Aster DM Quality Care Ltd Directors Report

Dear Members,

Your Directors hereby present the Eighteenth Boards Report of Aster DM Quality Care Limited (the Company or Aster) together with the Audited Financial Statements (Consolidated and Standalone) and the Auditors Report on the business and operations of your Company for the financial year ended 31 March 2026.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results

(INR in crores except per share data)

	Standalone		Consolidated
Particulars	FY 2026	FY 2025	FY 2026	FY 2025
Revenue from operations	2,615.70	2,320.48	4,643.22	4,138.46
Other income	155.03	5,738.67	125.60	148.23
Total income	2,770.73	8,059.15	4,768.82	4,286.69
Total expenses	2,306.61	2,094.05	4,129.42	3,746.58
Profit before exceptional items and tax	464.12	5,965.10	639.40	540.11
Exceptional items	(89.92)	323.15	(32.71)	(50.14)
Profit before tax	374.20	6,288.25	606.69	489.97
Share of net profit/ (loss) of equity accounted investees	-	-	(37.00)	(18.91)
Profit before tax	374.20	6,288.25	569.69	471.06
Less: Tax expenses	106.38	79.28	142.59	134.37
Profit for the year from continuing operations	-	-	427.10	336.69
Profit for the year from discontinued operations	-	-	-	5,071.20
Profit for the year	267.82	6,208.97	427.10	5,407.89
Other comprehensive income/(loss), net of taxes	(0.16)	(1.03)	0.36	(2.11)
Total comprehensive income for the year	267.66	6,207.94	427.46	5,405.78
Profit attributable to Owners of the company	267.82	6,207.94	388.14	5,377.83
Non-controlling interest	-	-	38.96	30.06
Total	267.82	6,207.94	427.10	5,407.89
Total comprehensive income attributable to Owners of the company	267.66	6,207.94	388.52	5,375.79
Non-controlling interest	-	-	38.94	29.99
Total	267.66	6,207.94	427.46	5,405.78
Earnings per share
Continuing operations (J)
Basic	-	-	7.53	6.16
Diluted	-	-	7.52	6.15
Discontinuing operations (J)
Basic	-	-	-	101.82
Diluted	-	-	-	101.70
Continuing & Discontinued operations (J)
Basic	5.20	124.67	7.53	107.98
Diluted	5.19	124.52	7.52	107.85

Financial position

	Standalone		Consolidated
Particulars
	FY 2026	FY 2025	FY 2026	FY 2025
Cash and cash equivalents	119.44	119.84	228.07	164.59
Trade receivables	178.94	138.13	307.23	257.81
Other current assets	1,212.25	1,353.65	1,412.49	1,479.07
Total current assets	1,510.63	1,611.62	1,947.79	1,901.47
Property, plant and equipment (including capital work in progress)	1,211.47	1,076.61	3,031.33	2,663.28
Goodwill	-	-	264.12	264.12

 

		(INR in crores except per share data)
	Standalone		Consolidated
Particulars
	FY 2026	FY 2025	FY 2026	FY 2025
Other intangible assets (including Intangible asset under development)	2.08	1.25	26.27	30.32
Other non-current assets	3,615.86	2,275.28	2,842.45	1,747.19
Total non-current assets	4,829.41	3,353.14	6,164.17	4,704.91
Total Assets	6,340.04	4,964.76	8,111.96	6,606.38
Non-current liabilities	1,342.61	1,204.39	2,299.10	2,075.72
Current liabilities	631.21	420.88	979.16	879.21
Total current and non-current liabilities	1,973.82	1,625.27	3,278.26	2,954.93
Equity share capital	518.13	499.52	518.13	499.52
Other equity	3,848.09	2,839.97	4,057.73	2,928.55
Non-controlling interest	-	-	257.84	223.38
Total equity	4,366.22	3,339.49	4,833.70	3,651.45
Total equity and liabilities	6,340.04	4,964.76	8,111.96	6,606.38

Note: The above figures are extracted from the audited standalone and consolidated financial statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind AS").

The profitability for FY 2025-26 reflects the Companys continuing healthcare operations. The previous financial year included exceptional and one-time items relating to sale of GCC business. Details of exceptional items are provided in Note 43 to the consolidated financial statements.

