Directors Report of Indraprastha Medical Corporation Ltd.

Mar 31, 2025

Your Directors are pleased to present the thirty-seventh Annual Report and the audited financial statements for the financial year
ended March 31,2025.

FINANCIAL RESULTS

Particulars	FY 2024-25	FY 2023-24
Income from Operations	1,356.36	1,244.70
Profit before tax	216.32	166.11
Provisions for Tax	55.33	42.15
Profit for the year	160.99	123.96
Earnings per share	17.56	13.52

RESULTS OF OPERATIONS

During the year under review, the income from operations
of the Company grew by 9% to '' 1,356.36 Crores against
'' 1,244.70 Crores in the previous year.

The profit before tax increased by 30% to '' 216.32 Crores
as compared to '' 166.11 Crores in the previous year. The
profit after tax also increased by 30% to '' 160.99 Crores as
compared to '' 123.96 Crores in the previous year.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE COMPANY

No material changes and commitment affecting the financial
position of the Company, has occurred between the financial
year ended on March 31,2025, and the date of the report.
There has been no change in the nature of business of the
Company.

DIVIDEND

The Board of Directors have recommended a dividend of
'' 4.50 per equity share (45% on face value of '' 10 per
share) on the paid-up equity share capital of the Company
for the financial year ended March 31, 2025, amounting
to '' 41.25 Crores, which if approved, at the forthcoming
Annual General Meeting on September 24, 2025, will be
paid on or after September 28, 2025, to the Members
whose names appear in the Register of Members, as on
September 18, 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 dividend recommended is in accordance with the
Company''s Dividend Distribution Policy.

I n 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.

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 at https://www.
apollohospitals.com/region/delhi/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 FY 2024-2025 in the distributable retained earnings.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has no subsidiaries or associate companies.
Also, it does not have any joint venture operation with any
other entity.

THE STATE OF COMPANY AFFAIRS

The Hospital remained committed to providing world
class quality healthcare and services. Focus continued
on improving operational efficiencies across functions,
improving patient services and enhancing safety for patients
and staff.

During the year under review, several complex procedures
were performed by our team of clinicians, bringing respite to
many chronically ill patients and their families. The following
rare procedures were performed at the Indraprastha Apollo
Hospital:

• First robotic left lateral donor hepatectomy was
performed for a one-year-old child with biliary atresia,
with his father as the donor. Despite the complex
anatomy, the surgery went smoothly. The donor was
discharged on the sixth day, and the recipient was
discharged two and a half weeks post-transplant.

• A 16-year-old boy from Egypt with dilated
cardiomyopathy (DCMP) and end-stage heart failure
urgently needed a heart transplant but was too ill to
wait for a matching donor heart. In the year 2021, he
was implanted with a Heart Mate 3 LVAD and recovered
well. Since then, he had been on the waiting list for a
donor heart. During the year under review, matched
donor heart was found. The heart was retrieved and
he successfully underwent a Heart Transplant. His
recovery was smooth, and he was discharged after
eleven days. He continues to be on follow up with us.
This marks the 5th Heart Transplant at Indraprastha
Apollo Hospitals.

• A 31-year-old female from Kenya presented with
occasional back pain and abdominal pain. She was
diagnosed with Takayasu''s arteritis thoracoabdominal
aortic aneurysm (TAAA) and anti-nuclear antibodies
(ANA) positive. She was on immunosuppressants and
anticoagulation posing a significant challenge to the
treatment. After multi-disciplinary optimisation, she
underwent open repair of the TAAA. Her postoperative
period was complex but eventually patient made a
complete recovery and discharged after 10 days.

• A 46-year-old female was diagnosed with left eye
Choroidal Melanoma after experiencing flashes of
light and photopsia for two months. Fundoscopy and
CE-MRI of the orbit confirmed a choroidal melanoma
extending near the optic nerve without completely
covering it. For the first time, we successfully performed
GRS with ZAP-X on a patient with ocular melanoma,
delivering a precise dose to the lesion under anesthetic
sedation. The procedure was well tolerated, and at
the 1.5-month follow-up, the patient''s vision remains
intact, and she continues to do well.

• A 69-year-old male, presented with persistent
uncontrolled Hypertension on 4 Anti-hypertensive
drugs with Left Ventricular Failure. Patient had
significant coronary artery disease- status post PTCA
stent and Cerebrovascular Disease- Old Stroke, Status
post Carotid Artery Stenting and Vertebral Artery
stenting. He underwent Percutaneous sympathetic
Renal Denervation Therapy which successfully reduced
his Blood Pressure.

• A Computer-Assisted Reverse Shoulder Replacement
was successfully performed on a 67-year-old patient
suffering from chronic shoulder pain due to advanced
degenerative arthritis. The procedure utilised cutting-
edge 3D preoperative planning software, which
enabled precise implant positioning, enhanced surgical
accuracy, and is expected to significantly improve the
long-term function and durability of the prosthetic joint.

• A 22-year-old MBBS student, battling unexplained
transient ischemic attacks for years, faced a sudden
stroke. An extensive neurological and vascular
workup revealed -multiple pulmonary arteriovenous
malformations (PAVMs), two of which were critical,
a rare but dangerous condition allowing paradoxical
embolism. Using vascular plugs and coils, the largest
AVMs were embolised, successfully closing the
shunt and preventing further embolisation. Oxygen
saturation surged from critically low levels of 75% to
96%, cyanosis resolved, and clubbing regressed.

Apollo Hospital, Noida continued to perform well across all
operational parameters and remained one of the leading
destinations for Mother and Child Care, Minimal Invasive
Laparoscopic Surgeries, Dialysis & Daycare Chemotherapy
and Preventive Health Checks.

On a Public Interest Litigation (PIL) regarding free treatment
in the hospital, the Hon''ble Delhi High Court vide its order
dated September 22, 2009, has held that free treatment
provided by the hospital shall be inclusive of medicines &
medical consumables.

