Directors Report of Aster DM Healthcare Ltd.

Mar 31, 2025

Your Directors have immense pleasure in presenting the 17^th Annual Report, highlighting the Business Performance along with the audited
financial statements for the financial year ended March 31, 2025.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results

	Standalone		Consolidated
		2024	2025	2024
Revenue from operations	2,320.48	2,036.50	4,138.46	3,698.90
Other income	5,738.67	49.02	148.23	24.85
Total income	8,059.15	2,085.52	4,286.69	3,723.75
Total expenditure	2,094.05	1,876.17	3,746.58	3,451.22
Profit/(loss) before exceptional items and tax	5,965.10	209.35	540.11	272.53
Exceptional items	323.15	-	(50.14)	-
Profit before tax & Share of net profit/(loss) of equity accounted investees	6,288.25	209.35	489.97	272.53
Share of net profit/(loss) of equity accounted investees	-	-	(18.91)	(11.34)
Profit before tax	6,288.25	209.35	471.06	261.19
Less: Tax expense	79.28	52.39	134.37	56.51
Profit for the year from continuing operations	-	-	336.69	204.68
Profit for the year from discontinued operations	-	-	5,071.20	6.88
Profit for the year	6,208.97	156.96	5,407.89	211.56
Other comprehensive income/(loss), net of taxes	(1.03)	(0.64)	(2.11)	46.42
Total comprehensive income/(loss)	6,207.94	156.32	5,405.78	257.98
Profit attributable to Owners of the Company	6,207.94	156.32	5,377.83	129.28
Profit attributable to Non-controlling interest	-	-	30.06	82.28
Total	6,207.94	156.32	5,407.89	211.56
Total comprehensive income attributable to Owners of the Company	6,207.94	156.32	5,375.79	171.89
Total comprehensive income attributable to Non-controlling interest	-	-	29.99	86.09
Total	6,207.94	156.32	5,405.78	257.98
Earnings per share
Continuing operations (INR)
Basic	124.67	3.15	6.16	3.60
Diluted	124.52	3.15	6.15	3.60
Discontinuing operations (INR)
Basic	-	-	101.82	(1.00)
Diluted	-	-	101.70	(1.00)
Continuing & Discontinued operations (INR)
Basic	124.67	3.15	107.98	2.60
Diluted	124.52	3.15	107.85	2.60

Financial Position

Particulars	Standalone		Consolidated
	2025	2024	2025	2024
Cash and cash equivalents	119.84	27.72	164.59	82.23
Trade receivables	138.13	127.55	257.81	233.35
Other current assets	1,353.65	1,614.57	1,479.07	249.43
Assets classified as held-for-sale	-	-	-	13,600.29
Total current assets	1,611.62	1,769.84	1,901.47	14,165.30
Property, plant and equipment (including capital work-in-progress)	1,076.61	995.78	2,663.28	2,442.15
Goodwill	-	-	264.12	264.12

	Standalone		Consolidated
		2024	2025	2024
Other intangible assets (including intangible asset under development)	1.25	2.09	30.32	31.38
Other non-current assets	2,275.28	1,770.02	1,747.19	1,088.36
Total non-current assets	3,353.14	2,767.89	4,704.91	3,826.01
Total assets	4,964.76	4,537.73	6,606.38	17,991.31
Non-current liabilities	1,204.39	779.69	2,075.72	1,672.94
Liabilities directly associated with assets classified as held-for-sale	-	-	-	10,417.02
Current liabilities	420.88	463.80	879.21	871.24
Total current and non-current liabilities	1,625.27	1,243.49	2,954.93	12,961.20
Equity	499.52	499.52	499.52	499.52
Other equity	2,839.97	2,794.72	2,928.55	4,060.27
Non-controlling interest	-	-	223.38	470.32
Total equity	3,339.49	3,294.24	3,651.45	5.030.11
Total equity and liabilities	4,964.76	4,537.73	6,606.38 |	17,991.31

Note: The figures presented have been regrouped for ease of understanding and may not align with the classification prescribed under
Indian Accounting Standards (IND AS).

Performance Overview

During the year under review, the Company reported on a consolidated basis, a total income of INR 4,286.69 crores as compared to
INR 3,723.75 crores in the previous year. Of the total revenue from operations for financial year 2025, our hospital segment accounted
for INR 4029.90 crores, our clinic segment accounted for INR 57.79 crores, our wholesale pharmacy segment accounted for INR
126.72 crores and other segment accounted for INR 7.93 crores. The Company reported on a standalone basis, a total income of
INR 8,059.15 crores as compared to INR 2,085.52 crores in the previous year.

Other income includes dividend of INR 5,569.96 crore received from Affinity Holdings Private Limited on receipt of proceeds on completion
of sale of Gulf Cooperation Council (GCC) business.

The Management Discussion and Analysis section, which forms part of this Integrated Annual Report, inter-alia, covers the Company''s
strategies for the financial year 2025-26.

2. TRANSFER TO RESERVES

There were no appropriations to/from the general reserves of the Company during the year under review.

3. DIVIDEND

Your Directors recommended/ declared dividend as under:

Particulars	Fiscal 2025	Fiscal 2024
	Dhaaden/nPer |DividenN Rpare	Dividend per share in INR	Dividend payout in INR crore
Special Dividend	118 5,894.25	-	-
Interim Dividend	4 199.80	-	-
Final Dividend	1 51.81	2	99.90

Note:

The Company declares and pays dividend in Indian Rupees (INR). Company is required to pay / distribute dividend after deducting applicable
withholding income taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to
withholding tax at applicable rates.

The Board of Directors, at its meeting held on May 20, 2025, has recommended a final dividend for the financial year 2024-25, subject to
approval of the shareholders at the ensuing Annual General Meeting ("AGM") scheduled on Thursday 04, 2025.

The record date to determine the eligibility of Shareholders
to receive the final dividend for the financial year ended
March 31, 2025, is August 28, 2025. According to the Finance
Act, 2020, dividend income will be taxable in the hands of the

Members w.e.f. April 1, 2020, and the Company is required to
deduct tax at source from the dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

The Dividend Distribution Policy, in terms of Regulation 43A of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations") is available on the Company''s website on
https://www.asterdmhealthcare.in/fileadmin/user upload/
Final_DDP_to_upload_on_website.pdf

4. SEGREGATION OF GULF CORPORATION COUNCIL
BUSINESS

Pursuant to the recommendation of the Audit Committee and
the Board of Directors at their meetings held on November 28,
2023, the Shareholders, on January 22, 2024, approved the sale
by Affinity Holdings Private Limited, a wholly-owned subsidiary
of the Company, of its entire shareholding in entities operating
in the GCC region, including Aster DM Healthcare FZC, a material
subsidiary, to Alpha GCC Holdings Limited.

The Company completed the segregation of its GCC business
on April 03, 2024, through the sale by Affinity Holdings Pvt. Ltd.

for a cash consideration of USD 907.6 million. Subsequently, on
April 12, 2024, the Company declared a special dividend of INR
118/- per share for the financial year 2024-25, aggregating to
approximately INR 5,894/- crores.

5. MERGER OF QCIL WITH THE COMPANY

The Board of Directors of the Company at its meeting held on
November 29, 2024, had approved the scheme of amalgamation
of Quality Care India Limited (“QCIL") with the Company and
their respective shareholders & creditors pursuant to Section
230-232 and other applicable provisions of the Act, and
rules made thereunder, subject to receipt of necessary
regulatory approvals.

As consideration for the amalgamation, the Company will issue
equity shares to the shareholders of QCIL at a swap ratio of
977:1000, i.e., 977 equity shares of the Company for every
1,000 equity shares held in QCIL. Subject to receipt of the

necessary approvals, the Company will also change its name to
"Aster DM Quality Care Limited".

The Company has received approval from the Competition
Commission of India on April 15, 2025, and approval from
the Stock Exchanges/SEBI is currently awaited. The Company
will initiate the process of filing the requisite application
before the Hon''ble National Company Law Tribunal (NCLT) to
seek its directions, including convening meetings of relevant
stakeholders, pursuing the next steps under the merger process
and complying with other applicable regulatory requirements.

6. SHARE CAPITAL

The share capital of the Company as on March 31, 2025, stands
at INR 499.52 crores consisting of 49,95,13,060 equity shares
of INR 10/- each. During the year under review, the Company
has not issued any shares with differential voting rights or
any sweat equity shares. Details of Employee Stock Options
granted by the Company are provided separately in annexure
to this report.

7. PREFERENTIAL ISSUE OF SHARES

During the year under review, pursuant to the Share Acquisition
Agreement dated November 29, 2024 (“SAA") entered into,
inter alia, with BCP Asia II Topco IV Pte. Ltd. (“BCP"), Centella
Mauritius Holdings Limited (“TPG") (collectively, the "Allottees"),
and Quality Care India Limited (“QCIL"), the Company has
obtained approval of the shareholders through a postal ballot
on December 29, 2024, for the issuance of 1,86,07,969 equity
shares of INR 10/- each at a price of INR 456.33/- per share
(“Subscription Shares") to the Allottees on a preferential basis,
for consideration other than cash.

The said consideration was discharged by way of acquisition of
1,90,46,028 equity shares of QCIL (“Purchase Shares") from the
Allottees at a price of INR 445.87/- per equity share.

On receipt of regulatory approvals, the Board of Directors, on
April 29, 2025, had allotted the said shares to TPG and BCP
pursuant to the swap of a 5% stake in QCIL from TPG and BCP.
Accordingly, the paid-up capital of the Company as on the
date of this report stands at INR 518.12/- crores consisting of
51,81,21,029 equity shares of INR 10/- each. Except as above,
there has been no other change in share capital of the Company,
during the year under review.

8. DEPOSITS FROM PUBLIC

The Company has not accepted any public deposits within
the meaning of Section 73 of the Act, and the Companies
(Acceptance of Deposits) Rules, 2014, and as such, no amount
on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.

9. PARTICULARS OF LOANS, GUARANTEE AND
INVESTMENTS

Loans, guarantees and investments covered under Section 186
of the Act form part of the Notes to the financial statements
provided in this Integrated Annual Report.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

The Company, together with its subsidiaries, is engaged in
the business of establishing and operating hospitals, clinics,
pharmacies and other healthcare facilities across India. At
the beginning of the financial year, the Group comprised of

79 subsidiaries and 8 Associates and 1 Joint Venture. On April
3, 2024, the Company segregated its GCC business, which
included 59 subsidiaries and 4 Associates and 1 Joint venture.

As of March 31, 2025, the Group retains 20 subsidiaries and
4 associates, with no material change in the nature of their
business operations.

Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company''s subsidiaries/associates in Form AOC-1 is annexed
as Annexure 1 to this report.

Further, pursuant to the provisions of Section 136 of the
Act, the standalone financial statements of the Company,
the consolidated financial statements along with relevant
documents and separate audited financial statements in
respect of subsidiaries, are available on the Company''s website
at https:/www.asterdmhealthcare.in/investors/financial-

information/annual-reports

11. CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

During the year under review, all contracts, arrangements and
transactions entered into by the Company with related parties
were in the ordinary course of business and on an arm''s length
basis. The Company did not enter into any transaction, contract
or arrangement with related parties that could be considered
material in accordance with the Company''s policy on dealing
with related party transactions. Further, during the financial
year 2024-25, there were no materially significant related
party transaction(s) entered by the Company which might have
potential conflict with the interest of the Company at large.

The disclosure of related party transactions in Form AOC-2 is
annexed as Annexure 2 to this report. Detailed disclosure on
related party transactions as per IND AS- 24 have been provided
under Note No. 36 of the Standalone Financial Statements.

In line with the requirements of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Company has formulated a Policy on
Related Party Transactions and the same can be accessed using
the following link https:/www.asterdmhealthcare.in/fileadmin/
Policy on dealing with Related party transactions 1.pdf
The policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between
the Company and related parties.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Act, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there has
been no material departures;

b) the Directors have 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 and loss of
the Company for that period;

c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a
going concern basis;

e) the Directors have laid down internal financial controls to
be followed by the Company, which are adequate and are
operating effectively;

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments

• The following Directors were appointed from
July 31, 2024, by way of shareholders'' approval at
their 16^th AGM:

1. Mr. Anoop Moopen (DIN: 02301362) - Non¬
Executive Non-Independent Director

2. Dr. Zeba Azad Moopen (DIN: 03604401) - Non¬
Executive Non-Independent Director

3. Mr. Sunil Theckath Vasudevan (DIN: 00294130) -
Non-Executive Independent Director

4. Mr. Maniedath Madhavan Nambiar (DIN: 01122411)
- Non-Executive Independent Director

• Mr. Amitabh Johri resigned as Joint Chief Financial Officer
with effect from April 25, 2024, and accordingly, Mr. Sunil
Kumar M R, who was previously the Joint Chief Financial
Officer, has assumed the role of the Chief Financial Officer
of the Company.

Resignations

1. Mr. Wayne Earl Keathley (DIN: 09331921 ) has resigned
as a Non-executive Independent Director of the Company
with effect from April 03, 2024.

2. Mr. Daniel Robert Mintz (DIN: 00960928) has resigned as
a Non-executive Director of the Company with effect from
April 03, 2024.

Re-appointments

• In accordance with Articles of Association,
Mr. Shamsudheen Bin Mohideen Mammu Haji
(DIN: 02007279) Non-Executive Director shall retire by
rotation at the ensuing AGM. The Director being eligible
offers himself for re-appointment. The Notice of AGM of
the Company contains the above proposal for the approval
of the Members.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (''KMP'') as on March 31, 2025:

S. No	Name of the Key Managerial Personnel	Designation
1	Dr. Azad Moopen	Chairman and Managing Director
2	Ms. Alisha Moopen	Deputy Managing Director
3	Mr. Sunil Kumar M R	Chief Financial Officer
4	Mr. Hemish Purushottam	Company Secretary and Compliance Officer

14. COMMITTEES OF DIRECTORS

The Company has constituted Committees as required under
the Act and the Listing Regulations and the details of the said

Committees form part of the Corporate Governance Report.

15. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations,
the evaluation of Board of Directors was conducted for the
financial year 2024-25. The evaluation was conducted by
engaging an external independent agency having the requisite
expertise in this field. An online questionnaire method was
adopted for evaluation based on the criteria formulated by the
members of the Nomination and Remuneration Committee
(“NRC"). The evaluation was made to assess the performance
of Individual Directors, Committees of the Board, Board as a
whole Executive Directors and the Chairman. Adherence to the
Code of Conduct, display of leadership qualities, Independence
of judgement, integrity, confidentiality , engagement level and
participation at the Board / Committee meetings were some
of the criterions based on which the performance evaluation
was conducted. Further, the evaluation of Management was
conducted based on the factors such as timeliness in the flow of
information, transparency and quality of information provided
to the Board for decision making and adoption of suggestions
provided by the Board.

The Independent Directors at their meeting held on
May 19, 2025, reviewed the performance of the Non¬
Independent Directors, Committees of the Board, the Board as a
whole and Chairman based on the evaluation of other Directors.
The NRC at their meeting held on May 19, 2025, reviewed the
outcome of the evaluation process.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from Independent
Directors in accordance with Section 149(7) of the Act and
Regulations 25(8) of the Listing Regulations that he/she meets
the criteria of Independence as laid out in Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing Regulations. The Board
of Directors are of the opinion that all the Independent Directors
meet the criteria regarding integrity, expertise, experience
and proficiency.

In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014, Independent Directors of the Company have confirmed

that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs (“IICA“).

17. POLICY ON APPOINTMENT OF DIRECTORS AND
REMUNERATION

The policy of the Company on directors'' appointment
and remuneration, including the criteria for determining
qualifications, positive attributes, Independence of a director
and other matters, as required under sub-section (3) of Section
178 of the Act is available on the website of the Company at
https://www.asterdmhealthcare.in/fileadmin/Policy on
Nomination Remuneration and Evaluation.pdf

The salient features of the policy are as under:

Structured Framework: Establishes clear guidelines for the
appointment, reappointment, removal, and succession planning
of Directors, KMPs, and Senior Management.

Merit & Diversity Focus: Emphasizes merit-based selection
with due consideration for board diversity, including gender,
skills, and experience.

Performance-Linked Remuneration: Defines a balanced
remuneration structure combining fixed pay, performance
incentives, and long-term benefits aligned with
industry benchmarks.

Board Evaluation: Outlines annual performance evaluation of
the Board, its committees, and individual directors, influencing
continuation and reappointment decisions.

Independent Oversight: Ensures Independent Directors meet
separately to review board performance and information flow,
maintaining governance standards.

We affirm that the remuneration paid to the Directors is as per
the terms laid out in the Nomination and Remuneration Policy
of the Company.

18. BOARD MEETINGS AND AGM

The Board of Directors met 15 times during the financial
year viz., April 12, 2024; May 28, 2024, July 31, 2024,
September 17, 2024, October 07, 2024, October 23, 2024,
November 05, 2024, November 11, 2024, November 15, 2024,
November 25, 2024, November 28, 2024, November 29, 2024,
December 12, 2024, January 31,2025 and March 27, 2025. The
intervening gap between the meetings was within the period

prescribed under the Act and Listing Regulations. Detailed
information on the meetings of the Board and its Committees
is provided in the Corporate Governance Report.

The AGM for the financial year 2023-24 was held on August 29,

2024, through Video Conferencing (''VC'') facility.

19. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (“ICSI") as required under
Section 118 (10) of the Act and such systems are adequate and
operating effectively.

