		Â	Â	Â	Â	Â	Â	Â	Â
a) Bodies corporates	893,111		51,250	944,361	0.67	1,252,634	51,250	1,303,884	0.94	0.27
b) Individuals	Â		Â	Â	Â	Â	Â	Â	Â	Â
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	4,426,021		1,684,940	6,110,961	4.39	4,654,248	1,442,215	6,096,461	4.38	(0.01)
ii) Individuals	Â		Â	Â	Â	Â	Â	Â	Â	Â
shareholders holding nominal share capital in excess of Rs.1 lakh	1,016,770		96,650	1,113,420	0.80	1,296,365	96,650	1,393,015	1.00	0.20
c) Others	2,677,850		951,420	3,629,270	2.60	1,609,031	880,230	2,489,261	1.78	(0.82)
Sub Total (B)(2)	9,013,752		2,784,260	11,798,012	8.46	8,812,276	2,470,345	11,282,621	8.10	(0.36)
Total Public Shareholding	88,070,716		2,788,098	90,858,814	65.30	88,667,606	2,474,183	91,141,789	65.51	0.20
(B) = (B)(1) + (B)(2)	Â		Â	Â	Â	Â	Â	Â	Â	Â
Total (A) + (B)	135,913,195		2,788,098	138,701,293	99.70	136,520,269	2,474,183	138,994,452	99.91	0.21
C. Shares held by Custodian for GDRs & ADRs	Â		Â	Â	Â	Â	Â	Â	Â	Â
i) Promoter and Promoter Group	-		-	-	-	-	-	-	-	-
ii) Public	423,866		Â	423,866	0.30	130,707	Â	130,707	0.09	(0.21)
Total Public Shareholding (C)	423,866		-	423,866	0.30	130,707	-	130,707	0.09	(0.21)
Grand Total (A+B+C)	136,337,061		2,788,098	139,125,159	100	136,650,976	2,474,183	139,125,159	100	-

(ii) Shareholding of Promoters

Â	Â	Shareholding at the beginning of the year (As on 01st April 2018)			Shareholding at the end of the year (As on 31st March 2019)			% change in share holding during the year
Â	Shareholders Name	No. of Shares	% of total shares of the Company	% of shares pledged/ encumbered to total shares \|	Â	Â	Â	% change in share holding during the year
1	Dr. Prathap C Reddy	5,445,464	3.91	-	5,445,464	3.91	-	Â
2	Smt. Sucharitha P Reddy	569,800	0.41	Â	569,800	0.41	Â	Â
3	Smt. Preetha Reddy	2,193,915	1.58	1.46	2,193,915	1.58	1.57	Â
4	Smt. Suneeta Reddy	3,381,695	2.43	1.92	3,381,695	2.43	2.34	Â
5	Smt. Shobana Kamineni	2,239,952	1.61	1.61	2,239,952	1.61	1.61	-
6	Smt. Sangita Reddy	2,432,508	1.75	1.75	2,432,508	1.75	1.75	Â
7	Shri. Karthik Anand	330,600	0.24	-	330,600	0.24	-	-
8	Shri. Harshad Reddy	320,200	0.23	Â	320,200	0.23	Â	Â
9	Smt. Sindoori Reddy	518,600	0.37	-	518,600	0.37	-	-
10	Shri. Aditya Reddy	210,200	0.15	Â	210,200	0.15	Â	Â
11	Smt. Upasana Kamineni	217,276	0.16	Â	217,276	0.16	Â	Â
12	Shri. Puansh Kamineni	212,200	0.15	-	212,200	0.15	-	-
13	Smt. Anuspala Kamineni	259,174	0.19	Â	259,174	0.19	Â	Â
14	Shri. Konda Anindith Reddy	230,200	0.17	-	230,200	0.17	-	-
15	Shri. Konda Vishwajit Reddy	222,300	0.16	Â	222,300	0.16	Â	Â
16	Shri. Konda Viraj Madhav Reddy	168,224	0.12	-	168,224	0.12	-	-
17	Shri. P. Vijay Kumar Reddy	8,957	0.01	Â	8,957	0.01	Â	Â
18	Shri. P. Dwaraknath Reddy	18,000	0.01	-	18,000	0.01	-	-
19	Shri. Anil Kamineni	20	Â	Â	20	Â	Â	Â
20	Shri. K Vishweshwar Reddy	1,577,350	1.13	0.54	1,577,350	1.13	1.13	-
21	PCR Investments Limited	27,223,124	19.57	15.67	27,223,124	19.57	18.48	Â
22	Obul Reddy Investments Private Limited	11,200	0.01	-	11,200	0.01	-	-
23	Indian Hospitals Corporation Limited	51,520	0.04	Â	61,704	0.05	Â	0.01
Â	Total	47,842,479	34.39	23.54	47,852,663	34.40	26.88	0.01

(iii) Change in Promoters' Shareholding

Sl. No	Shareholders Name	Shareholding at the beginning of the year (As on 1st April 2018) \|		Shareholding at the end of the year (As on 31st March 2019)
Sl. No	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
1	Dr. Prathap C Reddy At the beginning of the year At the end of the year	5,445,464	3.91	5,445,464 5,445,464	3.91 3.91
2	Smt. Sucharitha P Reddy At the beginning of the year At the end of the year	569,800	0.41	569,800 569,800	0.41 0.41
3	Smt. Preetha Reddy At the beginning of the year	2,193,915	1.58	2,193,915	1.58
Â	At the end of the year	Â	Â	2,193,915	1.58
4	Smt. Suneeta Reddy At the beginning of the year	3,381,595	2.43	3,381,595	2.43
Â	At the end of the year	Â	Â	3,381,695	2.43
5	Smt. Shobana Kamineni	Â	Â	Â	Â
Â	At the beginning of the year	2,239,952	1.61	2,239,952	1.61
Â	At the end of the year	Â	Â	2,239,952	1.61
6	Smt. Sangita Reddy	Â	Â	Â	Â
Â	At the beginning of the year	2,432,508	1.75	2,432,508	1.75
Â	At the end of the year	Â	Â	2,432,508	1.75
7	Shri. Karthik Anand	Â	Â	Â	Â
Â	At the beginning of the year	330,600	0.24	330,600	0.24
Â	At the end of the year	Â	Â	330,600	0.24
8	Shri. Harshad Reddy	Â	Â	Â	Â
Â	At the beginning of the year	320,200	0.23	320,200	0.23
Â	At the end of the year	Â	Â	320,200	0.23
9	Smt. Sindoori Reddy	Â	Â	Â	Â
Â	At the beginning of the year	518,600	0.37	518,600	0.37
Â	At the end of the year	Â	Â	518,600	0.37
10	Shri. Aditya Reddy	Â	Â	Â	Â
Â	At the beginning of the year	210,200	0.15	210,200	0.15
Â	At the end of the year	Â	Â	210,200	0.15
11	Smt. Upasana Kamineni	Â	Â	Â	Â
Â	At the beginning of the year	217,276	0.16	217,276	0.16
Â	At the end of the year	Â	Â	217,276	0.16
12	Shri. Puansh Kamineni	Â	Â	Â	Â
Â	At the beginning of the year	212,200	0.15	212,200	0.15
Â	At the end of the year	Â	Â	212,200	0.15

Sl. No	Shareholders Name	Shareholding at the beginning of the year (As on 1st April 2018)		Shareholding at the end of the year (As on 31st March 2019)
Sl. No	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
13	Smt. Anuspala Kamineni At the beginning of the year	259,174	0.19	259,174	0.19
Â	At the end of the year	Â	Â	259,174	0.19
14	Shri. Konda Anindith Reddy At the beginning of the year	230,200	0.17	230,200	0.17
Â	At the end of the year	Â	Â	230,200	0.17
15	Shri. Konda Vishwajit Reddy	Â	Â	Â	Â
Â	At the beginning of the year	222,300	0.16	222,300	0.16
Â	At the end of the year	Â	Â	222,300	0.16
16	Shri. Konda Viraj Madhav Reddy	Â	Â	Â	Â
Â	At the beginning of the year	168,224	0.11	168,224	0.12
Â	At the end of the year	Â	Â	168,224	0.12
17	Shri. P. Vijay Kumar Reddy	Â	Â	Â	Â
Â	At the beginning of the year	8,957	0.01	8,957	0.01
Â	At the end of the year	Â	Â	8,957	0.01
18	Shri. P. Dwaraknath Reddy	Â	Â	Â	Â
Â	At the beginning of the year	18,000	0.01	18,000	0.01
Â	At the end of the year	Â	Â	18,000	0.01
19	Shri. Anil Kamineni	Â	Â	Â	Â
Â	At the beginning of the year	20	-	20	Â
Â	At the end of the year	Â	Â	20	Â
20	Shri. K Vishweshwar Reddy	Â	Â	Â	Â
Â	At the beginning of the year	1,577,350	1.13	1,577,350	1.13
Â	At the end of the year	Â	Â	1,577,350	1.13
21	PCR Investments Limited	Â	Â	Â	Â
Â	At the beginning of the year	27,223,124	19.57	27,223,124	19.57
Â	At the end of the year	Â	Â	27,223,124	19.57
22	Obul Reddy Investments Private Limited	Â	Â	Â	Â
Â	At the beginning of the year	11,200	0.01	11,200	0.01
Â	At the end of the year	Â	Â	11,200	0.01
23	Indian Hospitals Corporation Ltd	Â	Â	Â	Â
Â	At the beginning of the year	51,520	0.04	51,520	0.04
Â	14-May-2018-Market Purchase	Â	Â	10,184	0.01
Â	At the end of the year	Â	Â	61,704	0.05

Note: The cumulative shareholding column reflects the balance as on day end.

(iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters & Holders of GDRs)

~Sl No	Shareholders Name	Shareholding at the beginning of the year (As on 1st April 2018)		Cumulative shareholding during the year
~Sl No	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
1	Oppen heimer Developing Markets Fund	Â	Â	Â	Â
Â	At the beginning of the year	11,818,039	8.50	11,818,039	8.50
Â	27-Jul-2018 - Market Sale	(343,119)	(0.25)	11,474,920	8.25
Â	03-Aug-2018- Market Sale	(172,306)	(0.12)	11,302,614	8.13
Â	31-Aug-2018- Market Sale	(256,416)	(0.18)	11,046,198	7.95
Â	07-Sep-2018- Market Sale	(401,848)	(0.29)	10,644,350	7.66
Â	14-Sep-2018- Market Sale	(593,931)	(0.43)	10,050,419	7.23
Â	21-Sep-2018- Market Sale	(913,197)	(0.66)	9,137,222	6.57
Â	28-Sep-2018- Market Sale	(2,135,895)	(1.54)	7,001,327	5.03
Â	11-Jan-2019- Market Sale	(525,031)	(0.38)	6,476,296	4.65
Â	15-Feb-2019- Market Sale	(1,464,622)	(1.05)	5,011,674	3.60
Â	22-Feb-2019- Market Sale	(2,451,603)	(1.76)	2,560,071	1.84
Â	01-Mar-2019- Market Sale	(1,482,042)	(1.07)	1,078,029	0.77
Â	08-Mar-2019- Market Sale	(771,299)	(0.55)	306,730	0.22
Â	15-Mar-2019- Market Sale	(306,730)	(0.22)	-	-
Â	At the end of the year	Â	Â	Â	Â
2	Nordea 1 SICAV- Emerging Markets Focus Equity	Â	Â	Â	Â
Â	At the beginning of the year	3,020,601	2.17	3,020,601	2.17
Â	06-Apr-2018- Market Sale	(66,142)	(0.05)	2,954,459	2.12
Â	13-Apr-2018- Market Sale	(58,754)	(0.04)	2,895,705	2.08
Â	20-Apr-2018- Market Sale	(25,803)	(0.02)	2,869,902	2.06
Â	27-Apr-2018 - Market Purchase	12,289	0.01	2,882,191	2.07
Â	18-May-2018- Market Sale	(100,395)	(0.07)	2,781,796	2.00
Â	25-May-2018- Market Sale	(147,430)	(0.11)	2,634,366	1.89
Â	01-Jun-2018- Market Sale	(69,920)	(0.05)	2,564,446	1.84
Â	06-Jul-2018 - Market Purchase	7,449	0.01	2,571,895	1.85
Â	27-Jul-2018 - Market Sale	(1,925)	Â	2,569,970	1.85
Â	24-Aug-2018- Market Sale	(29,998)	(0.02)	2,539,972	1.83
Â	31-Aug-2018- Market Sale	(90,725)	(0.07)	2,449,247	1.76
Â	07-Sep-2018 - Market Purchase	11,935	0.01	2,461,182	1.77
Â	28-Sep-2018- Market Sale	(3,206)	-	2,457,976	1.77
Â	19-0ct-2018- Market Sale	(42,544)	(0.03)	2,415,432	1.74
Â	23-Nov-2018 - Market Sale	(75,335)	(0.05)	2,340,097	1.69
Â	30-Nov-2018 - Market Sale	(129,909)	(0.09)	2,210,188	1.60
Â	21-Dec-2018- Market Sale	(32,337)	(0.02)	2,177,851	1.58
Â	31-Dec-2018- Market Sale	(26,774)	(0.02)	2,151,077	1.56
Â	11-Jan-2019- Market Sale	(6,377)	(0.01)	2,144,700	1.55
Â	18-Jan-2019- Market Sale	(42,833)	(0.03)	2,101,867	1.52
Â	01-Feb-2019- Market Sale	(4,917)	Â	2,096,950	1.52
Â	08-Feb-2019- Market Sale	(14,647)	(0.01)	2,082,303	1.51
Â	01-Mar-2019- Market Sale	(345,162)	(0.25)	1,737,141	1.26
Â	08-Mar-2019- Market Sale	(572,249)	(0.41)	1,164,892	0.85
Â	15-Mar-2019- Market Sale	(437,236)	(0.32)	727,656	0.53
Â	22-Mar-2019- Market Sale	(229,267)	(0.17)	498,389	0.36
Â	29-Mar-2019- Market Sale	(437,297)	(0.32)	61,092	0.04
Â	At the end of the year	Â	Â	61,092	0.04
3	Schroder International Selection Fund Asian Opportunities	Â	Â	Â	Â
Â	At the beginning of the year	2,550,181	1.83	2,550,181	1.83
Â	15-Feb-2019 - Market Purchase	594,641	0.43	3,144,822	2.26
Â	At the end of the year	Â	Â	3,144,822	2.26
4	Munchener Ruckversicherungsgesellschaft Aktiengesellschaft In Munchen	Â	Â	Â	Â
Â	At the beginning of the year	2,397,380	1.72	2,397,380	1.72
Â	At the end of the year	Â	Â	2,397,380	1.72
5	Life Insurance Corporation of India	Â	Â	Â	Â
Â	At the beginning of the year	2,036,004	1.46	2,036,004	1.46
Â	06-Jul-2018 - Market Purchase	163,794	0.12	2,199,798	1.58
Â	13-Jul-2018- Market Purchase	444,607	0.32	2,644,405	1.90
Â	20-Jul-2018- Market Purchase	383,182	0.28	3,027,587	2.18
Â	27-Jul-2018- Market Purchase	219,049	0.16	3,246,636	2.34
Â	03-Aug-2018- Market Purchase	137,102	0.10	3,383,738	2.44
Â	10-Aug-2018- Market Purchase	128,228	0.09	3,511,966	2.51

