Apollo Hospitals Enterprise Ltd

Your Directors are pleased to present the FORTY FOURTH ANNUAL REPORT and the audited financial statements for the year ended 31st March 2025.

Financial Results

(' In Millions except Per Share data)

Results of Operations

During the year under review, the revenue from operations of the Company grew by 13% to ' 82,021 million compared to ' 72,738 million in the previous year. The profit for the year increased by 28% to ' 12,963 million compared to ' 10,105 million in the previous year.

During the year under review, the consolidated revenue from operations of the Company increased by 14% to ' 217,940 million compared to ' 190,592 million in the previous year. The profit for the year for the group increased by 55% to ' 14,459 million compared to ' 8,986 million in the previous year.

Consolidated Financial Statements

In accordance with Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Company's website: https://www.apollohospitals.com/. The documents will also be available for inspection during business hours at the registered office of the Company.

Composite Scheme of Arrangement

The Board at its meeting held on June 30, 2025 accorded its approval to the proposal for entering into a Composite Scheme of Arrangement - which involves the demerger of the omni channel Pharmacy distribution business and digital health platform business including Remote Telehealth division of the Company and the investment held in Apollo HealthCo Limited, its material subsidiary and the mergers of Keimed Private Limited ("Keimed") which is the country's largest Pharma Distributor as well as the Omnichannel pharmacy distribution business and Apollo 24x7 digital platforms of Apollo HealthCo Limited into a 100% subsidiary, Apollo HealthTech Limited ("NewCo"). This process would enable the Company's shareholders to have a direct shareholding in a combined entity.

This would result in the creation of a formidable Listed Omni Channel Pharmacy distribution and Digital Health platform leader in India with a scale of ' 163 billion (USD 1.9 Billion) in revenues for FY 2025 with stated plans of achieving a topline of ' 250 billion by end FY 2027 with around 7% EBITDA margins.

• For every 100 shares held in Company (AHEL), AHEL shareholders would receive 195.2 shares of New Co. Post the Scheme, the total shares outstanding in New Co (including the ESOP pool of 3%) would be 667 millions with the face value per share being ' 2 each.

• Listing of the New Co Shares would also be facilitated in the next 18-21 months subject to regulatory approvals.

• I ndependent valuation exercises were conducted by KPMG Valuation Services LLP and BDO Valuation Advisory LLP with fairness opinion being provided by Axis Capital Limited.

• Shareholders' approval for the Composite Scheme through the National Company Law Tribunal process, would be sought around February 2026 post obtaining approvals from the Stock Exchanges, IRDA and the Competition Commission of India, for the Scheme.

Strategic Rationale for the Proposed Structure

• I t would enable the creation of India's largest listed Omni Channel Pharmacy Distribution and Digital Health platform with a scale of ' 250 billion (USD 3 Billion) in revenues by end FY 2027.

• Enables shareholders to gain a direct shareholding to India's largest omni channel pharmacy distribution business and digital health platform of the Apollo Hospitals Group, enabling full value discovery and thereby eliminates the holding company discount in valuation.

• Upon effectiveness of the Scheme, the New Co would become an Indian Owned and Controlled Company at all times and apply for listing on the Stock Exchanges.

• Scheme implementation would result in the creation of dedicated leadership and management teams which are focused on solid, sustained growth in both the following business verticals of the Group:

a. Healthcare services (including Hospitals, Primary care, Diagnostics and Speciality Care Centres) through AHEL and Apollo Health & Lifestyle Limited

b. Omnichannel pharmacy business and Digital Health through the New Co which would get separately listed

• Would enable sharper focus on each of the business verticals of the Group with clear capital allocation outlays and growth plans while continuing to maintain high standards of corporate governance.

• AHEL will continue to hold 15% of the New Co (an effective economic interest of 17.5% including its equity stake held through Family Health Plan Insurance (TPA) Limited).