During the FY 2024-25, the Company has adhered with the
applicable provisions of the Secretarial Standards (“SS-1 and
SS-2") relating to ''Meetings of the Board of Directors'' and
''General Meetings'' issued by the ICSI.

20. PARTICULARS OF EMPLOYEES

The remuneration paid to Directors, Key Managerial Personnel,
and Senior Management Personnel during FY 2024-25 was in
accordance with the NRC Policy of the Company. The statement
containing particulars of employees 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 provided in Annexure 3 to this report.

21. EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the
Board, inter-alia, administers and monitors the Company''s
Employees Stock Option Plan “Aster DM Healthcare Employees
Stock Option Plan 2013" ("ESOP Plan") in accordance with
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the plan is
implemented through DM Healthcare Employees Welfare Trust
("ESOP Trust").

During the year, 4,32,156 shares were transferred from the
ESOP Trust to the eligible employees under the prevailing ESOP
Plan. As on March 31, 2025, the ESOP Trust held 13,07,911

(0.26%) equity shares of the Company.

Disclosures as required under Rule 12 of Companies (Share
Capital and Debentures) Rules, 2014 read with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 have been
provided separately in Annexure 4 to this report. The same
can be accessed on the Company''s website at https:/
www.asterdmhealthcare.in/investors/stock-exchange-
disclosures/esop-disclosure There have been no material
changes in the Employee Stock Option Scheme during the
financial year 2024-25.

The certificate from the Secretarial Auditor that the scheme
has been implemented in accordance with Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and the resolutions passed

by the shareholders shall be placed at the AGM for inspection
by the Members.

22. INTERNAL CONTROL SYSTEMS

The Company is committed to maintain a high standard of
internal controls throughout its operations. The Company
has adopted policies, processes, and procedures for ensuring
orderly and efficient conduct of the business, including
adherence to the Company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the
reasonableness and completeness of the accounting records,
and the timely preparation of reliable financial disclosures.
The internal control system is commensurate with the nature
of business, size and complexity of operations and has been
designed to provide reasonable assurance on the achievement
of objectives, effectiveness and efficiency of operations,
reliability of financial reporting and compliance with applicable
statutory laws and regulations. The Internal control system is
designed to manage rather than to eliminate the risk of failure
to achieve business objectives. The same is designed to ensure
that all transactions are evaluated, authorized, recorded and
reported accurately.

As part of the Corporate Governance Report, the Chief
Financial Officer certification is provided, for assurance on the
existence of effective internal control systems and procedures
in the Company.

The internal control framework is supplemented with an
internal audit program that provides an Independent view
of the efficacy and effectiveness of the process and control
environment and supports a continuous improvement program.
The internal audit program is managed by an in-house internal
audit function and supported by the co-sourced internal audit
team, KPMG Assurance and Consulting Services LLP, which is
an external firm. The Audit Committee of the Board oversees
the internal audit function, including review of the internal audit
plan which is prepared based on adequate risk assessment of
the Company operations.

The Audit Committee is regularly apprised by the internal
auditors and co-sourced internal auditors through various
reports and presentations. The scope and authority of the
internal audit function is approved by the Audit Committee. The
internal audit function develops an internal audit plan to assess
process, control''s design and operating effectiveness, as per
the risk assessment methodology. The internal audit function
provides assurance to the Board that a system of internal
control is designed and deployed to manage key business risks
and is operating effectively. The Audit Committee also reviews
the effectiveness of implementation of the mitigation actions
designed and implemented by the management to remediate
any of the gaps.

23. VIGIL MECHANISM

The Company believes in conducting its affairs in a transparent
manner, in compliance with statutory requirements and adopts
highest standards of professionalism and ethical behaviour.

Integrity is one of the key values of the Company that it strictly
abides by. Keeping that in view, the Company has established a
vigil mechanism for Directors, employees and other personnel to
report concerns about unethical behaviour, actual or suspected
fraud or violation of the Company''s code of conduct or ethics.
The Whistle Blower Policy is available on the website of the
Company at https:Ywww.asterdmhealthcare.in/fileadmin/
user upload/Aster Whistle Blowing Policy .pdf

The Company, as a policy, condemns any kind of discrimination,
harassment, victimization, or any other unfair employment practice
being adopted against whistle blowers and provides adequate
safeguard measures. It also provides to the complainant, direct
access to the Chairman of the Audit Committee to raise concerns.

In addition to this, the Company has also engaged an
independent agency called ''Integrity Matters'' that provides an
electronic and digital platform to report any unethical practices
or harassment/injustice at the workplace confidentially and,
if desired, anonymously by the complainant anywhere in the
world to ensure fairness and transparency in the process.

The Audit Committee reviews, on a quarterly basis, the status
of whistleblower complaints received, along with the actions
taken and remedial measures implemented.

24. RISK MANAGEMENT POLICY

The Board of Directors of the Company has a Risk Management
Committee to frame, implement and monitor the risk
management plan for the Company.

In order to bring in further accountability, transparency and
expertise in the risk management, the Company has a process
of periodic reporting to the Risk Management Committee. The
Risk Management Committee oversees how management
monitors compliance with the risk management policies and
procedures and reviews the adequacy of the risk management
framework in relation to the risks being faced by the Company.

The development and implementation of risk management
policy has been covered in the Management Discussion and
Analysis, which forms part of this report.

The Risk Management Policy is available on the website of

the Company at https:Ywww.asterdmhealthcare.in/fileadmin/
user upload/Risk Management Policy.pdf

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has a well-defined policy on Corporate Social
Responsibility ("CSR") as per the requirement of Section 135 of
the Act. The CSR activities of the Company undertaken by Aster
Volunteers broadly includes providing free healthcare services
to the under-privileged children and the needy, village adoption,
providing education, and sustainability programmes. The CSR
activities are being carried out under the broad umbrella of
our registered charitable organization - Aster DM Foundation
(''the Foundation"). The Foundation is established and endowed
as a non-profitable charity and philanthropic organization by
Dr. Azad Moopen as the Managing Trustee of the foundation is
registered under Ministry of Corporate Affairs.

The CSR Policy of the Company is available on the website of
the Company at https:/www.asterdmhealthcare.in/fileadmin/
user upload/CSR Policy 01.pdf Details on Corporate Social
Responsibility activities undertaken during the year is provided
in Annexure 5 forming part of this report.

26. AUDITORS

i. Statutory Auditor

M/s. Deloitte Haskins & Sells, Chartered Accountants
[Firm Registration Number: 008072S] was appointed
as the Statutory Auditor of the Company for a period
of five (5) years from the conclusion of 12^th AGM till the
conclusion of 17^th AGM.

The Board of Directors, based on the recommendation of
the Audit Committee, had considered and approved the
re-appointment of M/s. Deloitte Haskins & Sells, Chartered
Accountants (Firm Registration Number. 008072S)
("Deloitte") as the Statutory Auditor of the Company
for a second term of five (5) consecutive years from the
conclusion of 17^th AGM till the conclusion of 22^nd AGM for
the FY 2025-26 till 2029-30, subject to the approval of
the Shareholders at the ensuing AGM.

The Company has received necessary consent from
Deloitte for their re-appointment and confirmation to
the effect that their appointment, if made, would be
within the prescribed limits and that they do not incur any
disqualification under Section 141 of the Act and the rules
made thereunder. The notice of the ensuing 17^th AGM
contains necessary resolution in this regard.

ii. Secretarial Auditor

On the recommendation of the Audit Committee,
the Board of Directors at its meeting held on
May 20, 2025 had appointed M/s. S Sandeep &
Associates, Practising Company Secretaries, [Firm
Registration Number: P2025TN103600] as Secretarial
Auditor of the Company for a term of five consecutive
years from financial year 2025-26 till financial year
2029-30, subject to the approval of shareholders in
terms of Section 204 of the Act and Rules thereunder
and Regulation 24A of Listing Regulations.

The Company has received necessary consent from
M/s. S Sandeep & Associates & Associates for their
appointment and confirmation to the effect that they do
not incur any disqualification under Section 204 of the Act

and the rules made thereunder read with Regulation 24A
of the Listing Regulations and relevant circulars issued by
SEBI in this regard. The notice of the 17^th AGM contains
necessary resolution in this regard.

iii. Cost Auditor

The Company has maintained cost records and accounts as
specified by the Central Government under Section 148(1)
of the Companies Act, 2013 and rules made thereunder
and M/s. Jitender Navneet & Co., Cost Accountants [Firm
Registration Number: 000119] was appointed as the

Cost Auditor of the Company to conduct the audit of cost
records for the financial year 2024-25.

The Board of Directors, on the recommendation of
the Audit Committee, had re-appointed M/s. Jitender
Navneet & Co., Cost Accountants as the Cost Auditor
of the Company to conduct the audit of cost records
for the financial year 2025-26 at a remuneration of
INR 2,50,000/- (Rupees Two Lakhs and Fifty Thousand
only) plus out of pocket expenses & taxes as applicable, if
any, in connection with the cost audit.

The Board of Directors of the Company recommends the
ratification of remuneration of M/s. Jitender Navneet &
Co. Cost Accountants for financial year 2025-26 at the
ensuing 17^th AGM. The Notice of 17^th AGM contains the
above proposal for the approval of the Members.

27. AUDIT REPORT

i. Statutory Audit Report

The Statutory Audit report on the financial statements
of the Company for the financial year 2024-25 is being
circulated to the shareholders along with the financial
statements. There are no qualifications or adverse
remarks made by the Statutory Auditor in their report for
the financial year ended March 31, 2025.

During the year under review, the Statutory Auditor has
not reported, to the Audit Committee, any incident of
material fraud committed against the Company by its
officers or employees under Section 143 (12) of the Act.

ii. Secretarial Audit Report

The Secretarial Audit report issued by M/s. S Sandeep
& Associates, Practising Company Secretaries for the
financial year 2024-25 is annexed as Annexure 6 to this
report. There are no qualifications or observations made
by the Secretarial Auditor in their report for the financial
year ended March 31, 2025.

Pursuant to Regulation 24A of the Listing Regulations,

the Secretarial Audit report of Malabar Institute of
Medical Sciences Ltd, a material unlisted subsidiary of
the Company issued by M/s. Ashique and Associates,

Practising Company Secretaries, for the financial year
2024-25 is annexed as Annexure 6A to this report.

During the year under review, the Secretarial Auditor
has not reported to the Audit Committee any incident of
fraud committed against the Company by its officers or
employees under Section 143 (12) of the Act.

28. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION

There have been no material changes and commitments which
affect the financial position of the Company that have occurred
between the end of the financial year to which the financial
statements relate and the date of this report.

29. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return for FY 2024-25 is available on Company''s
website at https:/www.asterdmhealthcare.in/investors/

corporate-governance/annual-returns

30. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by any
Regulators or courts or tribunals impacting the going concern
status and Company''s operations in future.

31. BUSINESS OF THE COMPANY

The Company is into the business of establishing and operating
hospitals, clinics, pharmacies and other healthcare facilities.
There has been no change in the nature of business during the
financial year.

32. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS
BINDING THE COMPANY

There are no agreements impacting management or control of
the Company or imposing any restriction or creating any liability
upon the Company in the financial year 2024-25.

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual
Harassment ("POSH") at workplace framed under Sexual
Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. The Internal Committee (“IC") has been
constituted as per the said Act to redress the complaints with
respect to sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.

(a) number of complaints of sexual harassment received in
the year: 9 (nine)

(b) number of complaints disposed off during the year: 9 (nine)

(c) number of cases pending for more than ninety days: Nil
Note: The above information is provided on a consolidated basis.

34. DISCLOSURE ON COMPLIANCE OF MATERNITY
BENEFITS ACT

The maternity benefits provided by the Company offer financial
security, job protection, and adequate time for rest and recovery
to female employees during and after childbirth or adoption.
By complying with the provisions of the Maternity Benefit
Act, 1961, the Company ensures a supportive and inclusive
work environment that promotes the well-being of both the
employee and her child.

35. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREX EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed as Annexure 7
to this report.

36. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the
Regulation 34 (3) of the Listing Regulations and Schedule V (B) to
the said regulation forms part of the Integrated Annual Report.

37. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V (C) to the Listing
Regulations, the Corporate Governance along with the
Compliance certificate from the Practicing Company Secretary
is annexed as Annexure 8 to this report.

38. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY
REPORT

In terms of SEBI Master Circular No. SEBI/HO/CFD/PoD2/
CIR/P/2023/120 dated July 11, 2023 and as per the Regulation
34 (2) (f) of the Listing Regulations, the Business Responsibility
and Sustainability Report for the year under review is annexed
as Annexure 9 to this report.

39. ACKNOWLEDGEMENT

Your directors thank the Company''s shareholders, customers,
banks, financial institutions, and well-wishers for their

continued support during the year. Your Directors place on
records their appreciation for the contribution made by the
employees at all levels. The Company''s consistent growth was
made possible by their hard work, solidarity, co-operation,
and support. The Board sincerely expresses its gratitude to
Government of India, Ministry of Corporate Affairs, Reserve
Bank of India, Foreign Investment Promotion Board, Securities
and Exchange Board of India, Bombay Stock Exchange Limited,
National Stock Exchange of India Limited and Governments of
Kerala, Karnataka, Andhra Pradesh, Telangana, Tamil Nadu and
Maharashtra for the guidance and support received from them
including officials thereat from time to time.

40. INTEGRATED REPORT

The Company has voluntarily provided an Integrated Report,
encompassing both financial and non-financial information, to
enable members to gain a comprehensive understanding of its
performance and value creation.

The Report also covers the organisation''s strategy, business
model, stakeholder engagement, governance framework,
performance, approach to risk management, and prospects for
value creation, drawing on the six forms of capital, viz., financial,
manufactured, intellectual, human, Natural, and the social and
relationship capital.

For and on behalf of the Board of Directors
Dr. Azad Moopen

Date : July 30, 2025 Chairman and Managing Director

Place : Kochi DIN: 00159403

---

Mar 31, 2024

The Directors have immense pleasure in presenting the Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended March 31, 2024.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results		(INR in crores except per share data)
Particulars	Standalone		Consolidated
	2024	2023	2024	2023
Revenue from operations	2,036.50	1,533.74	3,698.90	2,994.05
Other income	49.02	49.77	24.85	36.90
Total income	2,085.52	1,583.51	3,723.75	3,030.94
Total expenditure	1,876.17	1,401.18	3,451.22	2,824.27
Profit/(loss) before exceptional items and tax	209.35	182.33	272.53	206.68
Exceptional item	-	-	-	-
Profit before tax	209.35	182.33	272.53	206.68
Share of net profit/ (loss) of equity accounted investees	-	-	(11.34)	(11.22)
Profit/(loss) before tax	209.35	182.33	261.19	195.49
Less: Tax expense	52.39	9 .04	56.51	35.87
Profit for the year from continuing operations	-	-	204.68	159.59
Profit for the year from discontinued operations	-	-	6.88	315.90
Profit for the year	156.96	173.29	211.56	475.49
Other comprehensive income/(loss), net of taxes	(0.64)	0 .41	46.42	198.95
Total comprehensive income/ (loss)	156.32	173.70	257.98	674.44
Profit attributable to
Owners of the company	156.96	173.29	129.28	424.91
Non-controlling interest	-	-	82.28	50.58
Total	156.96	173.29	211.56	475.49
Total comprehensive income attributable to
Owners of the company	156.32	173.70	171.89	598.82
Non-controlling interest	-	-	86.09	75.62
Total	156.96	173.70	257.98	674.44
Earnings per share
Continuing operations (INR)
Basic	-	-	3.60	2.80
Diluted	-	-	3.60	2.80
Discontinuing operations (INR)
Basic	-	-	(1.00)	5.74
Diluted	-	-	(1.00)	5.73
Continuing & Discontinued operations (INR)
Basic	3.15	3 .48	2.60	8.54
Diluted	3.15	3 .48	2.60	8.53
Financial position		(INR in crores except per share data)
Particulars	Standalone		Consolidated
	2024	2023	2024	2023
Cash and cash equivalents	27.72	24.38	82.23	378.53
Trade receivables	127.55	111.33	233.35	2,336.31
Other current assets	1,614.57	179.17	249.43	2,206.72
Assets classified as held for sale	-	-	13,600.29	-
Total current assets	1,769.84	314.88	14,165.30	4,921.56
Property, plant and equipment (including capital work in progress)	995.78	807.66	2,442.15	4,883.64
Goodwill	-	-	264.12	1,159.67
Other intangible assets (including Intangible asset under development)	2.09	2.90	31.38	368.08
Other non-current assets	1,770.02	2,976.63	1,088.36	3,548.25
Total non-current assets	2,767.89	3,787.19	3,826.01	9,959.64
Total Assets	4,537.73	4,102.07	17,991.31	14,881.20

(INR in crores except per share data)
Particulars	Standalone		Consolidated
	2024	2023	2024	2023
Non-current liabilities	779.69	565.85	1,672.94	5,365.46
Liabilities directly associated with assets classified as held for sale	-	-	10,417.02	-
Current liabilities	463.80	405.66	871.24	4,655.28
Total current and non-current liabilities	1,243.49	971.51	12,961.20	10,020.74
Equity	499.52	499.52	499.52	499.52
Other equity	2,794.72	2,631.04	4,060.27	3,948.55
Non-controlling interest	-	-	470.32	412.39
Total equity	3,294.24	3,130.56	5,030.11	4,860.46
Total equity and liabilities	4,537.73	4,102.07	17,991.31	14,881.20

Performance Overview

During the year under review, the Company reported, on a consolidated basis, a total income from operations of INR 3,723.75 crores as compared to INR 3,030.94 crores in the previous year. Of the total revenues from operations for financial year 2024, our hospital segment accounted for INR 3,515.89 crores, our clinic segment accounted for INR 35.59 crores, our Retail pharmacy segment including opticals accounted for INR 144.49 crores and the/our other segment accounted for INR 2.96 crores. The Company reported, on a standalone basis, a total income from operations of INR 2,036.50 crores as compared to INR 1,533.74 crores in the previous year.