SI No	Shareholders Name	Shareholding at the beginning of the year (As on 1st April 2018)		Cumulative shareholding during the year
SI No	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
Â	17-Aug-2018- Market Purchase	50,000	0.04	3,561,966	2.55
Â	31-Aug-2018- Market Purchase	387,264	0.28	3,949,230	2.83
Â	07-Sep-2018 - Market Purchase	479,197	0.34	4,428,427	3.17
Â	14-Sep-2018 - Market Purchase	237,467	0.17	4,665,894	3.34
Â	21-Sep-2018 - Market Purchase	494,133	0.36	5,160,027	3.70
Â	28-Sep-2018 - Market Purchase	780,770	0.56	5,940,797	4.26
Â	05-0ct-2018- Market Purchase	326105	0.23	6,266,902	4.49
Â	12-0ct-2018- Market Purchase	229,069	0.17	6,495,971	4.66
Â	19-0ct-2018- Market Purchase	234,056	0.17	6,730,027	4.83
Â	21-Dec-2018- Market Purchase	73,032	0.05	6,803,059	4.88
Â	28-Dec-2018- Market Purchase	113,923	0.08	6,916,982	4.96
Â	31-Dec-2018- Market Purchase	23,833	0.02	6,940,815	4.99
Â	04-Jan-2019- Market Purchase	135,422	0.10	7,076,237	5.09
Â	11-Jan-2019- Market Purchase	145,056	0.10	7,221,293	5.19
Â	18-Jan-2019- Market Purchase	64,314	0.05	7,285,607	5.24
Â	25-Jan-2019- Market Purchase	146,500	0.11	7,432,107	5.35
Â	01-Feb-2019- Market Purchase	182,815	0.13	7,614,922	5.48
Â	08-Feb-2019- Market Purchase	178,073	0.12	7,792,995	5.60
Â	15-Feb-2019- Market Purchase	107,319	0.08	7,900,314	5.68
Â	At the end of the year	Â	Â	7,900,314	5.68
6	SBI EFT BSE 100	Â	Â	Â	Â
Â	At the beginning of the year	1,782,358	1.28	1,782,358	1.28
Â	18-May-2018- Market Purchase	82	Â	1,782,440	1.28
Â	20-Ju[-2018- Market Sale	(63,157)	(0.05)	1,719,283	1.23
Â	10-Aug-2018- Market Sale	(281,494)	(0.20)	1,437,789	1.03
Â	17-Aug-2018- Market Sale	(264,748)	(0.19)	1,1730,41	0.84
Â	24-Aug-2018- Market Sale	(30,000)	(0.02)	1,143,041	0.82
Â	31-Aug-2018- Market Sale	(20,082)	(0.01)	1,122,959	0.81
Â	07-Sep-2018- Market Sale	(216,882)	(0.16)	906,077	0.65
Â	28-Sep-2018- Market Purchase	52,809	0.04	958,886	0.69
Â	05-0ct-2018- Market Sale	(19,997)	(0.01)	938,889	0.68

SI No	Shareholders Name	Shareholding at the beginning of the year (As on 1st April 2018)		Cumulative shareholding during the year
SI No	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
Â	12-0ct-2018- Market Sale	(51,449)	(0.04)	887,440	0.64
Â	19-0ct-2018- Market Sale	(35,500)	(0.03)	851,940	0.61
Â	02-Nov-2018- Market Sale	(578,022)	(0.42)	273,918	0.19
Â	09-Nov-2018- Market Sale	(72,527)	(0.05)	201,391	0.14
Â	16-Nov-2018- Market Sale	(200,051)	(0.14)	1,340	-
Â	30-Nov-2018- Market Sale	(557)	-	783	Â
Â	29-Mar-2019- Market Sale	(440)	Â	343	-
Â	At the end of the year	Â	Â	343	-
7	Sanford C Bernsteim Fund, Inc - Tax Managed	Â	Â	Â	Â
Â	At the beginning of the year	1,609,580	1.16	1,609,580	1.16
Â	22-Jun-2018- Market Sale	(22,499)	(0.02)	1,587,081	1.14
Â	29-Jun-2018- Market Sale	(192,380)	(0.14)	1,394,701	1.00
Â	06-Jul-2018- Market Sale	(14,721)	(0.01)	1,379,980	0.99
Â	28-Sep-2018- Market Sale	(85,085)	(0.06)	1,294,895	0.93
Â	05-0ct-2018- Market Sale	(157,125)	(0.11)	1,137,770	0.82
Â	23-Nov-2018- Market Sale	(138,744)	(0.10)	999,026	0.72
Â	30-Nov-2018- Market Sale	(99,346)	(0.07)	899,680	0.65
Â	22-Mar-2019- Market Sale	(56,340)	(0.04)	843,340	0.61
Â	At the end of the year	Â	Â	843,340	0.61
8	Mirae Asset Tax Saver Fund	Â	Â	Â	Â
Â	At the beginning of the year	1,531,385	1.10	1,531,385	1.10
Â	08-Jun-2018 - Market Purchase	15,000	0.01	1,546,385	1.11
Â	06-Jul-2018- Market Purchase	25,000	0.02	1,571,385	1.13
Â	13-Jul-2018- Market Purchase	45,500	0.03	1,616,885	1.16
Â	20-Jul-2018- Market Purchase	174,018	0.13	1,790,903	1.29
Â	17-Aug-2018- Market Purchase	10,000	0.01	1,800,903	1.30
Â	24-Aug-2018- Market Sale	(130,000)	(0.09)	1,670,903	1.21
Â	31-Aug-2018- Market Sale	(221,198)	(0.16)	1,449,705	1.05
Â	07-Sep-2018- Market Sale	(10,000)	(0.01)	1,439,705	1.04
Â	28-Sep-2018- Market Purchase	6,124	-	1,445,829	1.04
Â	05-0ct-2018- Market Sale	(258,802)	(0.19)	1,187,027	0.85

Sl.No	Shareholders Name	Shareholding at the beginning of the year (As on 1st April 2018)		Cumulative shareholding during the year
Sl.No	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
Â	12-0ct-2018- Market Sale	(100,000)	(0.07)	1,087,027	0.78
Â	09-Nov-2018- Market Sale	(100,000)	(0.07)	987,027	0.71
Â	16-Nov-2018- Market Sale	(500,000)	(0.36)	487,027	0.35
Â	23-Nov-/2018- Market Sale	(59,662)	(0.04)	427,365	0.31
Â	30-Nov-/2018- Market Sale	(637)	-	426,728	0.31
Â	07-Dec-2018- Market Sale	(354,854)	(0.26)	71,874	0.05
Â	15-Mar-2019- Market Purchase	5,000	-	76,874	0.05
Â	At the end of the year	Â	Â	76,874	0.05
9	Morgan Stanley Investment Funds Emerging Lead	Â	Â	Â	Â
Â	At the beginning of the year	1,506,302	1.08	1,506,302	1.08
Â	13-Apr-2018- Market Sale	(46,416)	(0.03)	1,459,886	1.05
Â	11-May-2018- Market Purchase	142,462	0.10	1,602,348	1.15
Â	25-May-2018- Market Purchase	15,520	0.01	1,617,868	1.16
Â	01-Jun-2018- Market Purchase	25,757	0.02	1,643,625	1.18
Â	08-Jun-2018- Market Sale	(21,553)	(0.02)	1,622,072	1.16
Â	22-Jun-2018- Market Sale	(48,126)	(0.04)	1,573,946	1.12
Â	13-Jul-2018- Market Sale	(37,418)	(0.03)	1,536,528	1.09
Â	27-Jul-2018- Market Purchase	53,210	0.04	1,589,738	1.13
Â	17-Aug-2018- Market Purchase	84,262	0.06	1,674,000	1.19
Â	31-Aug-2018- Market Purchase	13,182	0.01	1,687,182	1.20
Â	28-Sep-2018- Market Purchase	8,877	0.01	1,696,059	1.21
Â	12-0ct-2018- Market Purchase	7,583	0.01	1,703,642	1.22
Â	16-Nov-2018- Market Sale	(66,347)	(0.05)	1,637,295	1.17
Â	23-Nov-2018- Market Sale	(50,825)	(0.04)	1,586,470	1.13
Â	18-Jan-2019- Market Sale	(12,709)	(0.01)	1,573,761	1.12
Â	25-Jan-2019- Market Sale	(28,864)	(0.02)	1,544,897	1.10
Â	15-Feb-2019- Market Sale	(23,186)	(0.01)	1,521,711	1.09
Â	01-Mar-2019- Market Sale	(24,894)	(0.01)	1,496,817	1.08
Â	15-Mar-2019- Market Purchase	30,335	0.02	1,527,152	1.10
Â	At the end of the year	Â	Â	1,527,152	1.10

SI No	Shareholders Name	Shareholding at the beginning of the year (As on 1st April 2018)		Cumulative shareholding during the year
SI No	Shareholders Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
10	Vanguard Emerging Markets Stock Fund	Â	Â	Â	Â
Â	At the beginning of the year	1,266,947	0.91	1,266,947	0.91
Â	04-May-2018- Market Sale	(3,320)	Â	1,263,627	0.91
Â	11-May-2018- Market Sale	(3,154)	-	1,260,473	0.91
Â	01-Jun-2018- Market Sale	(2,490)	-	1,257,983	0.91
Â	15-Jun-2018- Market Sale	(2,490)	Â	1,255,493	0.91
Â	22-Jun-2018- Market Sale	(7,339)	(0.01)	1,248,154	0.90
Â	29-Jun-2018- Market Sale	(11,814)	(0.01)	1,236,340	0.89
Â	06-Jul-2018- Market Sale	(4,833)	Â	1,231,507	0.89
Â	13-Jul-2018- Market Sale	(7,697)	(0.01)	1,223,810	0.88
Â	12-0ct-2018- Market Purchase	46,709	0.03	1,270,519	0.91
Â	19-0ct-2018- Market Purchase	22,622	0.02	1,293,141	0.93
Â	26-Oct-2018- Market Purchase	33,181	0.02	1,326,322	0.95
Â	16-Nov-2018- Market Purchase	2,460	-	1,328,782	0.95
Â	23-Nov-2018- Market Purchase	6,396	0.01	1,335,178	0.96
Â	07-Dec-2018- Market Purchase	3,116	-	1,338,294	0.96
Â	21-Dec 2018- Market Purchase	8,856	0.01	1,347,150	0.97
Â	01-Feb-2019- Market Purchase	8,758	0.01	1,355,908	0.98
Â	08-Feb-2019- Market Purchase	27,935	0.02	1,383,843	1.00
Â	29-Mar-2019- Market Purchase	3,473	Â	1,387,316	1.00
Â	At the end of the year	Â	Â	1,387,316	1.00

Note: The cumulative shareholding column reflects the balance as on day end.

(v) Shareholding of Directors and Key Managerial Personnel

Â	Â	Shareholding at the beginning or the year (As on 1st April 2018)		Cumulative shareholding during the year
Â	Name	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
Â	DIRECTORS	Â	Â	Â	Â
1	Dr. Prathap C Reddy	Â	Â	Â	Â
Â	At the beginning of the year	5,445,464	3.91	5,445,464	3.91
Â	At the end of the year	Â	Â	5,445,464	3.91
2	Smt. Preetha Reddy	Â	Â	Â	Â
Â	At the beginning of the year	2,193,915	1.58	2,193,915	1.58
Â	At the end of the year	Â	Â	2,193,915	1.58
3	Smt. Suneeta Reddy	Â	Â	Â	Â
Â	At the beginning of the year	3,381,695	2.43	3,381,695	2.43
Â	At the end of the year	Â	Â	3,381,695	2.43
4	Smt. Shobana Kamineni	Â	Â	Â	Â
Â	At the beginning of the year	2,239,952	1.61	2,239,952	1.61
Â	At the end of the year	Â	Â	2,239,952	1.61
5	Smt. Sangita Reddy	Â	Â	Â	Â
Â	At the beginning of the year	2,432,508	1.75	2,432,508	1.75
Â	At the end of the year	Â	Â	2,432,508	1.75
6	Shri. N. Vaghul	Â	Â	Â	Â
Â	(ceased to be a director w.e.f 1st April 2019)	Â	Â	Â	Â
Â	At the beginning of the year	-	-	-	-
Â	At the end of the year	Â	Â	Â	Â
7	Shri. Deepak Vaidya	Â	Â	Â	Â
Â	(ceased to be a director w.e.f 5th Sept 2018)	Â	Â	Â	Â
Â	At the beginning of the year	Â	Â	Â	Â
Â	At the end of the year	-	-	-	-
8	Shri. G. Venkatraman	Â	Â	Â	Â
Â	(ceased to be a director w.e.f 1st April 2019)	Â	Â	Â	Â
Â	At the beginning of the year	-	-	-	-
Â	At the end of the year	Â	Â	Â	Â
9	Shri. Sanjay Nayar	Â	Â	Â	Â
Â	(ceased to be a director w.e.f. 9th Feb 2019)	Â	Â	Â	Â
Â	At the beginning of the year	Â	Â	Â	Â
Â	At the end of the year	-	-	-	-
10	Shri. Vinayak Chatterjee	Â	Â	Â	Â
Â	At the beginning of the year	Â	Â	Â	Â
Â	At the end of the year	-	-	-	-
11	Dr. T. Rajgopal	Â	Â	Â	Â
Â	At the beginning of the year	-	-	-	-
Â	At the end of the year	Â	Â	Â	Â
12	Shri. BVR Mohan Reddy	Â	Â	Â	Â
Â	(ceased to be a director w.e.f 20th Aug 2018)	Â	Â	Â	Â
Â	At the beginning of the year	Â	Â	Â	Â
Â	At the end of the year	-	-	-	-
13.	Dr. Murali Doraiswamy	Â	Â	Â	Â
Â	(appointed as a Director w.e.f 27th September 2018)	Â	Â	Â	Â
Â	At the beginning of the year	-	-	-	-
Â	At the end of the year	Â	Â	Â	Â
14	Smt. V. Kavitha Dutt	Â	Â	Â	Â
Â	(appointed as a Director w.e.f 9th February 2019)	Â	Â	Â	Â
Â	At the beginning of the year	Â	Â	Â	Â
Â	At the end of the year	-	-	-	-
15	Shri. MBN Rao	Â	Â	Â	Â
Â	(appointed as a Director w.e.f 9th February 2019)	Â	Â	Â	Â
Â	At the beginning of the year	400	-	400	-
Â	At the end of the year	Â	Â	400	Â
Â	KEY MANAGERIAL PERSONNEL	Â	Â	Â	Â
16	Shri. Krishnan Akhileswaran	Â	Â	Â	Â
Â	At the beginning of the year	4	Â	4	Â
Â	At the end of the year	-	-	4	-
17	Shri. S.M. Krishnan	Â	Â	Â	Â
Â	At the beginning of the year	Â	Â	Â	Â
Â	At the end of the year	-	-	-	-

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Â	Â	Â	Â	Â	(Rs. in million)
No	Particulars	Secured Loans	Unsecured Loans	Deposits	Total Indebtedness
Indebtness at the beginning of the financial year		Â	Â	Â	Â
i)	Principal Amount	25,118	4,796	96	30,010
ii)	Interest due but not paid	-	-	-	-
"0	Interest accrued but not due	390	6	2	398
Total (i+ii+iii)		25,508	4,802	98	30,408
Change in Indebtedness during the financial year		Â	Â	Â	Â
Â	Additions	2,609	2,721	Â	5,329
Â	Reduction	1,164	1,701	83	2,948
Â	Net Change	1,444	1,020	(83)	2,381
Indebtness at the end of the financial year		Â	Â	Â	Â
i)	Principal Amount	26,562	5,816	13	32,391
ii)	Interest due but not paid	-	-	-	-
iii)	Interest accrued but not due	309	14	Â	323
Total (i+ii+iii)		26,871	5,830	13	32,714

VI Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole time director and/or Manager

Â	Â	Â	Â	Â	Â	Â	(Rs.in million)
Sl.	Â	Name of the MD/WTD/Manager					Total Amount
No	Particulars of Remuneration	Dr. Prathap C Reddy	Smt. Preetha Reddy	Smt. Suneeta Reddy	Smt. Shobana KaminenL	Smt. Sangita Reddy	Total Amount
1	Gross salary	Â	Â	Â	Â	Â	Â
Â	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	73.42	39.63	39.63	39.63	39.63	231.94
Â	(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961	Â	Â	Â	Â	Â	Â
Â	(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961	-	-	-	-	-	-
2	Stock option	NA	NA	NA	NA	NA	NA
3	Sweat Equity	NA	NA	NA	NA	NA	NA
4	Commission as % of profit	23.19	Â	Â	Â	-	23.19
Â	others (specify)	Â	-	-	-	Â	Â
5	Others, please specify	-	Â	Â	Â	-	-
Â	Total (A)	96.61	39.63	39.63	39.63	39.63	255.13

Ceiling as per the Act, Rs.483 million (being 10% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013)

B. Remuneration to other directors:

(Rs. in million)

Sl No.