The earlier Resultant Group Structure as approved by shareholders last year was as follows:

Shareholding Structure of Apollo HealthCo Limited ("AHL")

The proposed Resultant Group Structure (post obtaining all approvals) would be as follows:

Shareholding Structure (Proposed) in the New Co

New Co post scheme effectiveness:

• Stake in the New Co enables AHEL to continue its seamless and integrated healthcare offerings spanning the full patient lifecycle for key stakeholders

• Allows continued access to cross synergies between AHEL and the New Co

• Sends a strong signal to the market about AHEL's support for the New Co promoting stability

• Provides future liquidity to fund its growth plans

• Apollo 24x7 digital healthcare platform and the pharmacy network provides a significant opportunity funnel of over 100 million customers that may be offered the services of the Apollo healthcare universe.

• Will strengthen the rationale for both AHEL and the New Co operating the same "Apollo" brand.

The Board based on the recommendations of the Audit Committee, also approved the execution of a Business Framework Agreement between the Company and AHL to establish a framework of rights and restrictions pursuant to which each of the Company and AHL shall: (i) pursue their respective businesses, and (ii) collaborate and cooperate with each other to their mutual benefit. Upon the effectiveness of the Scheme, the rights and obligations of AHL as described above shall be binding on the New Co. The Business Framework Agreement is subject to the receipt of requisite corporate approvals, as required under applicable laws.

Additionally, an agreement dated June 30, 2025 was executed between Rasmeli Limited (an affiliate of Advent International and an existing shareholder of AHL) ("Rasmeli") and Smt. Shobana Kamineni (the Executive Chairperson of AHL) ("AHL Promoter"), in terms of which Rasmeli has agreed to share an agreed portion of the upside received by it pursuant to its investment into AHL with the AHL Promoter and designated employees of AHL, in order to incentivise the management of such companies. Upon the effectiveness of the Scheme, the obligation of Rasmeli to provide upside as described above would stand automatically linked to the shareholding of Rasmeli in the New Co.

Dividend

During the year, your Company declared an interim dividend of ' 9/- (180%) per equity share of face value of ' 5/- each amounting to ' 1294.06 million and the said dividend was paid on February 28, 2025 to the shareholders on whose names appeared in the register of members as on February 15, 2025, being the record date fixed for this purpose.

Your Directors are pleased to recommend a Final Dividend of '10/- (200%) per equity share of face value of ' 5/- each for the year ended March 31,2025.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on Friday, August 29, 2025 will be paid on or before September 10, 2025 to the Members whose names appear in the Register of Members, as on

Tuesday, August 19, 2025, being the record date fixed fo this purpose. In respect of shares held in electronic form the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for thi; purpose.

The total dividend for the financial year, including th proposed Final Dividend amounts to ' 19/- per equity and wi aggregate to a sum of ' 2,731.91 million (380% on the fact value of ' 5/- per equity share). The dividend recommendec is in accordance with the Company's Dividend Distributio Policy.

In view of the changes made under the Income-tax Act 1961, by the Finance Act, 2020, dividends paid by the Company shall be taxable in the hands of the shareholders Your Company shall, accordingly, make the payment of th Final Dividend after deduction of tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities an Exchange Board of India (Listing Obligations anc Disclosure Requirements) Regulations, 2015 [SEBI Listinc Regulations], the Board of Directors of the Company hac formulated a Dividend Distribution Policy (‘the Policy') The Policy is available on the Company's website: https:/ www.apollohospitals.com/apollo_pdf/dividend-distribution policy.pdf

Transfer to Reserves

The Company does not propose to transfer any amount t general reserve on declaration of dividend. The Board o Directors have decided to retain the entire amount of profit for 2024-25 in the distributable retained earnings.

Subsidiary Companies

At the beginning of the year, your Company had twenty two direct subsidiaries, fourteen step down subsidiaries, A on March 31,2025 your Company had twenty-three direc subsidiaries and sixteen step down subsidiaries.