Our strategies for the financial year 2024-25 are explained in the Management Discussion and Analysis section, which forms part of this Annual Report.

2. TRANSFER TO RESERVES

There were no appropriations to/from the general reserves of the Company during the year under review.

3. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 2/- per Equity Share of the face value Rs. 10/- each, for the year ended March 31, 2024. The Board recommended dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the year. The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting (“AGM") scheduled to be held on August 29, 2024. If approved, cash outflow on account of final dividend is INR 99.90 Crores.

The record date to determine the eligibility of Shareholders to receive the dividend for the financial year ended March 31,2024 is August 22, 2024. According to the Finance Act, 2020, dividend

income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") is available on the Company''s website on https://www.asterdmhealthcare.in/fileadmin/user upload/ Final DDP to upload on website.pdf

4. SHARE CAPITAL

The share capital of the Company as on March 31, 2024 stands at INR 499.52 Crores consisting of 49,95,13,060 equity shares of INR 10/- each. During the year under review, the Company has not issued any shares with differential voting rights or any sweat equity shares. Details of Employee Stock Options granted by the Company are provided separately in annexure to this report.

During the year under review, the Company has not issued any shares.

5. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. SEGREGATION OF GULF CORPORATION COUNCIL BUSINESS

Pursuant to the recommendation of the Audit Committee and the Board of Directors at their meetings held on November 28, 2023, Shareholders approved the sale by Affinity Holdings Private Limited, a wholly-owned subsidiary of the Company, of its entire ownership of the shares in entities conducting business in the GCC region, including Aster DM Healthcare FZC,

i.e., a material subsidiary of the Company, on January 22, 2024 to Alpha GCC Holdings Limited.

The Company has concluded the segregation of the GCC business through the sale by Affinity Holdings Pvt Ltd, on April 03, 2024, for a cash consideration of USD 907.6 Million

and declared a Large special dividend for financial year 202425 of INR118/- per share on April 12, 2024 aggregating to INR 5,894 Crores (approximately) on account of the receipt of proceeds from the sale of the GCC and distributed 80% of the consideration.

7. LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, disclosure relating to loans/ advances given, guarantees provided and investments made are provided as part of the financial statements.

8. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company along with its subsidiaries are engaged in the business of setting up hospitals, clinics and pharmacies in India

and GCC. At the beginning of the year your Company had 75 subsidiaries and 10 associate companies. As on March 31,2024, the Company has 79 subsidiaries and 9 associate Companies. There has been no material change in the nature of the business of the subsidiaries.

Lunettes (House of Quality Optics) LLC, Aster Shared Services Centre Private Limited, Aasraya Healthcare LLP and Skin III Ltd have become subsidiaries of the Company during the year under review.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries/associates in Form AOC-1 is annexed as Annexure 1 to this report.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a policy on dealing with related party transactions, which is also available on the Company''s website at https:/www.asterdmhealthcare. in/fileadmin/user upload/Policy on dealing with Related party transactions 09.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature and /or entered in

the ordinary course of business. Shareholders approved the sale by Affinity Holdings Private Limited, a wholly owned subsidiary of the Company, of its entire ownership of the shares in entities conducting business in the GCC region, including Aster DM Healthcare FZC, i.e., a material subsidiary of the Company, on January 22, 2024, to Alpha GCC Holdings Limited a material related party transaction.

A statement giving details of all related party transactions entered pursuant to the omnibus approval so obtained is placed before the Audit Committee for their review on a quarterly basis. Disclosures as required under Section 134(3) (h) read with

Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as Annexure 2 to this report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013 the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

b) the Directors have 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 and loss of the Company for that period;

c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a

going concern basis;

e) they have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance

with the provisions of all applicable laws and such systems are adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

• Ms. Purana Housdurgamvijaya Deepti (DIN: 08125456) was appointed as Non-Executive Independent Director of the Company effective from March 27, 2023 till the

conclusion of 18^th Annual General Meeting of the Company to be held in the year 2026 and the same was approved by the Members through postal ballot completed on April 08, 2023 and results declared on April 10, 2023.

Re-appointments

• In accordance with Articles of Association, Mr. Thadathil Joseph Wilson (DIN: 02135108) Non-Executive Director shall retire by rotation at the ensuing Annual General Meeting. The Director being eligible offers himself for re-appointment. The Notice of 16^th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

• The Board of Directors on recommendation of the Nomination and Remuneration Committee, re-appointed Mr. Chenayappillil John George (DIN: 00003132) as Non-Executive Independent Director of the Company for a second term with effect from April 11, 2023 till the conclusion of 18^th Annual General Meeting of the Company to be held in the year 2026 and the same was approved by the Members through postal ballot completed on April 08, 2023 and results were declared on April 10, 2023.

• The Board of Directors on recommendation of the Nomination and Remuneration Committee, re-appointed Dr. James Mathew (DIN: 07572909) as Non-Executive Independent Director of the Company for a second term with effect from June 23, 2023 till the conclusion of 19^th Annual General Meeting of the Company to be held in the year 2027 and the same was approved by the Members through postal ballot completed on April 08, 2023 and results were declared on April 10, 2023.

• The Board of Directors at their meeting held on May 24, 2022, on recommendation of the Nomination and Remuneration Committee, has recommended the reappointment of Dr. Mandayapurath Azad Moopen (DIN:00159403) as the Managing Director of the Company for a term of three (3) years. The Members of the Company at the Annual General Meeting held on August 25, 2022, passed a special resolution to reappoint Dr. Mandayapurath Azad Moopen as Managing Director of the Company for a term of three (3) years with effect from April 15, 2023, subject to approval of the Central Government. The Company had applied for the approval of the Central Government under Section 196 read with Part-I (e) of schedule-V of the Companies Act, 2013 and the Company received the approval from Central Government on June 16, 2023.

Resignations

• Mr. Sridar Arvamudhan Iyengar (DIN: 00278512) resigned from the position of Non-Executive Independent Director of the Company due to personal reasons with effect from May 23, 2023. Further, as per the requirement of Regulation 30 read with Schedule III, Part A, Clause 7B of Listing Regulations, he has confirmed that there are no material reasons for his resignation other than that mentioned in his resignation letter dated May 23, 2023.

• Mr. Anoop Moopen (DIN: 02301362) resigned from the position of Non-Executive Director of the Company due to personal commitments with effect from August 14, 2023. Further, as per the requirement of Regulation 30 read with Schedule III, Part A, Clause 7B of Listing Regulations, he has confirmed that there are no material reasons for his resignation other than that mentioned in his resignation letter dated August 14, 2023.

• Mr. Wayne Earl Keathley (DIN: 09331921) resigned from the position of Non-Executive Independent Director of the Company due to personal reasons with effect from April 03, 2024. Further, as per the requirement of Regulation 30 read with Schedule III, Part A, Clause 7B of Listing Regulations, he has confirmed that there are no material reasons for his resignation other than that mentioned in his resignation letter dated April 03, 2024.

• Mr. Daniel Robert Mintz (DIN: 00960928) resigned from the position of Non-Executive Director of the Company due to personal reasons with effect from April 03, 2024. Further, as per the requirement of Regulation 30 read with Schedule III, Part A, Clause 7B of Listing Regulations, he has confirmed that there are no material reasons for his resignation other than that mentioned in his resignation letter dated April 03, 2024.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, the Company has appointed the following Key Managerial Personnel:

S. No	Name of the Key Managerial Personnel	Designation
1	Dr. Azad Moopen	Chairman and Managing Director
2	Ms. Alisha Moopen	Deputy Managing Director
3	Mr. Hemish Purushottam	Company Secretary and Compliance Officer
4	Mr. Amitabh Johri	Joint Chief Financial Officer
5	Mr. Sunil Kumar M R	Joint Chief Financial Officer

Notes:

1. Mr. Amitabh Johri and Mr. Sunil Kumar M R were appointed as Joint Chief Financial Officers and Key Managerial Personnel of the Company with effect

from May 25, 2023.

2. Mr. Amitabh Johri resigned as Joint Chief Financial Officer with effect from April 25, 2024, and Mr. Sunil Kumar M R, has assumed the role of Chief Financial Officer and Key Managerial Personnel of the Company.

12. COMMITTEES OF DIRECTORS

The Company has constituted Committees as required under the Companies Act, 2013 and the Listing Regulations and the

details of the said Committees form part of the Corporate Governance Report.

13. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations the evaluation of Board of Directors was conducted for the financial year 2023-24. The evaluation was conducted by engaging an external independent firm having the requisite expertise in this field. An online questionnaire method was adopted for evaluation based on the criteria formulated by the members of the Nomination and Remuneration Committee (“NRC"). The evaluation was made to assess the performance of Individual Directors, Committees of the Board, Board as a whole and the Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence of judgement, integrity, confidentiality , engagement level and participation at the Board / Committee meetings were some of the criterions based on which the performance evaluation was conducted. Further, the evaluation of Management was conducted based on the factors such as timeliness in the flow of information, transparency and quality of information provided to the Board for decision making and adoption of suggestions provided by the Board.

The Independent Directors at their meeting held on May 17, 2024, reviewed the performance of the Non-Independent Directors, Committees of the Board, the Board as a whole and Chairman based on the evaluation of other Directors. The NRC at their meeting held on May 17, 2024 reviewed the outcome of the evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 (“the Act") and Regulations 25(8) of the Listing Regulations that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board of Directors are of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“MCA").

15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013, is available on the website of the Company at https:/www.asterdmhealthcare.in/fileadmin/user upload/ Policy on Nomination Remuneration and Evaluation.pdf

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

16. BOARD MEETINGS AND ANNUAL GENERAL MEETING

The Board of Directors met 12 times during the financial year viz May 25, 2023; June 7, 2023; July 05, 2023; July 21,2023; August 14, 2023; September 18, 2023; November 14, 2023; November 28, 2023; December 22, 2023; January 15, 2024; February 08, 2024, and March 25, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. Detailed information regarding the meetings of the Board and Committees of the Board is included in the report on Corporate Governance.

The Annual General Meeting for the financial year 2022-23 was held on August 31, 2023, through Video Conferencing (''VC'')/ Other Audio-Visual Means (''OAVM'').

17. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI") as required under Section 118 (10) of the Companies Act, 2013 and such systems are adequate and operating effectively.

During FY 2023-24, the Company has adhered with the applicable provisions of the Secretarial Standards (“SS-1 and SS-2") relating to ''Meetings of the Board of Directors'' and ''General Meetings'' issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

18. PARTICULARS OF EMPLOYEES

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2023-24 was in accordance with the NRC Policy of the Company. The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 3 to this report.

19. EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board inter alia administers and monitors the Company''s Employees Stock Option Plan “Aster DM Healthcare Employees Stock Option Plan 2013" in accordance with Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the plan is implemented through DM Healthcare Employees Welfare Trust.

During the year, 4,03,319 shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP Plan. As on March 31, 2024, the ESOP Trust held 17,40,067 (0.35%) equity shares of the Company.

Disclosures as required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with SEBI Circular CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 have been provided separately in Annexure 4 to this report. The same can be accessed on the Company''s website at https:/www. asterdmhealthcare.in/investors/stock-exchange-disclosures/ esop-disclosure. There have been no material changes in the Employee Stock Option Scheme during the financial year 2023-24.

The certificate from the Secretarial Auditor that the scheme has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the shareholders shall be placed at the Annual General Meeting for inspection by the Members.

20. INTERNAL CONTROL SYSTEMS

The Management has laid down the internal financial controls to be followed by the Company. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the 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 disclosures. The internal control system is commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

As part of the Corporate Governance Report, Chief Financial Officer (CFO) certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an in-house internal audit function and by KPMG India Private Limited, external firm. The Audit Committee of the Board oversees the internal audit function.

The Audit Committee is regularly apprised by the internal auditors through various reports and presentations. The scope and authority of the internal audit function is derived from the audit charter approved by the Audit Committee. The internal audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The internal audit function provides assurance to the Board that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

21. VIGIL MECHANISM

The Company believes in conducting its affairs in a transparent manner and adopts highest standards of professionalism

and ethical behaviour. Integrity is one of the key values of the Company that it strictly abides by. Keeping that in view the Company has established a vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics. The Whistle Blower Policy is available on the website of the Company at https:/www.asterdmhealthcare.in/ fileadmin/user upload/Aster Whistle Blowing Policy .pdf

The Company, as a policy, condemns any kind of discrimination, harassment, victimization, or any other unfair employment practice being adopted against whistle blowers and provides adequate safeguard measures. It also provides a direct access to the Chairman of the Audit Committee to raise concerns.

In addition to this, the Company has also engaged an independent agency called ''Integrity Matters'' that provides an electronic and digital platform to report any unethical practices or harassment/injustice at the workplace confidentially and, if desired, anonymously by any employees or vendors of the Company or any of its subsidiaries anywhere in the world to ensure fairness and transparency in the process.

22. RISK MANAGEMENT POLICY

Risk is the effect of uncertainty on an expected result and every business is exposed to it. The ability to effectively identify and manage risk is a vital element of business success for all parts of the Company''s business. During the period under review, the Company has strategized to handle the risks by:

• carrying out risk identification sessions for the Board, Senior Management, and other staff members;

• defining, analysing and prioritizing various kinds of risks;

• giving frequent training and support to the risk owners, employees, and others as appropriate; and

• commencing the standardization and digitalization of risk reporting, planning risk management activities, and reviewing the risks periodically.

In order to bring in further accountability, transparency and expertise in the risk management, the Company has commenced periodic reporting to the Risk Management Committee. The Risk Management Committee oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks being faced by the Company.

The Company has identified its top ten risks that are monitored on a monthly basis and reported on a quarterly basis to the Risk committee. These include:

1. Information and Data Security risk

2. People risk

3. Legal and Compliance risk

4. Financial risk

5. Business Continuity and Resilience risk

6. Clinical and Patient Health and Safety risk

7. Reputational risk

8. Strategic, Transformation and Innovation risk

9. Competition and Market share risk and

10. Vendor and Supply Chain management risk

The Risk management policy is available on the website of the Company at https:/www.asterdmhealthcare.in/fileadmin/ user upload/Risk Management Policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY

The Company has a well-defined policy on Corporate Social Responsibility as per the requirement of Section 135 of the Companies Act, 2013. The CSR activities of the Company undertaken by Aster Volunteers broadly includes providing free healthcare services to the under-privileged children and the needy, village adoption, providing education, and sustainability programmes. The CSR activities are being carried out under the broad umbrella of our registered charitable organization - Aster DM Foundation (''the Foundation"). The Foundation is established and endowed as a non-profitable charity and philanthropic organization by Dr. Azad Moopen as the Managing Trustee of the foundation, as it is registered under Ministry of Corporate Affairs.

The CSR Policy of the Company is available on the website of the Company at https:/www.asterdmhealthcare.in/fileadmin/ user upload/CSR Policy 01.pdf. Details on Corporate Social Responsibility activities undertaken during the year is provided in Annexure 5 forming part of this report.

24. AUDITORS

i. Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants [Firm registration number: 008072S] were appointed as the Statutory Auditor of the Company for a period of 5 years from the conclusion of 12^th AGM till the conclusion of the 17^th AGM.

11. Secretarial Auditor

M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] were appointed as Secretarial Auditor of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. S Sandeep & Associates, Practicing Company Secretaries [Firm registration number: S2010TN133300 as Secretarial Auditor of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

iii. Cost Auditor

The Company has maintained cost records and accounts as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and rules made thereunder

and M/s. Jitender, Navneet & Co, Cost Accountants [Firm Registration No: 000119] were appointed as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2023-24.

The Board of Directors, on the recommendation of the Audit Committee, have reappointed M/s. Jitender, Navneet & Co, Cost Accountants as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2024-25 at a remuneration of INR 2,25,000/- (Rupees two lakhs and twenty-five thousand only) excluding all applicable taxes and out-of-pocket expenses plus out of pocket expenses & taxes as applicable, if any, in connection with the cost audit.

The Board of Directors of the Company recommends the ratification of remuneration of M/s. Jitender, Navneet & Co, Cost Accountants for financial year 2024-25 at the ensuing Annual General Meeting. The Notice of 16^th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

25. AUDIT REPORT

i. Statutory Audit Report

Audit report on the financial statements of the Company for the financial year 2023-24 is being circulated to the shareholders along with the financial statements. There are no qualifications or adverse remarks made by the Statutory Auditors in their report for the financial year ended March 31, 2024.

During the year under review, the Statutory Auditors have not reported to the Audit Committee any incident of material fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013.

ii. Secretarial Audit Report

The Secretarial Audit report issued by M/s. M Damodaran & Associates LLP, Practising Company Secretaries for the financial year 2023-24 is annexed as Annexure 6 to this report. There are no qualifications or observations made by the Secretarial Auditor in their report for the financial year ended March 31, 2024.

Pursuant to Regulation 24A of the Listing Regulations,

the Secretarial Audit report of Malabar Institute of Medical Sciences Ltd, material unlisted subsidiary of the Company issued by M/s. Ashique Sameer Associates, Practising Company Secretaries for the financial year 2023-24 is annexed as Annexure 6A to this report.