Particulars of Remuneration

Shri Deepak Vaidya

Shri. N. Vaghul

Smt. G Venkatraman

Shri. Sanjay Nayar

Vinayak Chatterjee

Dr.T. Rajgopal

Shri. BVR Mohan Reddy

Dr. Murali Doraiswamy

Smt.Kavitha Dutt -

Shri. MBN

Amount

independent

Directors

(a) Fee for attending

Board committee

0.25

0.50

0.85

0.15

0.40

0.60

0.15

0.10

0.15

3.30

meetings

(b) Commission

0.54

1.25

1.08

1.25

0.48

0.63

0.17

8.07

specify

Total (1)

0.79

1.75

2.10

1.23

1.65

1.85

0.63

0.78

0.27

0.32

11.37

Other Non Executive

Directors

(a) Fee for attending

Board committee

meetings

(b) Commission

specify.

Total (2)

Total (B) = (1+2)

0.79

1.75

2.10

1.23

1.65

1.85

0.63

0.78

0.27

0.32

11.37

Total Managerial

266.50

Remuneration (A)+(B)

Overall Ceiling as per the Act Rs. 531.30 Million (being 11% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Â	Â	Â	Â	(Rs. in million)
Â	Particulars of Remuneration	Key Managerial Personnel		Total
1	Gross Salary (a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.	CFO 20.07	Company Secretary 6.94	27.01
Â	(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	-	Â	-
Â	(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961	-	-	-
Â	(d) Stock Option	-	Â	-
2	Sweat Equity	NA	NA	NA
3	Commission	-	-	-
4	as % of profit	NA	NA	NA
Â	others, specify	NA	NA	NA
5	Others, please specify	-	-	-
Â	Total	20.07	6.94	27.01

(VII) Penalties/ Punishment/Compounding of Offences

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority (RD/ NCLT/Court)	Appeal made if any (give details)
A. COMPANY Penalty Punishment Compounding	Â	Â	Â	Â	Â
B. DIRECTORS Penalty Punishment Compounding	Â	Â	NIL	Â	Â
C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding	Â	Â	Â	Â	Â

Mar 31, 2018

The Directors are pleased to present the THIRTY SEVENTH ANNUAL REPORT and the audited financial statements for the year ended 31st March 2018.

Financial Results (Standalone)

(Rs.in million)

Particulars	Year ended March 31, 2018	Year ended March 31, 2017
Income from operations	71,956	63,272
Profit before Exceptional Items and Taxation	3,301	3,589
Profit after Exceptional Items before Tax	3,301	3,589
Provision for Tax	969	738
Profit for the Period	2,332	2,851
Earnings per Share (Rs.)	16.76	20.50

Results of Operations

During the year under review, the income from operations of the Company increased to Rs.71,956 million compared to Rs.63,272 million in the previous year, registering a growth of 14%. The profit after tax for the year stood at Rs.2,332 million compared with Rs.2,851 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased to Rs.82,756 million compared to Rs.72,782 million registering an impressive growth of 14%. Net profit after minority interest for the group stood at Rs.595 million.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 (âthe Actâ) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Companies Act, 2013 the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Companyâs website: www.apollohospitals.com. The documents will also be available for inspection during the business hours at the registered office of the Company.

Material Changes affecting the Company

Dividend

The Board of Directors have recommended a dividend of Rs.5 per equity share (100% on face value of Rs.5 per share) on the paid-up equity share capital of the Company for the financial year ended 31st March 2018 amounting to Rs.837.24 million inclusive of tax of Rs.141.61 million, which if approved, at the forthcoming Annual General Meeting on 27th September 2018, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 14th September 2018. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from Saturday, 15th September 2018 to Thursday, 27th September 2018 (both days inclusive).

Credit Rating

CRISIL has rated the companyâs debt instruments as AA indicating a high degree of safety.

India Ratings and Research (Ind-RA) (a Fitch Group Company) has assigned the Companyâs long term debt and Non-Convertible Debentures (NCDs), an IND AA Rating with a stable outlook.

Subsidiaries, Associate Companies and Joint Ventures

At the beginning of the year, your Company had eighteen direct subsidiaries and four step down subsidiaries, three joint ventures and four associate companies. As on 31st March 2018, your Company had eighteen direct subsidiaries, seven step down subsidiaries, three joint ventures, and four associate companies.

The statement containing the summarized financial position of the subsidiary companies viz., Apollo Home Healthcare (I) Ltd (AHHCL), AB Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Hospitals Singapore Pte Limited (AHSPL), Apollo Health and Lifestyle Limited (AHLL), Western Hospitals Corporation Pvt Limited (WHCPL), Total Health (TH), Imperial Hospital and Research Centre Limited (IHRCL), Apollo Home Healthcare Limited (AHHL), Apollo Nellore Hospital Limited (ANHL), Sapien BioSciences Pvt Limited (SBPL), Apollo Rajshree Hospitals Pvt Limited (ARHL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Hospitals International Limited (AHIL), Future Parking Private Limited (FPPL), Apollo Healthcare Technology Solutions Limited (AHTSL), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Pvt Limited (ASHPL), Alliance Dental Care Limited (ADCL), Apollo Dialysis Private Limited (ADPL), Apollo CVHF Limited, Apollo Bangalore Cradle Limited and Kshema Healthcare Private Limited pursuant to Section 129 read with Rules 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report.

1. Apollo Home Healthcare (India) Limited (AHHCL)

AHHCL, a wholly owned subsidiary of the Company recorded a revenue of Rs.2.67 million, and net loss of Rs.19.18 million.

2. AB Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2018, ABMCL recorded an income of Rs.7.12 million and a net profit of Rs.5.61 million.

3. Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March, 2018, SHEL recorded an income of Rs.399.91 million and a net profit of Rs.67.87 million.

4. Apollo Health and Lifestyle Limited (AHLL)

AHLL, is a 68.64% subsidiary of the Company engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended 31st March, 2018, AHLL recorded an income of Rs.4,712.39 million and a net loss of Rs.1,652.16 million.

5. Western Hospitals Corporation Private Limited (WHCPL)

WHCPL, a wholly owned subsidiary of the Company, for the year ended 31st March 2018, recorded an income of Rs.18.34 million and a net profit of Rs.12.95 million.

6. Total Health (TH)

TH, a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, is engaged in carrying on CSR activities in the field of community/rural development.

7 Apollo Hospital (UK) Limited (AHUKL)

AHUKL is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

8. Apollo Hospitals Singapore Pte Limited (AHSPL)

AHSPL is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

9. Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, a 90% subsidiary of the company owns a 290 bed multi-specialty hospital at Bengaluru. For the year ended 31st March, 2018, IHRCL recorded an income of Rs.2,265.91 million and a net profit of Rs.90.03 million.

10. Apollo Home Healthcare Limited (AHHL)

AHHL, a 74% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded revenues of Rs.266.28million and a net loss of Rs.81.92 million.

11. Apollo Nellore Hospital Limited (ANHL)

ANHL a 79.44% subsidiary of the Company has leased out its land at Nellore to the Company. ANHL recorded revenues of Rs.7.90 million and a net profit of Rs.6.27 million.

12. Sapien Biosciences Private Ltd (SBPL)

SBPL, is a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2018, SBPL recorded revenues of Rs.19.68 million and a net profit of Rs.1.88 million.

13. Apollo Rajshree Hospitals Private Ltd (ARHL)

ARHL, a 54.63% subsidiary of the company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2018, ARHL recorded an income of Rs.562.83 million and a net loss of Rs.51.76 million.

14. Apollo Lavasa Health Corporation Limited (ALHCL)

ALHCL, a 51% subsidiary of the company, runs a hospital at Lavasa. For the year ended 31st March, 2018, ALHCL recorded an income of Rs.5.88 million and a net loss of Rs.37.73 million.

15. Assam Hospitals Limited (AHL)

AHL, a 61.24% subsidiary of the company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2018, AHL recorded an income of Rs.1,266.37 million and a net profit of Rs.41.68 million.

16. Apollo Hospitals International Limited (AHIL)

AHIL, a 50% subsidiary of the company, runs a multi speciality hospital at Ahmedabad. For the year ended 31st March, 2018, AHIL recorded an income of Rs.1,812.47 million and a net loss of Rs.41.69 million.

17 Future Parking Private Limited (FPPL)

18. Apollo Healthcare Technology Solutions Limited (AHTSL)

AHTSL a subsidiary of the Company is yet to commence operations.

19. Apollo Speciality Hospitals Private Limited (ASHPL)

ASHPL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running day surgery centres. For the year ended 31st March, 2018, ASHPL recorded an income of Rs.2,390.74 million and a net loss of Rs.978.22 million.

20. Apollo Sugar Clinics Limited (ASCL)

ASCL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2018, ASCL recorded an income of Rs.191.98 million and a net loss of Rs.83.53 million.

21.Alliance Dental Care Limited (ADCL)

ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental clinics. For the year ended 31st March 2018, ADCL recorded a revenue of Rs.305.54 million and a net loss of Rs.84.69 million.

22. Apollo Dialysis Private Ltd (ADPL)

ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centers. For the year ended 31st March 2018, ADPL recorded a revenue of Rs.77.48 million and a net loss of Rs.12.78 million.

23. Apollo CVHF Limited (CVHF)

CVHF, a subsidiary of Apollo Hospitals International Limited is in the business of providing healthcare services and yet to commence its operations.

24. Apollo Bangalore Cradle Limited (ABCL)

ABCL, a subsidiary of Apollo Speciality Hospitals Private Limited is yet to commence operations.

25. Kshema Healthcare Private Limited (KHPL)

KHPL, a subsidiary of Apollo Speciality Hospitals Private Limited is yet to commence operations.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

Business Responsibility Report

Sexual Harassment

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at work place. During the year 4 complaints was received under the policy, all of which were disposed off.

Vigil Mechanism/Whistle Blower Policy

Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

During the year, your company did not accept any deposits or renewed the existing deposits from the public.

The total outstanding deposits with the Company as on 31st March 2018 were Rs.94.77 million (Rs.150.21 million as on 31st March 2017) which include deposits for an aggregate value of Rs.14.09 million (Rs.16.62 million as on 31st March 2017) not claimed by the depositors.

Directors and other Key Managerial Personnel (KMPs)

Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive Directors and seven Independent Directors. Independent directors are appointed for a term of five years and are not liable to retire by rotation.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Preetha Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri. S.M. Krishnan, Company Secretary. There has been no change in the Key Managerial Personnel during the year.

Board Evaluation

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Risk Management

Internal Financial Controls and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The details of the internal control system and its terms of reference are set out in the Management Discussion and Analysis Report forming part of the Boardâs Report.

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Share Capital

The paid up Equity Share Capital as on March 31, 2018 was Rs.695.63 million. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2018, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Boardâs Report and none of the directors hold convertible instruments of the Company.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website www.apollohospitals.com. Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Particulars of Employees and related disclosures

Employee Stock Options

No Employee Stock Options have been granted to the employees of the Company and thus no disclosure is required.

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Rural Development, Healthcare, Education & Skill Development and Research in Healthcare. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 201 7-2018 is annexed herewith as âAnnexure Aâ.

Statutory Auditors

The Ministry of Corporate Affairs vide its notification dated 7th May 2018 has notified that the requirement of ratification of appointment of the statutory auditor, under section 139, at each annual general meeting has now been dispensed with and therefore it is not required to ratify the appointment of the statutory auditors at every Annual General Meeting and the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as statutory auditors is valid till the conclusion of the Forty First Annual General Meeting to be held during the year 2022.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) to audit the cost accounts of the Company for the financial year 2018-2019 on a remuneration of Rs.1.50 million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) is included at Item No. 7 of the Notice convening the Annual General Meeting.

The Company has maintained cost records in accordance with the provisions of Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014 in respect of the healthcare services.

Secretarial Auditors

The Board had appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 201 7-2018. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as âAnnexure Bâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors and Secretarial Auditors Report

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as âAnnexure Dâ.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : May 30, 2018 Executive Chairman

Mar 31, 2017

The Directors are pleased to present the THIRTY SIXTH ANNUAL REPORT and the audited financial statements for the year ended 31st March 2017.

Financial Results (Standalone)

(Rs. in million)

For the year ended	March 31, 2017	March 31, 2016
Income from operations	64,417	55,883
Profit before Exceptional Items and Taxation	3,589	4,428
Exceptional Items	-	(257)
Profit after Exceptional Items before Tax	3,589	4,171
Provision for Tax	738	832
Profit for the Period	2,851	3,339
Earning per Share (Rs.)	20.50	23.91

Indian Accounting Standards

The Ministry of Corporate Affairs vide a notification dated February 16, 2015, notified the Indian Accounting Standards (âInd ASâ) to be applicable to a certain class of companies including listed companies, for the accounting periods beginning on or after April 1,2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013. Accordingly, the standalone and consolidated financial statements for the financial year ended March 31, 2017, forming part of this Annual Report, have been prepared in accordance with Ind AS with a transition date of April 1, 2015.

The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.

Results of Operations

During the year under review, the income from operations of the Company increased to Rs.64,417 million compared to Rs.55,883 million in the previous year, registering a growth of 15%. The profit after tax for the year declined by 15% to Rs.2,851 million compared to Rs.3,339 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased to Rs.72,549 million compared to Rs. 62,146 million registering an impressive growth of 17%. Net profit after minority interest for the group stood at Rs.1,990 million.

Consolidated Financial Statements

In accordance with Companies Act, 2013 (âthe Actâ) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Companyâs website: www.apollohospitals.com. The documents will also be available for inspection during business hours at the registered office of the Company.

Material Changes affecting the Company

Dividend

The Board of Directors has recommended a dividend of Rs.6.00 per equity share (120% on face value of Rs.5/-per share) on the paid-up equity share capital of the company for the financial year ended 31st March 2017 amounting to Rs.1,004 million inclusive of tax of Rs.170 million, which if approved at the forthcoming Annual General Meeting on 20th September 2017, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 8th September 2017. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from Saturday, 9th September 2017 to 20th September 2017 (both days inclusive).

The Board approved and adopted a dividend distribution policy at its meeting held on 30th May 2017 which is annexed herewith as Annexure-I to this Report and also posted in the Companyâs website: www.apollohospitals.com.

Credit Rating

CRISIL has rated the companyâs debt instruments as AA indicating a high degree of safety.