Wholly Owned Subsidiaries:

1. A.B. Medical Centres Limited (ABMCL),

2. Samudra Healthcare Enterprises Limited (SHEL),

3. Total Health (TH)

4. Apollo Hospital (UK) Limited (AHUKL),

5. Apollo Hospitals Singapore Pte Limited (AHSPL),

6. Apollo Multispeciality Hospitals Limited (AMSHL),

7. Apollo Hospitals North Limited (AHNL),

8. Apollo Hospitals Jammu and Kashmir Limited, (AHJKL) Direct Subsidiaries:

9. Apollo Healthco Limited (AHCL),

10. Apollo Health and Lifestyle Limited (AHLL),

11. Apollo Home Healthcare Limited (AHHL),

12. Apollomedics International Lifesciences Limited (MEDICS),

13. Apollo Nellore Hospital Limited (ANHL),

14. Apollo Rajshree Hospitals Private Limited (ARHPL),

15. Apollo Hospitals International Limited (AHIL),

16. Assam Hospitals Limited (AHL),

17. Apollo Lavasa Health Corporation Limited (ALHCL),

18. I mperial Hospital and Research Centre Limited (IHRCL),

19. Future Parking Private Limited (FPPL),

20. Kerala First Health Services Private Limited (KHSPL),

21. Sapien Biosciences Private Limited (SBPL),

22. Health Axis Private Limited, (HAPL)

23. Apollo Hospitals Worli LLP (AHWL)

Stepdown Subsidiaries:

24. Apollo Specialty Hospitals Private Limited (ASHPL),

25. AHLL Diagnostics Limited (ADL),

26. AHLL Risk Management Private Limited (ARMPL),

27. Apollo Dialysis Private Limited (ADPL),

28. Alliance Dental Care Limited (ADCL),

29. Apollo Sugar Clinics Limited (ASCL),

30. Care Diagnostics Private Limited (CDPL),

31. Apollo Cradle and Children Hospital Private Limited, (ACCHL),

32. Apollo Spectra Centres Private Limited (ASCPL),

33. Apollo Fertility Centre Private Limited (APFC),

34. Apollo CVHF Limited (ACVHF),

35. Apollo Amrish Oncology Services Private Limited (AAOSL),

(Amalgamated with Apollo Hospitals International Limited w.e.f April 25, 2025)

36. Asclepius Hospitals & Healthcare Private Limited (AHHPL),

37. Baalayam Healthcare Private Limited (BHPL)

38. Sobhagya Hospital and Research Centre Private Limited (SHRCL)

39. Apollo 24 7 Insurance Services Limited,

1. A.B. Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the Company for running a hospital. For the year ended 31st March, 2025 ABMCL recorded an income of ' 7.78 million and a net profit of ' 4.05 million.

2. Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the Company, runs a 120 beds multi speciality hospital at Kakinada. For the year ended 31st March, 2025 SHEL recorded an income of ' 637.53 million and a net profit of ' 99.60 million.

3. Total Health (TH)

TH, is a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, which is engaged in carrying on CSR activities in the field of community/rural development.

4. Apollo Hospital (UK) Limited (AHUKL)

AHUKL, is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

5. Apollo Hospitals Singapore Pte Limited (AHSPL)

AHSPL, is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

6. Apollo Multispeciality Hospitals Limited (AMSHL)

AMSHL, is a wholly owned subsidiary of the Company which owns a 750 bed multi speciality hospital in Kolkata. AMSHL recorded an income of ' 13,052.51 million and a net profit of ' 1,684.86 million.

7. Apollo Hospitals North Limited (AHNL)

AHNL, a wholly owned subsidiary of the Company, has acquired the assets of a hospital property which is under construction at Gurugram and it proposes to establish a 550 bed multi speciality hospital. For the year ended March 31,2025 AHNL recorded a net loss of ' 197.00 million.

8. Apollo Hospitals Jammu and Kashmir Limited (AHJKL)

AHJKL, is a wholly owned subsidiary of the Company and has not yet commenced its operations.

