Artemis Medicare Services Ltd Directors Report

Dear Member(s),

Your Directors have pleasure in presenting the 20^th 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, 2024.

financial performance

The financial performance of the Company for the financial year ended March 31, 2024 is summarized below:

Particulars	Year ended		Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
	Standalone		Consolidated
Revenue from Operations	84,522.85	71,433.11	87,857.43	73,742.52
Other Income	728.61	713.36	735.39	733.90
Total Income	85,251.46	72,146.47	88,592.82	74,476.42
Earnings before Interest, Tax, Depreciation and Amortisation expenses (EBITDA)	13,566.43	10,091.68	14,005.59	10,128.69
Less: Finance costs	2,959.23	1,858.81	3,128.66	1,967.65
Less: Depreciation & amortisation expenses	3,803.19	2,946.57	4,031.65	3,100.44
Profit before tax	6,804.01	5,286.30	6,845.28	5,060.60
Tax Expense	1,889.41	1,317.80	1,930.81	1,259.49
Profit after tax	4,914.60	3,968.50	4,914.47	3,801.11
Other Comprehensive Income / (Loss)	(16.91)	91.91	(17.20)	92.10
Total Comprehensive Income	4,897.69	4,060.41	4,897.27	3,893.21

STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE

outlook

The standalone revenue from operations of your Company was R 84,522.85 lakh during the financial year (FY) 2023-24 as against R 71,433.11 lakh during the previous financial year EBITDA was R 13,566.43 lakh for FY 2023-24 as compared tc R 10,091.68 lakh during the previous financial year. The Nel Profit for the year under review was R 4,914.60 lakh for FY 202324 as against R 3,968.50 lakh during the previous financial year

The consolidated revenue from operations of your Company was R 87,857.43 lakh during FY 2023-24 as compared to R 73,742.52 lakh during the previous financial year. The consolidated EBITDA was R 14,005.59 lakh for FY 2023-24 as compared to R 10,128.69 lakh during the previous financial year. On consolidated basis your Company earned a Net Profit of R 4,914.47 lakh foi FY 2023-24 as against R 3,801.11 lakh during the previous financial year.

During the year under review, the Company has fully operationalised the remaining beds in the second tower and focussed on improving operational and financial metrics. The construction of the third tower is in the final stages and as per plan. The Company has attained new landmarks during the year under review, reaping the benefits of economies of scale anc improved operational efficiencies.

The Company has opened a new unit under the Artemis Lite brand in the fast developing New Gurugram area in June

2023. Further, the Company has inaugurated the first of the two hospitals in Mauritius, a ~80-bed facility under the brand of Artemis Curepipe Hospital, as part of the Operations and Management agreement. During the year under review, the Company has ramped up operations in the said facility and achieved a good start in its commencement year.

Your Directors are pleased to inform you that in the beginning of FY 2024-25, the Company has entered into definitive agreements to raise funds of R 330 Crores from International Finance Corporation ("IFC"). These funds will be deployed towards the growth of the Company in the quaternary care/ superspeciality hospital segment through brownfield/greenfield expansion. IFCs partnership aligns with the Companys vision and mission to create integrated world class healthcare systems and introducing cutting edge technologies to solve complex health issues for all sections of society. This funding will allow the Company to further expand its coverage in Delhi NCR and selected tier 2 and tier 3 cities.

Looking ahead, the Company aims to increase bed capacity, introduce advanced speciality services, and enhance patient care to bridge demand-supply gaps and bolster its presence in North India. Leveraging brownfield and greenfield opportunities, it aims to expedite growth and extend services to all sections of society in the coming years.

Further, the Company will continue to focus on clinical and non-clinical excellence, with innovative strategies and plans to expand its footprint, domestically and internationally.

dividend

Your Directors are pleased to recommend a final dividend of ^ 0.45 (45%) per Equity Share having face value of ^ 1/- each for FY 2023-24 for your approval. The dividend, if approved, shall be payable to the Members holding shares as on cut-off date i.e., July 5, 2024.

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/BackEndlmages/downloads/Investorsdata/amsl dividend-distribution-policv.pdf.

reserves

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

board of directors

a) Appointment/Re-appointment of Directors

Pursuant to Regulation 17(1D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and based on the recommendation of the Board of Directors and Nomination and Remuneration Committee, the Members of the Company at their Extraordinary General Meeting held on May 3, 2024 has fixed the tenure of Mr. Onkar Kanwar (DIN: 00058921) Chairman, as Non-Executive Director of the Company for a period of five years with effect from May 3, 2024 till May 2, 2029.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 ("the Act"), Mr. Neeraj Kanwar (DIN: 00058951), Director of the Company, who retired by rotation, was re-appointed by the Members of the Company at the Annual General Meeting ("AGM") held on August 1, 2023.

The Members of the Company at their AGM held on August 1, 2023 had re-appointed Mr. Sanjib Sen (DIN: 07088442) as an Independent Director of the Company, to hold office for a second term of 3 consecutive years with effect from August 3, 2023 to August 2, 2026.