The Company has filed a Special Leave Petition (SLP) before
the Hon''ble Supreme Court of India challenging the order of
the Hon''ble Delhi High Court. The Hon''ble Supreme Court
has admitted the SLP and has passed an interim order on
November 30, 2009, pursuant to which, the Company has
been providing free treatment to the patients referred by the
Government of NCT of Delhi and has been charging only for

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

S. No.	Particulars	Status of the No. of complaints received and disposed off
1.	Number of complaints on Sexual harassment received	7
2.	Number of Complaints disposed off during the year	4 *
3.	Number of cases pending for more than ninety days	Not Applicable
4.	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees.
5.	Nature of action taken by the employer or district officer	Not Applicable

*In 3 complaints, enquiry by the ICC had not concluded at the end of the financial year.

medicines & medical consumables. The financial impact in
the matter can be quantified only after the final decision by
the Hon''ble Supreme Court of India.

The Directorate of Health Services, Government of NCT
of Delhi, has appointed a Nodal Medical Officer to be
permanently stationed in the Hospital to support, guide
and monitor the treatment of patients referred by the
Government.

The Company has moved an Interlocutory Application
before the Hon''ble Supreme Court seeking direction
that the conditions relating to provision of free treatment
facilities for patients belonging to indigent category to the
extent of 10% IPD and 25% OPD be made applicable to
the Company as have been made applicable in case of
other hospitals. Additionally, the Company has also made
representations before the Government of NCT of Delhi
to allow the Company to extend free treatment including
medicines and consumables up to 10% IPD and 25% OPD
as applicable to other hospitals.

During the year, a total of 45,133 patients (40,378 Out
Patients and 4,755 In Patients) were treated under the free
category.

Awards and Accolades

The Hospital received a number of awards and accolades
during the year. Some of them are as under: -

• Best Private Multispecialty Hospital in Delhi by The
Week - Hansa Research Survey.

• Sanjeevani 2024 healthcare and wellness Expo
Certificate of recognition in Pediatric hematology
& bone marrow transplant, Kidney transplant and
Radiation oncology.

• World’s best hospital by Newsweek.

• Excellence in clinical services by Association of
Healthcare Providers of India (AHPI).

• National winner sustainability award by CAHOCON.

• Best hospital in Neurology & Neurosurgery and
Oncology radiation by Medical Value Travel Award

• Codestemi-clinical effectiveness - Hospital Management
Asia.

• JCI Prime Certification.

Accreditation

Healthcare accreditation is one of the major steps towards
improving quality and patient safety. Indraprastha Apollo
Hospitals was the first hospital in the country to get Joint
Commission International (JCI) accreditation in the year
2005. It has been reaccredited for the seventh time in
December, 2023.This milestone is a testament to our
commitment to maintaining the highest standards of patient
care and safety.

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
Listing Regulations, forms an integral part of this report.
The requisite certificate from Mr. Baldev Singh Kashtwal,
Practicing Company Secretary, 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 Listing Regulations, forms
an integral part of this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In terms of the provisions of the Listing Regulations, the
Business Responsibility & Sustainability Report is not
appliable to Company.

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
an Internal Complaints Committee (ICC) 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 Whistle Blower Policy may be accessed on
the Company’s website on the https://cdn.apollohospitals.
com/delhi/2024/Whistle-Blower-Policy.pdf During the year,
no matter or incident has been received under the Whistle
Blower Policy of the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED

During the year, the Company has not given any loan or
made an investment, nor given any guarantee in terms of
Section 186 of the Companies Act, 2013.

DEPOSITS

During the year, the Company has not accepted any deposit
as contemplated under Chapter V of the Companies Act,
2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board Composition and Independent Directors

As at the end of the day on 31st March 2025, the Board
consisted of four Non-Executive - Non-Independent Director,
one Executive Director and six Independent Directors.

Independent directors are appointed, based on the
recommendation of the Nomination and Remuneration
Committee, for a term of five years and are not liable to retire
by rotation. In the opinion of the Board, the Independent
Directors fulfil the conditions specified in the Listing
Regulations and are independent of the management.

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.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfill the conditions
specified in the Act and the Listing Regulations and they are
independent of the management.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Dr.
Suneeta Reddy and Dr. Sangita Reddy, Directors, retire by
rotation at the ensuing Annual General Meeting and being
eligible, have offered themselves for re-appointment. Based
on the outcome of the performance evaluation process,
the Board recommends their reappointment. The notice
convening the AGM, to be held on September 24, 2025,
sets out the relevant details.

Change in Board Composition

Mr. Sandip Somany (DIN 00053597) and Mr. Tejpreet
Singh Chopra (DIN 00317683) have been appointed as
Independent Directors of the Company, for a period of 5
consecutive years effective from April 1,2024 to March 31,
2029.

Dr. Menaka Guruswamy (DIN 08742679) completed her
tenure viz. first term of five (5) consecutive years on May 22,
2025, as Independent Director on the Board of Directors
of the Company. Owing to her professional commitments
and law practice as a Senior Advocate at the Supreme
Court of India, she opted not to renew her second term as
an Independent Director on the Board of Directors of the
Company. Consequently, she ceased to be the Independent
Director of the Company.

Dr. Arun Rai (DIN 07159822) completed his tenure viz.
second term of five (5) consecutive years on May 25, 2025,
as Independent Director on the Board of Directors of the
Company. Consequently, he ceased to be the Director of
the Company.

Mr. Sudhir Jalan (DIN 00111118) has been appointed as
Independent Director of the Company, for a period of 5
consecutive years effective from August 6, 2025 to August
5, 2030.

The Company is yet to get nomination from the Govt. of NCT
of Delhi for appointment of 3 Directors including Chairman
of the Company.

