Your Directors are pleased to present the FORTY FIFTH ANNUAL REPORT and the audited financial statements for the yearended March 31,2026.
FINANCIAL RESULTS
Particulars
Standalone
Consolidated
March 31,2026
March 31,2025
Income from Operations
93,262
82,021
252,285
217,940
Profit before Exceptional Items and Tax after shareof profits/(loss) in Joint Ventures & Associates
19,577
16,885
26,801
20,391
Exceptional Items
(114)
-
(192)
Profit after Exceptional Items before Tax after shareof profits/(loss) in Joint Ventures & Associates
19,463
26,609
Provision for Tax
4,537
3,922
6,582
5,340
Profit for the Period
14,926
12,963
20,027
15,051
Earnings Per Share - Basic
103.81
90.15
135.04
100.56
Earnings Per Share - Diluted
103.74
134.94
RESULTS OF OPERATIONS
During the year under review, the revenue from operationsof the Company grew by 13% to ' 93,262 million comparedto ' 82,021 million in the previous year. The profit after taxfor the year increased by 15% to ' 14,926 million comparedto ' 12,963 million in the previous year.
During the year under review, the consolidated revenue fromoperations of the Company increased by 16% to ' 252,285million compared to ' 217,940 million in the previous year.The profit after tax for the year for the group increased by33% to ' 20,027 million compared to ' 15,051 million in theprevious year.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Companies Act, 2013 (“the Act”) andInd AS 110 - Consolidated Financial Statements readwith Ind AS 28 - Investment in Associates and Ind AS31 - Interests in Joint Ventures, the audited consolidatedfinancial statements form part of the Annual Report.
In terms of provision to sub section (3) of Section 129 of theAct, the salient features of the financial statements of theSubsidiaries, Associates and Joint Venture Companies areset out in the prescribed Form AOC-1, which forms a partof the Annual Report.
In accordance with Section 136 of the Act, the auditedfinancial statements, including the consolidated financialstatements of the Company and audited accounts ofthe subsidiaries are available at the Company's website:
https://www.apollohospitals.com/. The documents will alsobe available for inspection during business hours at theregistered office of the Company.
MATERIAL CHANGES AND COMMITMENTSAFFECTING THE COMPANYComposite Scheme of Arrangement
The Board of Directors, at its meeting held on June 30,2025, approved the Composite Scheme of Arrangementamongst Apollo Hospitals Enterprise Limited (“Company”),Apollo Healthco Limited (“Transferor Company 1”), KeimedPrivate Limited (“Transferor Company 2”), and ApolloHealthtech Limited (“Resultant Company”) (the “Scheme”).
The Company received the approval of the CompetitionCommission of India on September 23, 2025, for approvingthe combination proposed under the Scheme. TheCompany has also received observation letters containing“No Objection” from BSE Limited and National StockExchange of India Limited, dated December 24, 2025 andDecember 23, 2025, respectively.
Subsequently, the Company, Transferor Company 1,Transferor Company 2, and the Resultant Company jointlyfiled Application No. CA (CAA) / 8 / (CHE) / 2026 underSections 230 to 232 of the Companies Act, 2013 before theHon'ble National Company Law Tribunal, Chennai Bench,seeking directions to convene meetings of the equityshareholders and creditors in connection with the proposedScheme.
Pursuant to the orders of the Hon'ble Tribunal, meetingsof the Secured Creditors, Unsecured Creditors, andEquity Shareholders of the Company are scheduled to beconvened on June 24, 2026 at 10:00 A.M., 11:00 A.M., and2:30 P.M., respectively. Notices convening the aforesaidmeetings were dispatched to the equity shareholders andcreditors on May 21,2026.
Proposal to create one of India’s largest integratedMaternity and Fertility Care Platforms
The Board of Directors, at the meeting held on May
20,2026 approved the proposal for Apollo Health andLifestyle Limited (“AHLL”), a wholly owned subsidiary of theCompany, to combine with Kids Clinic India Limited, whichoperates under the brand name “Cloudnine”, to create oneof India's largest maternity and fertility care platforms inIndia. As part of this arrangement, AHLL will divest its stakein its subsidiaries, namely Apollo Specialty Hospitals PrivateLimited and Apollo Fertility Centre Private Limited, to KidsClinic India Limited at an enterprise value of approximately' 15,500 million, comprising cash of ' 7,650 million andan equity stake of around 9.9% in Kids Clinic India Limitedvalued at ' 7,850 million. The transaction is subject toreceipt of approval from the Competition Commission ofIndia.