Further, Ms. Shalini Kanwar Chand (DIN: 00015511), Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Your Directors recommends her re-appointment. She is not disqualified under Section 164(2) of the Act and not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

Brief resume of the Director retiring by rotation along with details as required under SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2), are provided in the Notice convening the AGM.

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.

b) Changes in Directors and Key Managerial Personnel

During the year under review and between the end of the financial year 2023-24 and the date of this report, apart from above mentioned appointment/ re-appointment/ continuation of Directors, there has been no changes in Directors/ Key Managerial Personnel of the Company.

c) Declaration by Independent Directors

In terms of Section 149(7) of the Act, 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 SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

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.

d) Formal Annual Evaluation

Pursuant to the provisions of the Act, 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, NRC and the Board of your Company have carried out the performance evaluation.

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 a 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.

e) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 12, 2024.

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

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

• Performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive 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.

f) Nomination & Remuneration Policy

A Nomination & Remuneration Policy was laid down by the Board, on the recommendation of the Nomination and Remuneration Committee, for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. 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/BackEndlmages/downloads/ Investorsdata/nomination-and-remuneration-policv.pdf.

g) 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 FY 2023-24. For further details, please refer the Corporate Governance 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

During the year under review, there was no change in the nature of business of your Company.

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 adequate system of internal financial controls to ensure 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. Such internal financial controls are supplemented by an extensive programme of Internal Audits, review by Management and documented policies, guidelines and procedures. These are designed to ensure that financial and

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other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets. Internal Financial Control 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 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, 2024, the Company has only one subsidiary i.e. Artemis Cardiac Care Private Limited (a joint venture with Philips Medical Systems Nederland BV). As on March 31, 2024, the Company has no associate company.

During the year under review, the Company had made an investment of ^ 331.50 lakh in the equity share capital of Artemis Cardiac Care Private Limited. 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, 2024, forming part of the Annual Report.

consolidated financial statements

As stipulated by Regulation 33 of 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.

As per the provisions of Section 129 of the Act, the Consolidated Financial Statements of the Company and its subsidiary are attached in 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, 2024 is also attached with the financial statements forming part of the Annual Report.

material subsidiaries

Your Company has no material subsidiary as per Regulation 16 of SEBI Listing Regulations.

deposits

During the year under review, the Company has not invited or accepted any deposits covered under Chapter V of the Act. Further, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2024.

statutory auditors and auditors report

Pursuant to provisions of Section 139 of the Act read with rules made thereunder, M/s. T R Chadha & Co. LLP, Chartered Accountants (FRN: 006711N/ N500028), were appointed as

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Statutory Auditors of the Company at the AGM held on July 20, 2021 for a period of 5 consecutive years, from the conclusion of 17^th AGM until the conclusion of the 22^nd AGM to be held in the year 2026.

The report given by M/s. T R Chadha & Co. LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY 2023-24 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.

During the year under review, the Auditors had not 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.

cost audit

There was no qualification, reservation or adverse remark or comment in the Cost Audit Report for FY 2022-23 as submitted by M/s. Chandra Wadhwa & Co., Cost Accountants, Cost Auditors of the Company.

The Board at its meeting held on May 5, 2023 had approved the re-appointment of M/s. Chandra Wadhwa & Co., Cost Accountants, as Cost Auditors of the Company for FY 2023-24.

Further, based on the recommendation of Audit Committee, the Board at its meeting held on May 10, 2024 has re-appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as Cost Auditors of the Company for FY 2024-25. The Company has received a letter from them to the effect that their re-appointment would be within the limits prescribed under Section 141(3)(g) of the Act and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Act. The remuneration to be paid to M/s. Chandra Wadhwa & Co. for FY 2024-25 is subject to ratification by the shareholders at the ensuing AGM.

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

secretarial auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Auditor, M/s. DMK Associates, Practicing Company Secretaries, has issued a Secretarial Audit Report for FY 2023-24. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and is annexed herewith as Annexure-I.

Further, the Board at its meeting held on May 10, 2024 has re-appointed M/s. DMK Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company to conduct Secretarial Audit for FY 2024-25. They have confirmed that they are eligible for the said appointment.

meetings of the board of directors

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 4 (Four) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of all Board/ Committee meetings held during FY 2023-24 are given in the Corporate Governance Report forming part of the Annual 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 posted 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 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, 2024, Authorized Share Capital of the Company was ^ 70,05,00,000/- (Rupees Seventy Crore and Five Lakh only) divided into 69,55,00,000 (Sixty Nine Crore Fifty Five Lakh) Equity Shares of face value of ^ 1/- each and 50,000 (Fifty Thousand) Preference Shares of face value of ^ 100/- each.

During the year under review, the Company has allotted 17,41,750 (Seventeen Lakh 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").

As on March 31, 2024, the issued, subscribed and paid-up Equity Share Capital of the Company was R 13,58,60,500/- (Rupees Thirteen Crore Fifty Eight Lakh Sixty Thousand and Five Hundred only) comprising of 13,58,60,500 (Thirteen Crore Fifty Eight Lakh Sixty Thousand and Five Hundred) Equity Shares of face value of ^ 1/- each.