2. COMPANYS PERFORMANCE

During the financial year under review, the Company reported revenue from operations of INR 2,615.70 crores on a standalone basis, as compared to INR 2,320.48 crores in the previous financial year.

During the financial year under review, the Company reported revenue from operations of INR 4,643.22 crores on a consolidated basis, as compared to INR 4138.46 crores in the previous financial year. Out of the total consolidated revenue from operations for the financial year 2025-26, the Hospitals and Clinics segment accounted for INR 4,506.39 crores, the Labs segment accounted for INR 153.50 crores, the Wholesale Pharmacy segment accounted for INR 108.32 crores, and other segment(s) accounted for INR 14.79 crores.

The detailed operational performance of the Company and its various business segments is comprehensively discussed in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

3. DIVIDEND

During FY 2025-26, the Board declared an interim dividend of INR 3/- per equity share of face value INR 10/- each. The Board has not recommended any final dividend for FY 2025-26. The total dividend outflow during the year amounted to INR 155.43 crore.

	FY 2026		FY 2025
	Rate of Dividend per		Rate of Dividend per
Particulars	Dividend payout*		Dividend payout*
	equity share (Face value of J 10/- each)	( J crore)	equity share (Face value of J 10/- each)	(J crore)
Special Dividend	-	-	118	5,894.25
Interim Dividend	3	155.43	4	199.80
Final Dividend	-	-	1	51.81

*The dividend payout provided is the gross amount before deduction of tax at source by the Company.

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.asterqualitycare.com/ investors/corporate-governance/policies

4. UNCLAIMED DIVIDEND ON SHARES

As at March 31, 2026, unclaimed dividend amounting to INR 42,98,144.12/- which has not been claimed by shareholders of the Company and is lying in the respective Unpaid Dividend Accounts of the Company.

Your Company has disclosed the statement containing the names and last known addresses of those shareholders whose dividend is unpaid on the Companys website at https://www.asterqualitycare.com/investors Membersarerequestedtoclaimdividend(s)whichhaveremained unclaimed, by sending a request to the Company at e-mail: cs@asterqualitycare.com or to the Companys Registrar to an Issue and Share Transfer Agent (RTA) at e-mail coimbatore@ in.mpms.mufg.com or to their postal address MUFG Intime India Private Limited, Surya 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore - 641028.

5. TRANSFER TO RESERVES

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

6. MERGER UPDATE

During the year under review, a significant milestone was achieved with the successful completion of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 (the "Scheme") amongst Quality Care India Limited ("QCIL"), Aster DM Healthcare Limited ("the Company"), and their respective shareholders and creditors.

Pursuant to the orders of the Honble National Company Law Tribunal ("NCLT"), Hyderabad Bench, the shareholders and creditors of both companies approved the Scheme at their respective meetings held on 10 March 2026. Subsequently, the NCLT sanctioned the Scheme vide its order dated 19 June 2026. The Scheme became effective on 1 July 2026, marking the culmination of a transformative transaction that brought together two leading healthcare providers to create one of Indias largest integrated healthcare platforms.

Consequent to the Scheme and pursuant to the Certificate of Incorporation issued by the Ministry of Corporate Affairs ("MCA") on 3 July 2026, the name of the Company was changed from Aster DM Healthcare Limited to Aster DM Quality Care Limited, reflecting the combined identity of the merged entity. In accordance with the share exchange ratio prescribed under the Scheme, the Company allotted 35,35,51,410 equity shares of INR 10 each on 13 July 2026 to the eligible shareholders of QCIL as on the Record Date, being 9 July 2026. Further, in accordance with the provisions of the Scheme, the net proceeds arising from the sale of fractional entitlements, resulting from the allotment of equity shares pursuant to the merger, shall be distributed to the eligible shareholders of QCIL in due course.

7. SHARE CAPITAL

During the year under review, there was no change in authorised share capital of the Company. However, pursuant to implementation of Scheme effective from 1 July 2026, the Authorised Share Capital of the Company is INR 1,051,70,00,000/- (Indian Rupees One Thousand and Fifty One Crores and Seventy Lakhs only) divided into 98,20,00,000 (ninety eight crores and twenty lakhs) equity shares of the face value of INR 10/- (Indian Rupees Ten only) each, 35,00,000 (thirty five lakh) Preference Shares of INR 10/- (Indian Rupees Ten Only) each and 1,52,00,000 (one crore and fifty two lakhs) Series A compulsorily convertible preference shares of the face value of INR 10/- (Indian Rupees Ten only) each and 5,10,00,000 (five crores ten lakhs) RAR compulsorily convertible preference shares of the face value of INR 10/- (Indian Rupees Ten only) each.

