Aster DM Healthcare Ltd

Dear Members,

Your Directors have immense pleasure in presenting the 17^th Annual Report, highlighting the Business Performance along with the audited financial statements for the financial year ended March 31, 2025.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

(INR in crores except per share data)

(INR in crores except per share data)

Note: The figures presented have been regrouped for ease of understanding and may not align with the classification prescribed under Indian Accounting Standards (IND AS).

During the year under review, the Company reported on a consolidated basis, a total income of INR 4,286.69 crores as compared to INR 3,723.75 crores in the previous year. Of the total revenue from operations for financial year 2025, our hospital segment accounted for INR 4029.90 crores, our clinic segment accounted for INR 57.79 crores, our wholesale pharmacy segment accounted for INR 126.72 crores and other segment accounted for INR 7.93 crores. The Company reported on a standalone basis, a total income of INR 8,059.15 crores as compared to INR 2,085.52 crores in the previous year. Other income includes dividend of INR 5,569.96 crore received from Affinity Holdings Private Limited on receipt of proceeds on completion of sale of Gulf Cooperation Council (GCC) business. The Management Discussion and Analysis section, which forms part of this Integrated Annual Report, inter-alia, covers the Company's strategies for the financial year 2025-26.

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 recommended/ declared dividend as under:

Note:

The Company declares and pays dividend in Indian Rupees (INR). Company is required to pay / distribute dividend after deducting applicable withholding income taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

The Board of Directors, at its meeting held on May 20, 2025, has recommended a final dividend for the financial year 2024–25, subject to approval of the shareholders at the ensuing Annual General Meeting ("AGM") scheduled on Thursday 04, 2025.

The record date to determine the eligibility of Shareholders to receive the final dividend for the financial year ended March 31, 2025, is August 28, 2025. 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 Company's website on https://www.asterdmhealthcare.in/fileadmin/user_upload/ Final_DDP_to_upload_on_website.pdf

4. 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, the Shareholders, on January 22, 2024, approved the sale by Affinity Holdings Private Limited, a wholly-owned subsidiary of the Company, of its entire shareholding in entities operating in the GCC region, including Aster DM Healthcare FZC, a material subsidiary, to Alpha GCC Holdings Limited.

The Company completed the segregation of its GCC business on April 03, 2024, through the sale by Affinity Holdings Pvt. Ltd. for a cash consideration of USD 907.6 million. Subsequently, on April 12, 2024, the Company declared a special dividend of INR 118/- per share for the financial year 2024–25, aggregating to approximately INR 5,894/- crores.

5. MERGER OF QCIL WITH THE COMPANY

The Board of Directors of the Company at its meeting held on November 29, 2024, had approved the scheme of amalgamation of Quality Care India Limited ("QCIL") with the Company and their respective shareholders & creditors pursuant to Section 230-232 and other applicable provisions of the Act, and rules made thereunder, subject to receipt of necessary regulatory approvals. As consideration for the amalgamation, the Company will issue equity shares to the shareholders of QCIL at a swap ratio of 977:1000, i.e., 977 equity shares of the Company for every 1,000 equity shares held in QCIL. Subject to receipt of the necessary approvals, the Company will also change its name to "Aster DM Quality Care Limited".

The Company has received approval from the Competition Commission of India on April 15, 2025, and approval from the Stock Exchanges/SEBI is currently awaited. The Company will initiate the process of filing the requisite application before the Hon'ble National Company Law Tribunal (NCLT) to seek its directions, including convening meetings of relevant stakeholders, pursuing the next steps under the merger process and complying with other applicable regulatory requirements.

6. SHARE CAPITAL

The share capital of the Company as on March 31, 2025, 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.

7. PREFERENTIAL ISSUE OF SHARES

During the year under review, pursuant to the Share Acquisition Agreement dated November 29, 2024 ("SAA") entered into, inter alia, with BCP Asia II Topco IV Pte. Ltd. ("BCP"), Centella Mauritius Holdings Limited ("TPG") (collectively, the "Allottees"), and Quality Care India Limited ("QCIL"), the Company has obtained approval of the shareholders through a postal ballot on December 29, 2024, for the issuance of 1,86,07,969 equity shares of INR 10/- each at a price of INR 456.33/- per share

("Subscription Shares") to the Allottees on a preferential basis, for consideration other than cash.

The said consideration was discharged by 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.

On receipt of regulatory approvals, the Board of Directors, on April 29, 2025, had allotted the said shares to TPG and BCP pursuant to the swap of a 5% stake in QCIL from TPG and BCP. Accordingly, the paid-up capital of the Company as on the date of this report stands at INR 518.12/- crores consisting of 51,81,21,029 equity shares of INR 10/- each. Except as above, there has been no other change in share capital of the Company, during the year under review.

8. DEPOSITS FROM PUBLIC

The Company has not accepted any public deposits within the meaning of Section 73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

9. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

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.

The Company, together with its subsidiaries, is engaged in the business of establishing and operating hospitals, clinics, pharmacies and other healthcare facilities across India. At the beginning of the financial year, the Group comprised of 79 subsidiaries and 8 Associates and 1 Joint Venture. On April

3, 2024, the Company segregated its GCC business, which included 59 subsidiaries and 4 Associates and 1 Joint venture. As of March 31, 2025, the Group retains 20 subsidiaries and 4 associates, with no material change in the nature of their business operations.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries/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 standalone financial statements of the Company, the consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.asterdmhealthcare.in/investors/financial-information/annual-reports

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 arm's 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 Company's policy on dealing with related party transactions. Further, during the financial year 2024-25, there were no materially significant related party transaction(s) entered by the Company which might have potential conflict with the interest of the Company at large. The disclosure of related party transactions in Form AOC-2 is annexed as Annexure 2 to this report. Detailed disclosure on related party transactions as per IND AS- 24 have been provided under Note No. 36 of the Standalone Financial Statements. In line with the requirements of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link https://www.asterdmhealthcare.in/fileadmin/ Policy_on_dealing_with_Related_party_transactions_1.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.