The Board places on record its appreciation for the
invaluable contribution and guidance given by Dr. Arun Rai
and Dr. Menaka Guruswamy as Independent Director of the
Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, the Key Managerial Personnel of the
Company are Mr. Shivakumar Pattabhiraman - Managing
Director, Mr. C. P. Tyagi - Chief Financial Officer and
Mr. Priya Ranjan - Associate Vice President - Corporate
Affairs & Legal.

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 working of the Committees. The manner in which the
evaluation has been carried out has been enumerated in the
Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

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

MEETINGS OF THE BOARD

The Board met five 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, read with the
Listing Regulations.

RISK MANAGEMENT

The Board of Directors has 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 about risk assessment and
minimisation procedures. 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 Internal Audit function reports to the Audit Committee
to maintain its objectivity and independence. 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, 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, 201 3, 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, 2025,
was '' 91.67 Crores.

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.

EMPLOYEE STOCK OPTIONS

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

CREDIT RATINGS

During the year ended March 31,2025, ICRA has:

a) reaffirmed long-term - fund based - cash credit rating

of [ICRA]AA (pronounced ICRA Double A) for '' 32.50

Crores and short-term - non-fund based rating of

[ICRA]A1 (pronounced ICRA A One Plus) for '' 30

Crores bank facilities; and

b) assigned long term - fund based - term loan credit
rating of [ICRA]AA (pronounced ICRA Double A) for
'' 100.0 Crores, to 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 and approved by the Audit Committee.

During the year, the Company has 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. Since, there were no material transactions of
the Company with any of its related parties, disclosure of the
Related Party Transactions as required under Section 134(3)
(h) of the Companies Act, 2013, in AOC-2 is not applicable
to the Company.

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.

The policy on materiality of related party transactions as
approved by the Board may be accessed on the Company''s
website at https://cdn.apollohospitals.com/delhi/2024/
Policy-on-Related-Party-Transaction.pdf .

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

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.

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 -1.

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.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the
year under review.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under Corporate Social Responsibility
(CSR), the Company has undertaken projects in the areas
of Community 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 2024-25 is annexed herewith marked as
Annexure - 2 to this Report.

STATUTORY AUDITORS

The Members at the Annual General Meeting held on
September 23, 2022, had approved the re-appointment
of Statutory Auditors of your Company namely, M/s S.N.
Dhawan & Co., LLP, Chartered Accountants, for the second
and final term of five consecutive years, to hold office from
the conclusion of the 34th Annual General Meeting till the
conclusion of the 39th 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 financial year 2024-25
forms 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, 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 Devarajan Swaminathan
and Co., Cost Accountants (FRN 100669), to audit the cost
accounts of the Company for the financial year 2025-26 on
a remuneration of '' 6.50 Lacs.

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 Devarajan
Swaminathan and Co., Cost Accountants (FRN 100669), is
included at Item No. 7 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 RSM & Co., Peer Reviewed Firm of Practicing Company
Secretaries, (Firm Registration No. P1997DE017000),
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 RSM & Co., Practicing Company Secretaries,
stating that they satisfy the criteria provided under Section
204 of the Companies Act, 2013 read with Regulation 24A
of Listing Regulations 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 RSM
& Co., 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 Listing Regulations,
the Board had appointed M/s RSM & Co., a firm of Company
Secretaries in Practice, to conduct Secretarial Audit for the
financial year ended March 31,2025. The Secretarial Audit
Report for the financial year ended March 31, 2025, is
annexed herewith marked as Annexure - 3, to this Report.
During the period under review, the Company has
complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards etc. and the same is covered under
the Secretarial Audit Report, save and except that the Govt.
of NCT of Delhi - one of the promoters of the Company,
have not dematerialised their shareholding in the Company.
Requests have been made by the Company to the GNCTD
to get their shareholding dematerialised.

Internal Auditors

The Board of Directors of the Company based on the
recommendations of the Audit Committee, appointed M/s
SCV & Co. LLP., as Internal Auditors to conduct Internal
Audit of the Company for a period up to September 30,
2027.

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 auditors 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
the Company under the Insolvency and Bankruptcy
Code, 2016, which materially impact the business of
the Company.

c) There were no instances where the 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, 201 4, is annexed herewith marked as
Annexure - 4 to this Report.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with
section 1 34(3)(a) of the Companies Act, 201 3, and Rules
framed thereunder, an annual return in the prescribed format
for the financial year 2024-25 is available on the website of
the Company at https://www.apollohospitals.com/region/
delhi/investor-relations/ .

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of
the contribution made by the consultant doctors and 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, bankers and other
financial institutions, the Government of NCT of Delhi and
shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Dr. Prathap C. Reddy

Vice Chairman
(DIN 00003654)

Place : New Delhi
Date : August 6, 2025

---

Mar 31, 2024

Your Directors are pleased to present the thirty-sixth Annual Report and the audited financial statements for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

(Rs. in crore except per share data)

Particulars	FY 2023-24	FY 2022-23
Income from Operations	1244.70	1098.67
Profit before tax	166.11	117.18
Provisions for Tax	42.15	31.03
Profit for the year	123.96	86.15
Earnings per share	13.52	9.40

RESULTS OF OPERATIONS

During the year under review, the Company recorded income from operations Rs. 1244.70 crore against Rs. 1098.67 crore in the corresponding period last fiscal - an increase of 13%.

The Profit Before Tax for financial year ended 31^st March, 2024, stood at Rs. 166.11 crore as compared to profit of Rs. 117.18 crore for the corresponding period of the previous year - an increase of 42%. The Profit After Tax for year ended 31^st March, 2024, stood at Rs. 123.96 crore as compared to a profit of Rs. 86.15 crore for the corresponding period of the previous year - an increase of 44%.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

No material changes and commitment affecting the financial position of the Company, has occurred between the financial year ended on 31^st March, 2024, and the date of the report. There has been no change in the nature of business of the Company.

