aster dm health Directors report

Dear Members,

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

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results

(INR in crores except per share data)

Particulars	Standalone		Consolidated
	2023	2022	2023	2022
Revenue from operations	1,533.74	1,116.47	11,932.88	10,253.28
Other income	49.77	82.20	78.25	50.66
Total income	1,583.51	1,198.67	12,011.13	10,303.94
Total expenditure	1,401.18	1,108.71	11,477.27	9,667.63
Profit/(loss) before exceptional items and tax	182.33	89.96	533.86	636.31
Exceptional item	-	-	-	-
Profit before tax	182.33	89.96	533.86	636.31
Share of net profit/ (loss) of equity accounted investees	-	-	1.22	0.54
Profit/(loss) before tax /(benefit)	182.33	89.96	535.08	636.85
Less: Tax expense	9 .04	(0.22)	59.59	35.80
Profit for the year	173.29	90.18	475.49	601.05
Other comprehensive income/(loss), net of taxes	0 .41	0.46	198.95	93.45
Total comprehensive income/ (loss)	173.70	90.64	674.44	694.50
Profit attributable to Owners of the company	173.29	90.18	424.91	525.99
Non-controlling interest	-	-	50.58	75.06
Total	173.29	90.18	475.49	601.05
Total comprehensive income attributable to
Owners of the company	173.70	90.64	598.82	608.65
Non-controlling interest	-	-	75.62	85.85
Total	173.70	90.64	674.44	694.50
Earnings per share
Basic	3 .48	1.81	8.54	10.58
Diluted	3 .48	1.81	8.53	10.57

Financial position

Particulars	Standalone		Consolidated
	2023	2022	2023	2022
Cash and cash equivalents	24.38	18.27	378.53	343.37
Trade receivables	111.33	61.55	2,336.31	2,020.52
Other current assets	179.17	119.96	2206.72	1,732.57
Total current assets	314.88	199.78	4,921.56	4,096.46
Property, plant and equipment (including capital work in progress)	807.66	782.51	4,883.64	4,335.55
Goodwill	-	-	1,159.67	1,087.91
Other intangible assets (including Intangible asset under development)	2.90	2.15	368.08	278.09
Other non-current assets	2,976.63	2,777.56	3,548.25	2,748.23
Total non-current assets	3,787.19	3,562.22	9,959.64	8,449.78
Total Assets	4,102.07	3,762.00	14,881.20	12,546.24
Non-current liabilities	565.85	463.95	5,365.46	4,505.04
Current liabilities	405.66	342.84	4,655.28	3,558.58
Total current and non-current liabilities	971.51	806.79	10,020.74	8063.62
Equity	499.52	499.52	499.52	499.52
Other equity	2,631.04	2,455.69	3,948.55	3,453.89
Non-controlling interest	-	-	412.39	529.21
Total equity	3,130.56	2,955.21	4,860.46	4,482.62
Total equity and liabilities	4,102.07	3,762.00	14,881.20	12,546.24

Performance Overview

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

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

2. TRANSFER TO RESERVES

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

3. DIVIDEND

The Company continues to look at growth prospects through new investment opportunities. The past years of the pandemic has presented healthcare companies across the world with many challenges, and it is imperative that the Company looks at available options for organic as well as inorganic growth. The key objective of the Company is to achieve a consistent sustainable growth over the years to come and consolidate the Companys position. Keeping in view the growth strategy of the Company, the Board of Directors have decided to plough back the profits and thus do not recommend any dividend for the financial year under review. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Companys website on https://www.asterdmhealthcare.com/fileadmin/user_upload/ Dividend_Distribution_Policy.pdf

4. SHARE CAPITAL

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

5. PUBLIC DEPOSITS

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

6. CORPORATE RESTRUCTURING

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

7. LOANS, GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure relating to loans/ advances given, guarantees provided and investments made are provided as part of the financial statements.

8. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company along with its subsidiaries are engaged in the business of setting up hospitals, clinics and pharmacies in India and GCC. At the beginning of the year your Company had 73 subsidiaries and 8 associate companies. As on March 31, 2023, the Company has 75 subsidiaries and 9 associate companies. Aster Pharmacies Group LLC a material subsidiary of Aster DM Healthcare Limited has incorporated Joint Venture, Aster Arabia Trading Company LLC, a limited liability Company in Riyadh, Kingdom of Saudi Arabia on March 09, 2023. There has been no material change in the nature of the business of the subsidiaries. Adiran IB Healthcare Private Limited, Komali Fertility Centre Ongole LLP, Cantown Infra Developers LLP and Zest Wellness Pharmacy LLC, have become subsidiaries of the Company and Skin III Ltd has become associate of the Company during the year under review. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys subsidiaries/associates in Form AOC-1 is annexed as Annexure 1 to this report.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a policy on dealing with related party transactions, which is also available on the Companys website at https://www.asterdmhealthcare.com/ fileadmin/user_upload/Policy_on_dealing_with_Related_ party_transactions_09.pdf .The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature and /or entered in the ordinary course of business. No material related party transactions were entered into by the Company during the year. A statement giving details of all related party transactions entered pursuant to the omnibus approval so obtained is placed before the Audit Committee for their review on a quarterly basis. Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as Annexure 2 to this report.

10. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments

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

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

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

Re-appointments

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

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

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

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

Retirements

• Prof.BijuVarkkey(DIN:01298281),retiredasanIndependent Director of the Company from the Board of Directors of the Company on completion of his two terms with effect from the close of the business hours on November 11, 2022.

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

Resignation

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

Key Managerial Personnel

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

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

Notes:

1. Mr. Sreenath Pocha Reddy resigned as Group Chief Financial Officer and Key Managerial Personnel of the Company with effect from January 05, 2023.