Merger of Apollo Hospitals North Limited into theCompany
The Board of Directors, at its meeting held on May 20, 2026,approved the proposal for the merger of Apollo HospitalsNorth Limited, a wholly owned subsidiary of the Company,with and into Apollo Hospitals Enterprise Limited (“HoldingCompany” or the “Company”) under Section 230-232 ofthe Companies Act, 2013 read with Rules thereunder.
The proposed merger is subject to receipt of the necessarystatutory and regulatory approvals, including the approvalof the Hon'ble National Company Law Tribunal, ChennaiBench in accordance with the provisions of the CompaniesAct, 2013.
DIVIDEND
During the year, your Company declared an interim dividendof ' 10/- (200%) per equity share of face value of ' 5/- eachamounting to ' 1,437.85 million and the said dividend waspaid on February 27, 2026 to the shareholders on whosenames appeared in the register of members as on February16, 2026, being the record date fixed for this purpose.
Your Directors are pleased to recommend a Final Dividendof ' 10/- (200%) per equity share of face value of ' 5/- eachfor the year ended March 31,2026.
The Final Dividend, subject to the approval of Membersat the Annual General Meeting on Tuesday, August 25,2026 will be paid on or before September 10, 2026 to theMembers whose names appear in the Register of Members,as on Friday, the August 14, 2026, being the record datefixed for this purpose. In respect of shares held in electronicform, the dividend will be paid on the basis of beneficialownership furnished by the depositories viz., NSDL andCDSL for this purpose.
The total dividend for the financial year, including theproposed Final Dividend amounts to ' 20/- per equityand will aggregate to a sum of ' 2,875.70 million (400%on the face value of ' 5/- per equity share). The dividendrecommended is in accordance with the Company’sDividend Distribution Policy.
In view of the changes made under the Income-tax Act,2025, dividends paid by the Company shall be taxablein the hands of the shareholders. Your Company shall,accordingly, make the payment of the Final Dividend afterdeduction of tax at source.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 [SEBI ListingRegulations], the Board of Directors of the Company hadformulated a Dividend Distribution Policy (‘the Policy’).The Policy is available on the Company's website: https://www.apollohospitals.com/apollo_pdf/dividend-distribution-policy.pdf
TRANSFER TO RESERVES
The Company does not propose to transfer any amount togeneral reserve on declaration of dividend. The Board ofDirectors have decided to retain the entire amount of profitsfor 2025-26 in the distributable retained earnings.
SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINTVENTURES
At the beginning of the year, your Company had twenty-three direct subsidiaries and sixteen step down subsidiaries.As on March 31,2026 your Company had twenty-five directsubsidiaries and nineteen step down subsidiaries.
Performance Highlights of Subsidiary Companies
Sl.
No.
