Apollo Hospitals Enterprise Ltd

TO THE SHAREHOLDERS

Your Directors are pleased to present the FORTY FIRST ANNUAL REPORT and the audited financial statements for the year ended 31st March 2022.

Financial Results

Transfer of Business Undertaking

Based on a review of the long term strategy for the Pharmacy Distribution business and the online digital healthcare platform Apollo 24x7, the Board at its meeting held on 23rd June 2021, approved the proposal for going ahead with the transfer of the business undertaking comprising of the Pharmacy Distribution business and Apollo 24x7 online digital healthcare platform on a slump sale basis to a wholly owned subsidiary company, Apollo HealthCo Limited for a net consideration of Rs12,100 million (Rupees Twelve Thousand One Hundred Million Only) which is in excess of the networth of the Business Undertaking transferred to Apollo HealthCo Limited. This move is expected to result in the following benefits:

1. Facilitate creation of India's largest omni - channel digital healthcare delivery platform and thereby enable huge funneling potential for healthcare consumers into the Apollo ecosystem

2. Enable the process of combining the strength of the Apollo Hospitals Group's offline healthcare leadership with new age digital offerings to address all healthcare consumer needs

3. An asset light approach (through digital offerings) would be followed to fuel growth and achieve the objective of getting 100 million targeted registered users on the Apollo 24x7 digital platform in the next 5 years

4. An appropriate platform would be created for attracting a new pool of investor capital and to enable rapid scale up of the business, The transfer would include the Company's investment in the pharmacy retail business apart from all related assets and liabilities. The Company had obtained members approval on 14th August 2021 and also obtained approval from lenders and other statutory authorities.

The Business Transfer agreement was entered into between the Company and Apollo HealthCo Limited and the transfer of the business undertaking to Apollo HealthCo Limited was completed on 16th March 2022. Consequently the Pharmacy Distribution has been classified as discontinued operations and the prior period figures have been restated accordingly.

Consequent to the above re-organisation, the Company is engaged only in healthcare business and therefore has only one reportable segment as at March 31, 2022. On account of the said change in the composition of reportable segments, the corresponding information of standalone financials relatiing to earlier periods/year have been restated as prescribed by IND AS 108.

The Standalone financials for the year ended March 31, 2022 are not comparable with the financials for the year ended March 31, 2021 which included the front end retail pharmacy business, included in the standalone pharmacy segment, until its effective date of transfer i.e 1st September 2020.

Results of Operations

During the year under review, the income from operations of the Company grew by 31% to Rs60,983million in FY 22 compared to Rs 46,539 million in the previous year. The profit after tax for the year increased by 534% to Rs6,652 million compared to Rs1,050 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased by 39% to Rs146,626 million compared to Rs105,600 million. Net profit after minority interest for the group improved by 710% to Rs11,084 million compared to Rs1,368 million in the previous year.

Consolidated Financial Statements

In accordance with the 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: 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.

Scheme of Amalgamation

The Company had received approval from the Regional Director, Ministry of Corporate Affairs on June 28, 2021 for the Scheme of Amalgamation with the following wholly owned subsidiary companies: a. Apollo Home Healthcare (India) Limited (AHHCL) and b. Western Hospitals Corporation Private Limited (WHCPL) The Appointed Date for the scheme was 1st April 2020 and the entire assets and liabilities of AHHCL and WHCPL have been transferred to and recorded by the Company at the respective book values. The entire share capital of AHHCL and WHCPL held by the Company, stood cancelled without any further act or deed and no consideration was issued upon the amalgamation coming into effect.

Dividend

The Board of Directors have recommended a dividend of Rs11.75 per equity share (235% on face value of Rs5/-per share) on the paid-up equity share capital of the company for the financial year ended 31st March 2022 amounting to Rs1,689 million which if approved, at the forthcoming Annual General Meeting on 25th August 2022, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 19th August 2022. 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 Register of Members and Share Transfer Books will remain closed from Saturday, 20th August 2022 to Thursday, 25th August 2022 (both days inclusive).

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 dividend after deduction of tax at source.

The Board approved and adopted a dividend distribution policy at its meeting held on 30th May 2017 which is annexed herewith as Annexure – I to this report and also posted on the Company's website: www.apollohospitals.com.

