Aster DM Healthcare Ltd 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, 2024.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results

(INR in crores except per share data)

Particulars	Standalone		Consolidated
	2024	2023	2024	2023
Revenue from operations	2,036.50	1,533.74	3,698.90	2,994.05
Other income	49.02	49.77	24.85	36.90
Total income	2,085.52	1,583.51	3,723.75	3,030.94
Total expenditure	1,876.17	1,401.18	3,451.22	2,824.27
Profit/(loss) before exceptional items and tax	209.35	182.33	272.53	206.68
Exceptional item	-	-	-	-
Profit before tax	209.35	182.33	272.53	206.68
Share of net profit/ (loss) of equity accounted investees	-	-	(11.34)	(11.22)
Profit/(loss) before tax	209.35	182.33	261.19	195.49
Less: Tax expense	52.39	9 .04	56.51	35.87
Profit for the year from continuing operations	-	-	204.68	159.59
Profit for the year from discontinued operations	-	-	6.88	315.90
Profit for the year	156.96	173.29	211.56	475.49
Other comprehensive income/(loss), net of taxes	(0.64)	0 .41	46.42	198.95
Total comprehensive income/ (loss)	156.32	173.70	257.98	674.44
Profit attributable to
Owners of the company	156.96	173.29	129.28	424.91
Non-controlling interest	-	-	82.28	50.58
Total	156.96	173.29	211.56	475.49
Total comprehensive income attributable to
Owners of the company	156.32	173.70	171.89	598.82
Non-controlling interest	-	-	86.09	75.62
Total	156.96	173.70	257.98	674.44
Earnings per share
Continuing operations (INR)
Basic	-	-	3.60	2.80
Diluted	-	-	3.60	2.80
Discontinuing operations (INR)
Basic	-	-	(1.00)	5.74
Diluted	-	-	(1.00)	5.73
Continuing & Discontinued operations (INR)
Basic	3.15	3 .48	2.60	8.54
Diluted	3.15	3 .48	2.60	8.53

Financial position

Particulars	Standalone		Consolidated
	2024	2023	2024	2023
Cash and cash equivalents	27.72	24.38	82.23	378.53
Trade receivables	127.55	111.33	233.35	2,336.31
Other current assets	1,614.57	179.17	249.43	2,206.72
Assets classified as held for sale	-	-	13,600.29	-
Total current assets	1,769.84	314.88	14,165.30	4,921.56
Property, plant and equipment (including capital work in progress)	995.78	807.66	2,442.15	4,883.64
Goodwill	-	-	264.12	1,159.67
Other intangible assets (including Intangible asset under development)	2.09	2.90	31.38	368.08
Other non-current assets	1,770.02	2,976.63	1,088.36	3,548.25
Total non-current assets	2,767.89	3,787.19	3,826.01	9,959.64
Total Assets	4,537.73	4,102.07	17,991.31	14,881.20
Non-current liabilities	779.69	565.85	1,672.94	5,365.46
Liabilities directly associated with assets classified as held for sale	-	-	10,417.02	-
Current liabilities	463.80	405.66	871.24	4,655.28
Total current and non-current liabilities	1,243.49	971.51	12,961.20	10,020.74
Equity	499.52	499.52	499.52	499.52
Other equity	2,794.72	2,631.04	4,060.27	3,948.55
Non-controlling interest	-	-	470.32	412.39
Total equity	3,294.24	3,130.56	5,030.11	4,860.46
Total equity and liabilities	4,537.73	4,102.07	17,991.31	14,881.20

Performance OverView

During the year under review, the Company reported, on a Consolidated basis, a total income from operations of INR 3,723.75 crores as compared to INR 3,030.94 crores in the previous year. Of the total revenues from operations for financial year 2024, our hospital segment accounted for INR 3,515.89 crores, our clinic segment accounted for INR 35.59 crores, our Retail pharmacy segment including opticals accounted for INR 144.49 crores and the/our other segment accounted for INR 2.96 crores. The Company reported, on a standalone basis, a total income from operations of INR 2,036.50 crores as compared to INR 1,533.74 crores in the previous year.

