Your Directors are pleased to present the FORTY SECOND ANNUAL REPORT and the audited financial statements for the financial year ended 31st March 2023.

Financial Results

Results of Operations

During the year under review, the income from operations of the Company grew by 7% to ' 65,248 million in FY 23 compared to '60,983 million in the previous year. The profit after tax for the year increased by 63% to ' 10,848 million compared to ' 6,652 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased by 13% to ' 166,125 million compared to ' 146,626 million in the previous year. Net profit after minority interest for the group declined by 24% to ' 8,443 million compared to ' 11,084 million in the previous year.

Consolidated Financial Statements

I n 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.

I n 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.

I n 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: www.apollohospitals.com. The documents will also be available for inspection during business hours at the registered office of the Company.

Material Changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. There has been no change in the nature of business of the Company.

Dividend

During the year, your Company declared an interim dividend of ' 6/- (120%) per equity share of face value of ' 5/- each amounting to ' 862.71 million and the said dividend was paid to the shareholders on 10th March 2023 whose names appeared in the register of members as on 24th February 2023, being the record date fixed for this purpose.

Your Directors are pleased to recommend a Final Dividend of ' 9/- (180%) per equity share of face value of ' 5/- each for the year ended 31st March, 2023.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on Wednesday, 30th August 2023 will be paid on or from 9th September 2023 to the Members whose names appear in the Register of Members, as on 19th August 2023, being the record date fixed for 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 this purpose.

The total dividend for the financial year, including the proposed Final Dividend amounts to ' 15/- per equity share and will aggregate to a sum of ' 2,156.77 million (300% on the face value of ' 5/- per equity share).

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

Dividend Distribution policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company had 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 to general reserve on declaration of dividend. The Board of Directors has decided to retain the entire amount of profits for FY 2022-2023 in the distributable retained earnings.

Subsidiaries, Associate Companies and Joint Ventures

At the beginning of the year, your Company had eighteen direct subsidiaries, twelve step down subsidiaries, two joint ventures and three associate companies As on March 31, 2023 your Company had twenty direct subsidiaries, fourteen step down subsidiaries, two joint ventures and three associate companies.

The statement containing the summarized financial position of the subsidiary companies viz., A.B. Medical Centres Limited (ABMCL), Samudra Health Care Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Hospitals Singapore Pte Limited (AHSPL), Apollo Health and Lifestyle Limited (AHLL), Total Health (TH), Imperial Hospital and Research Centre Limited (IHRCL), Apollo Multispeciality Hospitals Limited (AMSHL), Apollo Home Healthcare Limited (AHHL), Apollo Nellore Hospital Limited (ANHL), Sapien BioSciences Private Limited (SBPL), Apollo Rajshree Hospitals Private Limited (ARHPL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Hospitals International Limited (AHIL), Future Parking Private Limited (FPPL), Apollo Medics International Lifesciences Limited (MEDICS), Apollo Healthco Limited (AHCL), Apollo Hospitals North Limited (AHNL) and Kerala First Health Services Private Limited (KHSPL), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Private Limited (ASHPL), Alliance Dental Care Limited (ADCL), Apollo Dialysis Private Limited (ADPL), Apollo CVHF Limited (CVHF), Apollo Bangalore Cradle Limited (ABCL), Kshema Healthcare Private Limited (KHPL), AHLL Diagnostics Limited (ADL), AHLL Risk Management Private Limited (ARMPL), Surya Fertility Centre Private Limited (SFC), Apollo Cradle and Children Hospital Private Limited (ACCHPL), Asclepius Hospitals & Healthcare Private Limited (ACHPL), Baalayam Healthcare Private Limited (BHPL) and Sobhagya Hospital and Research Centre Private Limited (SHRCPL) pursuant to Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report.

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, 2023, ABMCL recorded an income of ' 7.78 million and a net loss of ' 35.18 million.

2. samudra Health Care 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, 2023, SHEL recorded an income of ' 475.75 million and a net profit of ' 63.63 million.

3. ApoIIo health and lifestyle limited (AHLL)

AHLL, 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 31st March, 2023, AHLL recorded an income of ' 5,423.90 million and a net loss of ' 361.10 million.

4. Total health (TH)

TH, 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.

