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

Financial Results

Results of Operations

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

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

Consolidated Financial Statements

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

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

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

Material Changes and Commitments Affecting the
Company

Composite Scheme of Arrangement

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

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

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

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

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

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

Strategic Rationale for the Proposed Structure

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

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

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

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

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

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

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

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

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

Shareholding Structure of Apollo HealthCo Limited
(“AHL”)

AHEL (incl. economic interest) 59.20%

Keimed Shareholders 25.70%

Advent International 12.10%

ESOP 3.00%

Total 100.0%

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

Shareholding Structure (Proposed) in the New Co
AHEL (incl. economic interest) 17.50%

AHEL Shareholders 42.10%

Keimed Shareholders 25.30%

Advent International 12.10%

ESOP 3.00%

Total 100.0%

Rationale for AHEL retaining a 15% direct stake in the
New Co post scheme effectiveness:

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

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

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

• Provides future liquidity to fund its growth plans

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

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

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

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

Dividend

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

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

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

Tuesday, August 19, 2025, being the record date fixed 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 ' 19/- per equity and will
aggregate to a sum of ' 2,731.91 million (380% on the face
value of ' 5/- per equity share). The dividend recommended
is in accordance with the Company's Dividend Distribution
Policy.

In view of the changes made under the Income-tax Act,
1961, by the Finance Act, 2020, dividends paid by the
Company shall be taxable in the hands of the shareholders.
Your Company shall, accordingly, make the payment of 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 have decided to retain the entire amount of profits
for 2024-25 in the distributable retained earnings.

Subsidiary Companies

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

Wholly Owned Subsidiaries:

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

2. Samudra Healthcare Enterprises Limited (SHEL),

3. Total Health (TH)

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

5. Apollo Hospitals Singapore Pte Limited (AHSPL),

6. Apollo Multispeciality Hospitals Limited (AMSHL),

7. Apollo Hospitals North Limited (AHNL),

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

9. Apollo Healthco Limited (AHCL),

10. Apollo Health and Lifestyle Limited (AHLL),

11. Apollo Home Healthcare Limited (AHHL),

12. Apollomedics International Lifesciences Limited
(MEDICS),

13. Apollo Nellore Hospital Limited (ANHL),

14. Apollo Rajshree Hospitals Private Limited (ARHPL),

15. Apollo Hospitals International Limited (AHIL),

16. Assam Hospitals Limited (AHL),

17. Apollo Lavasa Health Corporation Limited (ALHCL),

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

19. Future Parking Private Limited (FPPL),

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

21. Sapien Biosciences Private Limited (SBPL),

22. Health Axis Private Limited, (HAPL)

23. Apollo Hospitals Worli LLP (AHWL)

Stepdown Subsidiaries:

24. Apollo Specialty Hospitals Private Limited (ASHPL),

25. AHLL Diagnostics Limited (ADL),

26. AHLL Risk Management Private Limited (ARMPL),

27. Apollo Dialysis Private Limited (ADPL),

28. Alliance Dental Care Limited (ADCL),

29. Apollo Sugar Clinics Limited (ASCL),

30. Care Diagnostics Private Limited (CDPL),

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

32. Apollo Spectra Centres Private Limited (ASCPL),

33. Apollo Fertility Centre Private Limited (APFC),

34. Apollo CVHF Limited (ACVHF),

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

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

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

37. Baalayam Healthcare Private Limited (BHPL)

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

39. Apollo 24|7 Insurance Services Limited,

Performance Highlights of the Subsidiaries
Wholly Owned Subsidiaries:

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

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

2. Samudra Healthcare Enterprises Limited (SHEL)

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

3. Total Health (TH)

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

4. Apollo Hospital (UK) Limited (AHUKL)

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

5. Apollo Hospitals Singapore Pte Limited (AHSPL)

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

6. Apollo Multispeciality Hospitals Limited (AMSHL)

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

7. Apollo Hospitals North Limited (AHNL)

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

8. Apollo Hospitals Jammu and Kashmir Limited
(AHJKL)

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

Direct Subsidiaries:

9. Apollo Healthco Limited (AHL)

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

10. Apollo Health and Lifestyle Limited (AHLL)

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

11. Apollo Home Healthcare Limited (AHHL)

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

12. Apollomedics International Lifesciences Limited
(MEDICS)

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

13. Apollo Nellore Hospital Limited (ANHL)

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

14. Apollo Rajshree Hospitals Private Limited (ARHPL)

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

15. Apollo Hospitals International Limited (AHIL)

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

16. Assam Hospitals Limited (AHL)

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

17. Apollo Lavasa Health Corporation Limited (ALHCL)

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

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

18. Imperial Hospital and Research Centre Limited
(IHRCL)

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

19. Future Parking Private Limited (FPPL)

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

20. Kerala First Health Services Private Limited
(KFHPL)

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

21. Sapien Biosciences Private Limited (SBPL)

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

22. Health Axis Private Limited (HAPL)

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

23. Apollo Hospitals Worli LLP (AHWL)

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

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

Step down Subsidiaries:

24. Apollo Specialty Hospitals Private Limited (ASHPL)

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

25. AHLL Diagnostics Limited (ADL)

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

26. AHLL Risk Management Private Limited (ARMPL)

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

27. Apollo Dialysis Private Limited (ADPL)

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

28. Alliance Dental Care Limited (ADCL)

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

29. Apollo Sugar Clinics Limited (ASCL)

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

30. Care Diagnostics Private Limited (CDPL)

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

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

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

32. Apollo Spectra Centres Private Limited (ASCPL)

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

33. Apollo Fertility Centre Private Limited (AFCPL)

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

34. Apollo CVHF Limited (CVHF)

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

35. Apollo Amrish Oncology Services Private Limited
(AAOSL)

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

36. Asclepius Hospitals & Healthcare Private Limited
(AHHPL)

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

37. Baalayam Healthcare Private Limited (BHPL)

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

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

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

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

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

Material Subsidiary

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

Investments

Assam Hospitals Limited

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

Apollo Hospitals Singapore Pte Limited

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

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

Apollo Hospitals Worli LLP

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

Opti Health Innovation Private Limited (OHIPL)

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

Corporate Governance

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

Management Discussion and Analysis Report

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

Business Responsibility and Sustainability Report

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

Sexual Harassment Policy

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

Vigil Mechanism/Whistle Blower Policy

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

Particulars of Loans, Guarantees and Investments

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

Fixed Deposits

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

Directors and Key Managerial Personnel (KMPs)

Board Composition and Independent Directors

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

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

Lead Independent Director

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

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

Retirement by Rotation

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

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

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

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

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

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

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

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

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

Key Managerial Personnel

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

Board Evaluation

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

Nomination & Remuneration Policy

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

Meetings of the Board

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

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

Risk Management

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

Internal Financial Controls and their Adequacy

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

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

The Board of Directors has laid down internal financial
controls to be followed by the Company and the policies
and procedures to be adopted by the Company for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information.
The Audit Committee evaluates the internal financial control
systems periodically.

Significant and Material Orders Passed by the
Regulators or Courts

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

Directors’ Responsibility Statement

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

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

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

c. that proper and sufficient care has been taken for
the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. that the annual financial statements have been
prepared on a going concern basis;

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

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

Share Capital

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

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

Employee Stock Option Scheme

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

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

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

Credit Rating

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

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

Contracts and Arrangements with Related Parties

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

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

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

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

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

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

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

Particulars of Employees and Related Disclosures

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

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

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

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

Corporate Social Responsibility Initiatives

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

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

Statutory Auditors

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

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

Cost Auditors

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

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

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

Secretarial Auditors

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

Secretarial Auditors Report

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

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

Secretarial Audit of Unlisted Material Indian Subsidiary

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

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

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

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

Reporting of Frauds by Auditors

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

Other Disclosures

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

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

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

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

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

Information as required to be disclosed on conservation
of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of The
Companies (Accounts) Rules, 2014, is annexed herewith as
Annexure G.

Annual Return

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

Acknowledgement

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

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

For and on behalf of the Board of Directors
APOLLO HOSPITALS ENTERPRISE LIMITED

Dr. Prathap C Reddy

Place : Chennai Executive Chairman

Date : July 28, 2025 (DIN : 00003654)