Our strategies for the financial year 2024-25 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

Your Directors are pleased to recommend a final dividend of Rs. 2/- per Equity Share of the face value Rs. 10/- each, for the year ended March 31, 2024. The Board recommended dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the year. The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") scheduled to be held on August 29, 2024. If approved, cash outflow on account of final dividend is INR 99.90 Crores.

The record date to determine the eligibility of Shareholders to receive the dividend for the financial year ended March 31,2024 is August 22, 2024. According to the Finance Act, 2020, dividend

income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Companys website on https://www.asterdmhealthcare.in/fileadmin/user upload/ Final DDP to upload on website.pdf

4. SHARE CAPITAL

The share capital of the Company as on March 31, 2024 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. SEGREGATION OF GULF CORPORATION COUNCIL BUSINESS

Pursuant to the recommendation of the Audit Committee and the Board of Directors at their meetings held on November 28, 2023, Shareholders approved the sale by Affinity Holdings Private Limited, a wholly-owned subsidiary of the Company, of its entire ownership of the shares in entities conducting business in the GCC region, including Aster DM Healthcare FZC,

i.e., a material subsidiary of the Company, on January 22, 2024 to Alpha GCC Holdings Limited.

The Company has concluded the segregation of the GCC business through the sale by Affinity Holdings Pvt Ltd, on April 03, 2024, for a cash consideration of USD 907.6 Million

and declared a Large special dividend for financial year 202425 of INR118/- per share on April 12, 2024 aggregating to INR 5,894 Crores (approximately) on account of the receipt of proceeds from the sale of the GCC and distributed 80% of the consideration.

7. LOANS, GUARANTEES 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 75 subsidiaries and 10 associate companies. As on March 31,2024, the Company has 79 subsidiaries and 9 associate Companies. There has been no material change in the nature of the business of the subsidiaries.

Lunettes (House of Quality Optics) LLC, Aster Shared Services Centre Private Limited, Aasraya Healthcare LLP and Skin III Ltd have become subsidiaries 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. in/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. Shareholders approved the sale by Affinity Holdings Private Limited, a wholly owned subsidiary of the Company, of its entire ownership of the shares in entities conducting business in the GCC region, including Aster DM Healthcare FZC, i.e., a material subsidiary of the Company, on January 22, 2024, to Alpha GCC Holdings Limited a material related party transaction.

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

Appointment

• Ms. Purana Housdurgamvijaya Deepti (DIN: 08125456) was appointed as Non-Executive Independent Director of the Company effective from March 27, 2023 till the conclusion of 18^th 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.

Re-appointments

• In accordance with Articles of Association, Mr. Thadathil Joseph Wilson (DIN: 02135108) 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 16^th 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 Non-Executive Independent Director of the Company for a second term with effect from April 11, 2023 till the conclusion of 18^th 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 Non-Executive Independent Director of the Company for a second term with effect from June 23, 2023 till the conclusion of 19^th 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 the 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 re- appoint 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 had 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 the Company received the approval from Central Government on June 16, 2023.

Resignations

• Mr. Sridar Arvamudhan Iyengar (DIN: 00278512) 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.

• Mr. Anoop Moopen (DIN: 02301362) resigned from the position of Non-Executive Director of the Company due to personal commitments with effect from August 14, 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 August 14, 2023.

• Mr. Wayne Earl Keathley (DIN: 09331921) resigned from the position of Non-Executive Independent Director of the Company due to personal reasons with effect from April 03, 2024. 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 April 03, 2024.

• Mr. Daniel Robert Mintz (DIN: 00960928) resigned from the position of Non-Executive Director of the Company due to personal reasons with effect from April 03, 2024. 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 April 03, 2024.

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. Amitabh Johri and Mr. Sunil Kumar M R were appointed as Joint Chief Financial Officers and Key Managerial Personnel of the Company with effect

from May 25, 2023.

2. Mr. Amitabh Johri resigned as Joint Chief Financial Officer with effect from April 25, 2024, and Mr. Sunil Kumar M R, has assumed the role of Chief Financial Officer and Key Managerial Personnel of the Company.