5. Apollo hospital (uK) limited (AHuKL)

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

6. Apollo Hospitals singapore pte limited (AHspL)

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

7. Apollo Multispeciality Hospitals Limited (AMSHL)

AMSHL, a wholly owned subsidiary of the Company which owns a 750 bed multi speciality hospital in Kolkata. For the year ended 31st March 2023, AMSHL recorded a income of ' 10,050.47 million and a net profit of ' 1,059.92 million.

8. Apollo Healthco Limited (AHCL)

AHCL, a wholly owned subsidiary of the Company, which is engaged in the business of pharmacy distribution and providing healthcare services through digital platforms. For the year ended 31st March 2023, AHCL recorded an income of ' 67,044.74 million and net loss of ' 2,535.01 million

9. ApoIIo 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 650 bed multi speciality hospital. For the year ended 31st March, 2023, AHNL recorded an net loss of ' 114.64 million.

10. Imperial Hospital and Research Centre limited (IHRd)

IHRCL, a 90% subsidiary of the company which owns a 290 beds multi-specialty hospital at Bengaluru. For the year ended 31st March, 2023, IHRCL recorded an income of ' 3,687.93 million and a net profit of ' 477.53 million.

11 Apollo Home Healthcare limited (AHHL)

AHHL, a 89.69% 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 ' 643.38 million and a net loss of ' 85.12 million for the year ended 31st March 2023.

12. 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 ' 6.69 million for the year ended 31st March 2023.

13. sapien Biosciences private limited (sBpL)

SBPL, a 70% subsidiary of the Company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2023, SBPL recorded an income of ' 61.94 million and a net profit of ' 18.56 million.

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 31st March, 2023, ARHPL recorded an income of ' 1,081.55 million and a net profit of ' 36.60 million.

15. Apollo lavasa Health Corporation limited (ALHCL)

ALHCL, a 51% subsidiary of the Company, runs a hospital at Lavasa. For the year ended 31st March, 2023, ALHCL recorded a income of ' 2.05 million net loss of ' 16.12 million.

16 Assam Hospitals limited (AHL)

AHL, a 69.88% subsidiary of the Company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2023, AHL recorded an income of ' 1,733.25 million and a net profit of ' 181.68 million.

17. Apollo Hospitals International Limited (AHIL)

AHIL, a 50% subsidiary of the Company, runs a multi speciality hospital at Ahmedabad. For the year ended 31st March, 2023, AHIL recorded an income of ' 2,222.80 million and a net profit of ' 234.22 million

18. Future Parking Private Limited (FPPL)

FPPL, a subsidiary of the Company, has been promoted for the development of a Multi level Car parking facility at Wallace Garden, Nungambakkam, Chennai. FPPL recorded an income of ' 38.81 million and a net loss of ' 32.35 million

19. ApoIIo Medics international lifesciences limited (MEDICs)

MEDICS, a 51% subsidiary of the Company which owns a 330 beds multi-specialty hospital at Lucknow. For the year ended 31st March, 2023, Medics recorded an income of ' 3,251.11 million and a net profit of ' 386.54 million

20. Kerala First health Services private limited (KFHpL)

KFHPL, a 60% subsidiary of the Company, is engaged in the business of running a chain of in-patient Ayurveda hospitals with 8 centres across India. For the year ended 31st March, 2023, KFHPL recorded an income of ' 96.71 million and a net loss of ' 15.59 million

21. ApoIIo Speciality hospitals private limited (ASHpL)

ASHPL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running daycare surgery centres. For the year ended 31st March, 2023, ASHPL recorded an income of ' 5,056.70 million and a net loss of ' 218.89 million.

22. Apollo Sugar Clinics limited (ASd)

ASCL, a subsidiary of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2023, ASCL recorded an income of ' 310.10 million and a net profit of ' 54.30 million.

23. Alliance Dental Care limited (ADd)

ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental care centres and recorded an income of ' 414.60 million and a net profit of ' 11.90 million for the year ended 31st March 2023.

24. 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 31st March 2023, ADPL recorded a revenue of ' 794.40 million and a net profit of ' 44.30 million.

25. AHLL Diagnostics limited (ADL)

ADL, a subsidiary of Apollo Health and Lifestyle Limited had recorded a net loss of ' 0.10 million.

26. AHLL Risk Management private limited (ARML)

ARML, a subsidiary of Apollo Health and Lifestyle Limited had recorded a net loss of ' 3.30 million.

27. Apollo CVHF limited (CVHF)

CVHF, a subsidiary of Apollo Hospitals International Limited is in the business of providing cardiac healthcare services. For the year ended 31st March, 2023, CVHF recorded an income of ' 271.22 million and a net loss of ' 48.38 million.