DIVIDEND

The Board of Directors have recommended a dividend of Rs. 4.50 per equity share (45% on face value of Rs. 10 per share) on the paid-up equity share capital of the company for the financial year ended 31^st March, 2024, amounting to Rs. 41.25 crores, which if approved, at the forthcoming Annual General Meeting on 24^th September, 2024, will be paid to those shareholders whose names appear in the Register of Members as at the closing

hours of business on 24^th September, 2024. 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.

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.

DIVIDEND DISTRIBUTION POLICY

The Board approved and adopted a dividend distribution policy which is posted on the Company''s website at https:// www.apollohospitals.com/delhi/pdf/Dividend-Distribution-Policv.pdf

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriation in the current year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiaries or associate companies. Also, it does not have any joint venture operation with any other entity.

THE STATE OF COMPANY AFFAIRS

Your Company has reassessed and innovated its practices, enhancing both service delivery and the skillset of the doctors and support staff. With this forwardthinking mindset, the Company has introduced numerous subspecialized services across all disciplines, aiming to provide the best possible care to the patients.

Today, your Company is the first and only centre in North India to perform Robotic Cardiac Surgeries at a large scale. The Company has successfully performed more than 30 robotic cardiac surgeries, with zero mortality and it is working towards making Aortic surgeries easily accessible for the affected segment. Your Hospital performs the largest number of Leadless pacemakers in India. One particularly heart-warming success story is that of a 2-year-old child with a failing heart, who was sustained on a Berlin Heart, an artificial heart, for four months. During

this time, a suitable cadaveric heart became available for donation. The child subsequently underwent a successful heart transplant and was later discharged. Stories like this reaffirms our belief in hospital''s significant contribution to the betterment of the society.

Your Hospital continues to prioritize preventive healthcare and remains focused on initiatives like ProHealth ZEN and personalized health checks.

Several complex procedures were performed by the team of clinicians, bringing respite to many chronically ill patients and their families.

During the year under review, the following rare procedures were performed at the hospital: -

• A 70-year-old Australian woman with possible recurrence of ovarian/fallopian tube cancer, initially treated in 2015, underwent a laparoscopic excision of the recurrent tumor and umbilical nodule followed by dendritic cell therapy (DCT), which is an advanced treatment option using the patient''s immune cells to target cancer.

• An “ascending aorta and aortic arch replacement with frozen elephant trunk” was performed in a 58-year-old Kenyan patient with an ascending aorta aneurysm with dilated aortic arch and ulcer in proximal descending aorta. All the arch branches were reimplanted onto the prosthetic graft. The part of the procedure was done on “total circulatory arrest” using a special hybrid graft “Thoraflex”.

• The first robotic hip replacement using the direct anterior approach (bikini incision hip replacement) was performed for the first time in North India. It enhances accuracy and reduces complications.

• The first supine PCNL for renal stones is an evolutionary change in the procedure and was performed for the first time in Apollo Delhi.

• Successful Reverse Shoulder Replacement for Neglected Proximal Humerus Fracture in a 75-year-old male presenting with a painful left shoulder for the past 9 months following a fall. It was a challenging case as there was severe osteoporosis with proximal humeral bone loss and atrophied shoulder girdle musculature.

• A multidisciplinary team, including Physicists, Neurosurgeons, ENT specialists, and Oncologists, successfully treated over 30 patients with various conditions using Stereotactic Gyroscopic Radiosurgery (Zap-X) for the first time in South Asia, with ongoing active follow-up.

Awards and Accolades

The Hospital received a number of awards and accolades during the year. Some of them are as under: -

• Best Private Multispecialty Hospital in Delhi by The Week - Hansa Research Survey

• AHPI Award validation survey

• Best patient centric hospital Award received from AHPI

• Fire and Life Safety Excellence Award in the North Region received from CAHOCON

• 2^nd Prize in Poster and Paper presentation on RFID Project in Blood Bank

Accreditation

Healthcare accreditation is one of the major steps towards improving quality and patient safety. Your Hospital was the first hospital in the country to get Joint Commission International (JCI) accreditation in the year 2005. It has been reaccredited for the seventh time in December, 2023.This milestone is a testament to our commitment to maintaining the highest standards of patient care and safety.

On a Public Interest Litigation (PIL) regarding free treatment in the hospital, the Hon''ble Delhi High Court vide its order dated 22^nd September, 2009, has held that free treatment provided by the hospital shall be inclusive of medicines & medical consumables.

The Company has filed a Special Leave Petition (SLP) before the Hon''ble Supreme Court of India challenging the order of the Hon''ble Delhi High Court. The Hon''ble Supreme Court has admitted the SLP and has passed an interim order on 30^th November, 2009, pursuant to which, the Company has been providing free treatment to the patients referred by the Government of NCT of Delhi and has been charging only for medicines & medical consumables. The financial impact in the matter can be quantified only after the final decision by the Hon''ble Supreme Court of India.

The Directorate of Health Services, Government of NCT of Delhi, has appointed a Nodal Medical Officer to be permanently stationed in the Hospital to support, guide and monitor the treatment of patients referred by the Government.

The Company has moved an Interlocutory Application before the Hon''ble Supreme Court seeking direction that the conditions relating to provision of free treatment facilities for patients belonging to indigent category to the extent of 10% IPD and 25% OPD be made applicable to the Company as have been made applicable in case of other hospitals. Additionally, the Company has also made representations before the Government of NCT of Delhi to allow the Company to extend free treatment including medicines and consumables up to 10% IPD and 25% OPD as applicable to other hospitals.

During the year, a total of 40,984 patients (36,655 Out Patients and 4,329 In Patients) were treated under the free category.

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 Listing Regulations, forms an integral part of this report. The requisite certificate from Practicing Company Secretary Mr. Baldev Singh Kashtwal, 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 Listing Regulations, forms an integral part of this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In terms of the provisions of the Listing Regulations, the Business Responsibility & Sustainability Report is not appliable to the Company.