9. Apollo Healthco Limited (AHL)

AHL, is a subsidiary of the Company, which is engaged in the business of pharmacy distribution and providing healthcare services through digital platforms. For the year ended 31 st March 2025, AHL recorded an income of ' 90,930 million and net profit of ' 481 million.

10. Apollo Health and Lifestyle Limited (AHLL)

AHLL, is a 68.84% subsidiary of the Company engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and 24-hour pharmacy all under one roof. For the year ended March 31,2025, AHLL recorded an income of ' 6,892.00 million and a net profit of ' 42.40 million.

11. Apollo Home Healthcare Limited (AHHL)

AHHL, a 74% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded an income of ' 940.19 million and a net profit of ' 44.46 million for the year ended 31st March 2025.

12. Apollomedics International Lifesciences Limited (MEDICS)

MEDICS, is a 51% subsidiary of the Company which owns a 330 beds multi-specialty hospital at Lucknow. For the year ended March 31,2025, Medics recorded an income of ' 4,443.36 million and a net profit of ' 602.74 million.

13. Apollo Nellore Hospital Limited (ANHL)

ANHL a 80.87% subsidiary of the Company has leased out its land at Nellore to the Company. ANHL recorded an income of ' 8.17 million and a net profit of ' 6.52 million for the year ended 31st March 2025.

14. Apollo Rajshree Hospitals Private Limited (ARHPL)

ARHPL, a 54.63% subsidiary of the Company, runs a multi-speciality hospital at Indore. For the year ended March 31, 2025, ARHPL recorded an income of ' 1,712.57 million and a net profit of ' 87.94 million.

15. Apollo Hospitals International Limited (AHIL)

AHIL, a 50% subsidiary of the Company, runs a multi-speciality hospital at Ahmedabad. For the year ended March 31, 2025, AHIL recorded an income of ' 3,030.16 million and a net profit of ' 289.29 million.

16. Assam Hospitals Limited (AHL)

AHL, a 70.99% subsidiary of the Company, runs a multi-speciality hospital at Guwahati. For the year ended March 31, 2025, AHL recorded an income of ' 2,196.13 million and a net profit of ' 315.51 million.

17. Apollo Lavasa Health Corporation Limited (ALHCL)

ALHCL, a 51% subsidiary of the Company, runs a hospital at Lavasa. For the year ended March 31,

2025, ALHCL recorded an income of ' 1.04 million and net loss of ' 17.86 million.

18. Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, is a 90% subsidiary of the Company which owns a 290 beds multi-specialty hospital at Bengaluru. For the year ended March 31, 2025, IHRCL recorded an income of ' 5,192.52 million and a net profit of ' 848.16 million.

19. Future Parking Private Limited (FPPL)

FPPL, a subsidiary of the Company, was incorporated for the development of a Multi level Car parking facility at Wallace Garden, Nungambakkam, Chennai. FPPL recorded an income of ' 39.82 million and a net loss of ' 15.95 million.

20. Kerala First Health Services Private Limited (KFHPL)

KFHPL, is a 60% subsidiary of the Company, is engaged in the business of running a chain of Ayurveda hospitals with 8 centres across India. For the year ended March 31,2025, KFHPL recorded an income of ' 284.06 million and a net loss of ' 111.94 million.

21. Sapien Biosciences Private Limited (SBPL)

SBPL, is a 70% subsidiary of the Company which is engaged in the business of bio-banking of tissues. For the year ended March 31, 2025, SBPL recorded an income of ' 33.08 million and a net loss of ' 3.23 million.

22. Health Axis Private Limited (HAPL)

HAPL, a 70% subsidiary of the Company, is engaged in the business of providing Remote Access Healthcare Services. For the year ended March 31, 2025, HAPL recorded an income of ' 72.53 million.