India Ratings and Research (Ind-RA) (a Fitch Group Company) has assigned the Companyâs long term debt and Non-Convertible Debentures (NCDs), an IND AA Rating with a stable outlook.

Subsidiaries, Associate Companies and Joint Ventures.

At the beginning of the year, your Company had Sixteen direct subsidiaries and five step down subsidiaries, six joint ventures and three associate companies. As on 31st March 2017, your Company had eighteen direct subsidiaries, four step down subsidiaries, three joint ventures, and four associate companies.

Parking Private Ltd (FPPL), Apollo Healthcare Technology Solutions Limited (AHTSL), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Pvt Limited (ASHPL), Alliance Dental Care Limited (ADCL) and Apollo Dialysis Private Limited (ADPL), pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report.

Apollo Home Healthcare (India) Limited (AHHCL)

AHHCL, a wholly owned subsidiary of the Company recorded a revenue of Rs.0.01 million, and net profit of Rs.0.01 million.

AB Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2017, ABMCL recorded an income of Rs.6.76 million and a net profit of Rs.4.80 million.

Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March, 2017, SHEL recorded an income of Rs.309.16 million and a net loss of Rs.31.96 million.

Apollo Health and Lifestyle Limited (AHLL)

AHLL, is a 68.64% subsidiary of the Company engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended 31st March, 2017, AHLL recorded an income of Rs.3,899.13 million and a net loss of Rs.1,418.04 million.

Western Hospitals Corporation Private Limited (WHCPL)

WHCPL, a wholly owned subsidiary of the Company, for the year ended 31st March 2017, recorded an income of Rs.17.31 million and a net profit of Rs.11.18 million.

Total Health (TH)

TH, a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, is engaged in carrying on CSR activities in the field of community/rural development.

Apollo Hospital (UK) Limited (AHUKL)

AHUKL is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

Apollo Hospitals Singapore Pte Limited (AHSPL)

AHSPL is a wholly owned subsidiary of the Company and has not yet commenced its operations.

Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, a 90% subsidiary of the company owns a 240 bed multi-specialty hospital at Bengaluru. For the year ended 31st March, 2017, IHRCL recorded an income of Rs.2,111.93 million and a net profit of Rs.82.03 million.

Apollo Home Healthcare Limited (AHHL)

AHHL, a 80.87% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded revenues of Rs.190.98 million and a net loss of Rs.104.93 million.

Apollo Nellore Hospital Limited (ANHL)

ANHL a 79.44% subsidiary of the Company has leased out its land at Nellore to the Company. ANHL recorded revenues of Rs.7.80 million and a net profit of Rs.5.90 million.

Sapien Biosciences Pvt Ltd (SBPL)

SBPL, is a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2017, SBPL recorded revenues of Rs.10.55 million and a net loss of Rs.3.22 million.

Apollo Rajshree Hospitals Pvt Ltd (ARHL)

ARHL, a 54.63% subsidiary of the company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2017, ARHL recorded an income of Rs.355.03 million and a net loss of Rs.60.77 million.

Apollo Lavasa Health Corporation Limited (ALHCL)

ALHCL, a 51% subsidiary of the company, runs a hospital at Lavasa. For the year ended 31st March, 2017, ALHCL recorded an income of Rs.7.03 million and a net loss of Rs.39.06 million.

Assam Hospitals Limited (AHL)

AHL, a 59.08% subsidiary of the company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2017, AHL recorded an income of Rs.1,109.78 million and a net profit of Rs.51.34 million.

Apollo Hospitals International Limited (AHIL)

AHIL, a 50% subsidiary of the company, runs a multi speciality hospital at Ahmedabad. For the year ended 31st March, 2017, AHIL recorded an income of Rs.1,729.39 million and a net loss of Rs.12.34 million.

Future Parking Private Limited (FPPL)

FPPL, a subsidiary of the company, has been promoted for the development of Multi level Car parking at Walace Garden, Nungambakkam, Chennai. FPPL recorded and income of Rs.41.95 Million and a net loss of Rs.27.53 million.

Apollo Healthcare Technology Solutions Limited (AHTSL)

AHTSL a subsidiary of the Company is in the process of setting up the Proton Therapy Centre in Chennai which will be the first of its kind in southern hemisphere offering advanced oncology care. AHTSL is yet to commence operations.

Apollo Speciality Hospitals Pvt Limited (ASHPL)

ASHPL, a subsidiary Company of Apollo Health and Lifestyle Limited, is engaged in the business of running day surgery centres. For the year ended 31st March, 2017, ASHPL recorded an income of Rs.1,812.52 million and a net loss of Rs.1,138.63. million.

Apollo Sugar Clinics Limited (ASCL)

ASCL, a subsidiary company of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2017, ASCL recorded an income of Rs.173.77 million and a net loss of Rs.107.55 million.

Alliance Dental Care Limited (ADCL)

ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental clinics. For the year ended 31st March 2017, ADCL recorded a revenue of Rs.335.12 million and a net loss of Rs.75.90 million.

Apollo Dialysis Pvt Ltd (ADPL)

ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centres. For the year ended 31st March 2017, ADPL recorded a revenue of Rs.55.12 million and a net loss of Rs.0.42 million.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Management s Discussion and Analysis Report

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

Business Responsibility Report

Sexual Harassment

Vigil Mechanism/Whistle Blower Policy

Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

During the year, your company did not accept any deposits from the public.

The total outstanding deposits with the Company as on 31st March 2017 were Rs.150.21 million (Rs.273.41 million as on 31st March 2016) which include deposits for an aggregate value of Rs.16.12 million (Rs.18.87 million as on 31st March 2016) not claimed by the depositors.

Directors and other Key Managerial Personnel (KMPs)

Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive directors and seven Independent directors.

Independent directors are appointed for a term of five years and are not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI Listing Regulations.

The Company plans to induct new Independent Directors over the next couple of years to ensure that the process of transition on the Board with regard to Independent Directors is a smooth and gradual one .

Shri Habibullah Badsha, Shri Rafeeque Ahamed and Shri Rajkumar Menon, citing existing Professional Commitments, have resigned from the Board with effect from 14th August 2017. The Board placed on record its sincere appreciation for the valuable services rendered by these Individual Directors during their tenure.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Sangita Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

New Directors

Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended to the members that Dr.T. Rajgopal, and Shri. BVR Mohan Reddy, be appointed as Independent Directors for a term of 5 (five) consecutive years, with effect from their repective dates of appointment viz., 30th May 2017 and 14th August 2017 respectively.

The Company has received declarations from Dr.T. Rajgopal and Shri. BVR Mohan Reddy confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri. S.M. Krishnan, Company Secretary. There has been no change in the Key Managerial Personnel during the year.

Board Evaluation

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

The Board metsix times during the financialyear, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Risk Management

Internal Financial Controls and their Adequacy

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

Significant and Material Orders passed by the Regulators or Courts.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Share Capital

The paid up Equity Share Capital as on March 31, 2017 was Rs.695.63 million. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2017, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Boardâs Report and none of the directors hold convertible instruments of the Company.

Rights Issue

The Board at its meeting held on 28th May 2015 approved the proposal to undertake an issue of equity shares to the existing shareholders on a Rights basis of a sum of upto Rs.7,500 million.

The purpose of the Rights Issue was to raise long term equity capital for the Company. The Company is awaiting necessary approvals for going ahead with the Rights Issue.

Contracts and Arrangements with Related Parties

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Particulars of Employees and related disclosures

Employee Stock Options

No Employee Stock Options have been given to the employees of the Company and thus no disclosure is required.

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Rural Development, Education and Health. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2016-2017 is annexed herewith as âAnnexure Aâ.

Statutory Auditors

The Companies Act, 2013 (âthe Actâ) was notified effective April 1, 2014. Section 139 of the Act lays down the criteria for appointment and mandatory rotation of statutory auditors. Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years. The Rules also lay down the transitional period that can be served by the existing auditors depending on the number of consecutive years for which an audit firm has been functioning as auditor in the same company. The existing auditors, S. Viswanathan, LLP, Chartered Accountants (Firm Registration No. 004770S/S200025) have served the Company for over 10 years before the Act was notified and will be completing the maximum number of transitional period (three years) at the ensuing thirty sixth Annual General Meeting.

Based on the recommendations of the Audit Committee, the Board has proposed the appointment of Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration Number 117366 W/W100018) as the statutory auditors of the Company in the place of S. Viswanathan LLP, Charterd Accountant for approval of the members. Deloitte Haskins & Sells, LLP will hold office for a period of five consecutive years from the conclusion of the Thirty Sixth Annual General Meeting of the Company till the conclusion of the forty First Annual General Meeting to be held in 2022 subject to ratification at every Annual General Meeting. The first year of audit will be concerning the financial statements for the year ending March 31, 2018.

The auditors have consented and confirmed their eligibility for appointment as statutory auditors of the Company.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) to audit the cost accounts of the Company for the financial year 2017-2018 on a remuneration of Rs.1.50 million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) is included at Item No. 9 of the Notice convening the Annual General Meeting.

Secretarial Auditors

The Board has appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2016-2017. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as âAnnexure Bâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors and Secretarial Auditors Report

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as âAnnexure Dâ.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : 14th August 2017 Executive Chairman

Mar 31, 2016

The Directors are pleased to present the THIRTY FIFTH ANNUAL REPORT and the audited financial statements for the year ended 31st March 2016.

Financial Results (Standalone)

(Rs. in million)

For the year ended	March 31, 2016	March 31, 2015
Income from operations	54,091	45,928
Profit before Extraordinary Items and Taxation	4,778	4,820
Provision for Taxation	827	1,207
Net Profit before Extraordinary Item after Taxation	3,951	3,613
Exceptional Items	(257)	(147)
Net Profit after Exceptional Items	3,694	3,466
Balance of Profit brought forward	3,144	3,165
Profit Available for appropriations	6,838	6,631
Appropriations
Dividend (inclusive of dividend tax)	1,004	964
Transfer to General Reserve	2,000	1,500
Transfer to Debenture Redemption Reserve	-	485
Amount charged off in accordance with the transitional provisions of the Companies Act, 2013	-	539
Balance carried forward to the Balance Sheet	3,834	3,143

Results of Operations

During the year under review, the income from operations of the Company increased to Rs.54,091 million compared to Rs.45,928 million in the previous year, registering an impressive growth of 18%. The profit after tax for the year increased by 7% to Rs.3,694 million compared to Rs.3,466 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased to Rs.60,856 million compared to Rs.51,785 million in the previous year, registering an impressive growth of 18%. Net profit after minority interest for the group stood at Rs.3,310 million.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at companyâs website www.apollohospitals.com. The documents will also be available for inspection during business hours at the registered office of the Company.

Dividend

During the year, your Company declared an interim dividend of Rs.6.00 per eguity share. Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2016.

Transfer of Reserves

Your Company proposes to transfer Rs.2,000 million to the general reserves out of the amount available for appropriations. An amount of Rs.3,834 million is proposed to be retained in the profit and loss account.

Credit Rating

CRISIL has rated the companyâs debt instruments as AA indicating a high degree of safety.

India Ratings and Research (Ind-RA) (a Fitch Group Company) has assigned the Companyâs long term debt and Non-Convertible Debentures (NCDs), an IND AA Rating with a stable outlook.

Subsidiaries, Associate Companies and Joint Ventures.

At the beginning of the year, your Company had twelve direct subsidiaries and five step down subsidiaries, seven joint ventures and three associate companies. As on 31st March 2016, your Company has sixteen direct subsidiaries and five step down subsidiaries, six joint ventures and three associate companies.

The statement containing the summarized financial position of the subsidiary companies viz., Apollo Home Healthcare (I) Ltd (formerly known as Unigue Home Healthcare Limited) (AHHCL), AB Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Hospitals Singapore Pte Limited (AHSPL), Apollo Health and Lifestyle Limited (AHLL), Western Hospitals Corporation Pvt Limited (WHCPL), Total Health (TH), Apollo Healthcare Technology Solutions Limited (AHTSL), Imperial Hospital and Research Centre Limited (IHRCL), Apollo Home Healthcare Limited (AHHL), Apollo Nellore Hospital Limited (ANHL), Sapien Bio Sciences Pvt Limited (SBPL), Apollo Rajshree Hospitals Pvt Limited (ARHL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL), Apollo Sugar Clinics Limited (ASCL), Akeso Healthcare Private Limited (AKESO), Alliance Dental Care Limited (ADCL) and Apollo Dialysis Private Limited (ADPL) pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report.

Apollo Home Healthcare (India) Limited (AHHCL)

(Formerly known as Unigue Home Healthcare Limited)

AHHCL, a wholly owned subsidiary of the Company provides medical and paramedical services including doctorâs consultation, physiotherapy direct to patient homes and also offers paramedical services in hospitals to critically ill patients. During the year AHHCL, recorded a revenue of Rs.12.53 million, and net profit of Rs.0.11 million.

AB Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2016, ABMCL recorded an income of Rs.6.79 million and a net profit of Rs.4.66 million.

Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March, 2016, SHEL recorded an income of Rs.266.40 million and a net profit of Rs.4.49 million.

Apollo Health and Lifestyle Limited (AHLL)

AHLL, is a 99.29% subsidiary of the Company is engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended 31st March, 2016, AHLL recorded an income of Rs.2,000.13 million and a net loss of Rs.56.86 million.

Western Hospitals Corporation Private Limited (WHCPL)

WHCPL, a wholly owned subsidiary of the Company, for the year ended 31st March 2016, recorded an income of Rs.14.44 million and a net profit of Rs.9.60 million.

Total Health (TH)

TH, a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, is engaged in carrying on CSR activities in the field of community/rural development.

Apollo Healthcare Technology Solutions Limited (AHTSL)

AHTSL, a wholly owned subsidiary of the Company is in the process of setting up the Proton Therapy Centre in Chennai which will be the first of its kind in the Southern Hemisphere and offering advanced oncology care. AHTSL is yet to commence operations.

Apollo Hospital (UK) Limited (AHUKL)

AHUKL is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

Apollo Hospitals Singapore Pte Limited (AHSPL)

AHSPL is a wholly owned subsidiary of the Company and has not yet commenced its operations.

Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, a 90% subsidiary of the company owns a 240 bed multi-specialty hospital at Bengaluru. For the year ended 31st March, 2016, IHRCL recorded an income of Rs.1,839.90 million and a net profit of Rs.61.70 million.

Apollo Home Healthcare Limited (AHHL)

AHHL, a 80.87% subsidiary of the Company is engaged in the business of providing high guality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded revenues of Rs.59.88 million and a net loss omi3.64 million.

Apollo Nell ore Hospital Limited (ANHL)

ANHL has leased out its land at Nellore to the Company. ANHL recorded revenues of Rs.8.01 million and a net profit of Rs.6.18 million.

Sapien Biosciences Pvt Ltd (SBPL)

SBPL, is a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2016, SBPL recorded revenues of Rs.5.95 million and a net loss of Rs.10.37 million.

Apollo Rajshree Hospitals Pvt Ltd (ARHL)

ARHL, a 57.27% subsidiary of the company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2016, ARHL recorded an income of Rs.201.70 million and a net loss of Rs.83.87 million.

Apollo Lavasa Health Corporation Limited (ALHCL)

ALHCL, a 51% subsidiary of the company, runs a hospital at Lavasa. For the year ended 31st March, 2016, ALHCL recorded an income of Rs.7.20 million and a net loss of Rs.39.45 million.

Assam Hospitals Limited (AHL)

AHL, a 51% subsidiary of the company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2016, AHL recorded an income of Rs.869.55 million and a net profit of Rs.18.00 million.