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 an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the work place. During the year, six 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 Whistle Blower Policy may be accessed on the Company''s website on the https://cdn.apollohospitals.com/delhi/2024/Whistle-Blower-Policy.pdf

During the year, no matter or incident has been received under the Whistle Blower Policy of the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year, the Company has not given any loan or made an investment, nor given any guarantee in terms of Section 186 of the Companies Act, 2013.

DEPOSITS

During the year, the Company has not accepted any deposit as contemplated under Chapter V of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition and Independent Directors

As at the end of the day on 31^st March, 2024, the Board consisted of four Non-Executive - Non-Independent Director, one Executive Director and six Independent Directors.

Independent directors are appointed, based on the recommendation of the Nomination and Remuneration Committee, for a term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the management.

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.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Listing Regulations and they are independent of the management.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, Prof. (Dr.) Mahesh Verma and Dr. Sangita Reddy, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Based on the outcome of the performance evaluation process, the Board recommends their reappointment. The notice convening the AGM, to be held on 24^th September, 2024, sets out the relevant details.

Further, pursuant to SEBI’s amendment dated 15^th July, 2023, applicable with effect from 1^st April, 2024 read with Regulation 17(1 D) of SEBI Listing Regulations, 2015, the continuation of a Director serving on the Board of

Directors of a listed entity shall be subject to the approval by the Members at a general meeting at least once in every five (5) years from the date of their appointment or reappointment, as the case may be. The continuation of director serving on the Board of Directors of a listed entity as on 31^st March, 2024, without the approval of the Members for a period of last five (5) years or more shall be subject to the approval of Members in the first general meeting to be held after 31^st March, 2024.

Dr. Prathap C Reddy is the founder of the Apollo Hospitals Group. He has been on the Board of the Company since its inception in the year 1988. He is the Vice Chairman of the Company. As per Article 102 of the Articles of Association of the Company, the Vice Chairman of the Company shall not be liable to retire by rotation. The Company has made remarkable progress under the stewardship of Dr. Prathap C Reddy since its inception. The Apollo Hospitals Group is also widely recognised as being among Asia''s leading healthcare service providers. The Board deems extending the tenure of Dr. Prathap C. Reddy for another 5 (five) years essential and therefore, the Board of Directors, at its meeting held on 5^th August, 2024, and on the recommendation of the Nomination and Remuneration Committee, approved the continuation of Dr. Prathap C. Reddy as a Non-Executive Director, subject to the approval of the shareholders at the 36^th Annual General Meeting.

Change in Board Composition

Mr. Udit Prakash Rai (DIN - 07573658) - Non-Executive - Non-Independent Director (Nominee Director of Govt. of NCT of Delhi), had resigned, as a Director of the Company, w.e.f. 4^th August, 2023, due to his personal reasons.

The Govt. of NCT of Delhi had withdrawn the nomination of Mr. Jasmine Shah (DIN: 08621290) from the Board of Directors of the Company, and accordingly, Mr. Jasmine Shah had ceased to be the Non-Executive Director & Chairman of the Company w.e.f. 1^st December, 2023.

Mr. Vikram Bhat (DIN 09076418) - Non-Executive - NonIndependent Director (Nominee Director of Govt. of NCT of Delhi) had resigned as a Director of the Company, w.e.f. 28^th March, 2024, due to his personal reasons.

Mr. S. Regunathan (DIN 00286505), Mr. Deepak Vaidya (DIN 00337276) and Mr. Satnam Arora (DIN 00010667) have completed their tenure for second term of five (5) consecutive years on 31^st March, 2024, as Independent Director on the Board of Directors of the Company, and thus ceased to be Directors of the Company.

Mr. Sandip Somany (DIN 00053597) and Mr. Tejpreet Singh Chopra (DIN 00317683) have been appointed as Independent Directors of the Company, for a period of

5 consecutive years effective from 1^st April, 2024 to 31^st March, 2029.

The Company is yet to get nomination from the Govt. of NCT of Delhi for appointment of Directors in place of Mr. Jasmine Shah, Mr. Udit Prakash Rai and Mr. Vikram Bhat.

The Board places on record its appreciation for the invaluable contribution and guidance given by Mr. S. Regunathan, Mr. Deepak Vaidya, Mr. Satnam Arora, Mr. Jasmine Shah, Mr. Vikram Bhat and Mr. Udit Prakash Rai.

Re-appointment of Executive Director

The Board of Directors, at its meeting held on 5^th August, 2024, and on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Shivakumar Pattabhiraman as Managing Director for a period of 2 (two) years with effect from 5^th November, 2024 to 4^th November, 2026, subject to the approval of the shareholders at the 36^th AGM and such other approvals, as may be necessary.

The Board recommends the aforesaid re-appointment to the shareholders for approval. Relevant details pertaining to the proposal, including terms of re-appointment and remuneration, are provided as part of the Notice convening the 36^th AGM.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Shivakumar Pattabhiraman - Managing Director, Mr. Chander Prakash Tyagi - Chief Financial Officer and Mr. Priya Ranjan - Associate Vice President - Corporate Affairs & Legal.

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 working of the Committees. The manner in which the evaluation has been carried out has been enumerated in the Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management team and their remuneration. Note on the Remuneration Policy is mentioned 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, read with the Listing Regulations.

RISK MANAGEMENT

The Board of Directors has 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 about risk assessment and minimization procedures. 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 Internal Audit function reports to the Audit Committee to maintain its objectivity and independence. 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, 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 31^st March, 2024, 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 31^st March, 2024, 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 31^st March, 2024, was Rs. 91.67 crore.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of 31^st March, 2024, 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.

EMPLOYEE STOCK OPTIONS

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

CREDIT RATINGS

During the year ended 31^st March, 2024, ICRA has reaffirmed:

a. long-term credit rating of [ICRA]AA (pronounced ICRA Double A) and short-term rating of [ICRA]A1 (pronounced ICRA A One Plus) for Rs. 62.50 crore bank facilities; and

b. short-term credit rating of [ICRA]A1 (pronounced ICRA A One Plus) for Rs. 40 crore Commercial Paper to 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 has 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.