Subsidiary
Category(Direct / Step-down)
% Holding byAHEL
Nature of Business andLocation
2025-26Revenue(' in Mio)
2025-26Profit /(Loss)' in Mio
A. Healthcare Services
1
Samudra HealthcareEnterprises Limited (SHEL)
Direct
100.00%
Multi-speciality hospital atKakinada
731
124
2
Apollo MultispecialityHospitals Limited (AMSHL)
Multi-speciality hospital atKolkata
14,690
1,983
3
Imperial Hospital andResearch Centre Limited(IHRCL)
90.00%
Multi-speciality hospital atBengaluru
5,991
970
4
Assam Hospitals Limited(ASSAM)
76.20%
Multi-speciality hospital &Pharmacy at Guwahati
2,554
457
5
Apollo Rajshree HospitalsPrivate Limited (ARHPL)
54.63%
Multi-speciality hospital atIndore
1,869
54
6
Apollomedics InternationalLifesciences Limited(MEDICS)
51.00%
Multi-speciality hospital atLucknow
4,713
409
7
Apollo Lavasa HealthCorporation Limited(ALHCL)
Hospital at Lavasa
(17)
8
Apollo HospitalsInternational Limited (AHIL)
50.00%
Multi-speciality hospital atAhemdabad
3,152
220
9
Apollo Hospitals NorthLimited (AHNL)
Multi-speciality hospital atGurgaon
(Yet to commenceoperations)
(108)
10
Kerala First Health ServicesPrivate Limited (KFHPL)
60.00%
Chain of AyurvedaHospitals with 8 centres
371
(185)
11
A.B. Medical CentresLimited (ABMCL)
Leased hospitalinfrastructure to theCompany for operatingFirst Med Hospital,Chennai; no commercialoperations
12
Apollo Nellore HospitalLimited (ANHL)
80.87%
Leased land at Nellore tothe Company for runninghospital
13
Asclepius Hospitals &Healthcare Private Limited(ACHL)
Step-down(Subsidiary toASSAM)
75.99%
Multi Speciality hospital atAssam
1,703
289
14
Sobhagya Hospital andResearch Centre Pvt Ltd(SHRCL)
Step-down(Subsidiary toAHRPL)
Multi Speciality hospital atIndore
23
15
Apollo Home HealthcareLimited (AHHL)
74.00%
Home Healthcare services
1,328
82
16
Apollo CVHF Limited(ACVHF)
Step-down(Subsidiary toAHIL)
66.67%
Cardiac healthcareservices
365
17
Baalayam HealthcarePrivate Limited (BHPL)
Step-down(Subsidiary toKHPL)
Ayurveda Hospital andclinics
94
18
Apollo Hospitals Worli LLP(AHWL)
90.10%
Proposed to set up astate-of-the-art healthcarefacility in Worli
(159)
19
Apollo PET-CT PrivateLimited (Apollo PET-CT)
High-end medicaldiagnostic services
228
36
20
Belenus ChampionHospitals Private Limited(Belenus)
Step-down(Subsidiary toIHRCL)
Hospital at Bengaluru
(355)
21
Apollo Hospitals Jammuand Kashmir Limited(AHJKL)
Yet to commenceoperations
22
Apollo Hospital (UK) Limited(AHUKL)
Apollo Hospitals SingaporePte Limited (AHSPL)
B. Primary Care and Clinics
24
Apollo Health and LifestyleLimited (AHLL)
Primary Healthcarefacilities through a networkof owned/franchisedclinics; diagnostic centres
9,114
57
25
Apollo Specialty HospitalsPrivate Limited (ASHPL)
Step-down(Subsidiary toAHLL)
Daycare Surgery Centres
3,582
(363)
26
AHLL Diagnostics Limited(ADL)
Diagnostics Services
27
AHLL Risk ManagementPrivate Limited (ARMPL)
28
Apollo Dialysis PrivateLimited (ADPL)
69.20%
Dialysis centres
1,295
92
29
Alliance Dental CareLimited (ADCL)
69.09%
Dental care centres
550
102
30
Apollo Sugar ClinicsLimited (ASCL)
80.00%
Diabetes managementcentres
426
79
31
Care Diagnostics PrivateLimited (CDPL)
70.98%
Laboratory and radiologyservices (COCO andFOFO)*
126
32
Apollo Cradle and ChildrenHospital (Mumbai) PrivateLimited (ACCHL)
50.90%
Maternity and infant care -cradle hospitals
61
42
33
Apollo Spectra CentresPrivate Limited (ASCPL)
Specialized healthcareservices
2,936
(11)
34
Apollo Fertility CentrePrivate Limited (AFCPL)
Cradle and fertility centres
1,001
(78)
35
Apollo Dialysis PhilipinesInc (ADPI)
C. Pharmacy Distribution and Digital Health
Apollo Healthco Limited(AHL)
99.68%
Pharmacy distributionand healthcare servicesthrough Digital Platform
1,08,027
3,342
37
Apollo Healthtech Limited(AHTL)
Yet to commence itsoperations
38
Apollo 24|7 InsuranceServices Limited (Apollo24|7)
Step-down(Subsidiary toAHL)
Apollo 24|7 operates asa corporate agent forlife, general and healthinsurance.
