Artemis Medicare Services Ltd Directors Report

Dear Member,

Your Directors have the pleasure in presenting the 21st Annual Report on the business and operations of Artemis Medicare Services Limited ("the Company"), together with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31, 2025 is summarised below:

	Year ended		Year ended
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
	Standalone		Consolidated
Revenue from operations	91,326.13	84,522.85	93,691.67	87,857.43
Other income	3,291.50	728.61	3,298.59	735.39
Total income	94,617.63	85,251.46	96,990.26	88,592.82
Earnings before Interest, Tax, Depreciation and Amortisation expenses (EBITDA)	18,275.52	13,566.43	18,477.55	14,005.59
Less: Finance costs	3,048.26	2,959.23	3,194.48	3,128.66
Less: Depreciation & amortisation expenses	4,301.80	3,803.19	4,516.49	4,031.65
Profit before tax	10,925.46	6,804.01	10,766.58	6,845.28
Less: Tax expense	2,579.68	1,889.41	2,548.96	1,930.81
Profit after tax	8,345.78	4,914.60	8,217.62	4,914.47
Other comprehensive income / (loss)	(8.40)	(16.91)	(9.84)	(17.20)
Total comprehensive income	8,337.38	4,897.69	8,207.78	4,897.27

STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE OUTLOOK

During the financial year ("FY") 2024-25, your Company delivered a robust performance. On a standalone basis, the Company reported a revenue from operations of Rs. 91,326.13 lacs in FY 2024-25, compared to Rs. 84,522.85 lacs in the previous financial year. EBITDA was at Rs. 18,275.52 lacs, as against Rs. 13,566.43 lacs during FY 2024-25. The Net Profit amounted to Rs. 8,345.78 lacs, compared to Rs. 4,914.60 lacs in the previous financial year.

On a consolidated basis, the Company reported revenue from operations of Rs. 93,691.67 lacs in FY 2024-25, compared to Rs. 87,857.43 lacs in the previous financial year. Consolidated EBITDA stood at Rs. 18,477.55 lacs versus Rs. 14,005.59 lacs in FY 2024-25. The Net Profit on a consolidated basis for the year under review was Rs. 8,217.62 lacs as compared to Rs. 4,914.47 lacs in the previous financial year.

During the year under review, the Company achieved a significant milestone with the inauguration of its third tower towards the end of Q2FY25. The facility will be operationalised in a phase- wise manner to meet growing patient demand driven by an expanding patient base. Operationally, the Company delivered its strongest performance to date, recording the highest- ever Average Revenue Per Occupied Bed (ARPOB) and strong EBITDA margins underscoring the benefits of scale, efficiency and a consistent focus on operational and financial excellence. The Company is strategically focusing on the consolidation and development of its asset-light centres, with an aim to drive them towards maturity and optimal efficiency.

To support its next growth phase, the Company has raised Rs. 330 Crores from International Finance Corporation (IFC) by issuing Compulsorily Convertible Debentures. This capital infusion will help strengthen our presence in the quaternary care and super-speciality care segment through expansion under brownfield and greenfield models across Delhi NCR and Tier 2 cities.

Furthering our strategic expansion, the Company has entered into a Long-Term Operations & Management and Medical Services Agreement for a 300+ bed super speciality hospital in Raipur, Chhattisgarh. This facility is expected to become operational in FY 2025-26 and will significantly enhance the Companys footprint in Central India.

Furthering our commitment to innovation in patient care, the Company has launched advanced technology-enabled physiotherapy services through a strategic partnership with Abhinav Bindra Targeting Performance (ABTP). This initiative is designed to deliver personalised, high-performance rehabilitation solutions, setting new benchmarks in physiotherapy and patient recovery outcomes. Additionally, we are replacing our Hospital Information System (HIS) with the latest technology in order to streamline workflows with real-time access to patient data, optimise data flow management, billing and analytics. Further, we have taken steps to improve the patient journey in the hospital and implemented a complaint and feedback mechanism. These initiatives will enhance operational efficiency, improve patient care, and support effective communication across all hospital functions.