Subsidiaries, Associate Companies and Joint Ventures

At the beginning of the year, your Company had eighteen direct subsidiaries, ten step down subsidiaries, four joint ventures and three associate companies. As on 31st March 2022, your Company had eighteen direct subsidiaries, twelve 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 Healthcare 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 Pvt Limited (SBPL), Apollo Rajshree Hospitals Pvt Limited (ARHPL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Hospitals International Limited (AHIL), Future Parking Pvt Limited (FPPL), Apollo Medics International Lifesciences Limited (MEDICS), Apollo HealthCo Limited (AHCL), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Pvt Limited (ASHPL), Alliance Dental Care Limited (ADCL), Apollo Dialysis Pvt Limited (ADPL), Apollo CVHF Limited (CVHF), Apollo Bangalore Cradle Limited (ABCL), Kshema Healthcare Pvt Limited (KHPL), AHLL Diagnostics Limited (ADL), AHLL Risk Management Pvt Limited (ARMPL), Surya Fertility Centre Private Limited (SFC), Asclepius Hospitals & Healthcare Pvt Limited (ACHL) and Apollo Hospitals North Limited (AHNL) pursuant to Section 129 read with Rules 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, 2022, ABMCL recorded an income of Rs8.12 million and a net profit of Rs 6.42 million.

2. Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bedded multi speciality hospital at Kakinada. For the year ended 31st March, 2022, SHEL recorded an income of Rs504.03 million and a net profit of Rs72.09 million.

3. Apollo Health and Lifestyle Limited (AHLL)

AHLL, is a 68.20% 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, 2022, AHLL recorded an income of Rs7,198.20 million and a net profit of Rs610.10 million.

4. 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.

5. Apollo Hospital (UK) Limited (AHUKL)

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

6. Apollo Hospitals Singapore Pte Limited (AHSPL)

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

7. Apollo Multispeciality Hospitals Limited (AMSHL)

AMSHL, is a wholly owned subsidiary of the Company which owns a 750 bed multi speciality hospital in Kolkata. For the year ended 31st March 2022, AMSHL recorded an income of Rs8,352.85 million and a net profit of Rs513.61 million.

8. Apollo HealthCo Limited (AHCL)

AHCL, is wholly owned subsidiary of the Company, which is engaged in the business of pharmacy distribution and providing healthcare services through online technology platforms. For the year ended 31st March 2022, AHCL recorded an income of Rs 2,295.92 million and net loss of Rs4.22 million.

9. Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, is a 90% subsidiary of the company which owns a 290 beded multi-specialty hospital at Bengaluru. For the year ended 31st March, 2022, IHRCL recorded an income of Rs3,135.81 million and a net profit of Rs304.30 million.

10. 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 Rs854.47 million and a net profit of Rs 82.66 million.

11. 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

Rs 8.17 million and a net profit of Rs6.38 million.

12. 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 31st March, 2022, SBPL recorded an income of Rs 25.36 million and a net loss of Rs1.21 million.

13. 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, 2022, ARHPL recorded an income of Rs987.6 million and a net profit of Rs77.80 million.

14. Apollo Lavasa Health Corporation Limited (ALHCL)

ALHCL, a 51% subsidiary of the company, runs a hospital at Lavasa. For the year ended 31st March, 2022, ALHCL recorded a net loss of Rs26.89 million.

15. Assam Hospitals Limited (AHL)

AHL, a 66.70% subsidiary of the company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2022, AHL recorded an income of Rs1,735.94 million and a net profit of Rs181.19 million.

16. 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, 2022, AHIL recorded an income of Rs2,082.79 million and a net profit of Rs167.26 million

17. 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 Rs50.38 million and a net loss of Rs20.98 million

18. Apollo Medics International Lifesciences Limited (MEDICS)

MEDICS, is a 51% subsidiary of the company which owns a 330 bedded multi-specialty hospital at Lucknow. For the year ended 31st March, 2022, Medics recorded an income of Rs2,765.69 million and a net profit of Rs 339.66 million

19. Apollo 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, 2022, ASHPL recorded an income of Rs4,807 million and a net loss of Rs302.8 million.

20. 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 31st March, 2022, ASCL recorded an income of Rs241.5 million and a net profit of Rs23.5 million.

21. 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 Rs281.75 million and a net loss of Rs3.1 million for the year ended 31st March 2022.

22. 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 2022, ADPL recorded a revenue of Rs563.16 million and a net profit of Rs19.10 million.

23. AHLL Diagnostics Limited (ADL)

ADL, a subsidiary of Apollo Health and Lifestyle Limited is yet to commence its operations.

24. AHLL Risk Management Private Limited (ARML)

ARML, a subsidiary of Apollo Health and Lifestyle Limited had recorded an income of Rs0.07 million and a net loss of Rs3.15 million.

25. Apollo CVHF Limited (CVHF)

CVHF, a subsidiary of Apollo Hospitals International Limited is in the business of providing healthcare services. For the year ended 31st March, 2022, CVHF recorded an income of Rs299.14 million and a net loss of Rs2.48 million.