55
(74)
39
Apollo Consumer ProductsLimited (ACPL)
FMCG and consumerproducts; yet tocommence operations
D Technology / Investments / Others
40
Health Axis Private Limited(HAPL)
69.99%
Remote access healthcareservices
161
(191)
41
Apollo Health Axis Inc(AHAI)
Step-down(Subsidiary toHAPL)
Future Parking Private Ltd(FPPL)
49.00%
Multi-level car parking,Nungambakkam, Chennai
45
(28)
43
Sapien Biosciences Pvt Ltd(SBPL)
70.00%
Bio-banking of tissues
(1)
44
Total Health (TH)
Registered Under Section8; company is engagedin CSR activities forcommunity / healthcare /rural development
*Company Owned and Operated | Franchise Owned and Operated
The following is a summary of sexual harassment complaints received and disposed off during the year:
S.No
Status of the complaints received anddisposed off
1.
Number of complaints on Sexual harassment received
2.
Number of Complaints disposed off during the year
37*
3.
Number of cases pending for more than ninety days
Not Applicable
4.
Number of workshops or awareness programme against sexualharassment carried out
The Company regularly conducts necessaryawareness programmes for its employees
5.
Nature of action taken by the employer or district officer
*During the quarter ended June, 2026, 2 complaints were disposed off, and no cases were pending for the financial year2025-2026.
MATERIAL SUBSIDIARY
Apollo Healthco Limited continues to be the materialsubsidiary of the Company, in terms of provisions ofRegulation 16(1 )(c) of the SEBI Listing Regulations andCompany's Policy on determining “Material Subsidiary”.Further details on the subsidiary monitoring framework havebeen provided as part of the Corporate Governance report.
INVESTMENTSAssam Hospitals Limited
During the year, the Company had acquired 1,441,690equity shares including a Preferential Allotment of 1,315,790shares of face value of ' 10/- each at a premium of ' 370per share of Assam Hospitals Limited for an aggregate sumof ' 547 million.
Apollo Healthtech Limited
During the year, the Company had acquired 450,000 equityshares of ' 2 each from the existing shareholders for atotal consideration of ' 0.9 million and consequent to theacquisition, Apollo Healthtech Limited became a whollyowned subsidiary of the Company.
Apollo Health and Lifestyle Limited (AHLL)
During the year, the Company had acquired 41,650,638equity shares from existing investors InternationalFinance Corporation, Washington (IFC) and IFC EAFApollo Investment Company (IFC EAF) for an aggregateconsideration of ' 12,540.68 million and the balance sharesheld by individual shareholders aggregating to 775,744equity shares for a total consideration of ' 186.95 million.
Consequent to the above, AHLL has become a whollyowned subsidiary of the Company
Apollo PET-CT Private Limited (PET-CT)
During the year, the Company had acquired 8,500,000equity shares from existing investor Parkway-Healthcare(Mauritius) Limited for a consideration of ' 85.00 million.Pursuant to the aforesaid acquisition, PET-CT has becomea Wholly Owned Subsidiary of the Company.
Asclepius Hospitals & Health Care Private Limited(AHHCPL)
During the year, the Company had invested an amount of' 143.00 million through the acquisition of 2,600,300 equityshares of ' 10 each from existing shareholders.
Kerala First Health Service Private Limited (KFHSPL)
During the year, the Company had invested an amount of' 200 million in Kerala First Health Services Private Limited(KFHSPL), by way of subscription of 20 million RedeemablePreference Shares.
Vajrala Lakshmi Energy Private Limited (VLPL)
During the year, the Company had invested an amount of' 2.60 million by way of subscription of 260,000 shares ofVLPL.
CORPORATE GOVERNANCE
The Company is committed to maintain the higheststandards of corporate governance and adhere to thecorporate governance requirements set out by SEBI.The report on corporate governance as required underthe Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015 (hereinafter Listing Regulations), forms an integralpart of this report as Annexure C. The requisite certificatefrom M/s. Lakshmmi Subramanian & Associates, PractisingCompany Secretaries confirming the compliance with theconditions of corporate governance is attached to thereport on Corporate Governance as Annexure D.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for theyear under review, as stipulated under Regulation 34 ofthe Listing Regulations is presented in a separate sectionforming part of the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT
As stipulated under the SEBI Listing Regulations, theBusiness Responsibility and Sustainability Report alongwith Reasonable Assurance Report on BRSR core formspart of this Annual Report. The report outlines the initiativestaken by the Company from an environmental, social andgovernance perspective and is part of the Annual Report.Further the Company had taken reasonable assuranceon BRSR core from a third-party Independent AssuranceProvider, TUV SUD South Asia Private Limited.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism forDirectors, Employees and other stakeholders to reporttheir genuine concerns, the details of which are given inthe Corporate Governance Report. The policy on VigilMechanism and Whistle Blower Policy has been posted onthe website of the Company https://www.apollohospitals.com/apollo_pdf/Whistle-Blower-Policy.pdf
PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS
The details of Loans, Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act,2013 are given in the notes to the Financial Statements.