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 form 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 2023-24. 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, confidentiality , engagement level and participation at the Board / Committee meetings were some of the criterions based on which the performance evaluation was conducted. Further, the evaluation of Management was conducted based on the factors such as timeliness in the flow of information, transparency and quality of information provided to the Board for decision making and adoption of suggestions provided by the Board.

The Independent Directors at their meeting held on May 17, 2024, reviewed the performance of the Non-Independent Directors, Committees of the Board, the Board as a whole and Chairman based on the evaluation of other Directors. The NRC at their meeting held on May 17, 2024 reviewed the outcome of the evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received 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 are of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the 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 ("MCA").

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.in/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 12 times during the financial year viz May 25, 2023; June 7, 2023; July 05, 2023; July 21,2023; August 14, 2023; September 18, 2023; November 14, 2023; November 28, 2023; December 22, 2023; January 15, 2024; February 08, 2024, and March 25, 2024. 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 2022-23 was held on August 31, 2023, 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.

During FY 2023-24, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1 and SS- 2") relating to Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

18. PARTICULARS OF EMPLOYEES

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2023-24 was in accordance with the NRC Policy of the Company. 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, 4,03,319 shares were transferred from the ESOP Trust to the eligible employees under the Companys prevailing ESOP Plan. As on March 31, 2024, the ESOP Trust held 17,40,067 (0.35%) 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.in/investors/stock-exchange-disclosures/ esop-disclosure. There have been no material changes in the Employee Stock Option Scheme during the financial year 2023-24.

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 the 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.in/ fileadmin/user upload/Aster Whistle Blowing Policy .pdf

The Company, as a policy, condemns any kind of discrimination, harassment, victimization, or any other unfair employment practice being adopted against whistle blowers and provides adequate safeguard measures. It also provides 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 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.in/fileadmin/ user upload/Risk Management Policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY

The Company has a well-defined policy on Corporate Social Responsibility 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 of the foundation, as it is registered under Ministry of Corporate Affairs.

The CSR Policy of the Company is available on the website of the Company at https:/www.asterdmhealthcare.in/fileadmin/ user upload/CSR Policy 01.pdf. Details on Corporate Social Responsibility activities undertaken during the year is provided in Annexure 5 forming part of this report.

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 12^th AGM till the conclusion of the 17^th AGM.

11. 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 2023-24, 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 appointed M/s. S Sandeep & Associates, Practicing Company Secretaries [Firm registration number: S2010TN133300 as Secretarial Auditor of the Company for the financial year 2024-25, 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 2023-24.

The Board of Directors, on the recommendation of the Audit Committee, have reappointed M/s. Jitender, Navneet & Co, Cost Accountants as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2024-25 at a remuneration of INR 2,25,000/- (Rupees two lakhs and twenty-five thousand only) excluding all applicable taxes and out-of-pocket expenses plus out of pocket expenses & taxes as applicable, if any, in connection with the cost audit.

The Board of Directors of the Company recommends the ratification of remuneration of M/s. Jitender, Navneet & Co, Cost Accountants for financial year 2024-25 at the ensuing Annual General Meeting. The Notice of 16^th 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 2023-24 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, 2024.

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 2023-24 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, 2024.

Pursuant 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 2023-24 is annexed as Annexure 6A 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 2023-24 is available on Companys website at https://www.asterdmhealthcare.in/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 OF CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY

There are no agreements impacting management or control of the Company or imposing any restriction or creating any liability upon the Company in the financial year 2023-24.

31. 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 4 cases reported (standalone basis) on sexual harassment and all cases were disposed of.

32. 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.

33. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the Regulation 34 (3) of the SEBI Listing Regulations and Schedule V

(B) to the said regulation forms part of the Annual report.

34. CORPORATE GOVERNANCE

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

35. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

In terms of SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023 and as per the Regulation 34 (2) (f) of the Listing Regulations, the Business Responsibility and Sustainability Report for the year under review is annexed as Annexure 9 to this report.

36. 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 records their appreciation for 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 including officials thereat from time to time.

	For and on behalf of the Board of Directors
	Dr. Azad Moopen
Date : May 28, 2024	Chairman and Managing Director
Place : Dubai	DIN: 00159403