23. Apollo Hospitals Worli LLP (AHWL)

AHWL is a collaborative partnership between Apollo Hospitals Enterprise Limited (AHEL), its wholly owned

subsidiary Samudra Healthcare Enterprises Limited, and Fine Estates Private Limited. AHEL and Samudra have together contributed 90.10% to AHWL. Which aims to set up a state-of-the-art healthcare facility in Worli, Mumbai.

24. Apollo Specialty Hospitals Private Limited (ASHPL)

ASHPL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running day surgery centres. For the year ended March 31,2025, ASHPL recorded an income of ' 3,192.50 million and a net loss of ' 338.60 million.

25. AHLL Diagnostics Limited (ADL)

ADL, a subsidiary of Apollo Health and Lifestyle Limited had recorded a net loss of ' 0.12 million.

26. AHLL Risk Management Private Limited (ARMPL)

ARML, a subsidiary of Apollo Health and Lifestyle Limited has not yet commenced operations.

27. Apollo Dialysis Private Limited (ADPL)

ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centers. For the year ended March 31, 2025, ADPL recorded a revenue of ' 1,108.80 million and a net profit of ' 46.20 million.

28. Alliance Dental Care Limited (ADCL)

ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental care centres and recorded an income of ' 496.60 million and a net profit of ' 48.90 million for the year ended 31st March 2025.

29. Apollo Sugar Clinics Limited (ASCL)

ASCL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended March 31, 2025, ASCL recorded an income of ' 339.40 million and a net profit of ' 62.40 million.

30. Care Diagnostics Private Limited (CDPL)

CDPL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of providing business of providing Laboratory and Radiology Service's operating through various Company Owned and Operated & Franchise Owned & Operated centres. For the year ended March 31, 2025, CDPL recorded an income of ' 47.10 million and a net profit of ' 0.40 million.

31. Apollo Cradle and Children Hospital Private Limited, (ACCHL)

ACCHL, a subsidiary of Apollo Specialty Hospitals Private Limited is engaged in the business of providing maternity and infant care services through various cradle hospitals. For the year ended March 31, 2025, ACCHL recorded a net loss of ' 4.00 million.

32. Apollo Spectra Centres Private Limited (ASCPL)

ASCPL (formerly known as Kshema Healthcare Private Limited), a subsidiary of Apollo Specialty Hospitals Private Limited is engaged in the business of providing specialised healthcare services. It offers a range of medical services, including general surgery, orthopedics, and more for the year ended March 31, 2025, ASCPL recorded an income of ' 2,835.80 and net loss of ' 35.40 million.

33. Apollo Fertility Centre Private Limited (AFCPL)

AFCPL (formerly known as Surya Fertility Centre Private Limited), a subsidiary of Apollo Specialty Hospitals Private Limited is engaged in the business of running cradle and fertility centres. For the year ended March 31, 2025, AFCPL recorded an income of ' 936.70 million and a net loss of ' 148.70 million.

34. Apollo CVHF Limited (CVHF)

CVHF, a subsidiary of Apollo Hospitals International Limited is engaged in the business of providing cardiac healthcare services. For the year ended March 31, 2025, CVHF recorded an income of ' 343.20 million and a net loss of ' 5.33 million.

35. Apollo Amrish Oncology Services Private Limited (AAOSL)

The Company has been amalgamated with the holding company Apollo Hospitals International Limited pursuant to the order of the Regional Director - Southern Region Chennai, dated April 25, 2025.

36. Asclepius Hospitals & Healthcare Private Limited (AHHPL)

AHHPL, a subsidiary of Assam Hospitals Limited owns a 200 bedded hospital in Assam. For the year ended March 31,2025, AHHPL recorded an income of ' 1,404.82 million and a net profit of ' 209.37 million.

37. Baalayam Healthcare Private Limited (BHPL)

BHPL, a subsidiary of Kerala Health First Services Private Limited is engaged in the business of running Ayurveda hospital and clinics specifically for children. During the year ended March 31,2025, BHPL recorded a net loss of ' 0.10 million.