The Company remains focused on driving sustainable growth through capacity expansion, enhanced clinical capabilities and continued brand consolidation. Concurrently, we are exploring the integration of Artificial Intelligence (AI) across clinical and operational domains to enhance diagnostic accuracy, improve treatment outcomes, boost efficiency and elevate patient engagement.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Re. 0.45 (45%) per Equity Share having face value of Re. 1/- each for FY 2024-25, for your approval. The dividend, if approved, shall be payable to the Members whose names appear in the Register of Members/ List of Beneficial Owners as on the record date i.e., July 11, 2025.

The Board has recommended the above final dividend based on the Companys Dividend Distribution Policy which is available on the website of the Company at https://www.artemishospitals. com/BackEndImages/downloads/Investorsdata/dividend- distribution-policv.pdf.

RESERVES

During the year under review, no amount was transferred to the reserves by the Company.

BOARD OF DIRECTORS

As on March 31, 2025, the Companys Board had 11 (Eleven) Directors comprising of 1 Executive Director, 4 Non-Executive Directors and 6 Independent Directors (including 2 Women Directors). The details of Directors and composition of various committees of the Board and other details are provided in Corporate Governance Report forming part of the Annual Report.

a) Changes in Directors and Key Managerial Personnel

During the year under review and between the end of the financial year and date of this report, following are the changes in Directors and Key Managerial Personnel of the Company:

(i) Members of the Company at their Extra-Ordinary General Meeting held on May 3, 2024 had approved the fixation of tenure of Mr. Onkar Kanwar (DIN: 00058921) Chairman, as Non-Executive Director of the Company for a period of 5 years with effect from May 3, 2024 till May 2, 2029.

(ii) Dr. Subbaraman Narayan (DIN: 00094081) and Dr. Sanjaya Baru (DIN: 05344208) have ceased to be Independent Directors of the Company with effect from the close of business hours on September 11, 2024 consequent to completion of their second term as Independent Directors.

(iii) Mr. Akshaykumar Narendrasinhji Chudasama (DIN: 00010630) and Ms. Pallavi Shardul Shroff (DIN: 00013580) were appointed as Independent Directors of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years with effect from September 12, 2024 to September 11, 2029, by the Members on September 9, 2024 through Postal Ballot.

(iv) Mr. Vinod Rai (DIN: 00041867) was appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years with effect from January 1, 2025 to December 31, 2029, by the Members on December 26, 2024 through Postal Ballot.

(v) The Board of Directors at their meeting held on November 14, 2024 and Members of the Company through Postal Ballot on December 26, 2024, approved the re-appointment of Dr. Devlina Chakravarty (DIN: 07107875), as Managing Director of the Company, liable to retire by rotation, for a period 5 years with effect from April 1, 2025 till March 31, 2030.

(vi) Dr. Nirmal Kumar Ganguly (DIN: 02316154) submitted his resignation as a Non-Executive Non-Independent Director of the Company with effect from the close of business hours on May 12, 2025 due to personal reasons.

(vii) The Board of Directors at their meeting held on May 12, 2025, approved the appointment of Mr. Sunam Sarkar (DIN: 00058859) as an Additional Director (NonExecutive Non-Independent) with effect from May 12, 2025, and also recommended his appointment as a Non-Executive Non-Independent Director, liable to retire by rotation, to the Members for their approval at the ensuing Annual General Meeting ("AGM").

Ms. Deepa Gopalan Wadhwa (DIN: 07862942) will complete her term of five years as an Independent Director of the Company on May 21, 2025.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise (including the proficiency) and hold highest standards of integrity.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 ("the Act"), Ms. Shalini Kanwar Chand (DIN: 00015511), Director of the Company, who retired by rotation, was re-appointed by the Members of the Company at the AGM held during the year under review. Further, Mr. Neeraj Kanwar (DIN: 00058951), Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment at the 21st AGM of the Company.