In terms of Section 134 (5) of the Act, 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 Act 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) the Directors have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively; f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The following Directors were appointed from July 31, 2024, by way of shareholders' approval at their 16^th AGM:

1. Mr. Anoop Moopen (DIN: 02301362) – Non-Executive Non-Independent Director

2. Dr. Zeba Azad Moopen (DIN: 03604401) – Non-Executive Non-Independent Director

3. Mr. Sunil Theckath Vasudevan (DIN: 00294130) – Non-Executive Independent Director

4. Mr. Maniedath Madhavan Nambiar (DIN: 01122411) - Non-Executive Independent Director

Mr. Amitabh Johri resigned as Joint Chief Financial Officer with effect from April 25, 2024, and accordingly, Mr. Sunil Kumar M R, who was previously the Joint Chief Financial Officer, has assumed the role of the Chief Financial Officer of the Company.

1. Mr. Wayne Earl Keathley (DIN: 09331921 ) has resigned as a Non-executive Independent Director of the Company with effect from April 03, 2024.

2. Mr. Daniel Robert Mintz (DIN: 00960928) has resigned as a Non-executive Director of the Company with effect from April 03, 2024.

In accordance with Articles of Association, Mr. Shamsudheen Bin Mohideen Mammu Haji (DIN: 02007279) Non-Executive Director shall retire by rotation at the ensuing AGM. The Director being eligible offers himself for re-appointment. The Notice of AGM of the Company contains the above proposal for the approval of the Members.

In terms of the provisions of Section 203 of the Act, the following are the Key Managerial Personnel ('KMP') as on March 31, 2025:

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

Pursuant to the provisions of the Act and the Listing Regulations, the evaluation of Board of Directors was conducted for the financial year 2024-25. The evaluation was conducted by engaging an external independent agency 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 Executive Directors 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 19, 2025, 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 19, 2025, reviewed the outcome of the evaluation process.

The Company has received declaration from Independent Directors in accordance with Section 149(7) of 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 Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA").

The 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 is available on the website of the Company at https://www.asterdmhealthcare.in/fileadmin/Policy_on_ Nomination__Remuneration_and_Evaluation.pdf The salient features of the policy are as under: 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.

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.

The Board of Directors met 15 times during the financial year viz., April 12, 2024; May 28, 2024, July 31, 2024, September 17, 2024, October 07, 2024, October 23, 2024, November 05, 2024, November 11, 2024, November 15, 2024, November 25, 2024, November 28, 2024, November 29, 2024, December 12, 2024, January 31, 2025 and March 27, 2025. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. Detailed information on the meetings of the Board and its Committees is provided in the Corporate Governance Report.

The AGM for the financial year 2023-24 was held on August 29, 2024, through Video Conferencing (‘VC') facility.

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 Act and such systems are adequate and operating effectively. During the FY 2024-25, 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 ICSI.

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2024-25 was in accordance with the NRC Policy of the Company. The statement containing particulars of employees 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 provided in Annexure 3 to this report.

The Nomination and Remuneration Committee of the Board, inter-alia, administers and monitors the Company's Employees Stock Option Plan "Aster DM Healthcare Employees Stock Option Plan 2013" ("ESOP Plan") 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 ("ESOP Trust").

During the year, 4,32,156 shares were transferred from the ESOP Trust to the eligible employees under the prevailing ESOP Plan. As on March 31, 2025, the ESOP Trust held 13,07,911 (0.26%) equity shares of the Company. Disclosures as required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 read with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been provided separately in Annexure 4 to this report. The same can be accessed on the Company's 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 2024-25.

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 AGM for inspection by the Members.

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 Company's 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 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 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, the Chief Financial Officer 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 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 Company 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 approved by the Audit Committee. The internal audit function develops an internal audit plan to assess process, control's 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 implementation of the mitigation actions designed and implemented by the management to remediate any of the gaps.

The Company believes in conducting its affairs in a transparent manner, in compliance with statutory requirements 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, employees and other personnel to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's 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 to the complainant, 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 the complainant anywhere in the world to ensure fairness and transparency in the process. The Audit Committee reviews, on a quarterly basis, the status of whistleblower complaints received, along with the actions taken and remedial measures implemented.

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

In order to bring in further accountability, transparency and expertise in the risk management, the Company has a process of 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 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.asterdmhealthcare.in/fileadmin/ user_upload/Risk_Management_Policy.pdf

The Company has a well-defined policy on Corporate Social Responsibility ("CSR") as per the requirement of Section 135 of the Act. 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 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.

M/s. Deloitte Haskins & Sells, Chartered Accountants [Firm Registration Number: 008072S] was appointed as the Statutory Auditor of the Company for a period of five (5) years from the conclusion of 12^th AGM till the conclusion of 17^th AGM.

The Board of Directors, based on the recommendation of the Audit Committee, had considered and approved the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration Number. 008072S) ("Deloitte") as the Statutory Auditor of the Company for a second term of five (5) consecutive years from the conclusion of 17^th AGM till the conclusion of 22^nd AGM for the FY 2025-26 till 2029-30, subject to the approval of the Shareholders at the ensuing AGM.

The Company has received necessary consent from Deloitte for their re-appointment and confirmation to the effect that their appointment, if made, would be within the prescribed limits and that they do not incur any disqualification under Section 141 of the Act and the rules made thereunder. The notice of the ensuing 17^th AGM contains necessary resolution in this regard.

On the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 20, 2025 had appointed M/s. S Sandeep & Associates, Practising Company Secretaries, [Firm Registration Number: P2025TN103600] as Secretarial Auditor of the Company for a term of five consecutive years from financial year 2025-26 till financial year 2029-30, subject to the approval of shareholders in terms of Section 204 of the Act and Rules thereunder and Regulation 24A of Listing Regulations.