FIXED DEPOSITS
During the year, your company did not accept any depositsor renew existing deposits from the public /members. Thetotal outstanding deposits with the Company as on March
31,2026 is Nil.
SEXUAL HARASSMENT POLICY
The Company has adopted a policy on prevention, prohibitionand redressal of sexual harassment at the workplace in linewith the provisions of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act,2013 and the rules framed thereunder. The Company hasconstituted an Internal Complaints Committee for providinga redressal mechanism pertaining to sexual harassment ofwomen employees at the work place.
DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMPS)Board Composition and Independent Directors
The Board consists of an Executive Chairman, threeExecutive Directors, one Non-Executive Director andfive Independent Directors. Independent Directors areappointed for a term of five years and are not liable to retireby rotation.
All Independent Directors have given their declarations thatthey meet the criteria of independence as laid down underSection 149(6) of the Companies Act, 2013 and Regulation16(1 )(b) of the SEBI Listing Regulations. The Board is ofthe opinion that the Independent Directors possess therequisite integrity, expertise and experience and fulfil theconditions specified under the Companies Act, 2013.
Lead Independent Director
Shri. MBN Rao, Independent Director and Chairman ofthe Audit Committee has been appointed as the LeadIndependent Director with effect from May 25, 2022. The
roles and responsibilities of the Lead Independent Directorare provided in the Corporate Governance Report formingpart of this Annual Report.
Retirement by Rotation
Pursuant to Section 152 of the Companies Act 2013, Smt.Sangita Reddy and Dr. Prathap C Reddy, Directors retire byrotation at the ensuing Annual General Meeting and beingeligible offers themselves for re-appointment. Based onthe outcome of the performance evaluation process andthe recommendation of the Nomination and RemunerationCommittee (“NRC”), the Board recommends their respectivereappointment. The notice convening the 45th AGM, to beheld on August 25, 2026 sets out the relevant details.
Re-appointment of Executive Chairman
Given the founder's instrumental role in ensuring theCompany's growth over the last four decades and especiallygiven this period of strategic transformation and movementacross all business verticals, which will bring the ecosystemtogether in a definitive way, the Board deems extending theExecutive Chairman's tenure for an additional two years asessential to ensure the Company navigates this transitionalperiod responsibly and conscientiously, delivering thepromised benefits to all its stakeholders. To this end, theBoard at its meeting held on May 20, 2026 and on therecommendation of the NRC, approved the re-appointmentof Dr. Prathap C Reddy as Executive Chairman for a furtherperiod of 2 years with effect from June 25, 2026 liable toretire by rotation subject to approval of the Members at the45th AGM.
Re-appointment of Independent Director
Pursuant to the provisions of the Companies Act, 2013(“Act”), the shareholders through postal ballot datedNovember 12, 2021 appointed Smt. Rama Bijapurkar as anIndependent Director to hold office for five (5) consecutiveyears for a term up to November 11, 2026. Smt. RamaBijapurkar is eligible for re-appointment for a second termof five consecutive years.
Pursuant to the provisions of the Act and based on therecommendation of the NRC, the Board recommends theapproval of the Members through Special Resolution atthe ensuing AGM of the Company for the re-appointmentof Smt. Rama Bijapurkar as an Independent Director for asecond term of five consecutive years commencing fromNovember 12, 2026.