None of the aforesaid Directors are disqualified under Section 164(1) or 164(2) of the Act and are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

b) Declaration by Independent Directors

In terms with Section 149(7) of the Act read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Act and also Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors are registered on the Independent Directors Databank.

c) Formal Annual Evaluation

Pursuant to the provisions of the Act and applicable Regulations of the SEBI Listing Regulations, the Board is required to carry out annual evaluation of its own performance and that of its Committees and Individual Directors. The Nomination and Remuneration Committee ("NRC") of the Board also carries out evaluation of every Directors performance. Accordingly, the Board, Independent Directors and NRC of your Company have carried out the performance evaluation during the year under review.

For annual performance evaluation of the Board as a whole, its Committees and individual Directors including the Chairman of the Board, the Company has formulated questionnaire to assist in evaluation of the performance. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good.

On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

d) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 25, 2025.

The Independent Directors at the said meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors and the Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Director and NonExecutive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, laid down a Nomination & Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The Board, at its meeting held on May 12, 2025, amended the Nomination & Remuneration Policy to align it with the regulatory changes, particularly the amendments to the SEBI Listing Regulations, and to enhance consistency, ensure better clarity in overall framework for nomination, evaluation, and remuneration of Directors, Key Managerial Personnel and Senior Management. The extract of the Nomination & Remuneration Policy covering the salient features are provided in the Corporate Governance Report forming part of the Annual Report.

The Nomination & Remuneration Policy of the Company is available on the website of the Company at https:// www.artemishospitals.com/BackEndImages/downloads/ Investorsdata/amsl-nomination-and-remuneration-policy. pdf.

f) Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel. All Directors and Senior Management Personnel had affirmed that they have complied with the provisions of the said code during the financial year ended March 31, 2025. For further details, please refer the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in the Annual Report, no material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

INTERNAL FINANCIAL CONTROLS

Internal Financial Control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations, ensuring that all the assets are safeguarded and protected against loss from unauthorized use or disposition, and that the transactions are authorized, recorded and reported correctly. These controls are supported by Internal Audits, Management reviews and documented policies, guidelines and procedures. These controls are designed to ensure that the financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets. Internal Financial Controls of the Company are adequate with reference to the Financial Statements and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

As on March 31, 2025, your Company has only one Subsidiary i.e. Artemis Cardiac Care Private Limited (a joint venture with Philips Medical Systems Nederland BV), which operates and manages multiple cardiac centres with interventional & diagnostics cardiology and critical care capability. Further, your Company has no associate company.

The contribution of Subsidiary to the overall performance of the Company is outlined in note no. 42(b) of the Consolidated Financial Statements for the financial year ended March 31, 2025, forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Section 129 of the Act and Regulation 33 of the SEBI Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors Report, form part of the Annual Report.

The Company shall place separate audited financial statements of its subsidiary company on its website at https://www. artemishospitals.com/investors.

A statement in Form AOC-1 containing the salient features of the financial statements of the Companys subsidiary/ joint venture for the financial year ended March 31, 2025 is also attached with the financial statements forming part of the Annual Report.

MATERIAL SUBSIDIARIES

Your Company has no material subsidiary in accordance with Regulation 16 of the SEBI Listing Regulations.

DEPOSITS

During the year under review, the Company did not accept deposits covered under Chapter V of the Act. Further, no amount of principal or interest on deposits was outstanding as on March 31, 2025.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. T R Chadha & Co LLP, Chartered Accountants (FRN: 006711N/N500028), were appointed as Statutory Auditors of the Company for a period of 5 consecutive years, from conclusion of the 17th AGM until the conclusion of the 22nd AGM, at the AGM held on July 20, 2021.

The report given by M/s. T R Chadha & Co LLP, Chartered Accountants, Statutory Auditors on the financial statements of the Company for FY 2024-25 forms part of the Annual Report. The comments on statement of accounts referred to in the Auditors Report are self-explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

There was no qualification, reservation or adverse remark or observation/suggestion in the Cost Audit Report for FY 2023-24 as submitted by M/s. Chandra Wadhwa & Co., Cost Accountants, Cost Auditors of the Company.

The Board at its meeting held on May 10, 2024, appointed M/s. Chandra Wadhwa & Co., Cost Accountants, to carry out the audit of cost records of the Company for FY 2024-25.