The Company has received necessary consent from M/s. S Sandeep & Associates & Associates for their appointment and confirmation to the effect that they do not incur any disqualification under Section 204 of the Act and the rules made thereunder read with Regulation 24A of the Listing Regulations and relevant circulars issued by SEBI in this regard. The notice of the 17^th AGM contains necessary resolution in this regard.

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 Number: 000119] was appointed as the

Cost Auditor of the Company to conduct the audit of cost records for the financial year 2024-25.

The Board of Directors, on the recommendation of the Audit Committee, had re-appointed 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 2025-26 at a remuneration of INR 2,50,000/- (Rupees Two Lakhs and Fifty Thousand only) 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 2025-26 at the ensuing 17^th AGM. The Notice of 17^th AGM contains the above proposal for the approval of the Members.

The Statutory Audit report on the financial statements of the Company for the financial year 2024-25 is being circulated to the shareholders along with the financial statements. There are no qualifications or adverse remarks made by the Statutory Auditor in their report for the financial year ended March 31, 2025.

During the year under review, the Statutory Auditor has 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.

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

& Associates, Practising Company Secretaries for the financial year 2024-25 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, 2025.

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 and Associates, Practising Company Secretaries, for the financial year 2024-25 is annexed as Annexure 6A to this report. During the year under review, the Secretarial Auditor has 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.

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.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on Company's website at https://www.asterdmhealthcare.in/investors/ corporate-governance/annual-returns

There are no significant or material orders passed by any Regulators or courts or tribunals impacting the going concern status and Company's operations in future.

The Company is into the business of establishing and operating hospitals, clinics, pharmacies and other healthcare facilities. There has been no change in the nature of business during the financial year.

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 2024-25.

The Company has in place a Policy on Prevention of Sexual Harassment ("POSH") at workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee ("IC") 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. (a) number of complaints of sexual harassment received in the year: 9 (nine) (b) number of complaints disposed off during the year: 9 (nine) (c) number of cases pending for more than ninety days: Nil Note: The above information is provided on a consolidated basis.

The maternity benefits provided by the Company offer financial security, job protection, and adequate time for rest and recovery to female employees during and after childbirth or adoption. By complying with the provisions of the Maternity Benefit Act, 1961, the Company ensures a supportive and inclusive work environment that promotes the well-being of both the employee and her child.

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

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

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

Your directors thank the Company's 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 Company's 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.

The Company has voluntarily provided an Integrated Report, encompassing both financial and non-financial information, to enable members to gain a comprehensive understanding of its performance and value creation.

The Report also covers the organisation's strategy, business model, stakeholder engagement, governance framework, performance, approach to risk management, and prospects for value creation, drawing on the six forms of capital, viz., financial, manufactured, intellectual, human, Natural, and the social and relationship capital.

(Pursuant to the first proviso to sub-section (3) of Section 129 of read with Rule 5 of the Company (Accounts) Rules, 2014)

Affinity Holdings Private Limited, a company incorporated in Mauritius, prepares its financial statements in USD as its reporting currency. For the purpose of conversion to INR, an exchange rate of INR 83.36 per USD has been applied. All other entities are incorporated in India and report their financial statements in INR.

Name of the subsidiaries which are yet to commence operations: Nil

* Although the percentage of voting rights as a result of legal holding by the Company is not more than 50% in certain entities listed above, the Company has the power to control over relevant activities of those entities as to obtain substantially all the returns related to their operations and net assets and has the ability to direct that activities that most significantly affect these returns. Consequently, these entities listed above have been consolidated for the purposes of the preparation of this consolidated financial statements.

** All subsidiaries and associates follow the same reporting period as the reporting company.

Name of the Subsidiaries which have been liquidated or sold during the year :

*Groups share in profit/ (loss) for the year

Name of associate/ joint venture which are yet to commence operations - NIL Name of associate/ joint venture which have been liquidated or sold during the year:

[Pursuant to Section 197 of Companies Act, 2013 and read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Notes:

1. Prior to the segregation of the GCC business from the Company, most of Dr. Azad Moopen's remuneration was drawn from the GCC entities. Post-segregation, his remuneration has been consolidated under Aster DM Healthcare Limited. Considering the size and nature of the Company's business and his continued strategic contributions, he received a gross remuneration of INR 9.50 crore for the FY 2024–25. The remuneration, which is aligned with prevailing market benchmarks, was approved by the shareholders at their 16^th AGM held on August 29, 2024.

2. Dr. Zeba Azad Moopen was appointed as a Non-Executive Director of the Company with effect from July 31, 2024.

3. Mr. Anoop Moopen was appointed as a Non-Executive Director of the Company with effect from July 31, 2024.

4. Mr. T J Wilson received a remuneration of USD 0.2 million during FY 2024-25 from Affinity Holdings Private Limited.

5. Mr. Maniedath Madhavan Nambiar was appointed as a Non-Executive Independent Director of the Company with effect from July 31, 2024.

6. Mr. Sunil Theckath Vasudevan was appointed as a Non-Executive Independent Director of the Company with effect from July 31, 2024.

7. The remuneration paid to Mr. Sunil Kumar M R and Mr. Hemish Purushottam, as disclosed above, excludes one-time incentives and the perquisite value of shares exercised and allotted pursuant to the Company's ESOP Scheme.

8. Mr. Daniel Robert Mintz, Non-Executive Director, and Mr. Wayne Earl Keathley, Non-Executive Independent Director, resigned from the Board of the Company with effect from April 03, 2024. During the financial year 2024–25, no remuneration was paid to either of the aforementioned Directors by the Company.