26. 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, 2022, ABCL recorded an income of Rs533.1 million and a net profit of Rs65 million

27. Kshema Healthcare Private Limited (KHPL)

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

28. 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, 2022, SFC recorded an income of Rs39.9 million and a net profit of Rs0.86 million

29. Asclepius Hospitals & Healthcare Pvt Limited (ACHL)

ACHL, a subsidiary of Assam Hospitals Limited owns a 200 bedded hospital in Guwahati, Assam. For the year ended 31st March, 2022, ACHL recorded an income of Rs941.86 million and a net loss of Rs194.56 million

30. Apollo Hospitals North Limited (AHNL) AHNL, a wholly owned subsidiary of the Company is yet to commence its operations.

Investments

Apollo Multispeciality Hospitals Limited (AMSHL) (formerly known as Apollo Gleneagles Hospital Limited)

The Board of Directors, in their meeting held on November 11, 2020 approved the proposal to acquire the 50% equity stake held by Gleneagles Development Pte Ltd., Singapore in AMSHL, in which the Company held a 50% equity stake at a consideration of Rs4,100 million. The Company completed the acquisition of 50% equity stake held in AMSHL by Gleneagles Development Pte Limited on 22nd April 2021. AMSHL became a wholly-owned subsidiary of the company effective from April 22, 2021, and the name of the Company was changed from Apollo Gleneagles Hospital Limited to Apollo Multispeciality Hospitals Limited subsequently based on the approval obtained from the Ministry of Corporate Affairs on 5th May 2021.

Divestment of stake in Apollo Medicals Private Limited

As a part of re-organisation of the identified business undertaking comprising of the pharmacy distribution business and online technology platform Apollo 24:7, the Company's equity stake in Apollo Medicals Private Limited (AMPL) (an associate) was transferred to Apollo HealthCo Limited, a wholly owned subsidiary of the Company through a slump sale process.

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 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. 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.

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.

Business Responsibility and Sustainability Report

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report. While BRSR reporting was purely voluntary for FY 2021-2022, the Company decided to pro-actively comply with the BRSR guidelines from FY22 itself.

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, 4 complaints were received under the policy, 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 www.apollohospitals.com.

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 2022 were Rs1.13 million (Rs1.28 million as on 31st March 2021) 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 2022. 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 (b) of the SEBI Listing Regulations, as amended from time to time.

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.

Changes in Board Composition New Directors

During the year, Shri. Som Mittal and Smt. Rama Bijapurkar were both inducted as Independent Directors for a term of 5 (five) consecutive years, with effect from July 21, 2021 and November 12, 2021 respectively.

The Company received declarations from both Shri. Som Mittal and Smt. Rama Bijapurkar confirming that they meet the criteria of independence prescribed under the Act and Regulation 25 of the Listing Regulations.

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.

Remuneration Policy

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

Meetings of the Board

The Board met eight 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 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, 2022 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, 2022 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 paid-up Equity Share Capital as on March 31, 2022 was Rs718.93 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, 2022, 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.

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. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions other than the transactions stated in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

None of the Directors have any pecuniary relationships or transactions vis-?-vis the Company.

Termination of GDR Program

The Board of the Company at its meeting held on 12th February 2021 had resolved to terminate the GDR program. The notice of termination of the GDR program was sent to all GDR holders on 25th February 2021 by Bank of New York Mellon, Custodian of GDR which will be effective from 26th March 2021. The holders could surrender their GDRs to Bank of New York Mellon, for delivery of underlying equity shares up to the period of March, 2022, subsequent to which Bank of New York Mellon, Custodian would attempt to sell the underlying shares and distribute the net proceeds to the respective GDR Holders.

As on March 31, 2022, the total outstanding GDRs was 88,607 representing 0.06% of the paid up share capital of the Company. All the GDRs were subsequently converted into underlying equity shares. There are no outstanding GDRs as on date and the GDR programme was terminated and delisted from the Luxembourg Stock Exchange.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of Section 136(1) read with the relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

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 2021-2022 is annexed herewith as "Annexure A".

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants having registration No. 117366W/ W100018 were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 36th AGM held on 20th September 2017, until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules 2014. The Board is of the opinion that the continuation of M/s. Deloitte Haskins & Sells LLP, as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for the second and final term of five consecutive years, from the conclusion of the ensuing Annual General Meeting, till the conclusion of the Annual General Meeting to be held in the calendar year 2027, at such remuneration as may be mutually agreed and approved by the Board. The Report given by the Statutory Auditors on the financial statement of the Company for the year 2022 forms part of the Annual Report. The Notes on financial statement 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, 2022 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 Board 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 Rs1.50 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) is included at Item No. 8 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 2021-2022. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or 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, 2022.

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 C".

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.