The paid-up share capital of the Company as on 31 March, 2026, stands at INR 518.12 crores consisting of 51,81,21,029 equity shares of face value of INR 10/- each. During the year under review, the paid-up equity share capital of your Company increased from INR 499,51,30,600 to INR 5,18,12,10,290 consequent to the allotment of 1,86,07,969 equity shares of face value of INR 10/- on preferential basis for consideration other than cash to BCP Asia II Topco IV Pte. Ltd. ("BCP"), and Centella Mauritius Holdings Limited ("TPG") (collectively referred to as the "Allottees"), pursuant to special resolution passed by the members of the Company through postal ballot on December 29, 2024, and pursuant to the Share Acquisition Agreement dated November 29, 2024 ("SAA"). The said consideration was discharged by the way of acquisition of 1,90,46,028 equity shares of QCIL ("Purchase Shares") from the allottees at a price of INR 445.87/- per equity share which were subsequently cancelled upon effectiveness of the Scheme. The Company received trading approval for the above-mentioned shares of the Company from the NSE and the BSE on May 29, 2025. Except as above, there has been no change in paid-up share capital of the Company during the year under review.

8. DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Details of loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements provided in this Integrated Annual Report.

10. SUBSIDIARIES / JOINT VENTURES AND ASSOCIATES

During the year under review, the Company and its subsidiaries continued to be engaged in the business of establishing and operating hospitals, clinics and pharmacies in India. At the beginning of the year, the Company had 20 subsidiaries, including step-down subsidiaries, and 4 associates. As at March 31, 2026, the Company had 22 subsidiaries and 4 associates, with no significant change in the nature of their business activities. During the year, Aster DM Super-Specialty Hospital (Sarjapur) Private Limited and Aster DM Super Specialty Hospital Private Limited (formerly known as Aster DM Super Specialty Hospital (Yeswanthpur) Private Limited were incorporated as wholly-owned subsidiaries of the Company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiaries and associates in Form AOC-1 is annexed as Annexure 1 to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at https://www.asterqualitycare.com/ investors/financial-information

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, all contracts, arrangements and transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. The Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Companys policy on dealing with related party transactions. Accordingly, the disclosure of related party transactions in AOC-2 is not applicable to the Company for the year under review. Detailed disclosure on related party transactions as per IND AS- 24 have been provided under Note No. 36 of Standalone Financial Statements.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As at 31 March 2026, the Board consisted of Ten Directors and maintained an optimum mix of Executive and Non-Executive Directors, including Three Women Directors. Eight Directors were Non-Executive, of whom Five were Independent Directors. The Boards composition reflects the Companys commitment to high standards of corporate governance and diversity, providing an appropriate balance of skills, experience, independence and perspectives necessary for effective oversight and long-term value creation.

The Company has received declarations from Independent Directors, confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations and that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act, and are not disqualified from continuing as Independent Directors. In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, and experience, and fulfil the conditions specified under the Act and the Listing Regulations. During the year under review, the Independent Directors of your Company had no pecuniary relationship or transactions with your Company, other than sitting fee, commission and reimbursement of expenses, if any.

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

In accordance with the provisions of Section 152(6) of the Act, read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. T J Wilson (DIN: 02135108) is liable to retire by rotation at the forthcoming AGM of the Company scheduled to be held on September 28, 2026 and being eligible has offered himself for re-appointment. A resolution seeking Members approval for his re-appointment along with other required details forms part of the Notice of the AGM.

Changes in the Board as on March 31, 2026

1. Mr. Anoop Moopen (DIN: 02301362) resigned from the position of Non-Executive Director of the Company with effect from November 06, 2025.