Apollo Sugar Clinics Limited (ASCL)

ASCL, a subsidiary company of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2016, ASCL recorded an income of Rs.190.46 million and a net loss of Rs.171.01 million.

Apollo Cosmetic Surgical Centre Pvt Ltd (ACSPL)

ACSPL, a subsidiary company of Apollo Health and Lifestyle Limited, is engaged in the business of running cosmetic surgical centres. For the year ended 31st March, 2016, ACSPL recorded an income of Rs.12.24 million and a net loss omo.ll million.

Akeso Healthcare Private Limited (AKESO)

AKESO, a wholly owned subsidiary company of Apollo Health and Lifestyle Limited, is engaged in the business of healthcare services. For the year ended 31st March, 2016, it recorded an income of Rs.45.86 million and a net loss of Rs.0.62 million.

All lance Dental Care Limited ^ AD CL^

ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental clinics. For the year ended 31st March 2016, ADCL recorded a revenue of Rs.382.34 million and a net loss of Rs.62.68 million.

Apollo Dialysis Pvt Ltd (ADPL)

ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centres. For the year ended 31st March 2016, ADPL recorded a revenue of Rs.49.13 million and a net loss of Rs.6.30 million.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance reguirements set out by SEBI. The report on corporate governance as reguired under the Securities Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The reguisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Managementâs Discussion and Analysis Report

Business Responsibility Report

The SEBIâs Listing Regulations mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 listed entities based on market capitalisation. In compliance with the regulation, BRR is presented in a separate section forming part of the Annual Report.

Sexual Harassment

Vigil Mechanism/Whistle Blower Policy

Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

During the financial year, your company had not accepted deposits from the public.

The total outstanding deposits with the Company as on 31st March 2016 were Rs.273.41 million (Rs.339.27 million as on 31st March 2015) which include deposits for an aggregate value of Rs.18.87 million (Rs.1.49 million as on 31st March 2015) not claimed by the depositors.

Directors and other Key Managerial Personnel (KMPs)

Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive directors and eight Independent directors.

Independent directors are appointed for a term of five years and are not liable to retire by rotation.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Shobana Kamineni, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Key Managerial Personnel

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and the Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

Meetings of the Board

The Board met five times during the financial year, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Risk Management

Internal Financial Controls and their Adequacy

The Directors had laid down internal financial controls to be followed by the Company and the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

Significant and Material Orders passed by the Regulators or Courts.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adeguate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adeguate and operating effectively.

Share Capital

The paid up Eguity Share Capital as on March 31, 2016 was Rs.695.63 Million. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat eguity. As on March 31, 2016, the details of the shareholding by the Directors of the Company are set out in the Corporate Governance Report forming part of the Boardâs Report and none of the directors hold convertible instruments of the Company.

Rights Issue

The Board at its meeting held on 28th May 2015 approved the proposal to undertake an issue of eguity shares to the existing shareholders on a Rights basis of a sum of upto Rs.7,500 million.

The purpose of the Rights Issue was to raise long term equity capital for the Company. The Company is awaiting necessary approvals for going ahead with the Rights Issue.

Contracts and Arrangements with Related Parties

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of Section 136(1) read with the relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

Employee Stock Options

No Employee Stock Options have been given to the employees of the Company and thus no disclosure is required.

Corporate Social Responsibility Initiatives

Statutory Auditors

The Auditors S. Viswanathan LLP, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

The Audit Committee and the Board recommend the re-appointment of S. Viswanathan LLP, Chartered Accountants, as Auditors of the Company, to hold office till the conclusion of the next Annual General Meeting.

It may please be noted that this would be the last year of appointment of the existing Statutory Auditor under the transitional provisions contained in the Companies Act, 2013.

The Company engages the services of the Big Four consulting firms on compliance, regulatory and tax matters including enterprise risk management, review of internal financial controls which also covers Information Technology related controls etc and provides periodic updates to the Board on an ongoing basis .

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on the recommendation of the Audit Committee, appointed M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs.1.50 million.

As reguired under the Companies Act, 2013, the remuneration payable to the cost auditor is reguired to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) is included at Item No. 8 of the Notice convening the Annual General Meeting.

Secretarial Auditors

The Board has appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2015-2016. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as âAnnexure Bâ. The Secretarial Audit Report does not contain any gualification, reservation or adverse remark.

Statutory Auditors and Secretarial Auditors Report

The Directors hereby confirm that there is no gualification, reservation or adverse remark made by the statutory auditors of the company or in the secretarial audit report by the practicing company secretary for the year ended 31st March, 2016.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information as reguired to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure Câ.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as âAnnexure Dâ.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : 25th May, 2016 Executive Chairman

Mar 31, 2013

The Directors are pleased to present the THIRTY SECOND ANNUAL REPORT and the audited statements of accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (STANDALONE)

(Rs. in million)

For the year ended March 31, 2013 March 31, 2012

Income from operations 33,178 28,001

Profit before Extraordinary Items and Taxation 4,034 3,375

Provision for Taxation 988 1,066

Net Profit before Extraordinary Items after Taxation 3,046 2,309

Extraordinary Item 45 -

Net Profit after Extraordinary Item 3,091 2,309

Balance of Profit brought forward 1,763 1,649

Dividend paid on equity shares 22 - (arising on conversion of FCCB loan & share warrants)

Profit Available for appropriations 4,832 3,958

Appropriations

Dividend (inclusive of dividend tax) 895 625

Transfer to General Reserve 1,000 1,500

Transfer to Debenture Redemption Reserve 630 70

Balance carried forward to Balance sheet 2,307 1,763

RESULTS OF OPERATIONS

During the year under review, the income from operations of the Company increased to Rs. 33,178 million compared to Rs. 28,001 million in the previous year, registering an impressive growth of 18%. The profit after tax for the year increased by 34% to Rs. 3,091 million compared to Rs. 2,309 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased toRs. 37,687 million compared to Rs. 31,475 million in the previous year, registering an impressive growth of 20%. Net profit after minority interest for the group increased to Rs. 3,045 million from Rs. 2,194 million representing a growth of 39%.

CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) vide its circular No. 5/12/2007-CL-lll dated 8th February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on 20th May 2013, noted the provisions of the MCA circular cited and passed the necessary resolution granting requisite approvals for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Report of the Auditors of each of the subsidiary companies to the accounts of the Company. A statement of summarized financials of all subsidiaries of your Company, pursuant to Section 212(8) of the Companies Act, 1956 forms part of this report. Any further information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to the members on request and will also be available for inspection for any member at its Registered Office. In accordance with the Accounting Standard, AS-21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statement presented by your Company includes the financial information of all its subsidiaries.

DIVIDEND

The Board of Directors recommend a dividend of Rs. 5.50 per Equity Share (110% on face value of Rs. 5/ - per share) (as againstRs. 4/- per Equity share on face value ofRs. 5/- each, 80% in the previous year) on the paid up equity share capital of the company for the financial year ended 31st March 2013, which if approved at the forthcoming Annual General Meeting on 7th August 2013 will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 26th July 2013. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from Saturday, 27th July 2013 to Wednesday, 7th August 2013 (both days inclusive).

TRANSFER OF RESERVES

Your Company proposes to transfer Rs. 1,000 million to the general reserve out of the amount available for appropriations. An amount of Rs. 2,307 million is proposed to be retained in the Profit & Loss Account.

CREDIT RATING

The Company continues to have the credit rating of AA from CRISIL for its debt instruments which indicates a high degree of safety.

CRISIL Equities has upgraded the Company''s CRISIL IER fundamental grade to 5/5 from 4/5. The grade indicates that the company''s fundamentals are ''excellent'' relative to other listed equity securities in India.

SUBSIDIARIES

Your Company has sixteen subsidiary companies (including fellow subsidiaries) as on March 31, 2013. The statement in respect of the details of the subsidiary companies viz., Unique Home Health Care Limited (UHHCL), AB Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Health and Lifestyle Limited (AHLL), Western Hospitals Corporation Pvt Limited (WHCPL), Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL), Apollo Nellore Hospital Limited (ANHL) (formerly known as Pinakini Hospitals Limited), Imperial Hospital and Research Centre Limited (IHRCL), Alliance Medicorp (India) Limited (Alliance), Alliance Dental Care Limited (Alliance Dental), Sapien Bio Sciences Pvt Limited (SBPL), ISIS Healthcare India Private Limited (ISIS), Mera Healthcare India Private Limited (MERA), Apollo Koramangala Cradle Limited (AKCL) and Apollo Clinics (Gujarat) Limited (ACGL) pursuant to section 212 of the Companies Act, 1956, is attached to this report.

Unique Home Health Care Limited (UHHCL)

UHHCL, a wholly owned subsidiary of the Company provides medical and paramedical services including doctor''s consultation, physiotherapy direct to patient homes and also offers paramedical service in hospitals to critically ill patients. For the year ended 31st March 2013 UHHCL, recorded a revenue of Rs. 40.05 million and net profit of Rs. 17.88 million.

AB Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land, building and medical equipment to the Company for running the hospital. For the year ended 31st March 2013, ABMCL recorded an income of Rs. 6.40 million and a net profit of Rs. 4.11 million.

Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March 2013, SHEL recorded revenue of Rs. 282.89 million and a net profit of Rs. 5.88 million.

Apollo Hospital (UK) Limited (AHUKL)

AHUKL is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

Apollo Health and Lifestyle Limited (AHLL)

AHLL, a wholly owned subsidiary of the Company is engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultation, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended 31st March 2013, AHLL recorded a consolidated revenue of Rs. 566.94 million and a net loss of Rs. 167.03 million.

Western Hospitals Corporation Private Limited (WHCPL)

For the year ended 31st March 2013, WHCPL, a wholly owned subsidiary of the company, recorded revenue of Rs. 10.80 million and a net profit of Rs. 7.81 million.

Apollo Nellore Hospital Limited (ANHL)

As a part of its strategy to reach out to the tier II towns and cities, the Company intends to build a hospital in Nellore through a subsidiary company, Apollo Nellore Hospital Limited (formerly known as Pinakini Hospitals Limited). ANHL recorded revenue of Rs. 7.42 million and a net profit of Rs. 5.60 million.

Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL)

ACSPL, a 69.40% subsidiary of the company is engaged in the business of running cosmetic surgical centres. For the year ended 31st March 2013, ACSPL recorded a revenue of Rs. 28.09 million and a net profit of Rs. 0.93 million.

Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, a 85.76% subsidiary of the company owns a 240 bed multi speciality hospital at Bengaluru. For the year ended 31st March 2013, IHRCL recorded a revenue of Rs. 1,241.72 million and a net profit of Rs. 2.30 million.

Alliance Medicorp India Limited (Alliance)

Alliance, a 51 % subsidiary of the Company is engaged in the business of running dialysis clinics. For the year ended 31st March 2013, Alliance recorded consolidated revenue of Rs. 184.87 million and a net loss of Rs. 31.84 million.

Sapien Biosciences Pvt Ltd (SBPL)

SBPL, a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues is currently in the startup stage . For the year ended 31st March 2013, SBPL recorded pre-operative expenses of Rs. 0.91 million.

ISIS Health Care India Private Limited (ISIS)

ISIS, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of providing healthcare services. For the year ended 31st March 2013, ISIS recorded a revenue of Rs. 18 million and a net profit of Rs. 0.21 million.

Mera Health Care India Private Limited (MERA)

MERA, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of healthcare services. For the year ended 31st March 2013, MERA recorded a revenue of Rs. 11 million.

Apollo Koramangala Cradle Limited (AKCL)

AKCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of healthcare services. For the year ended 31st March 2013, AKCL recorded a revenue of Rs. 25 million and a net loss of Rs. 34 million.

Apollo Clinics (Gujarat) Limited (ACGL)

ACGL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of healthcare services. Alliance Dental Care Limited (Alliance Dental)

Alliance Dental, a subsidiary of Alliance Medicorp (India) Limited is engaged in the business of running dental clinics. For the year ended 31st March 2013, Alliance Dental recorded a revenue of Rs. 156.59 million and a net loss of Rs. 24.33 million.

INCREASE IN THE PAID-UP SHARE CAPITAL

The paid-upshare capitalof the Company increased fromRs. 672.33 million (consisting of 134,466,618equitysharesof Rs. 5/- each) to Rs. 695.63 million (consisting of 139,125,159 equity shares ofRs. 5/- each) consequent to the allotment of:-

(i) 1,381,619 equity shares to International Finance Corporation, Washington upon conversion of 750 Foreign Currency Convertible Bonds of USD 10,000/- each aggregating to USD 7.5 million at a price of Rs. 302.50 per share of Rs. 5/- each, including a premium of Rs. 297.50 per share on 7th June 2012.

(ii) 3,276,922 equity shares to Dr. Prathap C Reddy, one of the promoters of the Company on 25th July 2012 upon conversion of warrants issued to him on 5th February 2011 at a price of Rs. 472.46 per share including a premium of Rs. 467.46 per share.

These shares have been listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange India Limited, (NSE), Mumbai.

ISSUE OF NON CONVERTIBLE DEBENTURES

During the year under review, your Company privately placed 2,250 Secured Redeemable Non Convertible Debentures of Rs. 1 million each aggregating to Rs. 2,250 million to Banks and Financial Institutions.

CORPORATE GOVERNANCE

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance forms part of the Directors'' Report in the Annual Report. Your Company has been complying with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

HUMAN RESOURCES DEVELOPMENT

Millions of patients from all across the world come to Apollo Hospitals with great hope in their hearts, looking for a cure and it is the dedication and commitment of every member of the Apollo family that makes this possible.

For us at Apollo Hospitals, patient-centricity is not a mere goal, but the very core of our existence. Several employees work closely with the patient and many more work indirectly to support the delivery of superior healthcare. Therefore, all employees, both individually and collectively are key to Apollo Hospitals being renowned as a trusted healthcare provider. The mantra of ''Tender Loving Care'' has a profound impact on everything we do and is the bedrock of the Apollo culture. With immense compassion and commitment, the doctors, nurses and every employee of the organization come together and transform Apollo into a warm, helpful and friendly environment for patients and their families.

Apollo Hospitals recognises that its greatest differentiator is its human resources capital. Therefore, the human resources systems, procedures and the organizational environment are all designed to nurture creativity, innovation and greater efficiencies in its human capital. Training is an integral element of the HR system and empowers employees to work towards shared goals and the common purpose of providing superior patient care.

Apollo Hospitals firmly believes in maintaining and encouraging an organizational climate conducive to developing satisfied and productive employees. In keeping with this, the Organizational Climate Survey (OCS) is conducted on a regular basis to assess and ascertain employee feedback. The Organizational Climate Survey 2012 elicited responses from employees on diverse themes such as sense of belonging, role of HOD and superior communication, decision making processes, training, team building, compensation & patient satisfaction. Based on the feedback received from the OCS, robust action plans were mapped out for continuous improvements.

Apollo values every individual''s performance and thus the Apollo Performance Management System encompassing the management cadre employees across the Group was instituted focusing on alignment, measurement, reward and recognition including Personal Development Plan (PDP). As a part of Rewards and Recognition scheme, the following awards were introduced to promote greater employee performance and engagement:

1. Award for Best Ideas & Suggestion

2. Award for Best Talent

3. Award for Service Excellence & Wellness.

Leadership development through programs such as FLDP & CCP was also initiated this year. Future Leaders Development program (FLDP) at Apollo Hospital was organized primarily with the aim to prepare 2nd and 3rd level Executives for Senior Leadership roles. Competency Coaching Program (CCP) for nursing leaders is a structured approach to enhance skill and competencies required in different application areas in business to achieve desired outcomes.