9. The remuneration paid to Independent Directors comprises of sitting fees of INR 1,00,000/- per Board or Committee meeting attended by them. Based on the recommendations of the Nomination and Remuneration Committee, the Board approved payment of commission of INR 10,00,000/- to Dr. James Mathew, Mr. Emmanuel David Gootam, Mr. Chenayappillil John George and Ms. Purana Housdurgamvijaya Deepti. Mr. Chenayappillil John George has voluntarily waived his right to receive the commission of INR 10,00,000/-.

b. The percentage increase in the median remuneration of employees in the financial year: 12.89%. c. The number of permanent employees on the rolls of Company: 6,395 (Standalone). d. Average percentile increases already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the Managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial remuneration: The average increase in the salaries of employees other than the Managerial Personnel is 8.07% and there was an increase in the remuneration of Executive Directors and KMP for FY 2024-25 as outlined above. e. The key parameters for any variable component of remuneration availed by the Directors: The variable component availed by the Directors is linked to the performance of the Aster India Business, measured against key financial and strategic objectives. For FY 2023-24, the Company achieved 101% of the planned budget, based on a combination of Revenue and EBITDA performance. In recognition of this achievement and the Executive Directors strategic leadership, the Nomination and Remuneration Committee (NRC), in its meeting held on May 18, 2024, formally approved a one-time incentive payout for FY 2023-24. This incentive reflects the Company's commitment to rewarding exceptional performance and aligning executive compensation with long-term value creation.

Notes:

1. Dr. Nitish Shetty resigned as a Chief Executive Officer of the Company with effect from November 03, 2024.

2. Mr. Ramesh Kumar S has been elevated from the position of Regional Chief Executive Officer - Karnataka and Maharashtra to Chief Operating Officer w.e.f. September 11, 2024.

3. Dr. Prashanth N has been elevated from the position of Chief Executive Officer - Aster RV Hospital to Chief Executive Officer - Karnataka w.e.f. January 01, 2025.

4. Mr. Srinath Metla resigned as a Country Head Sales & Marketing of the Company with effect from June 12, 2025.

5. The employees in receipt of remuneration of not less than one crore and two lakh rupees per annum and not less than eight lakh and fifty thousand rupees per month are covered in the list above.

6. The above remuneration does not include perquisites arising from the exercise of employee stock options but includes one-time performance incentive and bonus.

h. If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: Not Applicable.

[Pursuant to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021] Aster DM Healthcare Limited – Employees Stock Option Plan, 2013 ("DM Healthcare ESOP 2013" or "Plan"): Pursuant to approval accorded by the Shareholders of the Company at their Extraordinary General Meeting held on March 2, 2013 and December 22, 2018, the Company had implemented the DM Healthcare ESOP 2013, aimed at granting stock options to eligible employees of the Company and its subsidiaries, as identified by the management based on parameters such as performance, criticality, loyalty, and potential.

Under the Plan, vested option holders are entitled to purchase equity shares at an exercise price determined by the Nomination and Remuneration Committee.

The maximum number of equity shares that can be granted under the Plan shall not exceed 15,42,750 equity shares. The options granted under the Plan typically vest over a period ranging from 12 months to 120 months from the date of grant.

(a) Date of Shareholders' approval - March 2, 2013 and December 22, 2018 (b) Total number of options approved under ESOP - 46,28,250

(c) Vesting requirements - Options granted shall not vest prior to expiry of 12 months from the date of grant. The details of vesting are provided in Note 42 of standalone financial statements.

(d) Exercise price or pricing formula - The exercise price shall range from INR 10 /- for loyalty based grants and a maximum of 25% discount for performance based grants on the fair market value (Average of opening and closing price) on the latest trading day in NSE prior to Nomination & Remuneration Committee meeting at which grant is made.

(e) Maximum term of options granted - 14 years. (f) Source of shares - Secondary.

(g) Variation in terms of options - The Nomination and Remuneration Committee (NRC), at its meeting held on May 18, 2024, approved the grant of ESOPs to certain Senior Management Personnel, including Loyalty Options with an initial vesting schedule of 3, 6, and 9 years from the date of grant.

Subsequently, at its meeting held on September 11, 2025, the NRC approved a revision to the vesting period for Loyalty Options, specifically for employees who had completed six or more years of service with the Company as of May 18, 2024. In recognition of their longstanding contributions and loyalty, the vesting schedule was accelerated to 2, 4, and 5 years, effective from the original grant date of May 18, 2024.

There is no change in the vesting terms for employees with less than six years of service as on May 18, 2024.

(h) Material changes in the scheme and whether the scheme(s) is/are in compliance with the regulations - There has been no change in the scheme during the period under review. The ESOP Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

(a) Method used to account for ESOPs - Fair value method is used for accounting of ESOPs.

(b) Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed – Not Applicable.

(c) The impact on the profits and EPS of the Company - Refer Note 34 and 32 of the standalone and consolidated financial statements respectively.

(d) Relevant disclosures in terms of the 'Guidance note on accounting for employee share-based payments' or any other relevant accounting standards as prescribed from time to time - Refer Note 42 of the standalone financial statements.

(e) Diluted EPS on issue of shares pursuant to all the schemes covered under the Regulations shall be disclosed in accordance with ‘Indian Accounting Standard (Ind AS) 33, Earnings Per Share' or any other relevant accounting standards as prescribed from time to time - Refer Note 34 of the standalone financial statements.

(b) Any other employee who received a grant during the year, options amounting to 5% or more of option granted during the year - Nil (c) Identified employees who were granted options during the year, equal to or exceeding 1% of the issued capital excluding outstanding warrants and conversions of the Company at the time of grant – Nil

The Company has computed the fair value of the options for the purpose of accounting of employee compensation cost/ expense over the vesting period of the options. The fair value of the option is calculated using the Black-Scholes Option Pricing model.

Disclosures in respect of grants made in three years prior to IPO under DM Healthcare Employees Stock Option Plan:

H. Details relating to ESPS, SAR, GEBS / RBS: Not applicable

Consequent to the segregation of the Company's Gulf Cooperation Council (GCC) business, effective April 3, 2024, and the subsequent declaration of a special dividend of INR 118 /- per equity share to the shareholders of the Company, the Nomination and Remuneration Committee ("NRC") undertook a detailed assessment of the impact on the fair value of unvested employee stock options granted to eligible employees.