2. Mr. Emmanuel David Gootam (DIN: 09771151) ceased to be an Independent Director of the Company upon completion of his tenure. The Board expresses its gratitude for their valuable contributions and guidance during their association with the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel as on March 31, 2026:

S. No Name of the Key Managerial Personnel	Designation
1 Dr. Azad Moopen1&2	Chairman and Managing
	Director
2 Ms. Alisha Moopen2	Deputy Managing Director
3 Mr. Sunil Kumar M R	Chief Financial Officer
4 Mr. Hemish Purushottam	Company Secretary and
	Compliance Officer

1 Dr. Azad Moopen ceased to be the Managing Director of the Company with effect from April 14, 2026, upon completion of his tenure. Subsequently, he was appointed as an Executive Director of the Company with effect from April 15, 2026, pursuant to the approval of the shareholders by way of a Special Resolution passed through postal ballot on April 12, 2026.

2 Dr. Azad Moopen and Ms. Alisha Moopen ceased to be a Key Managerial Personnel of the Company with effect from 1 July 2026 under Section 203 of the Act, while they continue to be Directors of the Company.

Changes in the Directors and Key Managerial Personnel after 31 March 2026 till date of this report

Dr. Azad Moopens tenure as a Managing Director concluded on April 14, 2026, consequent to which the shareholders of the Company vide a special resolution passed through postal ballot, on April 12, 2026, approved the appointment of Dr. Azad as a

Whole-time Director designated as an Executive Chairman for a period from April 15, 2026 to May 28, 2028.

Consequent to the Scheme of Amalgamation between Quality Care India Limited ("QCIL") and the Company becoming effective on 1 July 2026, the following changes were made to the composition of the Board:

Appointment of Directors subject to approval of shareholders through postal ballot:

1. Mr. Varun Khanna (DIN:03584124) was appointed as Managing Director & Group Chief Executive Officer (Key Managerial Personnel) of the Company.

2. Mr. Neeraj Jain (DIN: 00348591), Mr. Kewal Handa (DIN: 00056826) and Mr. V K Mathews (DIN: 00049414), were appointed as Independent Directors of the Company.

3. Ms. Ayshwarya Vikram (DIN: 08153649) and Mr. Ganesh Mani (DIN: 08385423) were appointed as Non-Executive Directors of the Company.

Cessation of Directors:

1. Mr. Maniedath Madhavan Nambiar (DIN: 01122411) and Mr. C. J. George (DIN: 00003132), resigned as Independent Directors of the Company.

2. Dr. Zeba Azad Moopen (DIN: 03604401) and Mr. Shamsudheen Bin Mohideen Mammu Haji (DIN: 02007279) resigned as Non-Executive Directors of the Company.

The Board extended its deepest appreciation and gratitude for their exemplary guidance, unwavering support, and valuable contributions during their respective tenures with the Company.

13. Audit Committee

During the year under review, Mr. Emmanuel David Gootam ceased to be a Member of the Audit Committee with effect from 9 November 2025, consequent to completion of his tenure as an Independent Director of the Company.

As at 31 March 2026, the Audit Committee comprised of Mr. James Mathew (Chairman), Ms. Alisha Moopen and Mr. Sunil Theckath Vasudevan (Members).

Following the effectiveness of the Scheme of Amalgamation on 1 July 2026, the Audit Committee was reconstituted to align with the governance framework of the merged entity. Accordingly, the Committee comprises Dr. James Mathew as Chairman and Ms. Alisha Moopen, Mr. Sunil Theckath Vasudevan, Ms. Ayshwarya Vikram, Mr. Neeraj Jain and Mr. Kewal Handa as Members with effect from 1 July 2026.

The powers, roles and responsibilities of the Audit Committee are set out in the Corporate Governance Report, which forms an integral part of this Report. All recommendations made by the Audit Committee during the year under review were duly considered and accepted by the Board of Directors.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the annual performance evaluation of the Board, its Committees, Individual Directors, the Chairman and the Management for FY 2025-26 was undertaken through an external independent professional firm specializing in board evaluations and corporate governance assessments. The evaluation was carried out through a structured questionnaire-based process based on criteria approved by the Nomination and Remuneration Committee, covering, inter alia, Board composition, governance effectiveness, strategic oversight, risk management, quality of deliberations, leadership, participation and overall contribution.

The Independent Directors, at their separate meeting, reviewed the performance of the Non-Independent Directors, the Chairman, the Board and its Committees in accordance with applicable provisions of the Act and Listing Regulations. The Nomination and Remuneration Committee reviewed the evaluation outcome and submitted its recommendations to the Board.