V U ft I I E v I A L M T l? IVI

During the period between the end of the financial year and date of this report, the Company has allotted 10,55,340 (Ten Lakh Fifty Five Thousand Three Hundred and Forty) 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 R 13,69,15,840/- (Rupees Thirteen Crore Sixty Nine Lakh Fifteen Thousand Eight Hundred and Forty only) comprising of 13,69,15,840 (Thirteen Crore Sixty Nine Lakh Fifteen Thousand Eight Hundred and Forty only) Equity Shares of face value of R 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 Lakh 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 R 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

The Board at its meeting held on April 5, 2024 and Members of the Company at their Extra-ordinary General Meeting held on May 3, 2024 approved the issuance of 33,000 unsecured Compulsorily Convertible Debentures ("CCDs") of face value R 1,00,000/- each to International Finance Corporation for raising an amount aggregating to R 330,00,00,000/- (Rupees Three Hundred Thirty Crores only) in accordance with the applicable provisions of the Act and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The CCDs shall be convertible into equity shares of the Company having a face value of R 1/- each, in one or more tranches, within a period up to 18 months from the date of allotment of the CCDs, at a price of R 174.03/- per equity share, which includes a premium of R 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. Further, certain special rights were granted to International Finance Corporation in terms of Regulation 31B of SEBI Listing Regulations.

The above funding will help the Company to improve healthcare accessibility and quality by supporting its growth plans in bed capacity, introducing newer medical treatment specialities.

It aims to foster job creation and professional development in the medical field, driving a sector-wide shift towards more affordable and high-quality healthcare solutions.

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 R 1/- each. The Company has received approvals from stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited under 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 annexed as Annexure-II to this Report. Other applicable disclosures under the SEBI SBEB Regulations are available on the Companys website viz. https://www.artemishospitals. com/investors. 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 Secretarial Auditor of the Company shall be placed at the ensuing AGM for inspection by the Members.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Pursuant to the requirements under Section 134(3)(g) of the Act, details of loans, guarantees, securities provided or investments made as covered under the provisions of Section 186 of the Act, during the year under review, are given in the note no. 38 to the standalone financial statements forming part of the Annual Report.

related party transactions

All arrangements/ transactions/ contracts 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 had not entered into any arrangement/ transaction/ contract with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Suitable disclosures in relation to related party transactions 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 Transaction 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

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report.

The Managing Director of the Company has not received any remuneration or commission from Companys subsidiary during the year under review.

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 Annual General Meeting. 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 Complaint Committee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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, one case was filed and disposed off under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no pending complaint/ case at the beginning and as at the end of financial year 2023-24.

awards and recognitions

Your Company was honoured and recognised at various forums in its constant quest for growth and excellence. The prominent Awards are listed below for your reference:

> Award in the category of Best TAVI & Structural Heart Diseases Treatment Centre in India at Indias Most Trusted Brand of the year Awards 2024 in February, 2024.

> Award of Appreciation for excellence in Cancer Care by Smita Mishra Memorial Foundation for Cancer Research, Janakpuri, New Delhi in February, 2024.

> Diamond Status Award for First Hospital in Haryana in Stroke Treatment in 2023 by World Stroke Organisation in January, 2024.

> Global Healthcare Brand of the Year Awards -2023 for Best Stroke Treatment Centre in North India by My Brand Better in October, 2023.

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 a Risk Management Charter and 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 Policy on Corporate Social Responsibility ("CSR") as per the requirement of Section 135 of the Act. The Company has a CSR team, which exclusively works towards achievement of CSR goals of the organization. All the CSR activities are carried out by the Company directly or through CSR Registered Agencies and said CSR activities are closely monitored under the guidance of CSR Committee.

In the reporting year, the Company has undertaken various initiatives related to Wild Life Conservation focusing on conservation of natural resources, Green Belt Project for Environment Sustainability, Boondh for water conservation and Tuberculosis Nutrition and Awareness project for eliminating Tuberculosis.

Annual Report on CSR Activities undertaken during the year under review, pursuant to Section 134(3)(o) of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 including brief outline of Companys CSR Policy forms part of this Report as Annexure-III.

The CSR Policy of the Company is available on the website of the Company at https://www.artemishospitals.com/ BackEndImages/downloads/Investorsdata/corporate-social- resonsibilitypolicv.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 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 enclosed as Annexure-IV 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-2023-24.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 Auditor of the Company, regarding compliance of the conditions of corporate governance, as stipulated under Chapter IV of SEBI Listing Regulations form part of the Annual 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 of the Company to which the financial statements relate and the date of this 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, 2024, 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 applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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 acknowledge with gratitude the co-operation and assistance received from the Central Government, State Governments and all other Government agencies and encouragement they have extended to the Company. We also thank to the medical fraternity for their continued cooperation and trust reposed 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 place on record our appreciation for the contribution made by all employees towards the growth of your Company.

For and on behalf of the Board of Directors
	OnKar Kanwar
Place : Gurugram	Chairman
Date : May 10, 2024	DIN :00058921