To mitigate the reduction in value for such ESOP holders as of the record date (April 22, 2024), the NRC approved the grant of additional stock options to eligible employees of the Company, in accordance with Article 12.8 of the DM Healthcare ESOP 2013.

This adjustment was made to compensate for the decline in the fair value of options resulting from the GCC segregation and the distribution of a substantial portion of the sale proceeds to shareholders as a special dividend.

This initiative underscores the Company's commitment to recognizing and retaining key talent during a significant strategic transition.

[Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. Brief outline on CSR Policy of the Company:

Aster strongly believes in giving back to the society. With the deeply ingrained values like integrity and compassion, The Organisation is deeply committed to contributing to the community at large. Sustainability and community engagement are integral to Aster's approach to responsible corporate citizenship. Corporate Social Responsibility ('CSR') is not considered to be just a statutory requirement for the Organisation, but the logical extension of its core values. Our CSR Policy aims to be committed to all its Stakeholders and implement community enablement programmes for sustainable socio-economic development. The Company's governance principles and the leadership has laid a strong foundation of giving back to the society that is imbibed in the culture.

To undertake social projects in designated communities, in a focused manner to generate maximum positive impact.

The Company is committed to all its Stakeholders to conduct business in a socially and environmentally sustainable manner that is transparent and ethical.

Develop and implement community enablement programmes for sustainable socio-economic development.

The Company is part of a bigger ecosystem of people, values, organizations, nature and environment, and the Company understands that it is its social responsibility to give back to the world.

2. Composition of CSR committee as on March 31, 2025 is as under:

Note:

1. Mr. Maniedath Madhavan Nambiar was inducted as a Member of the Committee with effect from October 14, 2024.

2. Dr. Zeba Azad Moopen was inducted as a Member of the Committee with effect from October 14, 2024.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company:

Composition of CSR Committee- https://www.asterdmhealthcare.in/investors/corporate-governance/board-committees CSR Policy- https://www.asterdmhealthcare.in/fileadmin/user_upload/CSR_Policy_01.pdf

CSR Projects approved by the Board- https://www.asterdmhealthcare.in/fileadmin/user_upload/CSRProjectsApproved_FY2024_01.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of Sub-Rule (3) of Rule 8, if applicable:

This is not applicable as the CSR obligation does not exceed INR Ten crore. However, an impact study of all the CSR activities of the Company is being conducted internally.

5. (a) Average net profit of the Company as per Section 135(5) : INR 149.79 crore

(b) Two percent of average net profit of the Company as per Section 135(5) : INR 3.00 crore

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : Nil (d) Amount required to be set off for the financial year, if any : Nil (e) Total CSR obligation for the financial year (5b+5c-5d) : INR 3.00 crore

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) : INR 3.50 crore (b) Amount spent in Administrative Overheads : Nil (c) Amount spent on Impact Assessment, if applicable : Not applicable (d) Total amount spent for the financial year (6a+6b+6c) : INR 3.50 crore (e) CSR amount spent or unspent for the financial year

Note:

The Company is eligible to set off the excess spent of INR 0.50 crores against its future CSR obligations in immediately succeeding three financial years, in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

7. Details of Unspent CSR amount for the preceding three Financial Years: Nil

8. Whether any capital assets have been created or acquired through CSR amount spent in the financial year; If Yes, enter the number of Capital assets created/ acquired: Not Applicable

9. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per Section 135(5) : Not applicable

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

(CIN: L85110KA2008PLC147259)

Awfis, 2^nd Floor, Renaissance Centra, 27 & 27/1, Mission Road, Sampangi Rama Nagar, Bangalore – 560027 We, S SANDEEP & ASSOCIATES, practising Company Secretaries, have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ASTER DM HEALTHCARE LIMITED (CIN: L85110KA2008PLC147259) (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2025 according to the provisions of: (i) The Companies Act, 2013 ('Act') and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment; (v) The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'), as amended from time to time: a. Securities and Exchange Board of India (Registrars to an Issue and Transfer Agents) Regulations, 1993, regarding Companies Act and dealing with client; b. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; e. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018; f. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; g. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; h. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not Applicable for the year under review; i. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 - Not Applicable for the year under review; j. Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - Not applicable for the year under review.

2. We report that the Company has identified a list of other laws specifically applicable to them and the same are provided as Annexure A. We further report that the Company has installed adequate systems and processes in place to monitor and ensure compliance with the laws, rules, regulations and guidelines applicable specifically to the Company in the Hospital and Medical Care Industry, as specified in Annexure A.

3. We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India ii. The Listing Agreements entered into by the Company for the equity shares listed with BSE Limited and National Stock Exchange of India Limited and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 We further report that during the period under review, the Company has complied with the provisions of the applicable Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above within the prescribed time or later on payment of additional fees.

We further report that:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors and key managerial personnel that took place during the period under review were carried out in compliance with the provisions of the Act. (ii) Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a proper system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. (iii) Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

(iv) The Company has obtained all necessary approvals under the various provisions of the Companies Act, 2013 to the extent applicable.

(v) There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Securities Exchange Board of India Act, 1992, The Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, Foreign Exchange Management Act, 1999 and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers, except the following: a) A fine of INR 5,000/- plus applicable GST was imposed each by Bombay Stock Exchange (BSE Limited) and National Stock Exchange of India Limited (NSE) for delay of one day in submission of disclosures of related party transactions under Regulation 23(9) of LODR.