The total number of employees increased from 32,991 as on March 31, 2012 to 35,348 as on March 31, 2013.

HR INITIATIVES AT APOLLO

Apollo Acculturation Program for imbibing excellence is a detailed 3-day Induction program which is followed by an on-line test.

Wellness at Apollo is an imperative and to encourage focus on preventive healthcare, the Annual Master Health Check-up for consultants and their spouses was initiated and made mandatory. An Incentive for employees on referring their friends and family for Health check-ups was also introduced this year.

In our continuous quest towards improving healthcare and in achieving superior standards of excellence, we launched the Employee Suggestion Program Apollo Big Minds''. A new Intranet initiative christened Apollo Space'' was launched. The online environment encourages open communication and Apolloites can now Connect, Communicate & Collaborate with greater ease and make collective discoveries.

An exciting corporate tie-up was introduced as a welfare measure for all employees and their family members enabling them to avail discounts and other benefits in amusement parks, apparel stores, restaurants, beauty salons, optical stores and travel agencies.

Apollo Hospitals was a recipient of several awards at prestigious forums this year. Significant awards and accolades received during the year are detailed below:

- Asian Learning & Development Leadership Awards for "Best Induction Program".

- 21st Global HR Excellence Awards 2013 for" Institution Building".

- 7th Employer Branding Awards 2013 for "Talent Management" and "Best HR Strategy in line with Business".

- AIMA Award for "Best Innovation in Service Delivery".

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000, the Directors of the Company hereby state and confirm that:

- In the preparation of the annual accounts for the year, the applicable accounting standards had been followed along with proper explanations and there were no material departures;

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The total deposits with the Company as on 31st March 2013 was Rs. 364.94 million (Rs. 490.47 million as on 31st March 2012) which include deposits for an aggregate of value of Rs. 23.09 million (Rs. 16.67 million as on 31st March 2012) not claimed by the depositors. Out of these deposits, an aggregate value of Rs. 15.78 million have since been repaid / renewed.

DIRECTORS

As per the provisions of the Articles of Association of the Company, four directors of the company viz., Shri. Habibullah Badsha, Shri. Khairil Anuar Abdullah, Smt. Suneeta Reddy and Smt. Shobana Kamineni retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Shri. Sandeep Naik and Shri. Michael Fernandes both resigned from the position of Director of the Company w.e.f 9th November 2012 due to their inability to continue in view of increased professional commitments.

Pursuant to the Shareholders Agreement (Agreement) entered into between the Company and the Apax Group, HSTN Acquisition (FI I) Limited (HSTN), an Apax group Company, had nominated Shri.Shashank Singh and he was appointed by the Company as an additional director on 9th November 2012. As per the terms of the agreement, upon the Apax Group''s equity holding falling below a minimum threshold limit of 5.65% of the total capital of the company, their entitlement to nominate a director on the board of the Company ceases. Since the Apax Group''s equity holding is currently below 5.65%, Shri. Shashank Singh will only hold the office till the date of the Annual General Meeting.

The Board wishes to place on record its appreciation of the contributions made by Shri.Sandeep Naik, Shri. Michael Fernandes and Shri. Shashank Singh during their tenure as Directors of the Company.

AUDITORS

The Auditors, M/s. S. Viswanathan, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Particulars as required to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached herewith as Annexure - A.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : 20th May 2013 Executive Chairman

Mar 31, 2012

The Directors are pleased to present the THIRTY FIRST ANNUAL REPORT and the audited statements of accounts for the year ended March 31, 2012.

FINANCIAL RESULTS (STANDALONE)

(Rs in million) For the year ended March 31, 2012 March 31, 2011

Income from operations 28,001 23,319

Profit before Taxation 3,375 2,693

provision for taxation 1,066 876

Net profit after taxation 2,310 1,817

Balance of profit brought forward 1,648 1,474

Profit Available for appropriations 3,958 3,291

Appropriations

Dividend (inclusive of dividend tax) 625 544

transfer to General Reserve 1,500 1,000

transfer to Debenture Redemption Reserve 70 100

Balance carried forward to Balance sheet 1,763 1,647

RESULTS OF OPERATIONS

During the year under review, the income from operations of the Company increased to Rs 28,001 million compared to Rs 23,319 million in the previous year, registering an impressive growth of 20%. The profit after tax for the year increased by 27% to Rs 2,310 million compared to Rs 1,817 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased to Rs 31,475 million compared to Rs 26,054 million in the previous year, registering an impressive growth of 21%. Net profit after minority interest for the group increased to Rs 2,194 million from Rs 1,839 million representing a growth of 19%.

CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) vide its circular No. 5/12/2007-CL-Ill dated February 8, 2011 had granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on May 29, 2012 noted the provisions of the circular of the MCA and passed the necessary resolution granting the requisite approvals for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Report of the Auditors of each of the Subsidiary Companies to the accounts of the Company. A statement of summarized financials of all subsidiaries of your Company, pursuant to Section 212(8) of the Companies Act, 1956 forms part of this report. Any further information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to the members on request and will also be available for inspection for any member at its Registered Office. In accordance with the Accounting Standard, AS-21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements presented by your Company includes the financial information of all its subsidiaries.

DIVIDEND

The Board of Directors recommend a dividend of Rs 4 per equity share (80% on face value of Rs 5/ - per share) (as against Rs 3.75 per equity share on face value of Rs 5/- each, 75% in the previous year) on the paid up equity share capital of the company for the financial year ended March 31, 2012, which if approved at the forthcoming Annual General Meeting on August 9, 2012 will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on July 27, 2012. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from July 28, 2012 to August 9, 2012 (both days inclusive).

TRANSFER OF RESERVES

Your Company proposes to transfer Rs 1,500 million to the general reserve out of the amount available for appropriations. An amount of Rs 1,763 million is proposed to be retained in the Profit & Loss Account.

CREDIT RATING

CRISIL has rated the company's debt instruments as AA indicating high degree of safety.

CRISIL Equities has upgraded Company's CRISIL IER fundamental grade to 5/5 from 4/5. The grade indicates that the Company's fundamentals are 'excellent' relative to other listed equity securities in India.

SUBSIDIARIES

Your Company has fourteen subsidiary companies (including fellow subsidiaries) as on March 31, 2012. The statement in respect of the details of the subsidiary companies viz., Unique Home Health Care Limited (UHHCL), AB Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Health and Lifestyle Limited (AHLL), Western Hospitals Corporation Pvt Limited (WHCPL), Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL), Pinakini Hospitals Limited (PHL), Imperial Hospital and Research Centre Limited (IHRCL), Alliance Medicorp (India) Limited (Alliance), ISIS Healthcare India Private Limited (ISIS), Mera Healthcare India Private Limited (MERA), Apollo Koramangala Cradle Limited (AKCL) and Alliance Dental Care Private Limited (Alliance Dental) pursuant to Section 212 of the Companies Act, 1956, is attached to this report.

Unique Home Health Care Limited (UHHCL)

UHHCL, a Wholly-owned subsidiary of the Company provides medical and paramedical services including doctor's consultation, physiotherapy direct to patient homes and also offers paramedical service in hospitals to critically ill patients. For the year ended March 31, 2012 UHHCL, recorded a revenue of Rs 18.23 million and net profit of Rs 1.01 million.

AB Medical Centres Limited (ABMCL)

ABMCL, a Wholly-owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land, building and medical equipment to the Company for running the hospital. For the year ended March 31, 2012, ABMCL recorded an income of Rs 6.52 million and a net profit of Rs 4.44 million.

Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a Wholly-owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended March 31, 2012, SHEL recorded revenues of Rs 263.14 million and a net profit of Rs 13.08 million.

Apollo Hospital (UK) Limited (AHUKL)

AHUKL is a Wholly-owned foreign subsidiary of the Company and is yet to commence its operations.

Apollo Health and Lifestyle Limited (AHLL)

AHLL, a Wholly-owned subsidiary of the Company is engaged in the business of providing primary healthcare facilities through a network of franchised clinics across India offering specialist consultation, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended March 31, 2012, AHLL recorded a consolidated revenue of Rs 363.02 million and a net loss of Rs 11.16 million.

Western Hospitals Corporation Private Limited (WHCPL)

During the year under review, your Company acquired a 60% equity stake held by Eleanor Holdings in Western Hospitals Corporation Private Limited (WHCPL), consequently, WHCPL has become a 100% subsidiary of the Company.

Pinakini Hospitals Limited (PHL)

As a part of its strategy to reach out to the Tier II towns and cities, the Company intends to build a hospital in Nellore through a subsidiary company, Pinakini Hospitals Limited.

Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL)

ACSPL, a 69.40% subsidiary of the Company is engaged in the business of running cosmetic surgical centres. For the year ended March 31, 2012, ACSPL recorded a revenue of Rs 40.45 million and a net loss of Rs 3.24 million.

Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, a 85.76% subsidiary of the Company owns a 240 bed multi speciality hospital at Bengaluru. For the year ended March 31, 2012, IHRCL recorded a revenue of Rs 1016.45 million and a net loss of Rs 30.80 million.

Alliance Medicorp India Limited (Alliance)

Alliance, a 51% subsidiary of the Company is engaged in the business of running dialysis clinics. For the year ended March 31, 2012, Alliance recorded consolidated revenue of Rs 122.47 million and a net loss of Rs 14.14 million.

ISIS Health Care India Private Limited (ISIS)

ISIS, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of providing healthcare services. For the year ended March 31, 2012,, ISIS recorded a revenue of Rs 13.08 million and a net profit of Rs 0.39 million.

Mera Health Care India Private Limited (MERA)

MERA, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of healthcare services. For the year ended March 31, 2012,, MERA recorded a revenue of Rs 10.52 million and a net profit of Rs 0.06 million.

Apollo Koramangala Cradle Limited (AKCL)

AKCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of healthcare services and is yet to commence its operations.

Alliance Dental Care Private Limited (Alliance Dental)

Alliance Dental, a subsidiary of Alliance Medicorp (India) Limited is engaged in the business of running dental clinics. For the year ended March 31, 2012, Alliance Dental recorded a revenue of Rs 98.24 million and a net loss of Rs 13.51 million.

QUALIFIED INSTITUTIONAL PLACEMENT (QIP) SCHEME

During the year under review, your Company successfully completed the issue of 6,666,666 equity shares of Rs 5/- each, at a price of Rs 495 per equity share, including a premium of Rs 490 per equity share, aggregating to Rs 3,300 million to Qualified Institutional Buyers (QIBs) under Qualified Institutional Placement Scheme in terms of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations), as amended. The QIP issue was opened for subscription to QIBs on Thursday, July 14, 2011 and closed on Monday, July 18, 2011. There was a strong response for the said QIP issue from institutional investors and the issue was successfully subscribed. The equity shares were allotted on July 20, 2011.

The proceeds of the QIP issue would be utilized substantially for expansion activities of the Company.

INCREASE IN THE PAID-UP SHARE CAPITAL

During the year, the paid-up share capital of the Company increased from Rs 623.55 million (consisting of 124,710,710 equity shares of Rs 5/- each) to Rs 672.33 million (consisting of 134,466,618 equity shares of Rs 5/- each) consequent to the allotment of :-

i) 6,666,666 equity shares to Qualified Institutiona1 Buyers (QIBs) on July 20, 2011 under Qualified Institutional Placement (QIP) Scheme at a price of Rs 495 per share of Rs 5/- each including a premium of Rs 490 per share.

ii) 3,089,242 equity shares to Dr. Prathap C Reddy, one of the promoters of the Company on December 10, 2011 upon conversion of warrants issued to him on June 12, 2010 at a price of Rs 385.88 per share including a premium of Rs 380.88 per share.

These shares have been listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited, (NSE), Mumbai.

ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES TO DR. PRATHAP C REDDY

Your Company allotted 3,276,922 convertible share warrants to Dr.Prathap C Reddy, one of the promoters of the Company on a preferential basis on February 5, 2011 under the applicable SEBI guidelines.

These warrants have been issued with a conversion option to be exercised within a period of 18 months from the date of allotment. Each warrant issued is convertible into one equity share of the company of nominal value of Rs 5/- each at a price of Rs 472.46 which includes a premium of Rs 467.46 per share calculated in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The objective of this preferential issue was to part fund the expansion activities, finance additional working capital requirements and for general corporate purposes.

ISSUE OF NON CONVERTIBLE DEBENTURES

During the year under review, your Company privately placed 1,000 Secured Redeemable Non-Convertible Debentures of Rs 1 million each aggregating to Rs 1,000 million to Banks and Financial Institutions.

PROCEEDS OF THE SECURITIES ISSUED

The details of utilization of proceeds of the securities issued up to March 31, 2012, are set out in the statement attached herewith as Annexure - A.

CORPORATE GOVERNANCE

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance forms part of the Directors' Report in the Annual Report. Your Company has been complying with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

HUMAN RESOURCES DEVELOPMENT

Apollo warmly acknowledges the contribution by all its employees for ensuring its success as a leading tertiary healthcare provider in India. The talent and passion of our people is critical to our success and we foster it by providing an exhilarating working environment that inspires lateral thinking, fosters team spirit and encourages open communication.

Apollo's HR vision is to be an employer of choice where every employee is a brand ambassador of our superior medical service delivery, and an organization, where every individual shares the pride and commitment in taking Apollo to its next phase of development "to touch a Billion lives".

The Apollo's People Survey (Organisation Climate Survey) is one of the principal tools used to measure employee engagement; the degree of affiliation and commitment to the organization. It provides valuable insights into employees' views, and it has had a consistently high response rate.

We have a long-standing commitment to create a culture that embraces diversity and fosters inclusion. By embedding these principles in our operations, we understand better the needs of our varied customers, partners and stakeholders.

As a continuous learning and development process each member of the Apollo family is facilitated and encouraged to unleash their potential in a focused manner to deliver world class service to achieve organisational objectives. Apollo practices an ongoing learning process such as CME (Continuous Medical Education) and CNE (Continuous Nurses Education). Apollo also sponsors education programmes and has tie ups with leading institutions like XLRI, IIMs and CII for conducting various Management Development programmes.

As a part of the Reward & Recognition scheme, awards for 'Employee(s) of the year' , 'Outstanding Leader of the year' and 'Young Leader of the year' were institutionalized to recognise our employees who demonstrated exemplary leadership qualities by leading a high performing team with a focus on growth and development of team members.

Leadership development is a continuous process; it evolves as an individual gains experiences, assumes greater levels of responsibility, and faces increasing levels of complex organizational demands and problems. Hence, a 360 degree feedback process focusing on leadership competencies was implemented across the Group.

We value patients' satisfaction enormously and realize that the skill and service of trained manpower are key for maintenance of the trust reposed in us as a quality healthcare provider by our patients. Thus attrition of trained human capital can pose a challenge to effective service delivery to our patients and hence needs to be tackled systematically. We have devised an effective recruitment and human resources management process to prevent existing attrition of clinical/non-clinical manpower from impacting Apollo's superior healthcare delivery model. This robust process ensures a continuous supply of clinical manpower to support the organization's patient care delivery process. Total number of employees increased from 30,975 as on March 31, 2011 to 32,991 as on March 31, 2012.

Cognizant of the enormity and the complexity of identifying skilled resources, the Apollo Hospitals group is furthering its initiatives in the domain of Health Education - skilling & up-skilling in the healthcare space. The Group has been involved in reversing the brain drain of talented Indian doctors and has built quality education infrastructure which includes Nursing colleges, Courses for Allied Health professionals, Hospital Management programs and ongoing CME's for doctors and nurses. To meet the challenge of aligning Medical education to the healthcare needs of tomorrow, a vertical focused exclusively on Healthcare Education is being created.