During the year under review, the Secretarial Auditors have not reported to the Audit Committee any incident of fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial

statements relate and the date of this report.

27. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company''s website at https://www.asterdmhealthcare.in/investors/corporate-governance/annual-returns

28. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by any Regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

29. BUSINESS OF THE COMPANY

The Company is into the business of setting up and running of hospitals and healthcare centres. There has been no change in the nature of business during the last financial year.

30. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY

There are no agreements impacting management or control of the Company or imposing any restriction or creating any liability upon the Company in the financial year 2023-24.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been constituted as per the said Act to redress the complaints with respect to sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year there were 4 cases reported (standalone basis) on sexual harassment and all cases were disposed of.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNINGS AND OUTGO

The information 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 as Annexure 7 to this report.

33. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the Regulation 34 (3) of the SEBI Listing Regulations and Schedule V

(B) to the said regulation forms part of the Annual report.

34. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V (C) to the SEBI Listing Regulations, the Corporate Governance along with the Compliance certificate from the Practicing Company Secretary is annexed as Annexure 8 to this report.

35. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

In terms of SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023 and as per the Regulation 34 (2) (f) of the Listing Regulations, the Business Responsibility and Sustainability Report for the year under review is annexed as Annexure 9 to this report.

36. ACKNOWLEDGEMENT

Your Directors thank the Company''s Shareholders, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your Directors place on records their appreciation for the contribution made by the employees at all levels. The Company''s consistent growth was made possible by their hard work, solidarity, co-operation, and support. The Board sincerely expresses its gratitude to Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Foreign Investment Promotion Board, Securities and Exchange Board of India, Bombay Stock Exchange Limited, National Stock Exchange of India Limited and Governments of Kerala, Karnataka, Andhra Pradesh, Telangana, Tamil Nadu and Maharashtra for the guidance and support received from them including officials thereat from time to time.

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Mar 31, 2023

Your Directors have immense pleasure in presenting the Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended March 31, 2023.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results		(INR in crores except per share data)
Particulars	Standalone		Consolidated
	2023	2022	2023	2022
Revenue from operations	1,533.74	1,116.47	11,932.88	10,253.28
Other income	49.77	82.20	78.25	50.66
Total income	1,583.51	1,198.67	12,011.13	10,303.94
Total expenditure	1,401.18	1,108.71	11,477.27	9,667.63
Profit/(loss) before exceptional items and tax	182.33	89.96	533.86	636.31
Exceptional item	-	-	-	-
Profit before tax	182.33	89.96	533.86	636.31
Share of net profit/ (loss) of equity accounted investees	-	-	1.22	0.54
Profit/(loss) before tax /(benefit)	182.33	89.96	535.08	636.85
Less: Tax expense	9 .04	(0.22)	59.59	35.80
Profit for the year	173.29	90.18	475.49	601.05
Other comprehensive income/(loss), net of taxes	0 .41	0.46	198.95	93.45
Total comprehensive income/ (loss)	173.70	90.64	674.44	694.50
Profit attributable to
Owners of the company	173.29	90.18	424.91	525.99
Non-controlling interest	-	-	50.58	75.06
Total	173.29	90.18	475.49	601.05
Total comprehensive income attributable to
Owners of the company	173.70	90.64	598.82	608.65
Non-controlling interest	-	-	75.62	85.85
Total	173.70	90.64	674.44	694.50
Earnings per share
Basic	3 .48	1.81	8.54	10.58
Diluted	3 .48	1.81	8.53	10.57
Financial position		(INR in crores except per share data)
Particulars	Standalone		Consolidated
	2023	2022	2023	2022
Cash and cash equivalents	24.38	18.27	378.53	343.37
Trade receivables	111.33	61.55	2,336.31	2,020.52
Other current assets	179.17	119.96	2206.72	1,732.57
Total current assets	314.88	199.78	4,921.56	4,096.46
Property, plant and equipment (including capital work in progress)	807.66	782.51	4,883.64	4,335.55
Goodwill	-	-	1,159.67	1,087.91
Other intangible assets (including Intangible asset under development)	2.90	2.15	368.08	278.09
Other non-current assets	2,976.63	2,777.56	3,548.25	2,748.23
Total non-current assets	3,787.19	3,562.22	9,959.64	8,449.78
Total Assets	4,102.07	3,762.00	14,881.20	12,546.24
Non-current liabilities	565.85	463.95	5,365.46	4,505.04
Current liabilities	405.66	342.84	4,655.28	3,558.58
Total current and non-current liabilities	971.51	806.79	10,020.74	8063.62
Equity	499.52	499.52	499.52	499.52
Other equity	2,631.04	2,455.69	3,948.55	3,453.89
Non-controlling interest	-	-	412.39	529.21
Total equity	3,130.56	2,955.21	4,860.46	4,482.62
Total equity and liabilities	4,102.07	3,762.00	14,881.20	12,546.24

Performance Overview

During the year under review the Company reported, on a consolidated basis, a total income from operations of INR 11,932.88 crores as compared to INR 10,253.28 crores. Of the total revenues from operations for fiscal 2023, our hospital segment accounted for INR 6,795.29 crores, our clinic segment accounted for INR 2,374.64 crores, our Retail pharmacy segment including opticals accounted for INR 2,733.24 crores and other segment accounted for INR 29.71 crores. The Company reported, on a standalone basis, a total income from operations of INR 1,533.74 crores as compared to INR 1,116.47 crores.

Our strategies for the financial year 2023-24 are explained in the Management Discussion and Analysis section, which forms part of this Annual Report.

2. TRANSFER TO RESERVES

There were no appropriations to/from the general reserves of the Company during the year under review.

3. DIVIDEND

The Company continues to look at growth prospects through new investment opportunities. The past years of the pandemic has presented healthcare companies across the world with many challenges, and it is imperative that the Company looks at available options for organic as well as inorganic growth. The key objective of the Company is to achieve a consistent sustainable growth over the years to come and consolidate the Company''s position. Keeping in view the growth strategy of the Company, the Board of Directors have decided to plough back the profits and thus do not recommend any dividend for the financial year under review.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") is available on the Company''s website on httpsr/www.asterdmhealthcare.com/fileadmin/user upload/ Dividend Distribution Policy.pdf

4. SHARE CAPITAL

The share capital of the Company as on March 31, 2023 stands at INR 499.52 Crores consisting of 49,95,13,060 equity shares of INR 10 each. During the year under review, the Company has not issued any shares with differential voting rights or any sweat equity shares. Details of Employee Stock Options granted by the Company are provided separately in annexure to this report.

During the year under review, the Company has not issued any shares.

5. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. CORPORATE RESTRUCTURING

The Board of Directors approved the appointment of the investment bankers by the Company on June 10, 2022 to explore options which present an opportunity to unlock value for the Company and its Stakeholders. The investment bankers have received interest and indicative terms from potential buyers for the Company''s business in the Gulf Co-operation Council region (''GCC''). The investment bankers are working actively with the potential buyers and their advisors who have expressed a strong commitment to complete the transaction soon. Appropriate intimations and disclosures will be made as and when any conclusions are arrived at and approved by the Board.

7. LOANS, GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, disclosure relating to loans/ advances given, guarantees provided and investments made are provided as part of the financial statements.

8. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company along with its subsidiaries are engaged in the business of setting up hospitals, clinics and pharmacies in India and GCC. At the beginning of the year your Company had 73 subsidiaries and 8 associate companies. As on March 31, 2023, the Company has 75 subsidiaries and 9 associate companies. Aster Pharmacies Group LLC a material subsidiary of Aster DM Healthcare Limited has incorporated Joint Venture, Aster Arabia Trading Company LLC, a limited liability Company in Riyadh, Kingdom of Saudi Arabia on March 09, 2023. There has been no material change in the nature of the business of the subsidiaries.

Adiran IB Healthcare Private Limited, Komali Fertility Centre Ongole LLP, Cantown Infra Developers LLP and Zest Wellness Pharmacy LLC, have become subsidiaries of the Company and Skin III Ltd has become associate of the Company during the year under review.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries/associates in Form AOC-1 is annexed as Annexure 1 to this report.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a policy on dealing with related party transactions, which is also available on the Company''s website at https:/www.asterdmhealthcare.com/ fileadmin/user upload/Policy on dealing with Related party transactions 09.pdf The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature and /or entered in the ordinary course of business. No material related party transactions were entered into by the Company during the year.

A statement giving details of all related party transactions entered pursuant to the omnibus approval so obtained is placed before the Audit Committee for their review on a quarterly basis. Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as Annexure 2 to this report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013 the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

b) the Directors have 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 and loss of the Company for that period;

c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments

• Mr. Emmanuel David Gootam (DIN:09771151) was appointed as an Independent Director of the Company effective from November 10, 2022 for a term of three consecutive years and the same was approved by the Members through postal ballot completed on December 17, 2022 and results declared on December 19, 2022.

• Ms. Purana Housdurgamvijaya Deepti (DIN: 08125456) was appointed as an Independent Director of the Company effective from March 27, 2023 till the conclusion of 18th Annual General Meeting of the Company to be held in the year 2026 and the same was approved by the Members through postal ballot completed on April 08, 2023 and results declared on April 10, 2023.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

Re-appointments

• In accordance with Articles of Association, Mr. Daniel Robert Mintz (DIN: 00960928), Non-Executive Director shall retire by rotation at the ensuing Annual General Meeting. The Director being eligible offers himself for re-appointment. The Notice of 15th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

• The Board of Directors on recommendation of the

Nomination and Remuneration Committee, re-appointed Mr. Chenayappillil John George (DIN: 00003132) as an Independent Director of the Company for a second term with effect from April 11, 2023 till the conclusion of 18th Annual General Meeting of the Company to be held in the year 2026 and the same was approved by the Members through postal ballot completed on April 08, 2023 and results were declared on April 10, 2023.

• The Board of Directors on recommendation of the

Nomination and Remuneration Committee, re-appointed Dr. James Mathew (DIN: 07572909) as an Independent Director of the Company for a second term with effect from June 23, 2023 till the conclusion of 19th Annual General Meeting of the Company to be held in the year 2027 and the same was approved by the Members through postal ballot completed on April 08, 2023 and results were declared on April 10, 2023.

• The Board of Directors at their meeting held on May 24, 2022, on recommendation of the Nomination and Remuneration Committee has recommended the reappointment of Dr. Mandayapurath Azad Moopen (DIN:00159403) as Managing Director of the Company for a term of three (3) years. The Members of the Company at the Annual General Meeting held on August 25, 2022 passed a special resolution to reappoint Dr. Mandayapurath Azad Moopen as Managing Director of the Company for a term of three (3) years with effect from April 15, 2023 subject to approval of the Central Government. The Company has applied for the approval of the Central Government under section 196 read with Part-I (e) of schedule-V of the Companies Act, 2013 and approval is awaited.

Retirements

• Prof. Biju Varkkey (DIN: 01298281), retired as an Independent Director of the Company from the Board of Directors of the Company on completion of his two terms with effect from the close of the business hours on November 11, 2022.

• Dr. Layla Mohamed Hassan Ali Almarzooqi (DIN: 08401425), retired as an Independent Director of the Company from the Board of Directors of the Company on completion of her two terms with effect from the close of the business hours on March 27, 2023.

Resignation

Mr. Sridar Arvamudhan Iyengar (DIN: 00278512) has resigned from the position of Non-Executive Independent Director of the Company due to personal reasons with effect from May 23, 2023. Further, as per the requirement of Regulation 30 read with Schedule III, Part A, Clause 7B of Listing Regulations, he has confirmed that there are no material reasons for his resignation other than that mentioned in his resignation letter dated May 23, 2023.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, the Company has appointed the following Key Managerial Personnel:

S. No	Name of the Key Managerial Personnel	Designation
1	Dr. Azad Moopen	Chairman and Managing Director
2	Ms. Alisha Moopen	Deputy Managing Director
3	Mr. Hemish	Company Secretary and
	Purushottam	Compliance Officer
4	Mr. Amitabh Johri	Joint Chief Financial Officer
5	Mr. Sunil Kumar M R	Joint Chief Financial Officer

Notes:

1. Mr. Sreenath Pocha Reddy resigned as Group Chief Financial Officer and

Key Managerial Personnel of the Company with effect from January 05, 2023.

2. Mr. Amitabh Johri and Mr. Sunil Kumar M R appointed as Joint Chief Financial Officers and Key Managerial Personnel of the Company with effect from May 25, 2023.

12. COMMITTEES OF DIRECTORS

The Company has constituted Committees as required under the Companies Act, 2013 and the Listing Regulations and the details

of the said Committees forms part of the Corporate Governance Report.

13. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations the evaluation of Board of Directors was conducted for the financial year 2022-23. The evaluation was conducted by engaging an external independent firm having the requisite expertise in this field. An online questionnaire method

was adopted for evaluation based on the criteria formulated by the members of the Nomination and Remuneration Committee (“NRC"). The evaluation was made to assess the performance of individual Directors, Committees of the Board, Board as a whole and the Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence of judgement, integrity and confidentiality were the criterion based on which the performance evaluation was conducted. Further, the evaluation of Management was conducted based on the factors such as timeliness in the flow of information, transparency and quality of information provided to the Board for decision making and adoption of suggestions provided by the Board etc.

The Independent Directors at their meeting held on May 23, 2023, reviewed the performance of the Non-Independent Directors, Committees of the Board, the Board as a whole and Chairman based on the evaluation of other Directors. The NRC at their meeting reviewed the outcome of the evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 (“the Act") and Regulations 25(8) of the Listing Regulations that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board of Directors is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA“).

15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013, is available on the website of the Company at https:/www.asterdmhealthcare.com/fileadmin/ user upload/Policy on Nomination Remuneration and Evaluation.pdf .

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

16. BOARD MEETINGS AND ANNUAL GENERAL MEETING

The Board of Directors met 7 times during the financial year viz May 24, 2022; June 10, 2022; August 11, 2022; November 10,

2022; December 02, 2022; February 14, 2023 and March 27, 2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing

Regulations. Detailed information regarding the meetings of the Board and Committees of the Board is included in the report on Corporate Governance.

The Annual General Meeting for the financial year 2021-22 was held on August 25, 2022, through Video Conferencing (''VC'')/ Other Audio-Visual Means (''OAVM'').

17. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI") as required under Section 118 (10) of the Companies Act, 2013 and such systems are adequate and operating effectively.

18. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 3 to this report.

19. EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board inter alia administers and monitors the Company''s Employees Stock Option Plan “Aster DM Healthcare Employees Stock Option Plan 2013" in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the plan is implemented through DM Healthcare Employees Welfare Trust.

During the year, 1,50,717 shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP Plan. As on March 31, 2023, the ESOP Trust held

21,43,386 (0.43%) equity shares of the Company.

Disclosures as required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with SEBI Circular CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 have been provided separately in Annexure 4 to this report. The same can be accessed on the Company''s website at https:/www.asterdmhealthcare. com/investors/stock-exchange-disclosures/esop-disclosure. There have been no material changes in the Employee Stock Option Scheme during the financial year 2022-23.

The certificate from the Secretarial Auditor that the scheme has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the shareholders shall be placed at the Annual General Meeting for inspection by the Members.

20. INTERNAL CONTROL SYSTEMS

The Management has laid down internal financial controls to be followed by the Company. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the 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 disclosures. The internal control system is commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

As part of the Corporate Governance Report, Chief Financial Officer (CFO) certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an in-house internal audit function and by KPMG India Private Limited, external firm. The Audit Committee of the Board oversees the internal audit function.

The Audit Committee is regularly apprised by the internal auditors through various reports and presentations. The scope and authority of the internal audit function is derived from the audit charter approved by the Audit Committee. The internal audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The internal audit function provides assurance to the Board that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

21. VIGIL MECHANISM

The Company believes in conducting its affairs in a transparent manner and adopts highest standards of professionalism and ethical behaviour. Integrity is one of the key values of the Company that it strictly abides by. Keeping that in view the Company has established a vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics. The Whistle Blower Policy is available on the website of the Company at https:/www.asterdmhealthcare.com/fileadmin/ user upload/Whistle Blowing Policy Aug22 01.pdf

The Company, as a policy, condemns any kind of discrimination, harassment, victimization, or any other unfair employment practice being adopted against whistle blowers and provides adequate safeguard measures. It also provides a direct access to the Chairman of the Audit Committee to raise concerns.

the Companies Act, 2013. The CSR activities of the Company undertaken by Aster Volunteers broadly includes providing free healthcare services to the under-privileged children and the needy, village adoption, providing education, and sustainability programmes. The CSR activities are being carried out under the broad umbrella of our registered charitable organization - Aster DM Foundation (''the Foundation"). The Foundation is established and endowed as a non-profitable charity and philanthropic organization by Dr. Azad Moopen as the Managing Trustee is registered under Ministry of Corporate Affairs.

The CSR Policy of the Company is available on the website of the Company at https:/www.asterdmhealthcare.com/fileadmin/ user upload/CSR Policy 01.pdf. Details on Corporate Social Responsibility activities undertaken during the year is provided in Annexure 5 forming part of this report.

24. AUDITORS

i. Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants [Firm registration number: 008072S] were appointed as the Statutory Auditor of the Company for a period of 5 years from the conclusion of 12th AGM till the conclusion of the

17th AGM.

ii. Secretarial Auditor

M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] were appointed as Secretarial Auditor of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Board of Directors, on the recommendation of the Audit Committee, have re-appointed M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] as Secretarial Auditor of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

iii. Cost Auditor

The Company has maintained cost records and accounts as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and rules made thereunder and M/s. Jitender, Navneet & Co, Cost Accountants [Firm Registration No: 000119] were appointed as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2022-23.