(vi) The Directors have complied with the disclosure requirements in respect of their eligibility for appointment, their independence, wherever applicable and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel. We further report that based on the information received, records maintained and representation received, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

We further report that during the period under review, the following specific events / actions having a major bearing on the Company's affairs in pursuance of the above-referred laws, rules, regulations, guidelines, standards etc. have taken place, and are in compliance with applicable provisions: (i) Board of Directors, at their meeting held on 29^th November 2024, have approved Scheme of Amalgamation between Quality Care India Limited (QCIL) and Aster DM Healthcare Limited, wherein QCIL (the "Transferor Company") would be amalgamated with Aster DM Healthcare Limited (the "Transferee Company"), subject to various regulatory approvals, approval of the respective requisite majority of the various classes of shareholders and creditors (as applicable) of the Company and QCIL respectively, and other conditions set out therein, to be sanctioned by the relevant jurisdictional NCLT and in accordance with applicable law. The Scheme is pending with SEBI for approval as on the date of this report.

(ii) Special Resolution was passed by the shareholders of the Company via Postal Ballot on 29^th December 2024, for approval for issuance of 1,86,07,969 (One crore Eighty-Six Lakhs Seven Thousand Nine Hundred and Sixty Nine) equity shares of the Company on Preferential Basis for consideration other than cash. (iii) Special Resolution was passed by the shareholders of the Company via Postal Ballot on 29^th December 2024, approving the shifting of the registered office of the Company from Bengaluru (State of Karnataka) to Hyderabad (State of Telangana) and consequent amendment to the Memorandum of Association.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

CIN: U85110KL1995PLC008677

GOVINDAPURAM P O, CALICUT – 673016, KERALA

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MALABAR INSTITUTE OF MEDICAL SCIENCES LTD (CIN: U85110KL1995PLC008677) (hereinafter called the "Company") for the year ended 31^st March 2025. Secretarial Audit was conducted for the year ended 31^st March 2025 in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances based on the available books, documents and returns provided by the Company and expressing our opinion thereon. Based on our verification of the available books, papers, minute books, forms and returns filed and other records maintained by the Company and also with the available information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March 2025 has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the available books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2025 according to the provisions of: I. The Companies Act, 2013 (the Act) and the rules made there under; II. Other applicable Acts and Rules ; a) Payment of Wages Act, 1936, and rules made thereunder b) The Minimum Wages Act, 1948, and rules made thereunder c) Employees State Insurance Act, 1948, and rules made thereunder d) The Employees Provident Fund and Miscellaneous Provisions Act, 1952, and rules made thereunder e) The Payment of Bonus Act, 1965, and rules made thereunder f) Payment of Gratuity Act, 1972, and rules made thereunder g) Contract Labor (Regulation & Abolition) Act , 1970 h) The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of Pollution) Rules, 1975 i) The Air (Prevention & Control of Pollution) Act, 1981 j) Hazardous Waste Handling and Management Act, 1989 k) Food Safety and Standard Act, 2006, and rules made thereunder l) The Trademark Act, 1999 m) The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. n) Foreign Exchange Management Act, 1999 III. The following Act, Rules and Regulations applicable specifically to the Company a) Atomic Energy Act, 1962 b) The Dentist Act, 1948 c) Drugs and Cosmetics Act, 1940 d) Medical Termination of Pregnancy Regulations, 2003 e) Pharmacy Act, 1948 f) Pre-natal Diagnostic Techniques (Regulation & Prevention of Misuse) Act, 1994 g) Transplantation of Human Organs Act, 1994 h) The Indian Medical Council Act, 1956 i) The Indian Medical Degree Act, 1960 j) The Indian Nursing Council Act, 1947 k) The Narcotic Drugs and Psychotropic Substances Act, 1985 IV. The Company being an unlisted public Company, regulations of Securities and Exchange Board of India (SEBI) are not applicable to it. The Company was also not required to enter in to listing agreements with any stock exchange in India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned under the head major violations under various acts.

We further report that the compliance by the Company of applicable financial laws like Direct and Indirect tax laws has not been reviewed in this Audit since the same have been subject to review by statutory financial audit carried out by other designated professionals.

The Board of Directors of the Company is duly constituted with Executive Directors and Non-Executive Directors. However, certain Directors of the Company were appointed as Independent Directors by changing the designation of existing Directors to Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were more over complied with the provisions of the Act. During the period under review, the Company had paid political contributions exceeding the limit approved by the Board, however this was subsequently ratified by the Board.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014 are set out as under:

The Company continues to prioritise energy conservation and optimisation by integrating sustainable and renewable energy solutions into its operations. During Financial Year (FY) 2024–25, Aster DM Healthcare Limited ("the Company") further strengthened its strategy for managing its energy footprint through focused interventions in hospital infrastructure and engineering systems. Significant improvements were made by leveraging data-driven insights and adopting modern technologies that enhance efficiency and sustainability.

Our hospitals have continued to follow the principles of "Healing Architecture," a design philosophy that fosters a physically and psychologically supportive environment, ultimately contributing to better patient outcomes, including reduced stress, shorter recovery periods, and enhanced overall satisfaction.

In alignment with the Green Hospital Concept, Aster CMI Hospital remains at the forefront of sustainable infrastructure development. The hospital has successfully implemented energy and water conservation measures by expanding the use of renewable energy sources, including solar, wind, and hydel power, thereby contributing to responsible resource usage and environmental stewardship.

Our hospitals have adopted energy-saving and water conservation strategies, embracing solar, hydro, and wind power sources to enhance environmental sustainability. Solar & Wind energy: Aster CMI Hospital in Bangalore is one of the first hospitals to get GREEN POWER tag under Aster DM Healthcare. 97% of our hospital power utilization is from Solar and Wind Energy. Savings by utilizing solar and wind power is INR 24.10 lakhs per month i.e INR 2.89 crores per annum. At Aster RV Hospital, Bangalore we have continued to wheel energy from green sources that has helped in reducing the cost of the electricity utilized in the hospital. The Introduction of Green Power has fetched us a savings of around INR 6.41 lakhs per month aggregating to INR 77 lakhs per annum. Aster Medcity installed a rooftop solar system of capacity of 371 kWp. This system generates 5 lakhs units per annum. Water: At Aster CMI, we have been successful in utilizing 100% recycled water about 46,311 KL annually for the FY 2024-25 for landscaping and other non-critical utilities with a savings of around INR 2.54 lakh per month amounting to INR 30.5 lakhs per annum.