A fair, structured and standardized Compensation and Benefits programme is followed across all levels. Salary revisions are sanctioned based on the individual performance ratings on Key Result Areas and Competencies. Periodical wages surveys are conducted to ensure that we remain competitive in the healthcare sector.

Apollo Hospitals won several awards at prestigious forums this year. Some of the major awards won by us this year are:

- ASIA's BEST EMPLOYER BRAND AWARDS for Innovation in Career Development.

- ASIAN LEADERSHIP AWARD for Best In Diversity And Impact Management.

- World HR Congress Awards in 3 categories :

- Leading HR Practices in Learning & Human Capital Development

- Talent Leadership & HR: HR Excellence award for Innovation in HR

- Global HR Excellence Awards: Organization with Innovative HR Practices

CORPORATE SOCIAL RESPONSIBILITY

Touching lives is the goal at Apollo Hospitals, India. We are committed to the well-being of not just our patients, but society as a whole. Towards this end, several initiatives have been started by the Apollo Hospitals Group. Initiatives like SACHi, SAHI, CURE and DISHA aim to reach out and provide healthcare measures to the economically backward.

Saving a Child's Heart Initiative

Saving A Child's Heart initiative (SACHi) is one of Asia's largest voluntary organizations, dedicated to paediatric cardiac care for the underprivileged. In order to combat the escalating problem of congenital cardiac issues in children, Dr. Prathap C. Reddy, Chairman, Apollo Group of Hospitals established the Children's Cardiac Wing in the hospitals. SACHi exists today due to his vision towards removing barriers that deny any child the right to breathe freely, play, study and most importantly, live a full life. Ours is a story of positive change that has only just begun its journey.

SACHi Camps

Our team of doctors and paramedical staff offer free cardiac screening at medical camps in cities, towns and villages across India, for all children under 12 years of age. SACHi has conducted camps and screens children on a regular basis in Kolkata, Warangal, Vijayawada, Guntur, Karimnagar, West Godavari, Kurnool, and Medak in Andhra Pradesh; Ahmedabad, Nadiad, Vadodara and Surat in Gujarat; Bhubaneswar, Cuttack and Rourkela in Orissa; Pune, Nagpur, Chandrapur and Pusad in Maharashtra.

SAHI- Society to Aid the Hearing Impaired

SAHI strives to help poor children with hearing impairment. Every year in Andhra Pradesh approximately 2,500 children are born totally deaf. If not treated in the first 3-5 years of life they will remain hearing and speech challenged all their lives.

SAHI seeks to identify and treat children mainly in rural areas with little or no access to modern medical treatment. Since it was established, SAHI has been trying to address this problem by conducting camps in remote areas of the state. It is a well known that as children grow and develop, they learn about sound with little effort. But it can be a daunting task for a child with hearing impairment to understand sounds and develop language & communication skills, which in turn affects personal development and the process of reasoning and education.

Gift a Ear Project

The Cochlear implant surgery can help these children grow up as normal adults and lead a successful life. Unfortunately very few can afford this surgical treatment, as the cost of the Cochlear implant system, is very expensive. SAHI looks for sponsors who would fund the surgery of the children and give them a gift of senses.

Many generous donors have come forward to help the children and ensured a bright future for the children.

On August, 2011 SAHI and Apollo Cochlear Implant Clinic had their 500th Cochlear Implant surgery which made us one of the leading Cochlear Implant Clinics in the country having, in addition to India, patients from Sri Lanka, Oman, Kuwait, Dubai, Saudi Arabia, Tanzania, Nigeria, USA and Canada.

SAHI holds the world record for the largest number of Cochlear Implant surgeries done in a single day i.e. 24th Oct 2008. This is mentioned in the Limca Book of world records - 2010.

SAHI has conducted free camps in various districts of Andhra Pradesh like Kurnool, Guntur, Nalgonda, Kadapah, Anatapur, Mahbubnagar etc.

Cure Foundation

CURE Foundation is a spirited initiative to create consciousness on cancer prevention, early detection, cure & rehabilitation. In addition to spreading awareness for the benefit of the society, the Foundation has so far made available, quality cancer treatment, both free and subsidized, to more than 500 needy patients, and engaged in numerous rehabilitation, research and education programs. CURE is a non-profit organization.

CURE aims to spread awareness about cancer, its causes, symptoms and treatment options. This will benefit not only the population at large but also those at a high risk, such as chronic tobacco users, people with a family history of cancer etc. It will also guide general practitioners and health professionals in early detection of the disease.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000, the Directors of the Company hereby state and confirm that:

- I n the preparation of the annual accounts for the year, the applicable accounting standards had been followed along with proper explanations and there were no material departures;

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

fixed deposits

The total deposits with the Company as on March 31, 2012 was Rs 490.47 million (Rs 579.16 million as on March 31, 2011) which include deposits for an aggregate of value of Rs 16.67 million (Rs 9.17 million as on March 31, 2011) not claimed by the depositors. Out of these deposits, an aggregate value of Rs 11.78 million have since been repaid / renewed.

DIRECTORS

As per the provisions of the Articles of Association of the Company, four directors of the company viz., Shri. N. Vaghul, Shri. T.K. Balaji, Shri. Rajkumar Menon and Shri. G. Venkatraman retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

The Auditors, M/s. S. Viswanathan, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO

Particulars as required to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached as Annexure - B.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : 29th May 2012 Executive Chairman

Mar 31, 2011

The Directors are pleased to present the THIRTIETH ANNUAL REPORT and the audited statements of accounts for the year ended 31st March 2011.

Financial Results (Standalone) (Rs.in million)

For the year ended 31st March 2011 31st March 2010

Total Income 23533 18587

Profit before Extraordinary Items and Taxation 2693 2222

Provision for Taxation 876 702

Net Profit before Extraordinary Item after Taxation 1817 1520

Net Profit after Extraordinary Item and Taxation 1817 1520

Balance of Profit brought forward 1474 1209

Profit Available for appropriations 3291 2729

Appropriations

Dividend (inclusive of dividend tax) 544 504

Transfer to General Reserve 1000 750

Transfer to Debenture Redemption Reserve 100 -

Balance carried forward to Balance sheet 1647 1475

Results of Operations

During the year under review, the gross revenue of the Company increased to Rs.23533 million compared to Rs. 18587 million in the previous year, registering an impressive growth of 27%. The profit after tax for the year increased by 20% to Rs.1817 million compared to Rs. 1520 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased to Rs.26240 million compared to Rs. 20587 million in the previous year, registering an impressive growth of 27%. Net profit after minority interest for the group increased to Rs. 1839 million from Rs. 1376 million representing a growth of 34%.

Consolidated Financial Statements

In accordance with the general circular No. 5/12/2007-CL-lll dated 8th February 2011 issued by the Ministry of Corporate Affairs, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Annual Report of the Company. A statement of summarized financials of all subsidiaries of your Company, pursuant to Section 212(8) of the Companies Act, 1956 forms part of this report. Any further information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to the members on request. In accordance with the Accounting Standard, AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company include the financial information of all its subsidiaries.

Dividend

The Board of Directors recommend a dividend of Rs.3.75 per Equity Share (75% on face value of Rs. 5/- per share) (as against Rs.7/- per Equity share on face value of Rs.10/- each, 70% in the previous year) on the paid up equity share capital of the company for the financial year ended 31st March 2011, which if approved at the forthcoming Annual General Meeting on 22nd July 2011 will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 8th July 2011. In respect of shares held in electronic form, the

dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from 9th July 2011 to 22nd July 2011 (both days inclusive).

Transfer of Reserves

Your Company proposes to transfer Rs.1000 million to the general reserve out of the amount available for appropriations. An amount of Rs. 1647 million is proposed to be retained in the Profit & Loss Account.

Credit Rating

CRISIL has upgraded the rating on the companys debt instruments from AA- to AA.

CRISIL Equities upgraded Companys CRISIL IER fundamental grade to 5/5 from 4/5. It is only the second Company in India to receive this rating. The grade indicates that the companys fundamentals are excellent relative to other listed equity securities in India.

Subsidiaries

Your Company has twelve subsidiary companies as on March 31, 2011. The statement in respect of the details of the subsidiary companies viz., Unique Home Health Care Limited (UHHCL), AB Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Health and Lifestyle Limited (AHLL), Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL), Pinakini Hospitals Limited (PHL), Imperial Hospital and Research Centre Limited (IHRCL), Alliance Medicorp (India) Limited (Alliance), ISIS Healthcare India Private Limited (ISIS), Mera Healthcare India Private Limited (MERA) and Alliance Dental Care Private Limited (Alliance Dental) pursuant to section 212 of the Companies Act, 1956, is attached to this report.

Unique Home Health Care Limited (UHHCL)

UHHCL, a wholly owned subsidiary of the Company provides medical and paramedical services including doctors consultation, physiotherapy direct to patient homes and also offers paramedical service in hospitals to critically ill patients. For the year ended 31st March 2011 UHHCL, recorded a revenue of Rs. 19.53 million and net profit of Rs. 2.18 million.

AB Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land, building and medical equipment to the Company for running the hospital. For the year ended 31st March 2011, ABMCL recorded an income of Rs.6.55 million and a net profit of Rs.4.28 million.

Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March 2011, SHEL recorded revenues of Rs. 263.31 million and a net profit of Rs. 17.16 million.

Apollo Hospital (UK) Limited (AHUKL)

AHUKL is a wholly owned foreign subsidiary of the Company and is yet to commence its operations.

Apollo Health and Lifestyle Limited (AHLL)

AHLL, a subsidiary of the Company is engaged in the business of providing primary healthcare facilities through a network of franchised clinics across India offering specialist consultation, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended 31st March 2011, AHLL recorded a consolidated revenue of Rs. 154.43 million and a net profit of Rs. 3.71 million.

Pinakini Hospitals Limited (PHL)

As a part of its strategy to reach out to the tier II towns and cities, the Company intends to build a hospital in Nellore through a subsidiary company, Pinakini Hospitals Limited.

Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL)

ACSPL, a 61% subsidiary of the company is engaged in the business of running cosmetic surgical centres. For the year ended 31st March 2011, ACSPL recorded a revenue of Rs. 14.65 million and a net loss of Rs. 4.03 million.

Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, a 51% subsidiary of the company owns a 240 bed multi speciality hospital at Bengaluru. For the year ended 31st March 2011, IHRCL recorded a revenue of Rs.875.25 million and a net loss of Rs. 29.30 million.

Alliance Medicorp India Limited (Alliance)

Alliance, a 51% subsidiary of the Company is engaged in the business of running dialysis clinics. For the year ended 31st March 2011, Alliance recorded consolidated revenue of Rs.102.32 million and a net profit of Rs. 1.43 million.

ISIS Health Care India Private Limited (ISIS)

ISIS, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of providing healthcare services. For the year ended 31st March 2011, ISIS recorded a revenue of Rs. 18.67 million and a net loss of Rs.1.23 million.

Mera Health Care India Private Limited (MERA)

MERA, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of healthcare Services. For the year ended 31st March 2011, MERA recorded a revenue of Rs. 12.20 million and a net profit of Rs. 1.24 million.

Alliance Dental Care Private Limited (Alliance Dental)

Alliance Dental, a 100% subsidiary of Alliance Medicorp (India) Limited is engaged in the business of running dental clinics. For the year ended 31st March 2011, Anjana recorded a revenue of Rs. 84.80 million and a net profit of Rs. 2.78 million.

Subdivision of Equity Shares

As a step towards better liquidity and increased investor participation, the Company had undertaken subdivision of one (1) equity share of face value of Rs.10/-each into two (2) equity shares of face value of Rs.5/- each with effect from the Record date i.e. 3rd September 2010. Consequently, new equity shares of face value of Rs.5/- each were credited to the respective depository accounts of shareholders holding shares in demat mode and the new share certificates were issued to shareholders having physical shares. Pursuant to the sub-division of equity shares of the Company, a New ISIN INE437A01024 has been allotted by the Depositories.

Increase in the Authorised Share Capital

During the year, the authorized share capital of the Company has been increased from Rs.850 million divided into 150 million equity shares of Rs. 5/- each and 1 million preference shares of Rs.100/- each to Rs.1100 million divided into 200 million equity shares of Rs.5/- each and 1 million preference shares of Rs.100/- each.

Increase in the Paid-up Share Capital

During the year, the paid-up share capital of the Company increased from Rs.617.85 million (consisting of 123.56 million equity shares of Rs.5/- each) to Rs.623.55 million (consisting of 124.71 million equity shares of Rs.5/- each) consequent to the allotment of 1.14 million equity shares to International Finance Corporation, Washington upon conversion of 750 Foreign Currency Convertible Bonds of USD 10,000 each aggregating to USD 7.5 million at a price of Rs. 302.50 per share of Rs 5/- each including premium of Rs. 297.50 at a premium of 14% over the floor price determined as per the FCCB Scheme, 1993 and in accordance with the terms of the FCCB Loan Agreement dated 18th June 2009.

These shares have been listed at the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange India Limited, (NSE), Mumbai.

Issue of warrants convertible into equity shares to Dr.Prathap C Reddy

(i) During the year, your Company allotted 1.54 million Equity Warrants with each warrant convertible into one equity share of the Company of nominal value of Rs.10/- each at a price of Rs.771.76 which includes a premium of Rs.761.76 per share to Dr. Prathap C Reddy, one of the Promoters of the Company. These warrants were issued with a convertible option to be exercised within a period of 18 months from the date of allotment i.e., on or before 11th December 2011.

The Company has undertaken subdivision of each existing equity share of face value of Rs.10/- each into 2 equity shares of face value of Rs.5/- each with effect from the record date i.e., 3rd September 2010. Accordingly, the 1.54 million warrants allotted to Dr.Prathap C Reddy shall stand adjusted to 3.08 million warrants of face value of Rs.5/- each at a price of Rs.385.88 per share.

(ii) On 5th February 2011, your Company allotted 3.27 million convertible share warrants to Dr. Prathap C Reddy, one of the promoters of the company on a preferential basis under the applicable SEBI guidelines.

These warrants have been issued with a conversion option to be exercised within a period of 18 months from the date of allotment. Each warrant issued is convertible into one equity share of the company of nominal value of Rs.5/- each at a price of Rs.472.46 which includes a premium of Rs.467.46 per share calculated in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The objective of this preferential issue was to part fund the expansion activities, finance additional working capital requirements and for general corporate purposes.

Corporate Governance

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance forms part of the Directors Report in the Annual Report. Your Company has been complying with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Human Resources Development

At Apollo, the delivery of superior medical care to millions of patients looking for a cure is made possible only because of the dedication and diligent services of our employees, some of whom have a touch point with patients directly and others who work indirectly to support the delivery of superior health care. Thus all our employees are both individually and collectively key for the success of Apollo as a trusted medical care provider for all our patients. The philosophy of Tender Loving Care" is not just a motto but a way of life embraced by every employee of the Apollo family, and is a testimony of the commitment from our employees towards Apollos vision to touch a billion lives. Thus Apollo warmly acknowledges the contribution by all its employees towards its success as a healthcare giant in India and supports every effort to nourish this invaluable human capital.

At Apollo we are aware that commitment and competence of employees are key drivers of overall organizational performance and thus we endeavour to strengthen the organizational culture both to attract and retain the best talent. The human resource systems, procedures and the organization environment have been created to ensure creativity, innovation and efficiency amongst the employees. Training is an integral part of the HR system and enables employees to align with the organizations cultural values and develop professional etiquette, skill and knowledge.