38. Sobhagya Hospital and Research Centre Private Limited (SHRCL)

SHRCL, a subsidiary of Apollo Rajshree Hospitals Private Limited, owns a 150 bed hospital in Indore. For the year ended March 31,2025, SHRCL recorded an income of ' 23.03 million and a net profit of ' 0.30 million.

39. Apollo 24 7 Insurance Services Limited (Apollo24 7)

Apollo 24 7, is a wholly owned subsidiary of Apollo Healthco Limited engaged in the business of acting as corporate agents for Life Insurance, General Insurance and Health Insurance.

Material Subsidiary

Apollo Healthco Limited continues to be the material subsidiary of the Company, in terms of provisions of Regulation 16(1 )(c) of the SEBI Listing Regulations and Company's Policy on determining "Material Subsidiary". Further details on the subsidiary monitoring framework have been provided as part of the Corporate Governance report.

Assam Hospitals Limited

During the year, the Company had acquired 77,000 equity shares of face value of ' 10/- each of Assam Hospitals Limited for a sum of ' 16 million through the secondary market route.

Apollo Hospitals Singapore Pte Limited

During the year, the Company had invested an amount of ' 33 million in the equity capital of Apollo Hospitals Singapore Pte Limited, by way of subscription of 5,20,000 equity shares of face value of SGD 1/- each.

Kerala First Health Services Private Limited During the year, the Company had invested an amount of ' 250 million in the Kerala First Health Services Private Limited (KFHSPL), by way of subscription of 25,000,000 Redeemable Preference Shares.

Apollo Hospitals Worli LLP

During the year, the Company had contributed an amount of ' 97.96 million in Apollo Hospitals Worli LLP.

Opti Health Innovation Private Limited (OHIPL)

During the year, the Company had invested an amount of ' 0.02 million by way of subscription of 2,419 shares of OHIPL.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter SEBI Listing Regulations), forms an integral part of this report as Annexure C. The requisite certificate from M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance as Annexure D.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report as Annexure H.

Business Responsibility and Sustainability Report

As stipulated under the SEBI Listing Regulations, the Business Responsibility and Sustainability Report along with Reasonable Assurance Report on BRSR core forms part of this Annual Report. The report outlines the initiatives taken by the Company from an environmental, social and governance perspective and is part of the Annual Report. Further as per the new reporting requirements, the Company had taken reasonable assurance on BRSR core from a third-party Independent Assurance Provider, M/s. TUV SUD South Asia Private Limited.

Sexual Harassment Policy

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company has constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the work place.

The following is a summary of sexual harassment complaints received and disposed off during the year:

Note : During the quarter ended June 2025, 3 complaints were disposed off, and no cases remained pending for the financial year 2025..

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, the details of which are given in the Corporate Governance Report. The policy on Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Company https://www.apollohospitals.com/apollo_pdf/Whistle- Blower-Policy.pdf

Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

During the year, your company did not accept any deposits or renew existing deposits from the public. The total outstanding deposits with the Company as on 31st March 2025 were ' 0.05 million (' 0.18 million as on 31st March 2024) which were not claimed by the depositors.

Board Composition and Independent Directors

The Board consists of Executive Chairman, three Executive Directors, one Non-Executive Director and five Independent Directors. Independent directors are appointed for a term of five years and are not liable to retire by rotation.

All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

Lead Independent Director

Shri MBN Rao, Independent Director and Chairman of the Audit Committee has been appointed as the Lead Independent Director with effect from May 25, 2022. The

roles and responsibilities of the Lead Independent Director are provided in the Corporate Governance Report forming part of this Annual Report.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Shobana Kamineni, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Based on the outcome of the performance evaluation process and the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board recommends her reappointment. The notice convening the 44th AGM, to be held on August 29, 2025 sets out the relevant details.