The Board of Directors, on the recommendation of the Audit Committee, have reappointed M/s. Jitender, Navneet & Co, Cost Accountants [Firm Registration No: 000119] as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2023-24 at a remuneration of INR 2,25,000 (Rupees Two Lakhs and Twenty Five Thousand only) per annum plus out of pocket expenses & taxes as applicable, if any, in connection with the cost audit.

In addition to this, the Company has also engaged an independent agency called ''Integrity Matters'' that provides an electronic and digital platform to report any unethical practices or harassment/ injustice at the workplace confidentially and, if desired, anonymously by any employees or vendors of the Company or any of its subsidiaries anywhere in the world to ensure fairness and transparency in the process.

22. RISK MANAGEMENT POLICY

Risk is the effect of uncertainty on an expected result and every business is exposed to it. The ability to effectively identify and

manage risk is a vital element of business success for all parts of the Company''s business. During the period under review, the Company has strategized to handle the risks by:

- carrying out risk identification sessions for the Board, Senior Management, and other staff members;

- defining, analysing and prioritizing various kinds of risks;

- giving frequent training and support to the risk owners, employees, and others as appropriate; and

- commencing the standardization and digitalization of risk reporting, planning risk management activities, and reviewing the risks periodically.

In order to bring in further accountability, transparency and expertise in the risk management, the Company has commenced periodic reporting to the Risk Management Committee. The Risk Management Committee oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks being faced by the Company.

The Company has identified its top ten risks that are monitored on a monthly basis and reported on a quarterly basis to the Risk Management Committee These include:

1. Information and Data Security risk

2. People risk

3. Legal and Compliance risk

4. Financial risk

5. Business Continuity and Resilience risk

6. Clinical and Patient Health and Safety risk

7. Reputational risk

8. Strategic, Transformation and Innovation risk

9. Competition and Market share risk and

10. Vendor and Supply Chain management risk

The Risk management policy is available on the website of the Company at https/www.asterdmhealthcare.com/fileadmin/ user upload/Risk Management Policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY

The Company has a well-defined policy on Corporate Social Responsibility (“CSR") as per the requirement of Section 135 of

The Board of Directors of the Company proposes the ratification of remuneration of M/s. Jitender, Navneet & Co, Cost Accountants for financial year 2023-24 at the ensuing Annual General Meeting. The Notice of 15th Annual General Meeting of

the Company contains the above proposal for the approval of the Members.

25. AUDIT REPORTi. Statutory Audit Report

Audit report on the financial statements of the Company for the financial year 2022-23 is being circulated to the shareholders along with the financial statements. There are no qualifications or adverse remarks made by the Statutory Auditors in their report for the financial year ended March 31, 2023.

During the year under review, the Statutory Auditors have not reported to the Audit Committee any incident of material fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013.

ii. Secretarial Audit Report

The Secretarial Audit report issued by M/s. M Damodaran & Associates LLP, Practising Company Secretaries for the financial year 2022-23 is annexed as Annexure 6 to this report. There are no qualifications or observations made by the Secretarial Auditor in their report for the financial year ended March 31, 2023.

Pursuant to Regulation 24A of the Listing Regulations read

with SEBI circular dated February 08, 2019, listed entities are required to submit the Annual Secretarial Compliance report with the stock exchanges within sixty days from the end of the financial year. The Company has received the Annual Secretarial Compliance report from M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] and the same has been submitted to the stock exchanges within the stipulated date and a copy of the report is annexed as Annexure 6A to this report.

Pursuant to amendment made to Regulation 24A of the Listing Regulations, the Secretarial Audit report of Malabar Institute of Medical Sciences Ltd, material unlisted subsidiary of the Company issued by M/s. Ashique Sameer Associates, Practising Company Secretaries for the financial year 2022-23 is annexed as Annexure 6B to this report.

During the year under review, the Secretarial Auditors have not reported to the Audit Committee any incident of fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial

statements relate and the date of this report.

27. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company''s website at https/www.asterdmhealthcare.com/investors/corporate-governance/annual-returns.

28. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by any regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

29. BUSINESS OF THE COMPANY

The Company is into the business of setting up and running of hospitals and healthcare centres. There has been no change in the nature of business during the last financial year.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been constituted as per the said Act to redress the complaints with respect to sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year there were 3 cases reported (standalone basis) on sexual harassment and all cases were disposed off.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNINGS AND OUTGO

The information 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 as Annexure 7 to this report.

32. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the Regulation 34 (3) of the Listing Regulations and Schedule V (B) to the said regulation forms part of the Annual report.

33. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V (C) to the Listing Regulations, the Corporate Governance Report with the Compliance certificate from the Practicing Company Secretary is annexed as Annexure 8 to this report.

34. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

In terms of SEBI Circular No.: SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 and as per the Regulation 34 (2) (f) of the Listing Regulations, the Business Responsibility and Sustainability Report for the year under review is annexed as Annexure 9 to this report.

35. ACKNOWLEDGEMENT

Your Directors thank the Company''s Shareholders, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees at all levels. The Company''s consistent growth was made possible by their hard work, solidarity, co-operation, and support. The Board sincerely expresses its gratitude to Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Foreign Investment Promotion Board, Securities and Exchange Board of India, Bombay Stock Exchange Limited, National Stock Exchange of India Limited and Governments of Kerala, Karnataka, Andhra Pradesh, Telangana, Tamil Nadu and Maharashtra for the guidance and support received from them from time to time.

For and on behalf of the Board of Directors Dr. Azad Moopen

Date : May 25, 2023 Chairman and Managing Director

Place • Benoalnrii DIN* 00159403

---

Mar 31, 2022

Your directors have immense pleasure in presenting the Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended March 31, 2022.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS Financial Results

(INR in crores except per share data)
Particulars	Standalone		Consolidated
	2022	2021	2022	2021
Revenue from operations	1,116.47	746.54	10,253.28	8,608.43
Other income	82.20	21.63	50.66	49.97
Total income	1,198.67	768.17	10,303.94	8,658.40
Total expenditure	1,108.71	836.21	9,667.63	8,456.87
Profit/(Loss) before exceptional items and tax	89.96	(68.04)	636.31	201.53
Exceptional item	-	-	-	-
Profit/(Loss) before tax	89.96	(68.04)	636.31	201.53
Share of net profit/ (loss) of equity accounted investees	-	-	0.54	3.52
Profit/(Loss) before tax	89.96	(68.04)	636.85	205.05
Less: Tax expense	(0.22)	0.74	35.80	27.22
Profit / (Loss) for the year	90.18	(68.78)	601.05	177.83
Other comprehensive income/(loss), net of taxes	0.46	0.01	93.45	(49.71)
Total comprehensive income/ (loss)	90.64	(68.77)	694.50	128.12
Profit / (Loss) attributable to
Owners of the Company	90.18	(68.78)	525.99	147.74
Non-controlling interest	-	-	75.06	30.09
Total	90.18	(68.78)	601.05	177.83
Total comprehensive income/ (loss) attributable to
Owners of the Company	90.64	(68.77)	608.65	103.95
Non-controlling interest	-	-	85.85	24.17
Total	90.64	(68.77)	694.50	128.12
Earnings/(Loss) per share
Basic	1.81	(1.38)	10.58	2.97
Diluted	1.81	(1.38)	10.57	2.97
Financial position		(INR in crores except per share data)
Particulars	Standalone		Consolidated
	2022	2021	2022	2021
Cash and cash equivalents	18.27	6.79	343.37	258.09
Trade receivables	61.55	42.92	2,020.52	2,019.00
Other current assets	119.96	148.54	1,732.57	1,351.92
Total current assets	199.78	198.25	4,096.46	4212.61
Property, plant and equipment (including capital work in progress)	782.51	822.87	4,335.55	4,212.61
Goodwill	-	-	1,087.91	1,052.24
Other intangible assets (including intangible assets under development) Other non-current assets	2.15 2,777.56	4.85 2562.65	278.09 2,748.23	250.50 2,499.10
Total non-current assets	3,562.22	3,390.37	8,449.78	8,014.45
Total assets	3,762.00	3,588.62	12,546.24	11,643.46
Non-current liabilities	463.95	396.70	4,505.04	4,613.72
Current liabilities	342.84	327.81	3,558.58	3,195.62
Total current and non-current liabilities	806.79	724.51	8063.62	7,809.34
Equity share capital	497.22	497.04	497.22	497.04
Other equity	2,457.99	2,367.07	3,456.19	2,875.42
Non-controlling interest	-	-	529.21	461.66
Total equity	2,955.21	2,864.11	4,482.62	3,834.12
Total equity and liabilities	3,762.00	3,588.62	12,546.24	11,643.46

Performance Overview

During the year under review the Company reported, on a consolidated basis, a total income from operations of INR 10,253.28 crores as compared to INR 8,608.43 crores. Of the total revenues from operations for fiscal 2022, our hospital segment accounted for INR 5,773.58 crores, our clinic segment accounted for INR 2,443.01 crores and others segment accounted for INR 23.25 crores. Our retail pharmacy segment accounted for INR 2,013.44 crores. The Company reported, on a standalone basis, a total income from operations of INR 1,116.47 crores as compared to INR 746.54 crores.

Our strategies for the financial year 2022-23 are explained in the Management Discussion and Analysis section, which forms part of this Annual Report.

2. TRANSFER TO RESERVES

There were no appropriations to/from the general reserves of the Company during the year under review.

3. DIVIDEND

The Company continues to look at growth prospects through new investment opportunities. The past year of the pandemic has presented healthcare companies across the world with many challenges and it is imperative that the Company looks at available options for organic as well as inorganic growth. The key objective of the Company is to achieve a consistent sustainable growth over the years to come and consolidate the Company''s position. Keeping in view the growth strategy of the Company, the Board of Directors have decided to plough back the profits and thus do not recommend any dividend for the financial year under review.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") is available on the Company''s website on https:/ www.asterdmhealthcare.com/investor/corporate-governance

4. SHARE CAPITAL

The share capital of the Company as on March 31, 2022 stands at INR 499.51 Crores consisting of 49,95,13,060 equity shares of INR 10 each. During the year under review, the Company has not issued any shares with differential voting rights or any sweat equity shares. Details of Employee Stock Options granted by the Company are provided separately in annexure to this report.

During the year under review, the Company has not issued any shares.

5. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. LOANS, GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, disclosure relating to loans/ advances given, guarantees provided and investments made are provided as part of the financial statements.

7. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company along with its subsidiaries are engaged in the business of setting up hospitals, clinics and pharmacies in India and GCC. At the beginning of the year your Company had 76 subsidiaries and 7 associate companies. As on March 31, 2022, the Company has 73 subsidiaries and 8 associate companies. Your Company has no joint ventures at the beginning of the year and as on March 31, 2022. There has been no material change in the nature of the business of the subsidiaries.

Hindustan Pharma Distributors Private Limited has become subsidiary of the Company during the year under review.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries/associates in Form AOC-1 is annexed as Annexure 1 to this report.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a policy on dealing with related party transactions, which is also available on the Company''s website at https:Zwww.asterdmhealthcare.com/ investor/corporate-governance. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature and /or entered in the ordinary course of business.

No material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered into by the Company during the year.

A statement giving details of all related party transactions entered pursuant to the omnibus approval so obtained is placed before the Audit Committee for their review on a quarterly basis. Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as Annexure 2 to this report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013 the

Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

b) the Directors have 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 and loss of the Company for that period;

c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments

• Mr. Wayne Earl Keathley (DIN:09331921) was appointed as an Independent Director of the Company effective from October 04, 2021 for a term of three consecutive years and the same was approved by the Members through postal ballot completed on November 08, 2021 and results were declared on November 09, 2021.

Re-appointments

• In accordance with Articles of Association, Mr. Shamsudheen Bin Mohideen Mammu Haji (DIN: 02007279), Non-Executive Director shall retire by rotation at the ensuing Annual General Meeting. The Director being eligible offers himself for re-appointment. The Notice of 14^th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

• The Board of Directors at their meeting held on May 24, 2022, on recommendation of the Nomination and Remuneration Committee has recommended the re-

appointment of Dr. Mandayapurath Azad Moopen (DIN:00159403) as Managing Director of the Company for a period of three (3) years subject to approval of the Central Government. The Notice of 14^th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

• The Board of Directors on recommendation of the Nomination and Remuneration Committee, re-appointed Prof. Biju Varkkey (DIN:01298281) as an Independent Director of the Company for a second term of one year with effect from November 12, 2021 to November 11, 2022 and the same was approved by the Members through postal ballot completed on November 08, 2021 and results were declared on November 09, 2021.

• The Board of Directors on recommendation of the Nomination and Remuneration Committee, re-appointed Dr. Layla Mohamed Hassan Ali Almarzooqi (DIN: 08401425) as an Independent Director of the Company for a second term of one year with effect from March 28, 2022 to March 27, 2023 and the same was approved by the Members through postal ballot completed on March 19, 2022 and results were declared on March 21, 2022.

Retirements

• Mr. Suresh Muthukrishna Kumar (DIN:00494479), retired as an Independent Director of the Company from the Board of Directors of the Company on completion of his two terms with effect from the close of the business hours on September 15, 2021.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act,

2013, the Company has appointed the following Key Managerial

Personnel:

S. No	Name of the Key Managerial Personnel	Designation
1	Dr. Azad Moopen	Chairman and Managing Director
2	Ms. Alisha Moopen	Deputy Managing Director
3	Mr. Sreenath Reddy	Group Chief Financial Officer
4	Mr. Hemish Purushottam	Company Secretary and Compliance Officer

Notes:

1. Ms. Puja Aggarwal resigned as Company Secretary and Compliance Officer of the Company with effect from closure of business hours on August 14, 2021.

2. Mr. Kiran R Baddi was appointed as Interim Compliance Officer of the Company with effect from closure of business hours on August 14, 2021, to November 11, 2021.

3. Mr. Hemish Purushottam was appointed as Company Secretary and Compliance Officer of the Company with effect from closure of business

hours on November 11,2021.

11. COMMITTEES OF DIRECTORS

The Company has constituted committees as required under the Companies Act, 2013 and the Listing regulations and the details

of the said Committees forms part of the Corporate Governance Report.

12. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations the evaluation of Board of Directors was conducted for the financial year 2021-22.

The evaluation was conducted by engaging an external independent firm having the requisite expertise in this field. An online questionnaire method was adopted for evaluation based on the criteria formulated by the members of the Nomination and Remuneration Committee (“NRC"). This year in addition to online questionnaire, an independent evaluator has conducted one on one interaction with individual directors for obtaining qualitative feedback. The evaluation was made to assess the performance of individual Directors, Committees of the Board, Board as a whole and the Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence of judgement, integrity, confidentiality and the six pillars of Aster namely people management, service excellence, clinical excellence, technology, digital transformation and innovation, brand equity and community connect, business performance etc were the criterion based on which the performance evaluation was conducted. Further, the evaluation of Management was conducted based on the factors such as timeliness in the flow of information, transparency and quality of information provided to the Board for decision making, adoption of suggestions provided by the Board etc.

The Independent Directors at their meeting held on May 16, 2022, reviewed the performance of the Non-Independent Directors, Committees of the Board, the Board as a whole and Chairman based on the evaluation of other Directors. The NRC at their meeting reviewed the outcome of the evaluation process.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 (“the Act") and Regulations 25(8) of the Listing Regulations that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board of Directors is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA“).

14. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013, is available on the website of the Company at https:Zwww.asterdmhealthcare.com/investor/ corporate-governance.

15. BOARD MEETINGS AND ANNUAL GENERAL MEETING

The Board of Directors met 7 times during the financial year viz June 22, 2021; August 11, 2021; October 04, 2021; November

11, 2021; February 08, 2022; March 24, 2022 and March 28, 2022. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. Detailed information regarding the meetings of the Board and Committees of the Board is included in the report on Corporate Governance.

The Annual General Meeting for the financial year 2020-21 was held on August 13, 2021, through Video Conferencing (''VC'')/ Other Audio-Visual Means (''OAVM'').

16. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI") as required under Section 118 (10) of the Companies Act, 2013 and such systems are adequate and operating effectively.

17. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 3 to this report.

18. EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board inter alia administers and monitors the Company''s Employees Stock Option Plan “Aster DM Healthcare Employees Stock Option Plan 2013" in accordance with Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the plan is implemented through DM Healthcare Employees Welfare Trust.

During the year, 1,97,038 shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP Plan. As on March 31, 2022, the ESOP Trust

held 22,94,103 (0.46%) equity shares of the Company.

Disclosures as required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with SEBI Circular CIR/ CFD/POLICY CELL/2/2015 dated June 16, 2015 have been provided separately in Annexure 4 to this report. The same can be accessed on the Company''s website https:/www. asterdmhealthcare.com/investors.

The certificate from the Secretarial Auditor that the scheme has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the shareholders shall be placed at the Annual General Meeting for inspection by the Members.

19. INTERNAL CONTROL SYSTEMS

The Management has laid down internal financial controls to be followed by the Company. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the 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 disclosures. The internal control system is commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

As part of the Corporate Governance Report, CFO certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an in-house internal audit function and by Grant Thornton Bharat LLP, external firm. The Audit Committee of the Board oversees the internal audit function.