Relevant details pertaining to the proposals, includingterms of re-appointment are provided as part of the Noticeconvening the 45th AGM.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the CompaniesAct, 2013, the Key Managerial Personnel of the Companyare Smt. Suneeta Reddy, Managing Director, Shri. KrishnanAkhileswaran, Chief Financial Officer and Shri.S.M.Krishnan,Sr. Vice President-Finance & Company Secretary andCompliance Officer as on March 31,2026. There has beenno change in the Key Managerial Personnel during the year.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 andin terms of Regulation 17(10) of the SEBI Listing Regulations,the Board has carried out an annual performance evaluationof its own performance, the directors individually as wellas the evaluation of the working of the Committees. Themanner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Board has, on the recommendation of the NRC,approved a policy for selection and appointment of Directors,Key Managerial Personnel and Senior ManagementPersonnel and their remuneration. The Nomination andRemuneration Policy is stated in the Corporate GovernanceReport.
MEETINGS OF THE BOARD
The Board met eight (8) times during the financial year,the details of which are given in the Corporate GovernanceReport. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act,2013 and SEBI Listing Regulations. The necessary quorumwas present for all the meetings.
RISK MANAGEMENT
The Board of Directors had constituted a Risk ManagementCommittee to identify elements of risk in different areas ofoperations and to develop a policy for actions associatedto mitigate the risks. The Committee on a timely basis
informed the members of the Board of Directors aboutrisk assessment and minimisation procedures and inthe opinion of the Committee there was no risk that maythreaten the existence of the Company. The details of theRisk Management Committee are included in the CorporateGovernance Report.
INTERNAL FINANCIAL CONTROLS AND THEIRADEQUACY
The Company has an Internal Control System,commensurate with the size, scale and complexity of itsoperations.
The scope and authority of the Internal Audit (IA) function isdefined in the Internal Audit Charter. To maintain its objectivityand independence, the Internal Audit function reports to theChairman of the Audit Committee of the Board. The detailsof the internal control system and its terms of reference areset out in the Management Discussion and Analysis Reportforming part of the Board's Report.
The Board of Directors has laid down internal financialcontrols to be followed by the Company and the policiesand procedures to be adopted by the Company for ensuringthe orderly and efficient conduct of its business, includingadherence to the Company’s policies, the safeguarding ofits assets, the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records,and the timely preparation of reliable financial information.The Audit Committee evaluates the internal financial controlsystems periodically.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS
There are no significant material orders passed by theRegulators / Courts which would impact the going concernstatus of the Company and its future operations.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, theBoard of Directors to the best of their knowledge herebystate and confirm:
a. that in the preparation of the annual financialstatements for the year ended March 31, 2026 theapplicable accounting standards have been followedalong with proper explanations relating to materialdepartures, if any;
b. that such accounting policies have been selected andapplied consistently and judgement and estimateshave been made that are reasonable and prudent soas to give a true and fair view of the state of affairs ofthe Company as at March 31,2026 and of the profit ofthe Company for the year ended on that date;
c. that proper and sufficient care has been taken forthe maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have beenprepared on a going concern basis;
e. that proper internal financial controls were in place andthat the financial controls were adequate and wereoperating effectively;
f. that systems to ensure compliance with the provisionsof all applicable laws were in place and were adequateand operating effectively.
SHARE CAPITAL
The authorised Share Capital of the Company as on March
31,2026 is ' 1,100 million and paid-up Equity Share Capitalas on March 31,2026 was ' 718.93 million.
During the year under review, the Company has not issuedshares with differential voting rights nor sweat equity.As of March 31, 2026, the details of shareholding in theCompany held by the Directors are set out in the CorporateGovernance Report forming part of the Board’s Report andnone of the directors hold convertible instruments of theCompany.
EMPLOYEE STOCK OPTION SCHEME
The Board of Directors of the Company, based on therecommendation of the Nomination and RemunerationCommittee, at their meeting held on August 03, 2024approved the employee stock option scheme namely‘Apollo Hospitals Enterprise Limited Employee StockOption Plan 2024’ (“APOLLO ESOP 2024”) to create andgrant upto 2,156,770 options (1.5% of the total paid upcapital) to the eligible employees upon such terms andconditions as applicable.