The policy on materiality of related party transactions as approved by the Board may be accessed on the Company''s website at Policy-on-Materiality-of-Related-Partv-Transactions-and-Dealing-with-Related-Partv-Transactions.pdf (apollohospitals.com).

Your Directors draw the attention of the members to Notes to the financial statements which sets out related party disclosures. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company save and except to the extent as set out in the related party disclosures.

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.

However, 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.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

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 2023-24 is annexed herewith marked as Annexure - 1 to this Report.

STATUTORY AUDITORS

The Members at the Annual General Meeting held on 23^rd September, 2022, had approved the re-appointment of Statutory Auditors of your Company namely, M/s S.N. Dhawan & Co., LLP, Chartered Accountants, for the second and final term of five consecutive years, to hold office from the conclusion of the 34^th AGM till the conclusion of the 39^th AGM to be held in the year 2027.

The Report given by Statutory Auditors on the financial statement of the Company for the financial year 2023-24 forms part of the Annual Report. The Notes on the financial statements referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments.

The Auditors'' Report on the financial statements of the Company for the financial year ended 31^st March, 2024, 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 Devarajan Swaminathan and Co., Cost Accountants (FRN 100669), to audit the cost accounts of the Company for the financial year 2024-25 on a remuneration of Rs. 6.50 lacs.

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 Devarajan Swaminathan and Co., Cost Accountants (FRN 100669), is included at Item No. 8 of the Notice convening the AGM.

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 M/s RSM & Co., a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the financial year ended 31^st March, 2024, is annexed herewith marked as Annexure - 2, to this Report.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. and the same is covered under the Secretarial Audit Report, save and except that the Govt. of NCT of Delhi - one of the promoters of the Company, have not dematerialized their shareholding in the Company. Requests have been made by the Company to the Govt. of NCT of Delhi to get their shareholding dematerialized.

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 marked as Annexure - 3 to this Report

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, and Rules framed thereunder, an annual return in the prescribed format for the financial year 2023-24 is available on the website of the Company at https://www.apollohospitals. com/delhi/investor-relations/annual-report/

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution made by the consultant doctors and 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, bankers and other financial institutions, the Government of NCT of Delhi and shareholders of the Company for their continued support.

For and on behalf of the Board

Dr. Prathap C. Reddy Vice Chairman (DIN 00003654)

Place: chennai date : 5^th August, 2024

---

Mar 31, 2023

The Directors are pleased to present the thirty-fifth Annual Report and the audited financial statements for the financial year ended 31^st March 2023.

FINANCIAL RESULTS

(Rs. in Crore except per share data)
Particulars	FY 2022-23	FY 2021-22
Income from Operations	1098.67	888.16
Profit before tax	117.18	79.07
Provisions for Tax	31.03	20.45
Profit for the year	86.15	58.62
Earnings per share	9.40	6.39

RESULTS OF OPERATIONS

During the year under review, the Company recorded income from operations Rs. 1098.67 crore against Rs. 888.16 crore in the corresponding period last fiscal - an increase of 24%.

The Profit Before Tax for financial year ended 31^st March, 2023, stood at Rs. 117.18 crore as compared to profit of Rs. 79.07 crore for the corresponding period of the previous year. The Profit After Tax for year ended 31^st March, 2023, stood at Rs. 86.15 crore as compared to a profit of Rs. 58.62 crore for the corresponding period of the previous year.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriation in the current year.

DIVIDEND

The Board of Directors have recommended a dividend of Rs. 3.00 per equity share (30% on face value of Rs. 10 per share) on the paid-up equity share capital of the company for the financial year ended 31^st March, 2023, amounting to Rs. 27.50 crores, which if approved, at the forthcoming Annual General Meeting on 21^st September, 2023, will be paid to those shareholders whose names appear in the Register of Members as at the closing

hours of business on 21^st September 2023. 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.

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.

DIVIDEND DISTRIBUTION POLICY

The Board approved and adopted a dividend distribution policy which is posted on the Company''s website at https://delhi.apollohospitals.com/pdf/Dividend-

Distribution-Policy.pdf

THE STATE OF COMPANY AFFAIRS

The financial year 2022-23 was a year of reset for both, the clinical services, and the infrastructure. The hospital introduced a slew of differentiated clinical programmes including Structural Heart Diseases, minimally invasive and Robotic Cardiac Surgeries, Leadless pacemakers, Cardio-diagnostics like Cardiac MRI and niche Gastroenterological procedures like Third space endoscopy.

Several complex procedures were performed by our team of clinicians, bringing respite to many chronically ill patients and their families. A 75-year-old post CABG patient successfully underwent TAVR, while a Pakistani teenager with a 90-degree bend in the neck, was successfully treated. Multiple cases of Total Hip replacements and many cases of complicated congenital heart diseases were carried out successfully by our team of doctors.

During the year under review, the following rare procedures were performed at the hospital: -

• A 71-year-old-male, diagnosed as a case of localized adenocarcinoma prostate, underwent a successful nerve sparing robotic radical prostatectomy with amniotic nerve wrap with bilateral pelvic lymph node dissection.

• A 61-year-old female patient successfully underwent a transcatheter mitral valve replacement (TMVR).

• A 64-year-old male from Fiji underwent Robotic assisted total arterial triple vessel coronary artery bypass surgery.

• A 28-year-old young man from Oman was treated successfully for a deformity in his left knee using 3-D printing technology.

• A 21-year-old male underwent a successful Robot assisted Trans-Oral surgery to remove a large parapharyngeal space tumour (tumour in the deep tissues of the neck, nerves, lymph nodes, and parts of the salivary gland).

• A total hip arthroplasty was successfully performed on a 50-year-old. The patient was suffering with an extremely rare condition of ‘Primary Synovial chondromatosis of the Hip''.