The Audit Committee is regularly apprised by the internal auditors through various reports and presentations. The scope and authority of the internal audit function is derived from the audit charter approved by the Audit Committee. The internal audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The internal audit function provides assurance to the Board that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

20. VIGIL MECHANISM

The Company believes in conducting its affairs in a transparent manner and adopts highest standards of professionalism and ethical behaviour. Integrity is one of the key values of the Company that it strictly abides by. Keeping that in view the Company has established a vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics. The Whistle Blower Policy is available on the website of the Company at https:Zwww.asterdmhealthcare.com/investor/ corporate-governance.

The Company, as a policy, condemns any kind of discrimination, harassment, victimization, or any other unfair employment practice being adopted against whistle blowers and provides adequate safeguard measures. It also provides a direct access to the Chairman of the Audit Committee to raise concerns.

In addition to this, the Company has also engaged an independent agency called ''Integrity Matters'' that provides an electronic and digital platform to report any unethical practices or harassment/injustice at the workplace confidentially and, if desired, anonymously by any employees or vendors of the Company or any of its subsidiaries anywhere in the world to ensure fairness and transparency in the process.

21. RISK MANAGEMENT POLICY

Risk is the effect of uncertainty on an expected result and every business is exposed to it. The ability to effectively identify and manage risk is a vital element of business success for all parts of the Company''s business. During the period under review, the Company has strategized to handle the risks by:

- carrying out risk identification sessions for the Board, senior management, and other staff members;

- defining, analysing and prioritizing various kinds of risks;

- forming a cross functional team with well-defined roles for identifying and reporting of new risks;

- giving training and support for the risk owners, employees, and others as appropriate; and

- commencing the standardization and digitalization of risk reporting, planning risk management activities, and reviewing the risks periodically.

In order to bring in further accountability, transparency and expertise in the risk management, the Company has commenced periodic reporting to the Risk Management Committee. The Risk Management Committee oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks being faced by the Company.

The Company has identified its top ten risks that are monitored on a monthly basis and reported on a quarterly basis to the Risk Committee. These include:

1. Information and Data Security risk

2. People risk

3. Legal and Compliance risk

4. Financial risk

5. Business Continuity and Resilience risk

6. Clinical and Patient Health and Safety risk

7. Reputational risk

8. Strategic, Transformation and Innovation risk

9. Competition and Market share risk and

10. Vendor and Supply Chain management risk

The risk management policy is available on the website of the Company at https:Zwww.asterdmhealthcare.com/investor/ corporate-governance.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has a well-defined policy on Corporate Social Responsibility as per the requirement of Section 135 of the Companies Act, 2013. The CSR activities of the Company undertaken by Aster Volunteers broadly includes providing free healthcare services to the under-privileged children and the needy, village adoption, providing education, and sustainability programmes. The CSR activities are being carried out under the broad umbrella of our registered charitable organization - Aster DM Foundation (“the Foundation"). The Foundation is established and endowed as a non-profitable charity and philanthropic organization by Dr. Azad Moopen as the Managing Trustee is registered under Ministry of Corporate Affairs.

The CSR Policy of the Company is available on the website of the Company at https:Zwww.asterdmhealthcare.com/investor/ corporate-governance. Details on Corporate Social Responsibility activities undertaken during the year is provided in Annexure 5 forming part of this report.

23. AUDITORSi. Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants [Firm registration number: 008072S] were appointed as the Statutory Auditor of the Company for a period of 5 years from the conclusion of 12th Annual General Meeting till the conclusion of the 17th Annual General Meeting.

11. Secretarial Auditor

M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] were appointed as Secretarial Auditor of the Company for the financial year 2021-22, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] as Secretarial Auditor of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

iii. Cost Auditor

The Company has maintained cost records and accounts as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and rules made thereunder and M/s. BBS & Associates, Cost Accountants [Firm Registration No: 00273] were appointed as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2021-22.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Jitender, Navneet & Co, Cost Accountants [Firm Registration No: 000119] as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2022-23 at a remuneration of INR 2,25,000 (Rupees Two Lakhs and Twenty Five Thousand only) plus out of pocket expenses & taxes as applicable, if any, in connection with the cost audit.

The Board of Directors of the Company proposes the ratification of remuneration of M/s. Jitender, Navneet & Co, Cost Accountants for financial year 2022-23 at the ensuing Annual General Meeting. The Notice of 14th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

24. AUDIT REPORT

i. Statutory Audit Report

Audit report on the financial statements of the Company for the financial year 2021-22 is being circulated to the shareholders along with the financial statements. There are no qualifications or adverse remarks made by the statutory auditors in their report for the financial year ended March 31, 2022.

During the year under review, the Statutory Auditors have not reported to the Audit Committee any incident of material fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013.

ii. Secretarial Audit Report

The Secretarial Audit report issued by M/s. M Damodaran & Associates LLP, Practising Company Secretaries for the financial year 2021-22 is annexed as Annexure 6 to this report. The observation and management response to the same is given below:

As per Regulation 17 (1) (b) of SEBI Listing Regulations, where the listed entity does not have a regular Nonexecutive chairperson, at least half of the Board of Directors shall comprise of Independent Directors. The composition of the Board was 12 Directors with 6 Independent Directors and 6 Non-Independent Directors. Mr. Suresh Muthukrishna Kumar, an Independent Director of the Company, retired from the Board from the closure of business hours on September 15, 2021. Due to the retirement of the above Director, the total strength of the Independent Directors on the Board came down from 6 to 5. Subsequently, Mr. Wayne Earl Keathley was appointed as an Independent Director of the Company w.e.f. October 04, 2021. The Company has complied with regulation during the period except for 18 days i.e., from September 16, 2021 to October 03, 2021. The lag was due to the delay in obtaining DIN of the Independent Director resident in USA due to Covid-19.

Pursuant to Regulation 24A of the Listing Regulations read with SEBI circular dated February 08, 2019, listed entities are required to submit the Annual Secretarial Compliance report with the stock exchanges within sixty days from the end of the financial year. The Company has received the Annual Secretarial Compliance report from M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] and the same has been submitted to the stock exchanges within the stipulated date and a copy of the report is annexed as Annexure 6A to this report.

Pursuant to amendment made to Regulation 24A of the Listing Regulations, the Secretarial Audit report of Malabar Institute of Medical Sciences Ltd, material unlisted subsidiary of the Company issued by M/s. Ashique Sameer Associates, Practising Company Secretaries for the financial year 2021-22 is annexed as Annexure 6B to this report.

During the year under review the Secretarial Auditors have not reported to the Audit Committee any incident of fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

The Company had adopted measures to ensure business continuity with minimal disruption on account of COVID-19 and has considered available internal and external information upto the date of approval of the financial results by the Board of Directors. The Company has used the principles of prudence in applying judgements, estimates and assumptions including sensitivity analysis and the Company has evaluated impact of the pandemic in assessing the recoverability of property plant and equipment (including Capital work in progress), investments, intangibles, inventories, receivables and other assets based on its review of current indicators of future economic conditions. Based on current estimates, including the availability of financing facilities for maintaining liquidity, the Company expects to fully recover the carrying amount of these assets. The eventual outcome of impact of the global health pandemic may be different from that which has been estimated as on the date of approval of these financial results. The Company will continue to monitor any material changes to future economic conditions and the consequent impact on its business, if any, and any significant impact of these changes would be recognized in the financial results as and when these material changes to economic conditions arise.

26. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2021-22 is available on Company''s website at https:Zwww.asterdmhealthcare.com/investor/ corporate-governance.

27. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by any regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

28. BUSINESS OF THE COMPANY

The Company is into the business of setting up and running of hospitals and healthcare centres. There has been no change in the nature of business during the financial year.

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been constituted as per the said Act to redress the complaints with respect to sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year there were 5 cases reported on standalone basis on sexual harassment and all cases were disposed of.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNINGS AND OUTGO

The information 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 as Annexure 7 to this report.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the Regulation 34 (3) of the SEBI Listing Regulations and Schedule

V (B) to the said regulation forms part of the Annual Report.

32. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V (C) to the SEBI Listing Regulations, the Corporate Governance Report with the Compliance certificate from the Practicing Company Secretary is annexed as Annexure 8 to this report.

33. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

In terms of SEBI Circular No.: SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 and ss per the Regulation 34 (2) (f) of the Listing

Regulations, the company has voluntarily annexed Business Responsibility and Sustainability Report for the year under review as Annexure 9 to this report.

34. ACKNOWLEDGEMENT

Your Directors thank the Company''s shareholders, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your Directors place on record their appreciation on the contribution made by the employees at all levels. The Company''s consistent growth was made possible by their hard work, solidarity, co-operation and support. The Board sincerely expresses its gratitude to Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Foreign Investment Promotion Board, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Governments of Kerala, Karnataka, Andhra Pradesh, Telangana and Maharashtra for the guidance and support received from them including officials thereat from time to time.

For and on behalf of the Board of Directors Dr. Azad Moopen

Date: May 24, 2022 Chairman and Managing Director

Place : Dubai DIN: 00159403

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Mar 31, 2019

Directors’ Report

Dear Shareholders,

The Directors have immense pleasure in presenting the Eleventh Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended March,31, 2019.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results

(Rs, in crores except per share data)

Particulars	Standalone		Consolidated
	2019	2018	2019	2018
Revenue from operations	594.78	530.07	7,962.71	6721.16
Other income	84.15	16.11	34.62	45.44
Total income	678.93	546.18	7,997.33	6766.60
Total expenditure	628.89	633.37	7,585.31	6590.76
Profit/(loss) before exceptional items and tax	50.04	(8719)	412.02	175.84
Exceptional item	(1.52)		(1.52)	129.64
Profit/(loss) before tax	48.52	(8719)	410.50	305.48
Share of net profit/ (loss) of equity accounted investees			(0.25)	2.29
Profit/(loss) before tax	48.52	(8719)	410.25	307.77
Less: Tax expense	0.45	0.00	42.94	26.08
Profit for the year	48.07	(8719)	367.31	281.69
Other comprehensive income/(loss), net of taxes	0.57	(0.02)	62.41	10.39
Total comprehensive income/ (loss)	48.64	(8721)	429.72	292.08
Profit attributable to
Owners of the company	48.07	(8719)	333.11	268.88
Non-controlling interest	0	0.00	34.20	12.81
Total	48.07	(87.19)	367.31	281.69
Total comprehensive income attributable to
Owners of the company	48.64	(8721)	389.85	278.50
Non-controlling interest	0	0.00	39.87	13.58
Total	48.64	(87.21)	429.72	292.08
Earnings per share
Basic	0.96	(1.87)	6.63	5.75
Diluted	0.96	(1.87)	6.62	5.74

(J in crores except per share data)

Particulars	Standalone		Consolidated
	2019	2018	2019	2018
Cash and cash equivalents	3.49	83.85	227.64	204.17
Trade receivables	35.22	30.53	2,028.70	1,546.39
Other current assets	294.25	183.96	1,360.35	1,118.42
Total current assets	332.96	298.34	3,616.69	2,868.98
Property, plant and equipment (including capital work in progress)	821.01	787.34	3,872.01	3,367.23
Goodwill			839.65	708.34
Other intangible assets	1.79	2.35	126.89	64.44
Other non-current assets	2,221.06	2,205.74	481.17	475.25
Total non-current assets	3,043.86	2,995.43	5,319.72	4,615.26
Total Assets	3,376.82	3,293.77	8,872.12	7,484.24
Non-current liabilities	198.22	191.97	2,589.00	2,070.71
Current liabilities	198.32	175.82	2,603.29	2,223.50
Total current and non-current liabilities	396.54	367.79	5,192.29	4,294.21
Equity	505.23	505.23	505.23	505.23
Other equity	2,475.05	2,420.75	2,708.53	2,326.87
Non-controlling interest.			466.06	357.94
Total equity	2,980.28	2,925.98	3,679.82	3,190.03
Total equity and liabilities	3,376.82	3,293.77	8,872.12	7,484.24

Performance Overview

During the year under review the Company reported, on a consolidated basis, a total income from operations of RS,7,963 crores as compared to RS,6,721 crores registering a year on year growth of 18.48%. Of the total revenues from operations for fiscal 2019, our hospital segment accounted for RS,3,950 crores, our clinic segment accounted for RS,1,978 crores and our retail pharmacy segment accounted for RS,2,021 crores. Our operations in India, which primarily consist of hospitals, accounted for RS,1,314 crores of our total revenues from operations for the year ended March,31, 2019.

Our strategies for the financial year 2020 are explained in the Management Discussion and Analysis, which forms part of this Annual Report

2. TRANSFER TO RESERVES

There are no appropriations to/from the general reserves of the Company during the year under review.

3. DIVIDEND

The Company continues to look at growth prospects through new investment opportunities. Considering the changes in the healthcare landscape in India it presents the Company with more challenges in terms of growth and it is imperative that the Company looks at available options for organic as well as inorganic growth. The key objective of the Company is to achieve a consistent sustainable growth over the next few years and consolidate the Company''s position.

Keeping in view the growth strategy of the Company the Board of Directors have decided to plough back the profits and thus do not recommended any dividend for the financial year under review.

In terms of Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the Shareholders and/or retaining profits earned by the Company. The said policy is hosted on the website of the Company at www.asterdmhealthcare.com/investors The detailed Policy is annexed to this report as Annexure 10.

4. SHARE CAPITAL

The share capital of the Company as on March,31, 2019 was RS,505.23 Crores consisting of 50,52,27,345 equity shares of RS,10 each. During the year under review, the Company has not issued any shares with differential voting rights or any sweat equity shares. Details of Employee Stock Options granted by the Company are provided separately in the report.

As on March,31, 2019, except Dr. Azad Moopen who holds 17,50,720 equity shares, Mr. T J Wilson who holds 27,37,210 equity shares, Mr. Shamsudheen Bin Mohideen Mammu Haji who holds 57,17,829 equity shares, Mr. Anoop Moopen who holds 10,00,300 equity shares and Ms. Alisha Moopen who holds 1,16,990, no other Directors hold any equity shares or preference shares in the Company

During the year under review, the Company has not issued any bonus shares or rights shares.

5. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. LOANS, GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure relating to loans/advances given, guarantees provided and investments made are provided as part of the financial statements.

7. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company along with its subsidiaries are engaged in the business of setting up hospitals, clinics and pharmacies in India and GCC. At the beginning of the year your company had 8 subsidiaries and 49 stepdown subsidiaries and 4 associate companies. As on March,31, 2019 the Company has 8 direct subsidiaries, 63 step-down subsidiaries and 5 associate companies. Your Company has no joint ventures as on March,31, 2019. There has been no material change in the nature of the business of the subsidiaries.

Following entities have become subsidiaries, step-down subsidiaries / associates of the Company during the reporting period:

a. Sanghamitra Hospitals Private Limited

b. Ramesh Fertility Centre LLP

c. Noor Al Shefa Clinic LLC

d. Zahrath Al Shefa Medical Center LLC

e. Zahrath Al Shefa Pharmacy LLC

f. Samary Pharmacy LLC

g. Metro Meds Pharmacy L.L.C

h. Metro Medical Center L.L.C

i. Oman Al Khair Hospital L.L.C j. Radiant Healthcare L.L.C

k. Alfa Investments Limited l. Active Holdings Limited

m. E-Care International Medical Billing Services Co. LLC n. Al Mutamaizah Medcare Healthcare Investment Co. L.L.C

Pursuant to provisions of section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is appended as Annexure 1 to the report.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on

Dealing with Related Party Transactions which is available on the Company''s website at www.asterdmhealthcare.com/investors . The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions are placed before the Audit and Risk Management Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business.

No material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered into by the Company during the year.

A statement giving details of all related party transactions entered pursuant to the omnibus approval so obtained, is placed before the Audit and Risk Management Committee for their review on a quarterly basis. Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC 2 as specified under Companies Act, 2013, which is annexed herewith as Annexure 2 and forms part of the report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of section 134 (5) of the Companies Act, 2013 the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

b) the Directors have 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 and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL Reappointment of Directors

In accordance with Articles of Association, Mr. Daniel Robert Mintz, Director shall retire by rotation at the ensuing Annual General Meeting. The Director being eligible offers himself for re-appointment.

Change in Directors

During the year under the review the Board underwent the following changes.

SL No	Name of the Director	Date	Nature of Change
1	Mr. Rajagopal Sukumar	August 14, 2018	Resignation
2	Prof. Biju Varkkey	November 12, 2018	Appointment
3	Mr. Harsh Charandas Mariwala	February 13, 2019	Resignation
4	Dr. Layla Mohamad Hassan Ali Almarzooqi	March,28, 2019	Appointment

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, the Company has appointed the following Key Managerial Personnel:

(i) Dr. Azad Moopen - Managing Director

(ii) Mr. Sreenath Reddy - Chief Financial Officer

(iii) Mr. Rajesh A - Company Secretary and

Compliance Officer (till May 31, 2018)

(iv) Ms. Puja Aggarwal - Company Secretary and

Compliance Officer (w.e.f August 14, 2018)

Dr. Azad Moopen was appointed as our Chairman and Managing Director, pursuant to a board resolution dated November 19, 2014 with effect from December 1, 2014 for a period of five years. Dr. Azad Moopen is a non-resident Indian and in accordance with the provisions of the Companies Act, 2013, the Shareholders of the Company had approved the appointment of the Managing Director vide special resolution passed at the extraordinary general meeting held on February 18, 2015 and approval of the Central Government was obtained for the appointment vide letter reference no. C36259455/2014-CL-VII dated February 27, 2015. It is proposed to re-appoint Dr. Azad Moopen as the Managing Director of the Company for a period of five years starting on December 1, 2019, i.e. after completion of his current term.

