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

Financial Position

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:

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:

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