Several new equipment were added to the hospital''s arsenal. The most significant investment being the ZAP-X Gyroscopic Radiosurgery system. To accommodate the increasing number of clinical services and to better patient experience, the hospital undertook a series of transformative infrastructural revamp projects including cohorting all operating theatres, creating a cohorted endoscopy suite, new dialysis suite, new international patient lounge and new Oncology OPD.

A biomethanation plant is being set-up with a capacity of 1 Ton to enable in-house treatment of Food, Kitchen, and Biomass waste and convert the waste into Biogas and Organic Manure.

Awards and Accolades

The Hospital received a number of awards and accolades during the year. Some of them are as under: -

Award	Category / Project Awarded
Association of Healthcare Providers (India)	Patient Friendly Hospital
Consortium of Accredited Healthcare Organizations (CAHO)	Certificate of Achievement for best practices on medication safety
D L Shah Award	Call-a-cab
The Week	Best private multispecialty hospital in Delhi
Quality Council of India	For best practices'' implementation in Quality: ''An Eye on Insulin'' For Innovation in Service Technology-''Unleashing the power of Technology with Nurses''

On a Public Interest Litigation (PIL) regarding free treatment in the hospital, the Hon''ble Delhi High Court vide its order dated 22^nd September, 2009, has held that free treatment provided by the hospital shall be inclusive of medicines and consumables.

The Company has filed a Special Leave Petition (SLP) before the Hon''ble Supreme Court of India challenging the order of the Hon''ble Delhi High Court. The Hon''ble Supreme Court has admitted the SLP and has passed an interim order on 30^th November, 2009, pursuant to which, the Company has been providing free treatment to the patients referred by the Government of NCT of Delhi and has been charging only for medicines & medical consumables. The financial impact in the matter can be quantified only after the final decision by the Hon''ble Supreme Court of India.

The Directorate of Health Services, Government of NCT of Delhi, has appointed a Nodal Medical Officer to be permanently stationed in the Hospital to support, guide and monitor the treatment of patients referred by the Government.

The Company has moved an Interlocutory Application before the Hon''ble Supreme Court seeking direction that the conditions relating to provision of free treatment facilities for patients belonging to indigent category to the extent of 10% IPD and 25% OPD be made applicable to the Company as have been made applicable in case of other hospitals. Additionally, the Company has also made representations before the Government of NCT of Delhi to allow the Company to extend free treatment including medicines and consumables up to 10% IPD and 25% OPD as applicable to other hospitals.

During the year, a total of 37207 patients (33490 Out Patients and 3717 In Patients) were treated under the free category.

MATERIAL CHANGES AFFECTING THE FiNANCiAL POSITION OF THE COMPANY

No material change and commitment affecting the financial position of the Company, has occurred between the financial year ended on 31^st March, 2023, and the date of the report. There has been no change in the nature of business of the Company.

subsidiaries, joint ventures and associate companies

The Company has no subsidiaries or associate companies. Also, it does not have any joint venture operation with any other entity.

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 Listing Regulations, forms an integral part of this report. The requisite certificate from Mr. Baldev Singh Kashtwal, Practicing Company Secretary, 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, forms an integral part of this report.

BUSiNESS RESPONSiBILITY & SUSTAiNABiLiTY REPORT

In terms of the provisions of the Listing Regulations, the Business Responsibility & Sustainability Report is not applicable to the Company.

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, nine 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 Whistle Blower Policy may be accessed on the Company''s website on the https://delhi. apollohospitals.com/wp-content/uploads/2021/08/ Whistle-Blower-Policy.pdf

During the year, no matter or incident has been received under the Whistle Blower Policy of the Company.

particulars of loans given, investments

MADE, GUARANTEES GIVEN AND SECURITIES

provided

During the year, the Company has not given any loan or made an investment, nor given any guarantee in terms of Section 186 of the Companies Act, 2013.

deposits

During the year, the Company has not accepted any deposit as contemplated under Chapter V of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL

personnel

Board Composition and independent Directors

As on 31^st March 2023, the Board consisted of the NonExecutive Chairman, one Executive Director, six NonExecutive Directors and nine Independent Directors.

Independent directors are appointed, based on the recommendation of the Nomination and Remuneration Committee, for a term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the management.

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.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Listing Regulations and they are independent of the management.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Ms. Suneeta Reddy and Dr. Sangita Reddy, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Based on the outcome of the performance evaluation process, the Board recommends their reappointment. The notice convening the AGM, to be held on 21^st September, 2023, sets out the relevant details.

Change in Board Composition

Mr. Udit Prakash Rai - Non-Executive - Non-Independent Director, has resigned, as a Director of the Company, w.e.f. 4^th August, 2023, due to his personal reasons.

Key Managerial personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Shivakumar Pattabhiraman - Managing Director, Mr. C.P. Tyagi - Chief Financial Officer and Mr. Priya Ranjan - Associate Vice President - Corporate Affairs & Legal.

BOARD EVALUATiDN

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 working of the Committees. The manner in which the evaluation has been carried out has been enumerated in the Corporate Governance Report.

NOMiNATiON AND REMUNERATION POLiCY

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

MEETINGS OF THE BOARD

The Board met four 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, read with the 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 about risk assessment and minimization procedures. 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.

To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee. 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, 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 31^st March, 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 31^st March, 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. 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.

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 has 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.

The policy on materiality of related party transactions as approved by the Board may be accessed on the Company''s website at https://delhi.apollohospitals.com/ pdf/Policy-on-Materiality-of-Related-Party-Transactions-and-Dealing-with-Related-Party-Transactions.pdf

Your Directors draw the attention of the members to Notes to the financial statements which sets out related party disclosures. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company save and except to the extent as set out in the related party disclosures.

PARTICULARS OF EMPLOYEES AND REMUNERATIUN 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.

However, 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.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2023, was Rs. 91.67 crore.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of 31^st March, 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.