Mr. Rajesh A had resigned from the post of Company Secretary and Compliance officer with effect from May 31, 2018 and Ms. Puja Aggarwal was appointed as the Company Secretary and Compliance Officer with effect from August 14, 2018.

11. COMMITTEES OF DIRECTORS

The Company has constituted committees as required under the Companies Act, 2013 and the Listing regulations, the details of the said committees forms part of the Corporate Governance Report.

12. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and individual Directors including the Chairman of the Board as per the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Listing Regulations.

The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process has been explained in the Corporate Governance Report.

To ensure independence and transparency, an independent firm, M/s Damodaran and Associates LLP (-MDA-), had been engaged to conduct the evaluation process for FY 2018-19.

At a separate meeting of the Independent Directors which was held on May 27, 2019, the performance of the Board and Non-independent Directors, the performance of the Chairman, assessment of the quality, quantity and timeliness of flow of information between the Company''s Management and the Board were discussed. Thereafter, the outcome of the Board evaluation for FY 2018-19 was discussed at the Nomination and Remuneration Committee and the Board at their meetings held on 27 and 28 of May 2019 respectively

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (7) of the Companies Act, 2013 read with the schedules and rules issued there under

14. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report. The Remuneration Policy applicable to Non-Executive Directors is also disclosed on the website of the Company www.asterdmhealthcare.com/investors

15. BOARD MEETINGS AND ANNUAL GENERAL MEETING

The Board of Directors met 4 times during the financial year viz May 21, 2018; August 14, 2018; November 12, 2018 and February 13, 2019. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the report on Corporate Governance. The following resolutions were passed as Circular resolutions and duly noted in the meeting of Board of Directors:

SL No	Resolution	Date of passing	Date of noting by Board
1	Taking note of the Cost Audit Report for FY 2017-18	September 29, 2018	November 12, 2018
2	Authorization to Dr. Harish Pillai to do all activities in relation to the Aster Medical Journal	March,26, 2019	May 28, 2019
3	Approving the revised Code for Prevention of Insider Trading in the Securities of Aster DM Healthcare Limited (''Insider Trading Policy'')	March,26, 2019	May 28, 2019
4	Approval for appointing Additional (Independent) Director	March,28, 2019	May 28, 2019

The annual general meeting for the FY 2017-18 was held on August 16, 2018 at the registered office of the Company.

16. SECRETARIAL STANDARDS

The Company has devised proper Systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (-ICSD as required under section 118 (10) of the Companies Act, 2013.

17. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 3 forming part of this report.

18. EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board, inter alia administers and monitors the Company''s ESOP Scheme -DM Healthcare Employee Stock Option Scheme 2013- in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 (-SBEB Regulations'') and the Scheme is implemented through DM Healthcare Employees Welfare Trust.

During the year, 7,00,610 shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP Scheme. As at March,31, 2019, the ESOP Trust held 30,03,952 (0.59%) equity shares of the Company The ESOP

Scheme has been amended with effect from February 12, 2019 and the plan is in compliance with SBEB Regulations. Disclosures as required under SEBI (SBEB) Regulations, 2014 read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 have been provided separately in Annexure 4 to the Directors'' Report. The Company has received a certificate from the Statutory Auditor that the scheme has been implemented in accordance with SEBI Share Based Employee Benefits (SBEB) Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the Members.

19. INTERNAL CONTROL SYSTEMS

The Management has laid down internal financial controls to be followed by the Company The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of the 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 disclosures. The internal control system is commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives, in effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

As part of the Corporate Governance Report, CEO/ CFO certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an in-house internal audit function and an external consultant. The Audit and Risk Management Committee of the Board oversees the internal audit function. The Committee is regularly apprised by the internal auditors through various reports and presentations.

The scope and authority of the internal audit function is derived from the audit charter approved by the Audit and Risk Management Committee. The internal audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The internal audit function provides assurance to the Board that a system of internal control is designed and deployed to manage key business risks and is operating effectively

20. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report concerns and grievances in a responsible manner. Further details of the same are given in the Corporate Governance Report.

21. RISK MANAGEMENT POLICY

The Audit and Risk Management Committee monitors the risk management plan of the Company and ensures its effectiveness. It also reviews the risk management report issued by the Auditors. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis. The Risk Management Policy of the Company is available on the website at www.asterdmhealthcare.com/investors

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has been taking initiatives under Corporate Social Responsibility (-CSR-) for society at large. Over the years, the Company has been pursuing CSR voluntarily as a part of its corporate philosophy, which goes much beyond mere philanthropic gestures and integrates the interest, welfare and aspirations of the community with those of the Company itself to create an environment of partnership for inclusive development.

The Company has a well-defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Act Companies Act, 2013. Details on Corporate Social Responsibility activities undertaken during the year is given as a part of the Annual report.

23. AUDITORS

i. Statutory Auditors

At the Annual General Meeting held on September 12, 2014, M/s B S R and Associates., Chartered Accountants, [Firm Registration No: 128901W] were appointed as the Statutory Auditor of the Company to hold office till the conclusion of 11^th Annual General Meeting. They being eligible, are proposed for reappointment from the conclusion of the 11^th AGM upto the conclusion of the 12^th AGM.

ii. Secretarial Auditor

Mr Sunil Sankar, Practising Company Secretary, [ACS No: 20171, CP No: 10613] was appointed to conduct the Secretarial Audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules thereunder

iii. Cost Auditor

Your Directors had approved the appointment of M/s BBS & Associates Cost Accountants, Kochi [Firm Registration No: 00273] as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2018-19.

24. AUDIT REPORT

i. Statutory Audit Report

Audit report on the financial statements of the Company for the financial year 2018-19 is being circulated to the shareholders along with the financial statements. There are no qualifications or adverse remarks made by the Statutory Auditors in their Report for the financial year ended March,31, 2019.

The Statutory Auditors have not reported any incident of fraud to the Audit and Risk Management Committee of the Company in the year under review.

ii. Secretarial Audit Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report for FY 2018-19 forms part of the Annual Report as Annexure 5 to the Board''s Report.

25. MATERIAL CHANGES AND COMMITTEMENTS AFFECTING FINANCIAL POSITION

There are no material changes affecting the financial position of the Company between the end of the financial year reported and the date of this report.

26. EXTRACT OF ANNUAL RETURN

As per Section 134 (3) (a) of the Companies Act, 2013, an extract of the annual return in prescribed format is given in Form MGT 9 as Annexure 6 to the Directors'' Report.

27. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by any regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

28. BUSINESS OF THE COMPANY

The Company is into the business of setting up and running of hospitals and healthcare centres. There has been no change in the nature of business during the last financial year.

29. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Below is the report on the same containing details of number of cases filed, their disposal, nature or action taken and the number of cases pending.

No. of cases reported		No. of cases disposed	Nature of action taken	No. of cases pending
	2	2	Employee counseled	Nil

30. CONSERVATION OF ENEGY, TECHNOLOGY ABSORBTION, FOREX EARINGS AND OUTGO

The information 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 detailed in Annexure 7.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the Regulation 34 (3) of the SEBI Listing Regulations and Schedule V (B) to the said regulation forms part of this report

32. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V (C) to the SEBI Listing Regulations, the Corporate Governance Report with the Compliance certificate from the Practicing Company Secretary is attached to this report in Annexure 8.

33. BUSINESS RESPONSIBILITY REPORT

As per the Regulation 34 (2) (f) of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this report in Annexure 9

34. LISTING ON STOCK EXCHANGES

The Company''s shares are listed on both BSE Limited and National Stock Exchange of India Limited from February 26, 2018

35. ACKNOWLEDGEMENT

Your Directors thank the Company''s Shareholders, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your Directors place on record their appreciation on the contribution made by the employees at all levels. The Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board sincerely expresses its gratitude to Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Foreign Investment Promotion Board, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Governments of Kerala, Karnataka, Andhra Pradesh, Telengana and Maharashtra for the guidance and support received from them including officials thereat from time to time.

For and on behalf of the Board of Directors

Dr. Azad Moopen

Place: Dubai Chairman & Managing Director

Date: May 28, 2019 DIN: 00159403

---

Mar 31, 2018

To The Members of Aster DM Healthcare Limited

The Directors take pleasure in presenting the 10th Annual Report of the Company together with the audited financial statements for the year ended March 31, 2018.

1. Results of Operation and State of Affairs

Financial Results

Particulars	(INR in Millions)
	Standalone		Consolidated
	Year Ended 31 March 2018	Year Ended 31 March 2017	Year Ended 31 March 2018	Year Ended 31 March 2017
Revenue from Operations	5300.66	3795.12	67211.61	59312.87
Other Income	161.08	306.52	454.35	366.15
Total Income	5461.74	4101.64	67665.96	59679.02
Total Expenditure	6333.66	7226.47	65907.62	62752.10
Profit/(loss) before exceptional items, share of profit/ (loss) of equity accounted investees and tax	(871.92)	(3124.83)	1758.34	(3073.08)
Exceptional Item	-	3591.89	1296.42	4159.06
Profit/(loss) before share of profit/ (loss) of equity accounted investees and tax	(871.92)	467.06	3054.76	1085.98
Share of net profit/ (loss) of equity accounted investees	-	-	22.87	(2.29)
Profit/(loss) before tax	(871.92)	467.06	3077.63	1083.69
Less : Tax expense	-	-	260.82	108.37
Profit for the year	(871.92)	467.06	2816.81	975.32
Other Comprehensive income, net of income tax	(0.24)	(0.69)	103.90	(323.57)
Total Comprehensive Income	(872.16)	466.37	2920.71	651.75
Profit attributable to
Owners of the Company	(871.92)	467.06	2688.76	1017.60
Non-Controlling interest	-	-	128.05	(42.28)
Total	(871.92)	467.06	2816.81	975.32
Total Comprehensive income attributable to
Owners of the Company	(872.16)	466.37	2784.92	736.43
Non-Controlling interest	-	-	135.79	(84.68)
Total	(872.16)	466.37	2920.71	651.75
Earnings Per Share
Basic	(1.87)	1.01	5.75	2.20
Diluted	(1.87)	1.01	5.74	2.19

Financial Position

Particulars	(INR in Millions)
	Standalone		Consolidated
	As at 31 March 2018	As at 31 March 2017	As at 31 March 2018	As at 31 March 2017
Cash and Cash equivalents	838.5	146.84	2041.68	1373.21
Trade Receivables	305.31	244.51	15463.93	12876.18
Other Current Assets	1839.71	1623.38	11184.22	10475.17
Total Current Assets	2983.52	2014.73	28689.83	24724.56
Property, plant and equipment
(including capital work in progress)	7873.38	7732.34	33672.23	30565.69
Goodwill	-	-	7083.39	6739.84
Other intangible assets	23.46	40.73	644.38	788.95
Other Non-Current Assets	22057.3	22458.94	4752.55	5253.73
Total Non-Current Assets	29954.14	30232.01	46152.55	43348.21
Total Assets	32937.66	32246.74	74842.38	68072.77
Non-Current Liabilities	1919.76	6969	20707.21	23553.76
Current Liabilities	1758.17	1996.96	22234.85	22012.24
Total Current and Non-Current Liabilities	3677.93	8965.96	42942.06	45566
Equity	5052.29	4032.22	5052.29	4032.22
Other Equity	24207.44	19248.56	23268.65	14721.89
Non-Controlling Interest	-	-	3579.38	3752.66
Total Equity	29259.73	23280.78	31900.32	22506.77
Total Equity and Liabilities	32937.66	32246.74	74842.38	68072.77

During the year under review our company, on a consolidated basis, reported total income from operations of INR 67,211.61 million as compared to INR 59,312.87 million registering a year over year growth of 13.31%. Of our total revenues from operations for fiscal 2018, our hospital segment accounted for INR 32,266.97, our clinic segment accounted for INR 17,769.22 and our retail pharmacy segment accounted for INR 17,151.34. Our operations in India, which primarily consist of hospitals, accounted for INR 11,665.06 of our total revenues from operations for the year ended March 31, 2018.

Our revenues increased by 13.38% from INR 59,679.02 million in fiscal 2017 to INR 67,665.96 million in fiscal 2018. This increase was due to an increase in revenue across all our business segments largely driven by organic growth. During the fiscal 2018, our hospital segment revenue increased by 19.29% from INR 27,047.32 million to INR 32,266.97 million. The growth in our hospitals segment was driven by an increase in patient volumes, favorable case mix and opening of two new hospitals at GCC. The in-patient volumes increased from 1,57,800 in fiscal 2017 to 2,10,000 in fiscal 2018 ( average figures).

During the fiscal 2018, our clinics segment revenue increased 9.48% from INR 16,229.16 million to INR 17,769.22 million, driven by organic growth through increased patient visits at our clinics. The stabilisation of new clinics that had commenced operations in fiscal 2017 also contributed to the segment growth. During the fiscal 2018, our retail pharmacies segment revenue increased by 7.34% from INR 15,977.65 million to INR 17,151.34 million, driven by growth in our clinics segment which had a favorable impact on our retail pharmacies supporting our clinics. During the fiscal 2018, our other income increased by 24.08% from INR 366.15 million in fiscal 2017 to INR 454.35 million in fiscal 2018. This increase was primarily due to value added services at our healthcare facilities and increase in interest income earned on account of fixed deposits.

Our employee benefits expense totaled INR 22,711.30 million in fiscal 2018, an increase of 10.54% over INR 20,545.01 million in fiscal 2017, primarily due to an increase in the number of employees to 17,335 employees at the end of fiscal 2018 from 17,240 employees at the end of fiscal 2017 and salary increment effected for the year which reflects the growth of our business segments and operations. Our finance cost totaled INR 1,846.42 million in fiscal 2018, an decrease of 47.78% over our finance cost of INR 3,535.99 million in fiscal 2017, primarily due to decrease in interest expenses on financial liabilities measured at amortised cost.

As a result of all the factors outlined above, our profit for the year increased from INR 975.32 million in fiscal 2017 to INR 2,816.81 million in fiscal 2018. As of March 31, 2018, we had aggregate outstanding indebtedness of INR 23,515.74 million.

*GCC - Gulf Cooperation Countries

Strategy

Our mission is to improve the quality of healthcare services provided in the communities we serve. We strive to deliver comprehensive healthcare services of international standards to our patients in order to become their healthcare service provider of choice. We also provide assistance to the underprivileged as part of our corporate social responsibility. We are able to do this because of our commitment to nurturing a dedicated and passionate team of healthcare professionals in order to achieve and maintain excellence in education, research, clinical outcomes and healthcare. At the same time, we seek to generate strong financial performance through the execution of a robust business strategy.

We expect the private healthcare services sector in the GCC states to grow based on: favourable healthcare regulatory reforms and growth in the privately insured population and premium health insurance; an increasing incidence of lifestyle related-medical conditions; a population that is growing and rapidly ageing in the GCC states; growth in the inbound and outbound medical value travel industry; projected shortages in healthcare provision and infrastructure in the GCC states; and service gaps in the current healthcare market. In Saudi Arabia, we shifted our focus from the government to the private healthcare sector in order to capitalise on the significant demand supply gap in private healthcare.

We expect the healthcare services sector in India to grow based on: the continued growth of the Indian middle class; an increasing incident of lifestyle related-medical conditions; increased spending on medical/healthcare (sick care and preventive care) due to higher disposable income and better awareness; and the impetus provided by rising demand for medical value travel.

We aim to achieve our mission, to capitalise on the market opportunity and to grow our business by pursuing the strategic goals set out below.

2. Dividend

Your Board has not recommended any dividend for the financial year 2018.

3. Transfer to Reserves

No amount is proposed to be transferred to general reserves for the financial year 2018.

4. Share Capital

Share Capital of the Company as on March 31, 2018 was INR 5052.29 Mn consisting of 505,227,345 equity shares of INR 10 each. During the year under review, your Company has not issued any shares with differential voting rights or any sweat equity shares. Details of Employee Stock Options granted by the Company are provided separately in the report.

As on March 31, 2018, except Dr. Azad Moopen who holds 525,720 equity shares and Mr. T J Wilson who holds 27,37,210 equity shares and Mr. Shamsudheen Bin Mohideen Mammu Haji who was holds 5,717,829 equity shares and Mr. Anoop Moopen who holds 482,398 equity shares, no other directors hold any equity shares or preference shares in the Company.

During the financial year under review, your company issued 38,157,894 equity shares of face value INR 10 and at a premium of INR 180 through the Initial Public Offer as per the prospectus dated February 17, 2018.

During the year under review, your Company has not issued any bonus shares or rights shares.

5. Public Deposits

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet. Thus no particulars are reported as required under Rule 8 (5)(v) of Companies (Accounts) Rules, 2014.

6. Loans, Guarantee and Investments

Particulars of Loans, guarantees and investments form part of the notes to the financial statements provided in this Annual Report.

7. Subsidiary, Joint Ventures and Associate Companies

Your Company along with its subsidiaries are engaged in the business of setting up hospitals, clinics and pharmacies in India and GCC. At the beginning of the year your company had 8 direct subsidiaries, 45 step-down subsidiaries and 4 associate companies. As on 31st March 2018 your company has 9 subsidiaries and 48 stepdown subsidiaries and 4 associate companies. There has been no material change in the nature of the business of the subsidiaries.