Further, based on the recommendation of Audit Committee, M/s. Chandra Wadhwa & Co., Cost Accountants, being eligible, have also been appointed by the Board at its meeting held on May 12, 2025 as Cost Auditors to audit the cost records of the Company for FY 2025-26. The Company has received a letter from them to the effect that their appointment would be within the limits prescribed under Section 141(3)(g) of the Act and that they are not disqualified for such appointment within the meaning of Section 141 of the Act. The remuneration to be paid to M/s. Chandra Wadhwa & Co. for FY 2025-26 is subject to ratification by the Members at the ensuing AGM.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Act are made and maintained by the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Auditors, M/s. DMK Associates, Practicing Company Secretaries, has issued a Secretarial Audit Report for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and is annexed herewith as Annexure-I.

Further, pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Board of Directors at its meeting held on May 12, 2025, subject to the approval of the Members of the Company at the ensuing AGM, have approved the appointment of M/s. DMK Associates, Practicing Company Secretaries (Firm Registration Number: P2006DE003100), as the Secretarial Auditors of the Company to undertake the Secretarial Audit for a term of five consecutive years i.e. from FY 2025-26 to FY 2029-30.

A consent letter and an eligibility certificate have been received from M/s. DMK Associates, consenting to act as the Secretarial Auditors of the Company and confirming their eligibility for appointment in accordance with the provisions of Section 204 of the Act read with rule made thereunder and Regulation 24A of the SEBI Listing Regulations.

Reporting of fraud by the Auditors

During the year under review, none of the Auditors of the Company had reported any matter under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 5 (Five) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of all Board/ Committee meetings held during FY 2024-25 are given in the Corporate Governance Report.

AUDIT COMMITTEE

The details of the Audit Committee including its composition and terms of reference are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Board, during the year under review, had accepted all recommendations made to it by the Audit Committee.

VIGIL MECHANISM

The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behaviour, actual or suspected fraud or violation of Companys code of conduct. The details of the policy are provided in the Corporate Governance Report and also available on the website of the Company at https://www.artemishospitals.com/ BackEndImages/downloads/Investorsdata/whistle-blower- policv.pdf.

COMMITTEES OF BOARD

Pursuant to the requirements under the Act and the SEBI Listing Regulations, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Business Responsibility & Sustainability Committee and Risk Management Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

SHARE CAPITAL

As on March 31, 2025, the Authorized Share Capital of the Company was Rs. 70,05,00,000/- (Rupees Seventy Crore and Five Lacs only) divided into 69,55,00,000 (Sixty Nine Crore and Fifty Five Lacs) Equity Shares of face value of Re. 1/- each and 50,000 (Fifty Thousand) Preference Shares of face value of Rs. 100/- each.

As on March 31, 2025, the issued, subscribed and paid-up Equity Share Capital of the Company was Rs. 13,76,02,250/- (Rupees Thirteen Crore Seventy Six Lacs Two Thousand Two Hundred and Fifty only) comprising of 13,76,02,250 (Thirteen Crore Seventy Six Lacs Two Thousand Two Hundred and Fifty) Equity Shares of face value of Re. 1/- each.

During the year under review, the Company has allotted 17,41,750 (Seventeen Lacs Forty One Thousand Seven Hundred and Fifty) equity shares pursuant to exercise of stock options under Artemis Medicare Management Stock Option Plan - 2021 ("the Plan").

Further, during the period between the end of the financial year and date of this report, the Company has allotted 13,30,000 equity shares pursuant to exercise of stock options under the Plan. Consequently, as on date of this report, the issued, subscribed and paid-up Equity Share Capital of the Company is Rs. 13,89,32,250/- (Rupees Thirteen Crore Eighty Nine Lacs Thirty Two Thousand Two Hundred and Fifty only) comprising of 13,89,32,250 (Thirteen Crore Eighty Nine Lacs Thirty Two Thousand Two Hundred and Fifty ) Equity Shares of face value of Re. 1/- each.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of sweat equity shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

During the year under review, 17,41,750 (Seventeen Lacs Forty One Thousand Seven Hundred and Fifty) stock options were vested and upon exercise converted into equal number of equity shares of face value of Re. 1/- each fully paid-up.

d. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

DEBENTURES

As on March 31, 2025, the Company has 33,000 outstanding unsecured Compulsorily Convertible Debentures ("CCDs") of face value Rs. 1,00,000/- each held by International Finance Corporation. The CCDs shall be convertible into equity shares of the Company having a face value of Re. 1/- each, in one or more tranches, within a period up to 18 months (i.e. on or before November 15, 2025) from the date of allotment of the CCDs, at a price of Rs. 174.03 per equity share, which includes a premium of Rs. 173.03 per equity share, such that the total number of equity shares to be issued pursuant to conversion of all CCDs shall not exceed 1,89,62,247 equity shares.

ESOP SCHEME

Pursuant to approval accorded by the Board and Members of the Company on February 4, 2021 and March 14, 2021, respectively, Artemis Medicare Management Stock Option Plan-2021 ("the Plan") was introduced to issue and allot equity shares to the eligible employee of the Company.

The total number of stock options granted pursuant to the Plan was 69,67,000 which shall be convertible into equal number of equity shares of face value of Re. 1/- each. The Company has received approvals from stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited under the SEBI Listing Regulations for the listing of the equity shares issued pursuant to the Plan.

In terms of the provisions of Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SEBI SBEB Regulations"), the required disclosure is available on the website of the Company at https:// www.artemishospitals.com/BackEndImages/downloads/

Investorsdata/esop-disclosure-under-regulation-14- fv-2024-25.pdf. The Plan has been implemented in accordance with the SEBI SBEB Regulations and the resolution passed by the Members of the Company. The certificate in this regard from the Secretarial Auditors of the Company shall be placed at the ensuing AGM for inspection by the Members.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not given any loan or provided any guarantee, or made any investment covered under the provisions of Section 186 of the Act.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions/ entered by the Company during the year under review with related parties were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Act. During the year under review, the Company did not enter into any contracts/ arrangement/ transaction with related parties which could be considered material in accordance with the Related Party Transactions policy of the Company.

Suitable disclosures as required by the Indian Accounting Standards have been made in the note no. 31 to the Standalone Financial Statements forming part of the Annual Report. The Related Party Transactions policy is available on the Companys website at https://www.artemishospitals.com/BackEndImages/ downloads/Investorsdata/related-partv-transaction-policv.pdf.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report.

During the year under review, Dr. Devlina Chakravarty, Managing Director, did not receive any remuneration or commission from the Companys subsidiary.

Particulars of employees as required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the Report and financial statements are being sent to the Members of the Company excluding information on employees particulars which is available for inspection by the Members at the Registered Office/Corporate Office of the Company during the business hours on all working days (except Saturdays and Sundays) of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining such information, he/she may write to the Company Secretary at the Corporate Office of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a policy for prevention of sexual harassment of its employees at workplace and the Company has complied with the provisions relating to the constitution of Internal Complaints Committee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company conducts, from time to time, the awareness sessions on prevention of sexual harassment at workplace for its employees.

During the year under review, no complaint or case was received or filed under the POSH Act. There were no pending complaints or cases at the beginning or at the end of the FY 2024-25.

For further details, please refer the Corporate Governance Report.

AWARDS AND RECOGNITIONS

Your Company was honoured and recognised at various prestigious forums for its continuous pursuit of growth and excellence. The prominent awards received are listed below:

> Healing Club Healers Awards 2024, in recognition of exceptional social services, awarded in August, 2024.

> Artemis Lite Multi Speciality Care Centre was awarded South Delhis Rising Healthcare Brand for Best Multi Speciality Care Centre in South Delhi for 2024, in June, 2024.

> Dainik Jagran Health Icon Award 2024 for Excellence in Oncology & Cancer Treatments received in September, 2024.

> AHA Institutional Awards 2024 for Excellence in Community Outreach received during the 10th Safe and Sustainable Hospitals (SASH) India Event 2024, in December, 2024.

> Awarded for Promoting Community Well-Being and Supporting Humanity by Income Tax Department, Delhi, in February, 2025.