Re-appointment of Executive Directors The Board at its meeting held on May 30, 2025, based on the recommendation of the NRC, approved the re-appointment of the following Executive Directors for a period of five years with effect from February 03, 2026 subject to approval of the Members at the 44th AGM.

i) Smt. Preetha Reddy, as Wholetime Director designated as Executive Vice Chairperson, liable to retire by rotation

ii) Smt. Suneeta Reddy, as Managing Director, not liable to retire by rotation

iii) Smt. Sangita Reddy, as Joint Managing Director, liable to retire by rotation

The Board recommends the aforesaid re-appointment of the Executive Directors to the Members for their approval. Relevant details pertaining to the proposals, including respective terms of re-appointment and remuneration, are provided as part of the Notice convening the 44th AGM. Re-appointment of Independent Director Pursuant to the provisions of the Companies Act, 2013 ("Act"), the shareholders at the 40th AGM of the Company held on August 31,2021 appointed Shri. Som Mittal as an

l-lncr\itolc Cntarnrica I imitorl J

Independent Director to hold office for five (5) consecutive years for a term upto July 20, 2026. Shri.Som Mittal is eligible for re-appointment for a second term of five consecutive years.

Pursuant to the provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the Members through Special Resolution at the AGM of the Company, the re-appointment of Shri Som Mittal as an Independent Director for a second term of five consecutive years.

The Board recommends the aforesaid re-appointment of the Independent Director subject to approval of the members. Relevant details pertaining to the proposals, including terms of re-appointment are provided as part of the Notice convening the 44th AGM.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri.S.M.Krishnan, Sr. Vice President-Finance & Company Secretary and Compliance Officer. There has been no change in the Key Managerial Personnel during the year.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination & Remuneration Policy

The Board has, on the recommendation of the NRC, approved a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

The Board met nine (9) times during the financial year, the details of which are given in the Corporate Governance

Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBi Listing Regulations.

Risk Management

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated to mitigate the risks. The Committee on a timely basis informed the members of the Board of Directors about risk assessment and minimisation procedures and in the opinion of the Committee there was no risk that may threaten the existence of the Company. The details of the Risk Management Committee are included in the Corporate Governance Report.

Internal Financial Controls and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function report to the Chairman of the Audit Committee of the Board. The details of the internal control system and its terms of reference are set out in the Management Discussion and Analysis Report forming part of the Board's Report.

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's 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 information. The Audit Committee evaluates the internal financial control systems periodically.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. that in the preparation of the annual financial statements for the year ended March 31, 2025 the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Share Capital

The authorised Share Capital of the Company as on March 31,2025 is ' 1,100 million paid-up Equity Share Capital as on March 31,2025 was ' 718.93 million.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31,2025, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Board's Report and none of the directors hold convertible instruments of the Company.

Employee Stock Option Scheme

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, at their meeting held on August 3,2024 accorded its approval to the introduction of an employee stock option scheme namely ‘Apollo Hospitals Enterprise Limited Employee Stock Option Plan 2024' ("APOLLO

ESOP 2024") to create and grant upto 2,156,770 options (1.5% of the total paid up capital) to the eligible employees upon such terms and conditions as applicable.

The shareholders at their meeting held on August 30, 2024 approved the Apollo ESOP 2024. As on March 31,2025, no options were granted under the Scheme and consequently the disclosures to be made in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

Credit Rating

CRISIL has given the credit rating of CRISIL AA+Stable for the Company's long term bank credit facilities and CRISIL A1+ for short term (working capital) facilities. The details of the Credit Ratings are available on the website www. apollohospitals.com.

The Company's term loan facilities were also assigned a rating of IND AA+ by India Ratings and Research (Ind-RA) (a Fitch Group Company) indicating a stable outlook. The details of the Credit Rating are available on the website www.apollohospitals.com

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and approved by the Audit Committee.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT') exceeds a value of ' 10,000 million or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, the same would be considered as material and would require Members' approval.

In this regard, during the year under review, the Company has taken necessary approvals. However, there were no material transactions of the Company with any of its related parties as per the applicable regulations. Therefore, disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for 2024-25.