Following entities have become subsidiaries of the Company during the reporting period:

1. Aster Ramesh Duhita LLP

2. Dr. Moopens Aster Hospital WLL

3. Harley Street Dental LLC

4. Aster DCC Pharmacy LLC

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is appended as Annexure A to the report.

8. Human Resources

From the last year’s focused approach towards enhancing our ‘Stakeholder’s delight” through cultivating an atmosphere of uncompromised quality and care; this year 2017 - 2018 was about driving a high-performance culture and productivity across the Group.

In view of the IPO planned during the year, our core focus for Human Resources was reviewing what existed to achieve greater internal and external stakeholder’s outcomes both from a talent and business perspective. This was done strategically by running an HR diagnosis across the organization; which gave us our clear HR strategy until the year 2020 complimenting the overall long-term business priorities.

Our People Strategy has eight key focus areas emerged across the employee life cycle from: Attracting and Recruiting Talent including New Hire Induction and Onboarding, Workforce Planning and Organization Design, Learning & Development, People and Talent Analytics, Compensation and Benefits, Career & Succession Management, Employee Engagement & Recognition, HR Operations including Grievance and Exit Management. All these have been mapped against the impact on operational outcomes, design and implementation challenge to ensure complete business alignment.

As an outcome of our review, one of the key inputs to the people strategy was digitization of HR process and outsourcing some of our manually dependent and non-core processes like outsourcing of payroll to Ramco. Digitisation was a key theme this year and the outcomes of which will be integrated with all other HR process using Oracle HCM cloud technology. As a pre-requisite to the HCM implementation, eight major process flows subdivided into sixty-six approval workflows were created in agreement with HR and Business leadership to create the HR Group Approval Matrix or GAM to streamline the HR operating model.

As we continue to focus on being able to attract and retain the best, we partnered with Willis Towers Watson to conduct our first formal salary and benefits benchmarking study across GCC. The objective is to create fairness and transparency in rewards and benefits programs. Similarly, we partnered with other Industry experts for India with E&Y and McKinsey for GCC regions for the Manpower Optimization & Productivity to ensure an optimal manpower model for our hospitals. The results of which will go into the following years’ HR operating plan.

To create alignment which reflects our employer brand, mirrors our values and inducts our employees within Aster DM Healthcare family working towards our common goal, we also launched and implemented the new hire onboarding program. This new hire onboarding program includes both Clinicians and Non-Clinicians together being inducted from day one as they join us in any part of business. The objective is to provide them an overview of Aster DM Healthcare as a Group, our culture and values, our working styles, and our ethos; thus, blend well and add value to themselves and the system.

Considering the volume of information provided and changes happening in the organization, we developed our first employee handbook and its design element. This employee handbook will act as a guide for all the employees and it contains important information about Aster DM Healthcare. The book is classified into four major categories which revolves around: I - Belong, I - Learn, I - Respect and I - Enjoy.

The growth and development of our business necessitates that we develop our employees in their careers, provide for their continuous and on-going professional development and help them achieve their maximum potential. There were two key programs that were launched with a common intent of cultivating talent. The first was the Aster DM Healthcare Women Leadership Program which began with twenty-four high potential middle managers covering the learning blended model including business related learning themes and mentoring programs within the organization to make them future ready leaders. The second high potential program is the Executive Certificate Course in Healthcare Management by XLRI, one of the top leading management institutes in India. This course is exclusively customized and co-created by XLRI and the Aster DM Healthcare team with a MBA. A total of thirty high potential young leaders in P&L roles were selected for this one-year journey post which they will be graduating in Jamshedpur Campus. There was also an annual learning calendar created based on the needs analysis of the business requirement with a range of unique programs focused towards management development.

While preparing for becoming a public listed company, it becomes a moral responsibility for every Aster member including the Board and the senior leadership team to be transparent and open in sharing information about the company with both internal and external customers. As a result, HR policies were broadly categorized as global, regional and business level policies revisiting and standardizing sixteen of our key employee policies across the organisation to ensure external competitiveness and internal fairness and parity.

To support our strategy of driving a high-performance culture, we also created the Aster DM Healthcare competency framework and aligned it with our performance management system. There was uniform cascade of goals from leadership to team member level this year and that competency also formed a part of the evaluation to focus on building capabilities.

To summarize, this year’s efforts were acknowledged very well as our Group and our leaders were recognized through awards globally and regionally. Both our Aster and Medcare brands and their leaders in India and GCC have been selected as one of the World’s Greatest Brands and leaders in Asia and

GCC for 2017-18. Some notable awards were: World’s Greatest Brands in Asia and GCC for 2017-18 and Dubai Appreciation and Quality Awards, Dubai Human Development Awards, GCC Best Employer Awards etc. Some key statistics for the year as on March 2018 are as follows:

Attribute	Group
Headcount	17,335
Differently Abled Headcount	63
Hiring	6,251
Annualized Attrition (%)	29.66%
Total Employee Grievances	323
Anti - Sexual Harassment (ASH)	8
Code of Conduct (COC)	251
Whistle Blower	26
Involuntary Separation due to Performance Concern	38
Percent of cases closed	90%

9. Particulars of Employees

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure B forming part of this report.

10. Employee Stock Option Scheme

Keeping its promise of value creation for its employees and employees of subsidiary companies, your company had instituted an ESOP Scheme ‘DM Healthcare Employee Stock Option Scheme 2013” in the year 2013. Details of ESOPs as required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 as given below:

Date of Grant	Grantees	Type of Option
		Performance	Loyalty	Incentive	Milestone
07-Jun-17	KMP Category	-	64,500	6,000	4,500
	Non-KMP category	-	2,20,500	1,42,000	1,06,500
01-Mar-18	KMP Category	76,218	-	-	-
	Non-KMP category	5,89,811	1,46,800	-	-
Total		6,66,029	4,31,800	1,48,000	1,11,000

*KMP includes MD, CFO and CS

Note: Refer note no 41A of Financial Statements forming part of this Annual Report for details of ESOP’s.

11. Quality Control and Initiatives

Our constant endeavour for clinical excellence is our journey of TQM (Total quality management) at Aster DM healthcare. Our Quality principles provide the foundation for improving safety and quality of care for patients and families as well as improving the workforce experience. The quality program at Aster DM is structured to develop a groupwide culture of improvement that inspires , engages and achieves results. We aim to simplify and harmonize activities and initiatives while we set priorities for groupwide impact which patient centric.

Patient safety is a global health concern, affecting patients in all health care settings, whether in developed or developing countries. Research studies have shown that an estimated average of 10% of all inpatient admissions result in a degree of unintended patient harm. It is estimated that up to 75% of these lapses in health care delivery are preventable.

In response to the pressing need for the development of interventions that address lapses in patient safety, we , at Aster DM Healthcare have implemented Patient Safety Friendly Hospital Initiatives. The initiative involves the implementation of a set of patient safety standards in hospitals & medical centers. Compliance with the standards ensures that patient safety is accorded the necessary priority and that facilities and staff implement best practice.

The goal of the initiative is to improve the level of patient safety in hospitals by creating conditions that lead to safer care, thus protecting the community from avoidable harm and reducing adverse events in hospital settings. Patient centric processes & protocols take topmost priority such as implementation, monitoring and maintenance of WHO guidelines, supporting quality improvement projects like reducing the risk of medication errors, IPSG Goals preventable strategies with regard to pressure ulcers, falls etc. Special emphasis is laid on implementation of clinical pathways & clinical bundles

There is monitoring of quality data which is benchmarked with national & international standards in order to ensure we are on par with the best acceptable standards in the healthcare industry. The Group Quality initiatives for the year also include strengthening the implementation & monitoring of clinical privileges, procedure-specific informed consents and OPPE (ongoing physicians professional evaluation) across all hospitals in GCC and India.

At Aster DM we have identified Center of excellence (CoE), an entity that promotes collaboration, provides leadership, best practices, research, support and/or training to drive clinical outcomes and business growth on a comprehensive continuum. It is strengthened by implementing standards for the centres of excellence and CoE specific clinical quality indicators.

The Centers of Excellence are identified for the specialties Cardiology, Neurosciences, Orthopedics, Women and child, Bariatric, Gastroenterology, Integrated liver care, Oncology, Nephrology, Neonatal ICU, Urology.

We have maintained our focus on continuous quality improvement and each unit was encouraged to identify areas of improvement and work on quality improvement projects which benefitted our patients as well as operational excellence. We achieved the reaccreditations from the U.S.-based Joint Commission International(JCI) for Aster Medcity. Aster CMI successfully achieved its NABH accreditation. Medcare hospital Duba, Medcity Kochi was appreciated for its expansion project on cardiac catheterization Lab and coronary care unit and was granted the golden seal by JCI during the extension survey.

Aster Mankool hospital Dubai received the prestigious Dubai Quality appreciation award from Dubai chamber of commerce this year which is based on EFQM model. Attaining high compliance with its core measures required a well-orchestrated effort across disciplines and departments. We also participated in the International patient safety congress as well as Global conclave by AHPI in India and won 8 awards in various categories.

Aster Pharmacy keeping pace with the continuing quality journey has bagged a string of successes this year such as : Dubai Human development award 2018, UAE innovation award 2017, Sheikh Khalifa Excellence award 2017, Sharjah top 10 Business excellence award 2017, Dubai Quality appreciation award 2017.

INDIA UNITS Accreditation- 2017-18

Sl#	Name of the Accreditation	Year achieved
I	Name of the Hospital: Aster CMI Hospital
1	ER NABH	Jan 2017
2	NABH Nursing Excellence	April 2017
3	NABH	2018
II	Name of the hospital: Aster Ramesh Hospital - Guntur
1	NABL Reassessment	2018
2	NABH Nursing Excellence	2018
III	Name of the hospital: Aster Ramesh Hospital - MG
1	Renewal of NABH (First 2015)	2017
IV	Name of the Hospital: DM WIMS Hospital
1	NABH-Certification standards for emergency department.	2017
VI	Name of the Hospital: Aster MIMS, Calicut
1	NABL	2018
2	NABH- Nursing Excellence certification	2017
3	NABH- Emergency dept excellence certification	2016
VII	Name of the hospital: Aster MIMS Kottakkal
1	NABH- Second Reaccreditation	2017
2	NABH certified Emergency medicine Services in hospital	2017
VIII	Name of the Hospital: Aster Medcity
1.	ISO 9001:2015	2017
2.	NABH - HOSPITAL	2018
3.	NABH - Nursing Excellence	2017
4.	JCI reaccreditation	2018
5.	Green OT Reaccreditation	2018
6.	NABH - Emergency Dept. Certification	2016
7.	PdQ	2017
8.	NABL	2017
9.	LEAD Gold Certification - for Hospital Building	2017
IX	Name of the Hospital: Aster Prime, Hyderabad
1.	NABL Re accreditation	2017

GCC UNITS 2017-18

UNIT	Accreditations achieved till date
	Name of the Accreditation	Year achieved
AL RAFFAH HOSPITAL (MUSCAT)	PSFHI (Patient Safety Friendly Hospital initiative)	2017
MCH	JCI-Cath Lab	2018
SANAD HOSPITAL	CBAHI	2017
MEDINOVA	JCI-LAB	2017

12. Corproate Social Responsibility

An obligation to do good is the calling of a good heart that beats for humanity. Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large, well before it has been prescribed thorough the Companies Act, 2013. The Company has well defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act 2013. The Company has in-house department which is exclusively working CSR activities. Corporate social responsibility is an integral part of our operations and part of our mission is to provide quality healthcare services and assistance to the underprivileged. The ‘average net profit” for the previous three years as required for computing the CSR obligation on the Company is negative and hence the requirement of spending minimum of 2% of the net profits on identified CSR projects is not applicable as on date on your Company. However, the CSR activities being carried out by the Company is mentioned in this Annual Report under the head CSR Activities.

13. Internal Control Systems

The Board has adopted policies and procedures 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 fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Head of Internal Audit together with external audit consultants, reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Audits are conducted on an on-going basis and significant deviations are brought to the Board of Directors following which corrective action is taken. All these measures facilitate timely detection of any irregularities and early remedial steps.

14. Vigil Mechanism

Your Company has established a whistle blower mechanism / vigil mechanism that enables the Directors and Employees to report genuine concerns. The mechanism enables the Company to deal with instances of unethical behaviour, actual or suspected fraud or violation of Company’s code of conduct or ethics policy. During the year under review, none of the employees were denied access to Audit and Risk Management Committee of the Company as required under the Whistle Blower Policy.

15. Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no maternally significant related party transactions made by the Company with promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of Company at large. Form AOC - 2 as required under Section 188 is appended as Annexure C to the Board’s Report.

16. Statutory Auditors

At the Annual General Meeting held on September 12, 2014, M/s B S R and Associates., Chartered Accountants, [Firm Registration No: 128901W] were appointed as the Statutory Auditor of your Company to hold office till the conclusion of 11th Annual General Meeting to be held in the year 2019.

17. Audit Report

Audit report on the financial statements of the Company for the financial year 2017-18 is being circulated to the shareholders along with the financial statements. There are no qualifications or adverse remarks made by the statutory auditors in their report for the financial year ended March 31, 2018.

The Statutory Auditors have not reported any incident of fraud to the Audit and Risk Management Committee of the Company in the year under review.

As required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the auditors certificate on corporate governance is enclosed as Annexure D to the Boards Report.

18. Secretarial Auditor

Mr. Sunil Sankar, Practising Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2017-18 forms part of the Annual Report as Annexure E to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. Cost Auditors

Your Directors, on the recommendations made by the Audit and Risk Management Committee had approved the appointment of M/s BBS & Associates Cost Accountants, Kochi [Firm Registration No: 00273] as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2017-18.

Your Company has received consent from M/s BBS & Associates Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2017-18 along with a certificate confirming their independence and arm’s length relationship. Board has approved their appointment as Cost Auditors for the Financial year 2018-19 as well.

20. Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (7) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force).

21. Directors and Key Managerial Personnel

In accordance with Articles of Association, Mr. T J Wilson and Mr. Shamsudheen Bin Mohideen Haji, Directors retire by rotation at the ensuing Annual General Meeting. Mr. T J Wilson and Mr. Shamsudheen Bin Mohideen Haji being eligible seek re-appointment at the Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, your Company has appointed the following Key Managerial Personnel:

(i) Dr. Azad Moopen - Managing Director

(ii) Sreenath Reddy - Chief Financial Officer

(iii) Rajesh A - Company Secretary

Dr. Azad Moopen was appointed as our Chairman and Managing Director, pursuant to a Board resolution dated November 19, 2014 with effect from December 1, 2014 for a period of five years. Dr. Azad Moopen is a non-resident Indian and in accordance with the provisions of the Companies Act. 2013. Shareholders of the Company had approved the appointment of Managing Director vide special resolution passed at the meeting held at the extraordinary general meeting held on 18th February 2015 and approval of the Central Government was obtained for the appointment vide letter reference no. C36259455/2014-CL-VII dated February 27, 2015.

22. Committees of Directors

Your Board has constituted committees required under the Companies Act, 2013 and the SEBI Regulations for meeting the operational conveniences. Details of various committees of the Board are provided in the Corporate Governance Report.

23. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations’).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

24. Policy on Appointment of Directors and Remuneration

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the Corporate Governance Report, which is part of this report. The same can also be accessed in the website of the Company (http://www. asterdmhealthcare.com/investors/)

25. Board Meetings and Annual General Meeting

Your board of directors met 4 times during the financial year viz 07th June 2017, 25th July 2017, 20th November 2017 and 08th February 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, details of which forms part of the Corporate Governance Report forming part of this report

The annual general meeting for the financial year 2016-17 was held on 20th September 2017 at the registered office of the Company.

26. Secretarial Standards

Your Company observes all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI”) as required under section 118 (10) of the Companies Act, 2013.

27. Listing on Stock Exchanges

The Company’s shares are listed on both BSE Limited and National Stock Exchange of India Limited. Your company’s shares are listed on both stock exchanges with effect from 26th of February 2018.

28. Directors’ Responsibility Statement

Pursuant to section 134 (5) of the Act, the Board of Directors to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

b) the directors have 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 and loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively

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

Particulars required under Section 134 (3 (m) read with Rule 8 of Companies (Accounts) Rules, 2014 is enclosed as Annexure F, forming part of this report.

30. Significant and Material Orders

There are no significant or material orders passed by any regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

31. Extract of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the annual return in prescribed format is appended in Form MGT 9 as Annexure G to the Board’s Report.

32. General Matters, Confirmations and Disclossure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with Auditor’s Certificate thereon and the Management Discussion and Analysis are attached, which form part of this report.

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of the annual report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and web site of the Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Your board confirms that there has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

b. Your company is in the process of assessing the various risk parameters and preparing a comprehensive risk management policy.

c. Your Board has accepted all recommendations made by the Audit and Risk Management Committee during the year.

d. No remuneration or commission was paid by any subsidiary company in India to Managing Director of the Company;

e. As per the objects clause of the Memorandum of Association of the Company, your company is into the business of setting up and running of hospitals and healthcare centres. There has been no change in the nature of business during the last financial year.

f. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details of complaints received by the internal compliance committee are separately reported in the report.

33. Acknowledgement

Your Directors thank the Company’s shareholders, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees at all levels. Your Company’s consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board sincerely expresses its gratitude to Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Foreign Investment Promotion Board, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Governments of Kerala, Karnataka, Andra Pradesh, Telengana and Maharashtra for the guidance and support received from them including officials thereat from time to time.

For and On Behalf of the Board of Directors

Dr. Azad Moopen

Place: Dubai Chairman & Managing Director

Date: 21^st May 2018 DIN: 00159403