Based on the evaluation, the Board expressed satisfaction with the performance and effectiveness of the Board, its Committees, Individual Directors and the Management, while reaffirming its commitment to continuously strengthen governance standards and adopt best practices. Further details on the performance evaluation process are provided in the Corporate Governance Report forming part of this Annual Report.

15. BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and Listing regulations are available at the website of the Company at https://www.asterqualitycare. com/investors/corporate-governance/policies

Policy on Nomination, Remuneration and Evaluation

The Board has adopted a policy on Nomination, Remuneration and Evaluation of the Board of Directors and Senior Management ("NRC Policy"). The NRC Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act.

Structured Framework: Establishes clear guidelines for the appointment, reappointment, removal, and succession planning of Directors, KMPs, and Senior Management.

Merit & Diversity Focus: Emphasizes merit-based selection with due consideration for board diversity, including gender, skills, and experience.

Performance-Linked Remuneration: Defines a balanced remuneration structure combining fixed pay, performance incentives, and long-term benefits aligned with industry benchmarks.

Board Evaluation: Outlines annual performance evaluation of the Board, its committees, and individual directors, influencing continuation and reappointment decisions.

Independent Oversight: Ensures independent directors meet separately to review board performance and information flow, maintaining governance standards.

Board Diversity: The Company recognises Board diversity as a key element of effective governance and sustainable growth. The Nomination and Remuneration Committee considers diversity, including skills, experience, gender, independence and background, while recommending Board appointments based on merit and objective criteria. The Company ensures compliance with applicable regulatory requirements, including the appointment of at least one Woman Independent Director. Policy on Board diversity forms part of the NRC Policy We affirm that the remuneration paid to the Directors is in accordance with the terms set out in the Companys NRC Policy.

16. MEETINGS OF THE BOARD AND ITS COMMITTEES

During FY 2025-26, 9 (Nine) meetings of the Board of Directors were held, and the details of meetings of the Board Committees held during the financial year 2025-2026 along with information relating to attendance of each director/committee member is provided in the Corporate Governance Report, which forms part of this Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two Board meetings did not exceed 120 days as prescribed under the Act.

17. SECRETARIAL STANDARDS

Your Company is in compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) in terms of the Act.

18. PARTICULARS OF EMPLOYEES

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2025-26 was in accordance with the NRC Policy of the Company. Disclosures 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 prescribed format and appended as Annexure 2 to this Report. As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees forms part of this report. However, in terms of the first proviso to Section 136(1) of the Act, Annual Report excluding the aforesaid information, is being sent to Shareholders of the Company and others entitled thereto. Any member interested in obtaining a copy thereof, may write to the Company Secretary and compliance officer of the Company at cs@asterqualitycare.com

19. EMPLOYEE STOCK OPTION SCHEME

The Companys has adopted and implemented Aster DM Healthcare Employee Stock Option plan 2013 ("Scheme") and administered by the DM Healthcare Employees Welfare Trust (ESOP Trust) under the instructions and supervision of the Nomination and Remuneration Committee (NRC). The scheme is implemented through a trust route in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations) with a view of attracting and retaining the best talent, encouraging employees to align individual performances with Companys objectives and promoting increased participation by them in the growth of the Company. In accordance with the terms of ESOP Scheme, options may be granted to employees of the Company which gives them rights to receive equity shares of the Company having face value of INR 10/- (Indian Rupee Ten) each upon exercise.

The disclosures as required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the applicable provisions of the SEBI SBEB & SE Regulations have been provided separately in Annexure 3 to this Report. The said disclosures are also available on the Companys website at https://www. asterqualitycare.com/investors/stock-exchange-disclosures/ regulation-30-disclosures/announcements-disclosures-esop-disclosure-disclosure-of-fines-and-penalties. There were no material changes in the Employee Stock Option Scheme during the year under review. The Secretarial Auditor of the Company has provided a certificate stating that the Aster DM Healthcare ESOP Plan 2013 has been implemented in accordance with the SEBI SBEB & SE Regulations. The said certificate will be placed before the members at the ensuing Annual General Meeting and will also be made available on the website of your Company.

20. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company is committed to maintain a high standard of internal controls throughout its operations. The Company has adopted policies, processes, and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the reasonableness and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The internal financial control system is commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable statutory laws and regulations. The Internal Financial Control system is designed to manage rather than to eliminate the risk of failure to achieve business objectives. The same is designed to ensure that all transactions are evaluated, authorized, recorded and reported accurately. As part of the Corporate Governance Report, Chief Financial Officer (CFO) certification is provided, for assurance on the existence of effective internal financial control systems and procedures in the Company. The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an in-house internal audit function and supported by the co-sourced internal audit team, KPMG Assurance and Consulting Services LLP, which is an external firm. The Audit Committee of the Board oversees the internal audit function, including review of the internal audit plan, which is prepared based on adequate risk assessment of the companys operations.

The Audit Committee is regularly apprised by the internal auditors and co-sourced internal auditors through various reports and presentations. The scope and authority of the internal audit function is derived from the audit charter approved by the Audit Committee. The internal audit function develops an internal audit plan to assess process, controls design and operating effectiveness, as per the risk assessment methodology. The internal audit function provides assurance to the Board that a system of internal control is designed and deployed to manage key business risks and is operating effectively. The Audit Committee also reviews the effectiveness of the implementation of the mitigation actions designed and implemented by management to remediate any gaps.

21. VIGIL MECHANISM

The Company believes in conducting its affairs in a transparent manner, in compliance with statutory requirements and adopts the highest standards of professionalism and ethical behaviour. Integrity is one of the Companys key values, which it strictly abides by. Keeping that in view the Company has established a vigil mechanism for Directors, employees and other personnel to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics. The Whistle Blower Policy is available on the website of the Company at https://www.asterqualitycare.com/storage/ fileadmin/user_upload/Whistle_Blower_policy_1.pdf The Company, as a policy, condemns any kind of discrimination, harassment, victimization, or any other unfair employment practice being adopted against whistle blowers and provides adequate safeguard measures. It also provides to the complainant, direct access to the Chairman of the Audit Committee to raise concerns, in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee. In addition to this, the Company has also engaged an independent agency called Integrity Matters that provides an electronic and digital platform to report any unethical practices or harassment/injustice at the workplace confidentially and, if desired, anonymously by the complainant anywhere in the world to ensure fairness and transparency in the process. The Audit Committee reviews the status of whistleblowers complaints, including actions taken, remedial measures, etc., every quarter.

22. RISK MANAGEMENT POLICY & RESILIENCE

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. defining the key mitigation strategies to reduce the impact / probability of occurrence of the risks.

defining the key risk indicators, to measure the exposure of the risks.

giving frequent training and support to the risk owners, employees, and others as appropriate; and regular review of the risk portfolio and presentation to the Risk Management Committee. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. The Risk Management Policy is available on the website of the Company at https://www.asterqualitycare.com/storage/ fileadmin/user_upload/Risk_Management_Policy__Final.pdf.

23. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Companys CSR Policy reflects its commitment to sustainable and inclusive growth and provides the framework for undertaking CSR initiatives aimed at creating long-term social value and contributing to the well-being and development of communities in areas where the Company operates.

In accordance with Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities, together with the details of the composition of the CSR Committee, is annexed to this Boards Report as Annexure 4.

24. AUDITORS

Statutory Auditors

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 008072S) were appointed as the statutory auditors of the Company, to hold office for the second term of five consecutive years from the conclusion of the 17^th AGM of the Company till the conclusion of the 22^nd AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. S Sandeep & Associates, Company Secretaries (ICSI Firm registration no: S2010TN133300), were appointed as secretarial auditors of the Company to hold office for a term of five consecutive financial years commencing from April 1, 2025 till March 31, 2030.

Cost Auditor

The Company has maintained cost records and accounts as specified by the Central Government under Section 148(1) of the Act, 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 2025-26. 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 2026-27 at a remuneration of INR 2,75,000/- (Rupees Two Lakhs and Seventy Five Thousand only) plus out of pocket expenses & taxes as applicable, if any, in connection with the cost audit. The Board of Directors of your Company has recommended the ratification of remuneration of M/s. Jitender, Navneet & Co, Cost Accountants for financial year 2026-27 at the ensuing Annual General Meeting. The Notice of 18^th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

25. AUDIT REPORTS

Statutory Audit Report

The Auditors Report provided by M/s. Deloitte Haskins & Sells LLP for the financial year ended March 31, 2026, is enclosed along with the financial statements in the Annual Report. The Auditors Report does not contain any qualifications, observations or adverse remarks.