We value patient satisfaction enormously and realize that the skill and service of trained manpower are key for maintenance of the trust reposed in us as a quality healthcare provider by our patients. Attrition of trained human capital can pose a challenge in ensuring successful delivery to our patients and hence needs to be tackled systemically. We have devised an effective recruitment and human resources management process to prevent existing attrition of clinical/non-clinical manpower from impacting Apollos superior healthcare delivery model. The robust process ensures a continuous supply of clinical manpower to support the organizations patient care delivery process. Total number of employees for the group increased from 26,659 as on 31st March 2010 to 30,640 as on 31st March 2011.

At Apollo, we believe in maintaining the right organizational climate conducive to developing satisfied and productive employees. Hence we carry out organizational climate surveys on a regular basis to understand the overall organizational climate as perceived by our employees. The Organization Climate Survey 2010 elicited responses from employees on diverse organizational themes such as Sense of belonging, Role of HOD / Superior, Communication, Decision Making process, Training, Team Building, Compensation a Customer satisfaction and based on the feedback received, development action plans are evolved for improvement.

Apollo values every individuals performance and thus Apollo Performance Management System across the Group covering all Management cadre employees was instituted focusing on alignment, measurement and reward and recognition including a Personal Development Plan. As a part of Reward a Recognition scheme, an award for "Employee(s) of the year" a "Outstanding Leader of the year" was instituted to recognize Senior Management employees who demonstrated exemplary leadership qualities by leading a high performing team with focus on growth and development of team members. Leadership development is a continuous process; it evolves as an individual gains experiences, assumes greater levels of responsibility, and faces increasing level of complex organizational demands and problems. Hence, a 360 degree feedback process focusing on leadership competencies was implemented across the Group.

Apollos HR vision is to be an employer of choice where every employee is a brand ambassador of our superior medical service delivery, and an organization, where every individual shares the pride and commitment in taking Apollo to its next phase of development "to touch a Billion lives".

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000, the Directors of the Company hereby state and confirm that:

-In the preparation of the annual accounts for the year, the applicable accounting standards had been followed along with proper explanations and there were no material departures;

-The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

-The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

-The Directors had prepared the annual accounts on a going concern basis.

Fixed Deposits

The total deposits with the Company as on 31st March 2011 was Rs. 579.16 million (Rs.510.67 million as on 31st March 2010) which include deposits for an aggregate of value of Rs. 9.17 million (Rs. 7.53 million as on 31st March 2010) not claimed by the depositors. Out of these deposits, an aggregate value of Rs.1.62 million have since been repaid / renewed.

Directors

As per the provisions of the Articles of Association of the Company, four directors of the company viz., Smt. Suneeta Reddy, Smt. Sangita Reddy, Shri. Deepak Vaidya and Shri. Rafeeque Ahamed retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Shri. Steven Thompson had resigned from the position of Director of the Company with effect from 11th February 2011 due to his inability to continue in view of increased professional commitments.

The Board wishes to place on record its appreciation of the contributions made by Shri. Steven Thompson during his tenure as a Director of the Company.

Auditors

The Auditors, M/s. S. Viswanathan, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

Particulars of Employees as per Section 217(2A) of the Companies Act, 1956.

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars as required to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached herewith as Annexure - A.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.

For and on behalf of the Board of Directors

Dr. Prathap C Reddy Executive Chairman

Place : Chennai Date : 24th May 2011

Mar 31, 2010

The Directors are pleased to present the TWENTY NINETH ANNUAL REPORT and the audited statements of accounts for the year ended 31st March 2010.

Financial Results (Rs.in million)

For the year ended 31st March 2010 31st March 2009

Total Income 18587 - 14803

Profit before Extraordinary Items and Taxation 2222 1763

Provision for Taxation 702 542

Net Profit before Extraordinary Item after Taxation 1520 1221 Extraordinary Item - 40 Net Profit after Extraordinary Item and Taxation 1520 1181

Balance of Profit brought forward 1209 1248

Profit Available for appropriations 2729 2429 Appropriations

Dividend (inclusive of dividend tax) 504 470

Transfer to General Reserve 750 750 Balance carried forward to Balance sheet 1475 1209

Results of Operations

During the year under review, the gross revenue of the Company increased to Rs. 18587 million compared to Rs. 14803 million in the previous year, registering an impressive growth of 26%. The profit after tax for the year increased by 29% to Rs.1520 million compared to Rs. 1181 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased to Rs.20587 million compared to Rs. 16350 million in the previous year, registering an impressive growth of 26%. Net profit after minority interest for the group increased to Rs.1376 million from Rs.1025 million representing a growth of 34%

Consolidated Financial Statements

Your Company has been granted exemption from attaching the financial statements of its subsidiary companies in India and abroad, to the balance sheet of your Company for the financial year 2009-2010, under Section 212(8) of the Companies Act, 1956 by

the Ministry of Corporate Affairs (MCA). A statement of summarized financials of all subsidiaries of your Company, pursuant to the approval under Section 212(8) of the Companies Act, 1956 forms part of this report. Any further information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to the members on request. In accordance with the Accounting Standard, AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company include the financial information of all its subsidiaries.

Dividend

The Board of Directors recommend a dividend of Rs.7/- per Equity Share (70% on par value of Rs.10/-) (as against Rs.6.50 per Equity share, 65% in the previous year) on the paid up equity share capital of the Company for the financial year ended 31st March 2010, which if approved at the forthcoming Annual General Meeting on 26th July 2010 will be paid to those shareholders whose names appear in

the Register of Members as at the closing hours of business on 16th July 2010. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership information furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from 17th July 2010 to 26th July 2010 (both days inclusive).

Transfer of Reserves

Your Company proposes to transfer Rs.750 million to the general reserve out of the amount available for appropriations. An amount of Rs.1475 million is proposed to be retained in the profit 6t loss account.

Credit Rating

CRISIL has assigned to the company a grade of 4/5, indicating a superior rating with strong fundamentals.

Subsidiaries

Your Company has ten subsidiary companies as on March 31, 2010. The statement in respect of the details of the subsidiary companies viz., Unique Home Health Care Limited (UHHCL), AB Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Health and Lifestyle Limited (AHLL), Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL), Pinakini Hospitals Limited (PHL), Imperial Hospital and Research Centre Limited (IHRCL), ISIS Healthcare India Private Limited (ISIS) and Mera Healthcare India Private Limited (MERA) pursuant to section 212 of the Companies Act, 1956, is attached to this report.

Unique Home Health Care Limited (UHHCL)

UHHCL, a wholly owned subsidiary of the Company provides medical and paramedical services including doctors consultation, physiotherapy direct to patient homes and also offers paramedical service in hospitals to critically ill patients. For the year ended 31st March 2010, UHHCL recorded a revenue of Rs.23.60 million and net profit of Rs.11.08 million.

AB Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land, building and medical equipment to the Company for running the hospital. For the year ended 31st March 2010, ABMCL recorded an income of Rs.6.64 million and a net profit of Rs.3.98 million.

Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March 2010 SHEL recorded revenues of Rs.216.79 million and a net profit of Rs. 17.40 million.

Apollo Hospital (UK) Limited (AHUKL)

AHUKL is a wholly owned foreign subsidiary of the Company and is yet to commence its operations.

Apollo Health and Lifestyle Limited (AHLL)

AHLL, a subsidiary of the Company is engaged in the business of providing primary healthcare facilities through a network of franchised clinics across India offering specialist consultation, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended 31st March 2010 AHLL recorded a consolidated revenue of Rs.87.97 million and a net loss of Rs. 2.45 million.

Pinakini Hospitals Limited (PHL)

As a part of its strategy to reach out to the tier II towns and cities, the company intends to build a hospital in Nellore at a total project cost of Rs.600 million through a subsidiary company, Pinakini Hospital Limited.

Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL)

ACSPL, a 66.91% subsidiary of the company is engaged in the business of running cosmetic surgical centres. For the year ended 31st March 2010 ACSPL recorded a revenue of Rs.10.72 million and a net loss of Rs.6.88 million

Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, a 51% subsidiary of the company owns a 240 bed multi speciality hospital at Bengaluru. For the year ended 31st March 2010 IHRCL recorded a revenue of Rs.704.17 million and a net loss of Rs. 67.94 million.

ISIS Healthcare India Private Limited (ISIS)

ISIS, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of providing healthcare services. For the year ended 31st March 2010, ISIS recorded a revenue fo Rs. 14.02 million and a net loss of Rs.1.58 million.

Mera Healthcare India Private Limited (MERA)

MERA, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of providing healthcare services. For the year ended 31st March 2010, MERA recorded a revenue of Rs.8.99 million and a net loss of Rs.0.16 million (Mera was acquired by AHLL on July 11th 2009, the revenue and profitability is for the period 11th July 2009 to 31st March 2010)

Corporate Social Responsibility

This year too Apollo Hospitals undertook several initiatives as an expression of its deep commitment to societal welfare. Some of the more significant ones are listed below:

- "Billion Hearts Beating" campaign, our Corporate Social initiative in association with the Times of India Foundation for increasing awareness of Heart diseases across the country has evoked a tremendous response with more than 16,000 pledges within three weeks of launch. The momentum is expected to accelerate with several leading corporates expressing eagerness to participate in this fight against heart disease.

- The Apollo Hospitals Group signed a memorandum of understanding with the Union Government to set up "Central Government Health Scheme - Apollo Dialysis Clinics" to provide specialised services to kidney patients enrolled under the CGHS.

- Apollo Group completed 2,500 cardiac surgeries performed under the auspices of SACH - Save A Childs Heart, our endeavour to support the medical treatment expenses of underprivileged children ailing with serious congenital heart disease.

- Under SAHI, our initiative to aid the hearing impaired children, almost 1,000 children were screened, over 150 were referred for surgery and 160 were provided with hearing aids.

- Apollo Hospitals set up on-site medical centres, to provide immediate attention at various international sports events, exhibitions and pilgrim congregations. This apart different hospitals in the group conducted several free medical camps in their neighbouring areas, which were highly appreciated.

Increase in Paid-up Share Capital

During the year, the paid-up share capital of the Company increased from Rs.602,357,020/- (consisting of 60,235,702 equity shares of Rs.10/- each) to Rs.617,848,590/- (consistingof 61,784,859 equity shares of Rs.10/- each) consequent to the allotment of 1,549,157 equity shares to Dr. Prathap C Reddy upon conversion of 1,549,157 warrants on 18th April 2009 at a price of Rs.497.69 per share including a premium of Rs. 487.69 per share.

These shares have been listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange India Limited, (NSE), Mumbai.

Issue of Foreign Currency Convertible Bonds (FCCBs)

During the year, your company issued 1500 Unsecured Foreign Currency Convertible Bonds (FCCB) with a face value of USD 10,000 each aggregating to US$ 15,000,000 to International Finance Corporation, Washington, with an option of converting the FCCBs into equity shares at a price of Rs.605/- per share.

Issue of warrants convertible into equity shares to Dr. Prathap C Reddy

Your company has issued 1,544,621 convertible share warrants to Dr. Prathap C Reddy, one of the promoters of the company on a preferential basis under the applicable SEBI guidelines.

These warrants have been issued with a convertible option to be exercised within a period of 18 months from the date of allotment. Each warrant issued can be converted into one equity share of the company of nominal value of Rs.10/- each at a price of Rs.771.76 which includes a premium of Rs.761.76 per share calculated in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The objective of this preferential issue was to part fund the expansion activities, finance additional working capital requirements and general corporate purposes.

Proceeds of Preferential Issues

The details of utilization of proceeds of preferential issues upto 31st March 2010, are set out in the statement attached herewith as Annexure - A.

Corporate Governance

Pursuant to clause 49 (VII) of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance forms part of the Directors Report in the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Auditors of the Company regarding compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Human Resources Development

We at Apollo believe that employees are our most valued assets who live the values of the enterprise in delivering excellence in patient care at every touch point 24/7 symbolizing a ray of hope for millions, looking for a cure. All our employees embrace the philosophy of "Tender Loving Care" (TLC) as a way of life and the entire Apollo family is committed towards touching a billion lives.

Our human resources team strives to align the HR policies with the business goals and help in creating a performance driven culture. Various initiatives such as performance linked to rewards, transparent and consultative review process, building a high performance work system have facilitated businesses growth. The total employee strength as on March 2010 is 21,080 as against 19,088 for the year ended March 2009.

We believe that "employee opinion matters "and hence carry out climate surveys on a regular basis. The Organization Climate Survey 2009 covered responses from employees on various themes such as Sense of belonging, Organization, Work environment, Role of HOD / Superior, Role Clarity, Employees Initiatives, Communication, Decision Making process, Training, Team Building, Interdepartmental Coordination, Compensation, Staff Welfare & Customer satisfaction and based on the feedback development action plans were evolved.

Highly structured Performance Management System (Apollo Performance Management System) across the Group covering all Management cadre employees was institutionalized focusing on alignment, measurement and reward and recognition including Personal Development Plan.

In our endeavour to improve the efficiency and effectiveness of our processes, we embarked on the journey of Lean Six Sigma (LSS) with an objective to become the pioneer in Indian Healthcare adopting LSS for "next practices" in establishing world class reliability standards for excellence in patient care service.

To integrate Six Sigma with every part of our organization we have launched Mission 2012 with a unique Apollo Logo - To have certified 50 Black belts, 500 Green belts & 5,000 Yellow belts across the group. Today we have 400 Trained Green Belts in our group and 12 Black Belts. Black Belt and Green Belt certification will be based on projects focusing on cost saving and process improvement which helps in improving customer satisfaction followed by an examination by the Indian Statistical Institute.

The HR teams have prioritized Excellence in Patient Care through TLC as a way of life as the theme for the year with focus on Personal productivity and Team work, improving young talent ratios and developing the next generation leadership for the Group.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000, the Directors of the Company hereby state and confirm that:

- In the preparation of the annual accounts for the year, the applicable accounting standards had been followed along with proper explanations and there were no material departures;

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

Fixed Deposits

The total deposits with the Company as on 31st March 2010 was Rs.510.67 million (Rs.136.15 million as on 31st March 2009) which include deposits for an aggregate value of Rs. 7.53 million (Rs.4.64 million as on 31st March 2009) not claimed by the depositors. Out of these deposits, an aggregate value of Rs.2.37 million have since been repaid / renewed.

Directors

As per the provisions of the Articles of Association of Company, four Directors of the Company viz., Shri. N. Vaghul, Shri. T.K. Balaji, Shri. Rajkumar Menon and Shri.Khairil Anuar Abdullah retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Shri. Neeraj Bharadwaj resigned as a Director with effect from 29th October 2009.

Shri. P. Obul Reddy relieved from the Board with effect from 28th January 2010 consequent to his inability to continue as a director on health grounds.

The Board wishes to place on record its appreciation for the contributions made by Shri.P.Obul Reddy and Shri.Neeraj Bharadwaj during their tenure on the Board of the Company.

New Directors

Shri. Sandeep Naik, was appointed as an Additional Director with effect from 29th October 2009.

Smt. Shobana Kamineni was appointed as an Additional Director and Whole Time Director designated as Executive Director - Special Initiatives with effect from 1st February 2010.

Auditors

The Auditors, M/s. S. Viswanathan, Chartered Accountants, retire at the ensuing Annual General

Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

Particulars of Employees as per Section 217(2A) of the Companies Act, 1956.

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Particulars as required to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached herewith as Annexure - B.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : 28th May 2010 Executive Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article