The details of RPTs during the financial year, including transactions with person or entities belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the financial year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website https:// www.apollohospitals.com/sites/default/files/2025-03/rpt_ policy_2025.pdf

Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure F.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

No Employee Stock Options have been granted to the employees of the Company and thus no disclosure is required.

Corporate Social Responsibility Initiatives

In terms of the provisions of Section 1 35 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company have constituted a Corporate Social Responsibility and Sustainability ("CSRS") Committee. As part of its initiatives under CSR, the Company has focused and undertaken projects in the areas of Rural Development, Healthcare, Education & Skill Development and Research in Healthcare.

These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2024-2025 including summary of impact assessment report is annexed herewith as Annexure A. The Company has in place a CSR Policy, which is available at https://www.apollohospitals.com/sites/default/ files/2025-03/csr-policy_2025.pdf

Statutory Auditors

The Members at their 41st AGM held on 25th August 2022 had approved the re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants ("Deloitte") as statutory auditors for the second and final term of five consecutive years, to hold office from the conclusion of 41st AGM till the conclusion of the 46th AGM to be held in the year 2027. The Report given by M/s. Deloitte on the financial statement of the Company for the year 2024- 25 is part of the Annual Report. The Notes on the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

The Auditors' Report on the financial statements of the Company for the financial year ended March 31, 2025 is unmodified i.e., it does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s. A.N. Raman & Associates, Cost Accountants, Chennai (FRN 102111) to audit the cost accounts of the Company for the financial year 2025-2026 on a remuneration of ' 1.65 million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s.A.N. Raman & Associates, Cost Accountants, Chennai (FRN102111) is included at Item no. 10 of the Notice convening the Annual General Meeting.

The Company has maintained cost records in accordance with the provisions of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 in respect of healthcare services.

Secretarial Auditors

The Board of Directors of the Company based on the recommendation of Audit Committee, propose to appoint M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (Firm Regn. No.: P2024TN103000) (Peer review Certificate No. 6608/2025) as the Secretarial Auditors of the Company, to undertake secretarial audit of the Company for a period of five consecutive years commencing from Financial Year 2025-26 to FY 2029-2030. The Company has received a written consent, eligibility letter and other necessary declarations and confirmations from M/s. Lakshmmi Subramanian & Associates, stating that they satisfy the criteria provided under Section 204 of the Companies Act, 2013 read with Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. If approved by the Members, the appointment of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries as the Secretarial Auditors will be for a period of five consecutive years commencing from Financial Year 2025-26 to FY 2029-2030.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had appointed M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2024-2025.

The Secretarial Audit Report for the financial year ended March 31,2025 is annexed herewith as Annexure B. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit of Unlisted Material Indian Subsidiary

The Company's unlisted material subsidiary, Apollo HealthCo Limited (AHL) had also undergone Secretarial Audit in terms of Regulation 24A of the Listing Regulations and Circulars/Guidelines issued thereunder. The Secretarial Audit Report of AHL in Form MR-3 for the financial year

ended March 31, 2025 is annexed herewith as Annexure B1. The Secretarial Audit Report also does not contain any qualification, reservation, or adverse remark.

Board's response on Auditor's qualification, reservation or adverse remarks or disclaimer made.

The Directors hereby confirm that there are no qualifications, reservations or adverse remark made by the statutory auditors of the Company or in the secretarial audit report by the practicing company secretary and secretarial compliance report for the year ended March 31,2025.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

Other Disclosures

a. During the year, the Company had complied with the applicable, Secretarial Standards relating to "Meetings of the Board of Directors" and "General Meetings".

b. There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

c. There were no instances where your Company required the valuation for one time settlement or while taking loans from the Banks or Financial Institutions.

d. During the year there has been no change in the nature of business of the Company.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information as required to be disclosed 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 herewith as Annexure G.

Annual Return

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.apollohospitals.com/sites/default/files/2025-07/ website-mgt_7-updated.pdf

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support.