At Aster Women & Children Hospital Whitefield, Bangalore we have been successful in utilizing 100% recycled water for toilet flushing and other non-critical utilities on an average about 1,650 KL of water is saved and annually 19,635 KL. Further, we have also installed water aerators on all public restrooms and handwash basin/sinks, by which we are able to save 6 litres water saving per minute/unit.

At Aster RV, we have been successful in utilizing 100% recycled water for landscaping and other non-critical utilities annually 34,267 KL with a savings of around INR 1.40 Lakh per month amounting to INR 16.79 lakhs per annum.

Aster Medcity has 1 MLD (Million Litres per day) capacity STP. It treats average 640 KL water per day, and reuses treated water for landscaping. Tap aerators and water pressure compensators are fitted in all water taps and health faucets to save 50-70 % water consumed through water taps and health faucets. The amount of water saved through this initiative is 12,000 KL per annum.

Our leadership believes that achieving ultimate health includes physical, mental, spiritual, and social well-being, alongside promoting innovation and sustainable care. During the financial year 2024-25, the Company has taken the following steps related to technology absorption: a. PLS EXCIMER LASER SYSTEM: This System is used in a broad range of Complex Interventional Procedures in the Cardiovascular and Peripheral Vascular system and in the removal of chronically implanted Pacemaker and defibrillator Cardiac Leads. The PLS Excimer laser system's clinical versatility, high clinical success, low adverse events help to safely treat more complex conditions in vascular intervention and lead management procedures and others like In-Stent Restenosis/ Calcified Lesions/ Ostial Lesion/ CTO traversable by guidewire/ Occluded SVG/ Thrombotic Lesions. b. IHFOV SYTEM: High frequency Ventilator is a type of ventilator which is using HFOV Mode. High Frequency Oscillatory ventilation (HFOV) is a mode of ventilation may be useful in settings where conventional modes are failing to achieve adequate ventilation or may result in significant pulmonary injury, or where HFOV is better suited to underlying lung pathophysiology. High frequency oscillatory ventilation utilises rapid ventilation rates with small tidal volumes (often less than anatomical dead space) and active inspiratory and expiratory phases. A constant distending airway pressure is applied to the alveoli which aims to maximise functional residual capacity and ventilation/perfusion matching, over which small tidal volumes are superimposed at a high rate. The aim of using HFOV is to reduce ventilator associated lung injury when high airway pressures and volumes in conventional ventilation modes are required to maintain adequate gas exchange. When initiated early, high frequency oscillatory ventilation may improve oxygenation and reduce risk of lung injury in Pediatrics. c. ICG Camera & Fluorescence Imaging System: ICG is a Tri carbocyanine dye which fluoresces, i.e. emits light, after excitation under near-infrared light at 806 nm light. ICG is highly soluble in water and binds to ?-lipoproteins, particularly to albumin. Because of the high protein content of lymph, ICG accumulates in the lymphatic pathways and lymph nodes. ICG is used as a marker in the assessment of the perfusion of tissues and organs. The light needed for the excitation of the fluorescence is generated by a near infrared light source which is attached directly to a camera. This visualization platform delivers high level visualization for both minimally invasive and open surgeries. The platforms distinct modalities enhance the surgeon's ability to visualize blood flow in vessels and related tissue perfusion during plastic, microsurgical, reconstructive and gastrointestinal procedures. d. Rezum Therapy/ water vapor therapy: Rezum therapy is a relatively new procedure, powered by convective water vapor energy, the Rezum System delivers targeted, controlled doses of the stored thermal energy in water vapor directly to the region of the prostate gland with the obstructive tissue causing the lower urinary tract symptoms secondary (LUTS) to benign prostatic hyperplasia (BPH). It is a minimally invasive nonsurgical treatment for benign prostatic hyperplasia (BPH) that has good long-term results. It involves a special instrument that uses water vapor (steam) to shrink the enlarged areas of your prostate. Rezum therapy is a safe, effective treatment for BPH with good long-term results and less than 5% of people need additional procedures or surgeries within five years after the procedure. e. Neuro Drills (Electric & Pneumatic): Neuro Drill is the electric and pneumatic power system for the spine and neuro surgeries. The Drills are used to perform procedures such as craniotomies, skull base surgery, and portal surgery. The Midas Rex MR8 high-speed drill system has a lower operating temperature, less chatter, improved visibility of the surgical site, and better cutting performance. The high torque and a compact size make it suited for a wide range of surgeries, including spine, neurotology, and ENT procedures. f. Robotic System: Robotic surgery, also called robot-assisted surgery, allows doctors to perform many types of complex procedures with more precision, flexibility and control than is possible with conventional techniques. Robotic surgery is usually associated with minimally invasive surgery - procedures performed through tiny incisions. Robot Assisted Surgery System consists of three primary components: (1) a viewing and control console that is used by surgeon, (2) a vision cart that holds the endoscopes and provides visual feedback and (3) manipulator arm unit that includes three or four arms, depending on the model. g. TTFM System: Transit-Time Flow Measurement uses ultrasound to measure blood flow in the bypass grafts. It works by measuring the time it takes for an ultrasonic signal to travel through the blood in the graft, both upstream and downstream. The transit time of the ultrasound signal is affected by the direction and speed of blood flow. By analyzing these transit times, TTFM can provide information about graft patency, flow rate, and pulsatility. (1) Intraoperative graft assessment: TTFM allows surgeons to assess graft function during the surgery, before the chest is closed. (2) Early graft failure detection: It helps identify potential problems with the grafts early on, allowing for immediate revision or correction. (3) Improved outcomes: By ensuring graft patency, TTFM may contribute to better long-term outcomes for patients undergoing CABG. h. Robotic Imaging System: Loop-X? is a closed loop, 2D and 3D mobile imaging robot that enables scanner and navigation to work together to automate movements that accurately follow the surgical workflow. Independently moving imaging source and detector panels enable flexible patient positioning and non-isocentric imaging which reduces the amount of radiation exposure and increases the variety of indications which can be treated. This mobile imaging robot can be controlled wirelessly with a touchscreen tablet. i. Neuro Navigation System: Brain lab Curve and Kick are neuro-navigation systems used in neurosurgery to help surgeons precisely locate the site of pathology and avoid injury to nearby structures. Both systems use preoperative and intraoperative imaging that is registered to the patient's head or spine.