> Awarded for Excellence in Oncology Gynecology by The Institute of Company Secretaries of India, Gurugram Chapter of NIRC of the ICSI, in March, 2025.

RISK MANAGEMENT

The Company has adequate risk assessment and management process to identify and notify the Audit Committee and the Board about the risks or opportunities that could have an adverse impact on the Companys operations or that could be exploited to maximize the gains. The Company has constituted a Risk Management Committee ("RMC") of the Board. The RMC has formulated a Risk Management Policy that is intended to ensure that an effective Risk Management framework is established and implemented within the Company. The Companys approach to address business risks is comprehensive and the RMC periodically reviews such risks and a framework for controls and reporting mechanism of such risks is in place.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a well-defined Corporate Social Responsibility ("CSR") policy as per the requirement of Section 135 of the Act. The Company has a dedicated CSR team, that works exclusively towards achieving the CSR goals of the organization. All CSR activities are carried out either directly by the Company or through registered CSR agencies and these activities are closely monitored under the guidance of the CSR Committee.

During the year under review, the Company continued to work on its core thematic initiatives such are environment sustainability, rainwater harvesting, fight against tuberculosis, and conservation of natural resources. These initiatives aims to promote greenery by tree plantation, horticulture and landscaping of the urban green space; make Gurugram a Zero Rain-Water Outflow City; eliminate the Burden of Tuberculosis in Haryana; and meet the demand of electricity through renewal energy by harnessing sunlight into electricity and reducing dependence on fossil fuel-based power sources.

The Annual Report on CSR Activities for FY 2024-25, pursuant to requirements of Section 134(3)(o) of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this Report as Annexure-II.

The CSR Policy of the Company is available on the website of the Company at https://www.artemishospitals.com/ BackEndImages/downloads/Investorsdata/corporate-social- resonsibilitvpolicv.pdf.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The SEBI Listing Regulations, as amended from time to time, has mandated the top 1000 Listed Companies by market capitalisation to include Business Responsibility and Sustainability Report ("BRS Report") in their Annual Report.

Accordingly, a BRS Report, describing the initiatives taken by the Company from an environment, social and governance perspective, forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in Annexure-III to this Report.

ANNUAL RETURN

As per Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) of the Act has been placed on the website of the Company i.e. www.artemishospitals.com under the Investors Section (Refer link https://www.artemishospitals. com/BackEndImages/downloads/Investorsdata/annual-return- fy-2024-25.pdf).

CORPORATE GOVERNANCE REPORT

At Artemis, we hold ourselves to the high standards of corporate governance, recognizing its pivotal role in fostering trust, integrity, and accountability within our organization. Our philosophy revolves around ethical leadership, board independence, and transparent communication. Upholding patient safety and quality care as our utmost priorities, we prioritize compliance with regulations and continuous improvement in our governance practices. Through a culture of responsibility and adaptability, we are committed to ensuring that our actions align with our mission of enhancing healthcare outcomes and improving lives, thereby earning the confidence of our stakeholders and contributing positively to the healthcare community.

The compliance report on corporate governance and a certificate on corporate governance received from M/s. DMK Associates, Practicing Company Secretaries, Secretarial Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under Schedule V of the SEBI Listing Regulations form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit and loss of the Company for that period;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

SECRETARIAL STANDARDS

During the year under review, your Company had complied with all the applicable Secretarial Standards.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

STATUTORY DISCLOSURES

Neither any application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 nor any settlement has been done with banks or financial institutions, during the year under review.

ACKNOWLEDGEMENT

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as optimum utilization of the Companys resources for sustainable and profitable growth.

Your Directors extend sincere gratitude to the Central Government, State Governments and all other Government agencies for their continued co-operation, assistance and encouragement. We also wish to express our appreciation to the medical fraternity for their continued co-operation and unwavering trust in the Company. We wish to place on record our appreciation to business partners, members, bankers and other stakeholders for their continued support during the year. We also place on record our appreciation to all employees for their hard work, dedication, and contributions to the growth of the Company.

For and on behalf of the Board of Directors
	Onkar Kanwar
Place: London	Chairman
Date : May 12, 2025	DIN:00058921