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 Act.

Secretarial Audit Report

The Secretarial Audit report issued by M/s. S Sandeep

& Associates, Secretarial Auditors for the financial year 2025-26 is annexed as Annexure 5 to this report. The report does not contain qualification, reservation or adverse remark.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit report of Malabar Institute of Medical Sciences Ltd, a material unlisted subsidiary of the Company issued by M/s. Ashique Sameer Associates, Practising Company Secretaries for the financial year 2025-26 is annexed as Annexure 5A 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 Act.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY

Your Board is pleased to report the successful completion of the amalgamation of Quality Care India Limited ("QCIL") with the Company, pursuant to the Scheme of Amalgamation sanctioned by the Honble National Company Law Tribunal, Hyderabad Bench, on 19 June 2026. The Scheme became effective on 1 July 2026 and marks a defining milestone in the Companys evolution.

The combination brings together two leading healthcare platforms with strong clinical excellence, complementary regional presence and a shared commitment to patient-centric care. The merged entity has emerged as one of Indias largest integrated healthcare providers, with an expanded network of hospitals and healthcare facilities, enhanced scale, and strengthened capabilities to pursue sustainable long-term growth.

The amalgamation has materially enhanced the Companys financial and operational profile and is expected to unlock significant synergies, strengthen competitive positioning and create enduring value for shareholders, patients, employees and other stakeholders.

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 2025-26 is available on the Companys website at https://www.asterqualitycare.com/ investors/corporate-governance/annual-return

28. SIGNIFICANT AND MATERIAL ORDERS

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

29. CHANGES IN NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the year under review.

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 2025-26.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to maintaining a safe, respectful, and inclusive workplace and has zero tolerance for any form of sexual harassment. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013, as amended, the Company has in place a comprehensive Prevention of Sexual Harassment ("POSH") Policy, applicable to all employees, including permanent, contractual, temporary employees and trainees.

To ensure effective redressal of grievances, Internal Committees ("IC") under POSH have been duly constituted across locations in accordance with statutory requirements. Each IC comprises internal members and an external member who has expertise and experience in this field. The ICs are responsible for receiving, investigating, and resolving complaints in a timely and confidential manner while ensuring principles of natural justice. The Company also undertakes ongoing awareness and sensitization initiatives to promote a respectful workplace culture and to enable employees to understand their rights and responsibilities under the POSH framework. Adequate safeguards are in place to protect complainants and witnesses against any form of retaliation.

Details of complaints received and disposed of during the year under review are as under:

Particulars	No. of complaints*
Number of complaints of sexual	23
harassment received
Number of complaints disposed	23
Number of cases pending for more	0
than 90 days

* The above information is provided on a consolidated basis.

32. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company remains committed to fostering an inclusive, equitable, and employee-centric workplace by ensuring full compliance with the provisions of the Maternity Benefit Act, 1961.

Maternity benefits provided by the Company are designed to support female employees through all stages of motherhood, including childbirth and adoption. The Company currently administers these benefits in accordance with the statutory framework. While no standalone internal policy has been formalised, the applicable provisions are embedded within HR practices and employment terms to ensure consistent implementation across the organisation. Through these measures, the Company reinforces its commitment to employee well-being and gender-inclusive workplace practices, contributing to the overall health and welfare of both the employee and her child.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Account) Rules, 2014 are annexed to this Report as Annexure 6.

34. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 (3) of the Listing Regulations, the Management Discussion and Analysis forms part of this Integrated Annual report.

35. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V (C) to the Listing Regulations, the Corporate Governance Report along with the Compliance Certificate for the year under review, as stipulated under SEBI Listing Regulations forms part of the Annual Report and the same is annexed as Annexure 7.

36. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No proceedings are initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable SEBI circulars issued thereunder, the Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 forms an integral part of this Annual Report. In accordance with the requirements stipulated by Circular No.: SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated 28 March 2025, the Company has obtained independent assurance on the applicable BRSR Core disclosures. The assurance report is included as part of the BRSR and reinforces the reliability, transparency and robustness of the Companys sustainability reporting framework.

38. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, 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.

39. ACKNOWLEDGEMENT

We thank our Shareholders, Customers, Banks, Financial Institutions, and well-wishers for their continued support during the year. We place on record 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, BSE 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.