28. Apollo Bangalore Cradle Limited (ABCL)

ABCL, a subsidiary of Apollo Speciality Hospitals Private Limited, is engaged in the business of running cradle centres. For the year ended 31st March, 2023, ABCL recorded an income of ' 562.50 million and a net profit of ' 69.70 million

29. Kshema Healthcare Private Limited (KHPL)

KHPL, a subsidiary of Apollo Speciality Hospitals Private Limited is yet to commence its operations

30. surya Fertility Centre private limited (sFC)

SFC, a subsidiary of Apollo Speciality Hospitals Private Limited is engaged in the business of running cradle and fertility centres. For the year ended 31st March, 2023, SFC recorded an income of ' 41.70 million and a net loss of ' 2.0 million

31. ApoIIo Cradle and Children hospital private limited (ACCHpL)

ACCHPL, a subsidiary of Apollo Speciality Hospitals Private Limited is engaged in the business of providing maternity and infant care services through various cradle hospitals. For the year ended 31st March, 2023, ACCHPL recorded an income of ' 23.50 million and a net profit of ' 0.60 million

32. Asclepius hospitals & healthcare private limited (ACHpL)

ACHPL, a subsidiary of Assam Hospitals Limited owns a 200 bedded hospital in Assam. For the year ended 31st March, 2023, ACHPL recorded an income of ' 947.61 million and a net profit of ' 67.75 million

33. sobhagya hospital and Research Centre private limited (sHRCpL)

SHRCPL, a subsidiary of Apollo Rajshree Hospitals Pvt Limited, owns a 150 bed hospital in Indore. For the year ended 31st March, 2023, SHRCPL recorded an income of ' 8.89 million and a net loss of ' 3.21 million.

34. Baalayam Healthcare private limited (BHpL)

BHPL, a subsidiary of Kerala First Health Services Private Limited has not yet commenced its operations.

Material subsidiary

In terms of the Company's Policy on determining "Material Subsidiary", during the financial year ended March 31,2023, Apollo Healthco Limited was determined as a Material Subsidiary whose income exceeds 10% of the consolidated income of the Company in the immediately preceding financial year.

Further details on the subsidiary monitoring framework have been provided as part of the Corporate Governance report.

InvestmentsKerala First Health services private Limited

During the year, the Company acquired a 60% equity stake in Kerala First Health Services Private Limited (KFHSL), which offers quality systems driven Ayurveda medical care services under the "AyurVAID Hospitals" brand, through a combination of primary and secondary equity investments for a consideration of ' 264 million. Consequently, KFHSL became a subsidiary of the Company.

Apollo Hospitals North Limited

During the year, the Company invested an amount of ' 2,750 million in the equity capital of Apollo Hospitals North Limited and also provided an unsecured loan amount of ' 2,157 million which was utilized for acquiring the assets of a hospital which is under commissioning at Gurugram, Haryana.

Apollo Health and Lifestyle Limited

During the year, the Company invested an amount of ' 350 million in the equity capital of Apollo Health and Lifestyle Limited by way of subscription of 2.63 million equity shares of face value of ' 10/- each at a price of ' 133/- per share (including premium of ' 123/-per share) on a rights basis.

Apollo Rajshree Hospitals Private Limited

During the year, the Company invested an amount of ' 55 million in the equity capital of Apollo Rajshree Hospitals Private Limited, by way of subscription of 910,449 million equity shares of face value of ' 10/- each at a price of ' 60/- per share (including premium of ' 50/- per share) on a rights basis

Apollo Healthco Limited

During the year, the Company invested an amount of ' 100 million in the equity capital of Apollo Healthco Limited and also provided an unsecured loan amount of ' 750 million for its business activities.

Assam Hospitals Limited

During the year, the Company invested an amount of ' 49 million in the equity capital of Assam Hospitals Limited, by way of acquisition of 268,000 equity shares of face value of ' 10/- each from the existing Shareholders.

stemcyte India Therapeutics Private Limited

During the year, the Company invested an amount of ' 1 million in the equity capital of Stemcyte India Therapeutics Private Limited, by way of acquisition of 129,902 equity shares of face value of ' 1/- each from the existing Shareholders.

Apollo Hospitals Singapore Pte Limited

During the year, the Company invested an amount of ' 37 million in the equity capital of Apollo Hospitals Singapore Pte Limited, by way of subscription of 600,000 equity shares of face value of SGD 1/- each.