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

12. COMMITTEES OF DIRECTORS

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

13. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations the evaluation of Board of Directors was conducted for the financial year 2022-23. The evaluation was conducted by engaging an external independent firm having the requisite expertise in this field. An online questionnaire method was adopted for evaluation based on the criteria formulated by the members of the Nomination and Remuneration Committee ("NRC"). The evaluation was made to assess the performance of individual Directors, Committees of the Board, Board as a whole and the Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence of judgement, integrity and confidentiality were the criterion based on which the performance evaluation was conducted.

Further, the evaluation of Management was conducted based on the factors such as timeliness in the flow of information, transparency and quality of information provided to the Board for decision making and adoption of suggestions provided by the Board etc. The Independent Directors at their meeting held on May 23, 2023, reviewed the performance of the Non-Independent Directors, Committees of the Board, the Board as a whole and Chairman based on the evaluation of other Directors. The NRC at their meeting reviewed the outcome of the evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTORS

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

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

15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013, is available on the website of the Company at https://www.asterdmhealthcare.com/fileadmin/ user_upload/Policy_on_Nomination_Remuneration_and_ Evaluation.pdf .

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

16. BOARD MEETINGS AND ANNUAL GENERAL MEETING

The Board of Directors met 7 times during the financial year viz May 24, 2022; June 10, 2022; August 11, 2022; November 10, 2022; December 02, 2022; February 14, 2023 and March 27, 2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing

Regulations. Detailed information regarding the meetings of the Board and Committees of the Board is included in the report on Corporate Governance. The Annual General Meeting for the financial year 2021-22 was held on August 25, 2022, through Video Conferencing (‘VC)/ Other Audio-Visual Means (‘OAVM).

17. SECRETARIAL STANDARDS

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

18. PARTICULARS OF EMPLOYEES

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

19. EMPLOYEE STOCK OPTION SCHEME

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

During the year, 1,50,717 shares were transferred from the ESOP Trust to the eligible employees under the Companys prevailing ESOP Plan. As on March 31, 2023, the ESOP Trust held 21,43,386 (0.43%) equity shares of the Company.

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

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

20. INTERNAL CONTROL SYSTEMS

The Management has laid down internal financial controls to be followed by the Company. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The internal control system is commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

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

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an in-house internal audit function and by KPMG India Private Limited, external firm. The Audit Committee of the Board oversees the internal audit function. The Audit Committee is regularly apprised by the internal auditors through various reports and presentations. The scope and authority of the internal audit function is derived from the audit charter approved by the Audit Committee. The internal audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The internal audit function provides assurance to the Board that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

21. VIGIL MECHANISM

The Company believes in conducting its affairs in a transparent manner and adopts highest standards of professionalism and ethical behaviour. Integrity is one of the key values of the Company that it strictly abides by. Keeping that in view the Company has established a vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics. The Whistle Blower Policy is available on the website of the Company at https://www.asterdmhealthcare.com/fileadmin/ user_upload/Whistle_Blowing_Policy_Aug22_01.pdf The Company, as a policy, condemns any kind of discrimination, harassment, victimization, or any other unfair employment practice being adopted against whistle blowers and provides adequate safeguard measures. It also provides a direct access to the Chairman of the Audit Committee to raise concerns.

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

22. RISK MANAGEMENT POLICY

Risk is the effect of uncertainty on an expected result and every business is exposed to it. The ability to effectively identify and manage risk is a vital element of business success for all parts of the Companys business. During the period under review, the Company has strategized to handle the risks by: - carrying out risk identification sessions for the Board, Senior Management, and other staff members; - defining, analysing and prioritizing various kinds of risks; - giving frequent training and support to the risk owners, employees, and others as appropriate; and - commencing the standardization and digitalization of risk reporting, planning risk management activities, and reviewing the risks periodically. In order to bring in further accountability, transparency and expertise in the risk management, the Company has commenced periodic reporting to the Risk Management Committee. The Risk Management Committee oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks being faced by the Company.

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

1. Information and Data Security risk

2. People risk

3. Legal and Compliance risk

4. Financial risk

5. Business Continuity and Resilience risk

6. Clinical and Patient Health and Safety risk

7. Reputational risk

8. Strategic, Transformation and Innovation risk

9. Competition and Market share risk and

10. Vendor and Supply Chain management risk

The Risk management policy is available on the website of the Company at https://www.asterdmhealthcare.com/fileadmin/ user_upload/Risk_Management_Policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY

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

The CSR Policy of the Company is available on the website of the Company at https://www.asterdmhealthcare.com/fileadmin/ user_upload/CSR_Policy_01.pdf. Details on Corporate Social Responsibility activities undertaken during the year is provided in Annexure 5 forming part of this report.

24. AUDITORS i. Statutory Auditors

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

ii. Secretarial Auditor

M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] were appointed as Secretarial Auditor of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Board of Directors, on the recommendation of the Audit Committee, have re-appointed M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] as Secretarial Auditor of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

iii. Cost Auditor

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

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

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

25. AUDIT REPORT

i. Statutory Audit Report

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

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

ii. Secretarial Audit Report

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

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

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

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

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

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

27. ANNUAL RETURN

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

28. SIGNIFICANT AND MATERIAL ORDERS

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

29. BUSINESS OF THE COMPANY

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

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure 7 to this report.

32. MANAGEMENT DISCUSSION AND ANALYSIS

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

33. CORPORATE GOVERNANCE

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

34. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

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

35. ACKNOWLEDGEMENT

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

	For and on behalf of the Board of Directors
	Dr. Azad Moopen
Date : May 25, 2023	Chairman and Managing Director
Place : Bengaluru	DIN: 00159403