The shareholders at their meeting held on August 30, 2024approved the Apollo ESOP 2024. As on March 31, 2026,
the Company had granted 277,234 employee stock options(“Options”) and 103,950 Restricted Stock Units (“RSU”) inaccordance with the Plan to the identified employees ofthe Company (“Eligible Employees”) pursuant to approvalsof the Nomination and Remuneration Committee and theBoard
A certificate from the Secretarial Auditor confirming that theScheme has been implemented in line with Regulation 13of the SEBI (Share Based Employee Benefits and SweatEquity) Regulations, 2021, (SBEB Regulations) is providedin Annexure - H. The details required under Rule 12 (9)of Companies (Share Capital and Debentures) Rules, 2014and the disclosure required to be made under Regulation 14of SEBI SBEB Regulations, 2021 is available on the websiteof the Company at https://www.apollohospitals.com/sites/default/files/2026-07/disclosure_sbeb_2026.pdf.
CREDIT RATING
CRISIL has given the credit rating of CRISIL AA Positive forthe Company's long term bank credit facilities and CRISILA1 (Reaffirmed) for short term (working capital) facilities.India Rating has given a credit rating of IND AA /Positive/IND A1 for the Company's long term bank credit facilities.
The Company's term loan facilities were also assigned arating of ICRA AAA Stable by ICRA Limited and ICRA A1 for short term rating.
The details of the Credit Ratings are available on the websitewww.apollohospitals.com
CONTRACTS AND ARRANGEMENTS WITH RELATEDPARTIES
All contracts/arrangements/transactions entered by theCompany during the financial year with related parties werein the ordinary course of business and on an arm's lengthbasis and approved by the Audit Committee and the Board.In terms of the Act, there were no materially significantrelated party transactions entered into by your Companywith its Promoters, Directors, Key Managerial Personneland its wholly owned subsidiary companies, or otherdesignated persons, which may have a potential conflictwith the interest of your Company at large, except as statedin the Financial Statements.
Hence, the disclosure of the Related Party Transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2is not applicable to the Company for 2025-26.
The details of RPTs during the financial year, includingtransactions with person or entities belonging to thepromoter/ promoter group which hold(s) 10% or moreshareholding in the Company are provided in theaccompanying financial statements.
During the financial year, the Independent Directors of theCompany had no pecuniary relationship or transactionswith the Company other than sitting fees, commission andreimbursement of expenses, as applicable.
Your Directors draw the attention of the members to theNotes to the financial statements which sets out relatedparty disclosures.
The Policy on materiality of related party transactions anddealing with related party transactions as approved by theBoard may be accessed on the Company's website https://www.apollohospitals.com/sites/default/files/2026-04/rpt_policy_2026.pdf
PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES
Disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 is annexed to theReport as Annexure F.
Statement containing particulars of top 10 employees andparticulars of employees as required under Section 197 (12)of the Act read with Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 is provided as a separate Annexure formingpart of this report.
In terms of proviso to Section 136(1) of the Act, the Reportand Accounts are being sent to the Shareholders, excludingthe aforesaid Annexure. The said Statement is also open forinspection. Any member interested in obtaining a copy ofthe same may write to the Company Secretary.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In terms of the provisions of Section 1 35 of the Act readwith the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, the Board of Directors of the Companyhave constituted a Corporate Social Responsibility &Sustainability (“CSRS”) Committee. As part of its initiativesunder CSR, the Company has focused and undertakenprojects in the areas of Rural Development, Healthcare,
Education & Skill Development, Research in Healthcareand Medicine and Preservation and protection of nationalheritage, art and culture.
These projects are in accordance with Schedule VII ofthe Companies Act, 2013. The Report on CSR activitiesincluding summary of impact assessment report forthe financial year 2025-2026 is annexed herewith asAnnexure A.
The Company has in place a CSR Policy, which isavailable at https://www.apollohospitals.com/sites/default/files/2025-03/csr-policy_2025.pdf
STATUTORY AUDITORS
The Members at their 41st AGM held on August 25, 2022had approved the re-appointment of Deloitte Haskins &Sells LLP, Chartered Accountants (“Deloitte”) as statutoryauditors for the second and final term of five consecutiveyears, to hold office from the conclusion of 41st AGM till theconclusion of the 46th AGM to be held in the year 2027.
The Report given by M/s. Deloitte on the financial statementsof the Company for the year 2025- 26 is part of the AnnualReport. The Notes on the financial statements referred to inthe Auditor's Report are self-explanatory and do not call forany further comments.