Curve is an image-guided surgery platform that combines Brainlab software with intraoperative imaging, surgical robotics, and third-party devices. It has a free-standing, adjustable telescopic camera and two multi-directional HD monitors for surgical visualization. The Curve can be used for preoperative setup and planning, and can automatically create patient worklists and prefetch DICOM data to reduce wait times before surgery

Kick is a small, portable, and powerful navigation system with a free-standing, telescopic camera and one HD monitor for surgical visualization. It has features such as easy connection to external devices like endoscopes, high speed network ports, integrated WLAN, and quick integration of surgical devices. The Kick has a sleek design with a drapable full HD capacitive touch display and is compatible with all current Brainlab Elements applications. j. High End Neuro Surgical Ultrasound Imaging System: BK5000 is a high-resolution ultrasound system from BK Medical that is designed for surgical guidance and navigation. It provides real-time, high-resolution images with clear anatomical details. The BK5000 can help with:

Identifying and navigating lesions and anatomical structures in real-time;

Seeing the margins of a lesion;

Determining the best course of action;

Visualizing and locating tumor margins, key arteries, and other anatomical structure. k. Cooled Radio Frequency Treatment: Cooled RF is a minimally invasive, non-narcotic solution for chronic pain. Because it can be performed in an outpatient setting, patients have the potential to return to an enhanced quality of life sooner than with surgery and with a reduced need for narcotics. Clinical trials have demonstrated the extended clinical durability of Coolief. The majority of subjects experienced pain relief lasting 12 months. Some experiencing pain relief lasting up to 24 months. l. ECMO Treatment: ECMO, or Extracorporeal Membrane Oxygenation, is a life support system that uses a machine to take over the functions of the heart and lungs when they are unable to adequately support the body. It provides prolonged cardiac and respiratory support to patients with severe heart or lung failure, allowing these organs to rest and potentially recover. ECMO is typically considered when conventional treatments like ventilators and medications have failed to adequately support a patient's heart and/or lungs. It can be used for various conditions, including Respiratory Failure, Cardiac Failure, Support During Organ Transplant. m. MRI System: Magnetic resonance imaging (MRI) machine with a magnetic field strength of 1.5 Tesla, this is a common and widely used strength for MRI scanners, particularly for general imaging, musculoskeletal studies, cardiac imaging, and neuro scans. 1.5T MRI provides excellent image quality for a wide range of clinical applications. General imaging: Capturing detailed images of the body's internal structures. Musculoskeletal imaging: Assessing bones, joints, muscles, and ligaments. Cardiac imaging: Evaluating the heart and surrounding structures. Neuro imaging the brain and spinal cord, particularly for detecting disorders and tumors. n. Spine Endoscopy System: Endoscopic spine surgery (ESS) is an ultra minimally invasive surgical procedure that effectively relieves chronic low back and leg pain. This state-of-the-art spine surgery utilizes an 4K camera attached to an endoscope inserted through a ? inch skin incision to the target pain generator in the spine.

Joimax spine instruments are specially developed for precise radiofrequency application. Safe coagulation and ablation of the nerve structures can be achieved by working frequency of 4 MHz, an effective tissue-preserving coagulation system. o. Fetal Scan USG: Voluson E10 is a premium 4D ultrasound machine specifically designed for women's health, including fetal scanning. It offers advanced imaging capabilities, including high-resolution 2D and 3D/4D imaging, specialized fetal heart tools, and AI-powered automation to enhance efficiency and diagnostic confidence. The E10 is known for its ability to capture detailed images of the fetus, including the fetal heart, and for its innovative features like HDlive, which provides realistic anatomical views. Key features for fetal scanning with the Voluson E10: Advanced Imaging Capabilities, Specialized Fetal Heart Tools, AI-Powered Automation. p. Urology Laser Treatment: A thulium laser is a type of medicallaser, often used in urology for stone fragmentation (lithotripsy) and soft tissue ablation, including prostate procedures. It is known for its precision, efficiency, and ability to be used in various surgical modes, making it a versatile tool. The thulium laser is used to break down kidney stones and other urinary tract stones. Its ability to fragment stones into smaller pieces, even down to dust, is a significant advantage. It can be used for precise cutting, vaporization, and coagulation of soft tissues, making it useful for procedures like prostate enucleation (removing prostate tissue) and bladder tumor resection. q. HIPEC Treatment: Hyperthermic Intraperitoneal Chemotherapy, is a cancer treatment that involves delivering heated chemotherapy directly into the abdominal cavity after surgical removal of cancerous tumors. This technique is primarily used for advanced abdominal cancers, including those arising from the appendix, colon, ovaries, and stomach. The heat enhances the chemotherapy's ability to kill cancer cells, while the direct application minimizes systemic side effects. HIPEC is a two-step procedure that combines cytoreductive surgery (removing visible tumors) with the direct application of heated chemotherapy within the abdomen. HIPEC is used to treat advanced abdominal cancers, particularly those that have spread to the peritoneum (the lining of the abdomen). It's often used for peritoneal carcinomatosis (cancer that has spread to the peritoneum), Peritoneal mesothelioma & Cancers of the appendix, colon, ovaries, and stomach.

b. Expenditure on Research and Development: Nil