Augnito India Private Limited

During the year, the Company invested an amount of ' 100 million in the capital of Augnito India Private Limited, by way of subscription of 100,000 Compulsorily Convertible Preference Shares of face value of ' 1,000/- each.

Compliance with FEMA Regulations

During the year, your Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with the FEMA regulations with respect to the downstream investments made including in Subsidiary Companies.

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 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 this Annual Report.

Business Responsibility and sustainability Report

As stipulated under the SEBI Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

sexual Harassment

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 an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the work place. During the year, 6 complaints were received under the policy and all of them were disposed off.

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 website 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 2023 were ' 0.84 million (' 1.13 million as on 31st March 2022) which were not claimed by the depositors.

Directors and other Key Managerial personnel (KMps)

Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive Directors and six Independent Directors as on 31st March 2023. 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.Sangita Reddy, 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, the Board recommends her reappointment. The notice convening the AGM, to be held on 30th August 2023, sets out the relevant details.

Re-appointment of Independent Directors

Pursuant to the provisions of the Companies Act, 2013 ("Act"), the shareholders at the 38th AGM of the Company held on 27th September 2019 appointed

(i) Dr. Murali Doraiswamy as an Independent Director to hold office for five consecutive years for a term up to 26th September 2023.

(ii) Shri. MBN Rao as an Independent Director to hold office for five consecutive years for a term up to 8th February 2024.

(iii) Smt. V. Kavitha Dutt as an Independent Director to hold office for five consecutive years for a term up to 8th February 2024.

The above said Independent Directors are eligible for reappointment 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 Resolutions at the AGM of the Company, the re-appointment of Dr. Murali Doraiswamy, Shri MBN Rao and Smt. V. Kavitha Dutt as Independent Directors for a second term of five consecutive years. The notice convening the AGM, to be held on 30th August 2023, sets out the relevant details respectively.

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. 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 Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

The Board met seven 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.

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 minimization 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 reports 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 have 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, 2023 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, 2023 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. f hat proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

Share Capital

The paid-up Equity Share Capital as on March 31, 2023 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, 2023, 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.

Debentures

During the year, the Company has issued and allotted 1,050 unsecured, redeemable non-convertible debentures of the face value of ' 1 million each with a coupon rate of 7.70% aggregating to ' 1050 million to Institutional Investors on a private placement basis . The debentures are redeemable on 12th January 2024 and have been listed and admitted to dealing on the wholesale debt market segment of NSE Limited w.e.f. 16th December 2022.

Credit Rating

CRISIL has given the credit rating of CRISIL AA /Stable for Company's long term bank credit facilities and CRISIL A1 for short term (working capital) facilities.

The Company’s debt instruments 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 Ratings 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 ' 10.00 billion 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 FY 2022-23.

The details of RPTs during the financial year, including transactions with person or entity 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 Non-Executive 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/apollo_pdf/RPT_Policy_2022.pdf

particulars of Employees and Remuneration

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.

Employee Stock Options

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

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has 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 2022-2023 is annexed herewith as Annexure A.

Statutory Auditors

The Members at the Annual General Meeting held on 25th August 2022 had approved the re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as statutory auditors for the second and final term of five consecutive years, to hold office from the conclusion of the 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting to be held in the year 2027.

The Report given by Statutory Auditors on the financial statement of the Company for the year 2023 is part of the Annual Report. The Notes on the financial statements referred to in the Auditors' 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, 2023 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 2022-2023 on a remuneration of ' 1.50 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) for the financial year 2023-24 is included at Item No. 9 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 had appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report for the financial year ended March 31,2023 is annexed herewith as Annexure B. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company's unlisted subsidiary, Apollo HealthCo Limited (AHCL) had also undergone Secretarial Audit in terms of Regulation 24A of the Listing Regulations and Circulars/Guidelines issued thereunder. The Secretarial Audit Report of AHCL for the financial year ended March 31,2023 is annexed herewith as Annexure B1. The Secretarial Audit Report also does not contain any qualification, reservation, adverse remark.

Statutory Auditors and Secretarial Auditors Report

The Directors hereby confirm that there is no qualification, reservation or adverse remark made by the statutory auditors of the company or in the secretarial audit report by the practicing company secretary for the year ended 31st March, 2023.

Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has 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" during the year.

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.

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) 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/ investor.relations.

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.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : August 3, 2023 Executive Chairman

DIN: 00003654