The Auditors' Report on the financial statements of theCompany for the financial year ended March 31, 2026is unmodified i.e., it does not contain any qualification,reservation or adverse remark.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 readwith the Companies (Cost Records and Audit) AmendmentRules, 2014, the Board on the recommendation of the AuditCommittee, appointed M/s. A.N. Raman & Associates,Cost Accountants, Chennai (FRN 102111) to audit the costaccounts of the Company for the financial year 2026-2027on a remuneration of '1.65 million.
As required under the Companies Act, 2013, theremuneration payable to the cost auditor is required to beplaced before the Members in a general meeting for theirratification. Accordingly, a resolution seeking Member'sratification for the remuneration payable to M/s.A.N. Raman& Associates, Cost Accountants, Chennai (FRN102111) isincluded at Item no. 08 of the Notice convening the AnnualGeneral Meeting.
The Company has maintained cost records in accordancewith the provisions of the Companies Act, 2013 read withthe Companies (Cost Records and Audit) AmendmentRules, 2014 in respect of healthcare services.
SECRETARIAL AUDITORS
Shareholders at the 44th AGM appointed M/s. LakshmmiSubramanian & Associates, Practicing CompanySecretaries as the Secretarial Auditors for a period of fiveconsecutive years commencing from Financial Year 2025¬2026 to 2029-2030.
The Auditor has confirmed that they are not disqualifiedfrom continuing as the Secretarial Auditors of the Company.
The Company has obtained the necessary consent andeligibility confirmation from the Secretarial Auditor tocontinue as the Secretarial Auditor of the Company for thefinancial year 2026-27.
Secretarial Auditors Report
The Secretarial Audit Report for the financial year endedMarch 31,2026 is annexed herewith as Annexure B. TheSecretarial Audit Report does not contain any qualification,reservation or adverse remark.
Secretarial Audit of Unlisted Material Indian Subsidiary
The Company’s unlisted material subsidiary, Apollo HealthcoLimited (AHL) had also undergone Secretarial Audit in termsof Regulation 24A of the Listing Regulations and Circulars/Guidelines issued thereunder. The Secretarial Audit Reportof AHL in Form MR-3 for the financial year ended March 31,2026 is annexed herewith as Annexure B1. The SecretarialAudit Report also does not contain any qualification,reservation, or adverse remark.
BOARD’S RESPONSE ON AUDITOR’S QUALIFICATION,RESERVATION OR ADVERSE REMARKS ORDISCLAIMER MADE.
The Directors hereby confirm that there are no qualifications,reservations or adverse remark made by the statutoryauditors of the company or in the secretarial audit reportby the practicing company secretary and secretarialcompliance report for the year ended March 31,2026.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditorsnor the secretarial auditor have reported to the Audit
Committee, under Section 143 (12) of the CompaniesAct, 2013, any instances of fraud committed against theCompany by its officers or employees.
OTHER DISCLOSURES
a. During the year, the Company had complied with theapplicable, Secretarial Standards relating to “Meetingsof the Board of Directors” and “General Meetings”.
b. There are no proceedings initiated/pending againstyour Company under the Insolvency and BankruptcyCode, 2016 which materially impact the business ofthe Company.
c. There were no instances where your Companyrequired the valuation for one time settlement or whiletaking loans from the Banks or Financial Institutions.
d. During the year there has been no change in the natureof business of the Company.
PARTICULARS REGARDING CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO.
Information as required to be disclosed on conservationof energy, technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of TheCompanies (Accounts) Rules, 2014, is annexed herewithas Annexure G.
ANNUAL RETURN
In terms of Section 92(3) and 134(3)(a) of the CompaniesAct, 2013 and Rule 12 of the Companies (Managementand Administration) Rules, 2014, the Annual Return of theCompany is available on the website of the Company athttps://www.apollohospitals.com/sites/default/files/2026-07/ac389189313.06.2026_0.pdf.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciationof the contribution made by the employees at all levels,towards the continued growth and prosperity of yourCompany.
Your Directors also wish to place on record theirappreciation of business constituents, banks and otherfinancial institutions and shareholders of the Company fortheir continued support.
For and on behalf of the Board of DirectorsAPOLLO HOSPITALS ENTERPRISE LIMITED
Dr. Prathap C Reddy
Place : Chennai Executive Chairman
Date : May 20, 2026 DIN : 00003654