CREDIT RATINGS

During the year ended 31^st March, 2023, ICRA has given long-term credit ratings of [ICRA]AA (pronounced ICRA

Double A) and short-term rating of A1 (pronounced ICRA A one plus) for Rs. 55.00 crore bank facilities and short-term rating of A1 (pronounced ICRA A one plus) for enhanced bank facilities of Rs. 7.50 crore.

Also, the ICRA has given short term credit ratings of [ICRA]A1 (pronounced ICRA A One Plus) for Commercial Paper to the Company.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

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 2022-23 is annexed herewith marked as Annexure - 1 to this Report.

STATUTORY AUDITORS

The Members at the Annual General Meeting held on 23^rd September, 2022, had approved the re-appointment of Statutory Auditors of your Company namely, S.N. Dhawan & CO LLP, Chartered Accountants, for the second and final term of five consecutive years, to hold office from the conclusion of the 34^th Annual General Meeting till the conclusion of the 39^th 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 financial year 2022-23 is part of the Annual Report. The Notes on the financial statements referred to in the Auditor''s Report are selfexplanatory and do not call for any further comments.

The Auditors'' Report on the financial statements of the Company for the financial year ended 31^st March, 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 Devarajan Swaminathan and Co., Cost Accountants (FRN 100669) to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of Rs. 6.50 lakhs.

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 Devarajan Swaminathan and Co., Cost Accountants (FRN 100669) is included at Item No. 5 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 M/s RSM & Co., a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year ended 31^st March, 2023. The Secretarial Audit Report for the financial year ended 31^st March, 2023, is annexed herewith marked as Annexure - 2, to this Report.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. and the same is covered under the Secretarial Audit Report, save and except that the Govt. of NCT of Delhi - one of the promoters of the Company, have not dematerialized their shareholding in the Company. Requests have been made by the Company to the Govt. of NCT of Delhi to get their shareholding dematerialized.

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 marked as Annexure - 3 to this Report.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, and Rules framed thereunder, an annual return in the prescribed format for the financial year 2022-23 is available on the website of the Company at https://delhi. apollohospitals.com/investor-relations/

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the contribution made by the consultant doctors and 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, bankers and other financial institutions, the Government of NCT of Delhi and shareholders of the Company for their continued support.

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present their report and financial statements for the financial year ended 31^st March 2018.

FINANCIAL RESULTS

(Rs. In Lacs)

1	Particulars	FY 2017-18	FY 2016-17
I.	Revenue from Operations	74,835.58	76,571.62
II.	Other Income	159.93	45.71
III.	Total Income (I II)	74,995.51	76,617.33
IV.	EXPENSES
	Stores & Spares consumed	13,984.14	15,239.53
	Employee benefits expense	19,401.37	19,025.71
	Finance costs	889.94	790.54
	Depreciation and amortization expense	3,068.18	3,053.21
	Other expenses	34,251.36	34,426.59
	Total expenses (IV)	71,594.99	72,535.58
V.	Profit before exceptional items and tax (III-IV)	3,400.52	4,081.75
VI.	Exceptional Items	-	-
VII.	Profit/(loss) before tax (V-VI)	3,400.52	4,081.75
VIII.	Tax expense:
	(1) Current tax	1,393.07	1,854.10
	(2) Deferred tax	(102.88)	(396.88)
IX.	Profit/(loss) for the year (VII-VIII)	2,110.33	2,624.53
X.	Other Comprehensive Income
(i) Items that will not be reclassified subsequently to profit or loss
	Re-measurement gains (losses) on defined benefit plans	37.27	106.14
	Income Tax effect (Deferred Tax)	(13.02) 24.25	(36.73) 69.41
XI.	Total Comprehensive Income for the year (Comprising Profit (Loss) and Other Comprehensive Income for the year)	2,134.58	2,693.94

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriation in the current year. No amount was transferred to the General Reserve out of the amount available for appropriation during the previous year.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.50 per share (15 percent) for the financial year ended 31^st March, 2018 (previous year Rs. 1.80 per share).

RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS Operations

The Hospital remained committed to providing world class quality healthcare and services. Focus continued on improving operational efficiencies across functions, improving patient services and enhancing safety for patients and staff.

However, during the year under review, the financial performance of the Company remained subdued mainly due to a few key doctors leaving the hospital, significant drop in international patients due to global socio economic recession, non-issuance of medical visas from Pakistan, steep currency devaluation in Nigeria, closure of Indian Embassy in Iraq because of conflict, Nepal Government’s order to discontinue OPD’s by any foreign doctor in Nepal, delay in renewal of kidney transplant licence for the hospital and the kidney transplant program of the hospital remaining suspended for about 2 months.

During the year under review, the Company’s total income decreased from Rs. 76617.33 lacs to Rs. 74995.51 lacs in the previous year . The Profit Before Tax (PBT) decreased by 17.91%, from Rs. 4187.91 lacs to Rs. 3437.79 lacs and the Profit After Tax (PAT) decreased by 20.76%, from Rs. 2693.94 lacs to Rs. 2134.57 lacs in the previous year.

Despite the factors which impacted the growth of revenue, various initiatives have been taken to improve the overall business, financial and operational performance of the Company viz: -

1. Appointment of Consultants in key Specialities

A new bariatric surgery team, led by Dr. Atul Peters has joined the hospital in August 2017. The team has done more than 100 bariatric surgeries since joining. There is a huge potential in this field and the number of surgeries is expected to increase in future.

2. Fixed Price Packages

Fixed Price Packages were introduced for major procedures, aimed at delivering assurance, guarantee, transparency and peace of mind to our patients in regard to the cost of care rendered. Total knee replacement campaign was promoted and showed considerable response.

3. Promoting International Business

- In order to promote our international business, our Consultants visited several countries and CMEs, OPDs, KOLs meetings, Annual conferences etc. were organized.

- Focus on Iraq which has a large potential patient base

- Handover of our information centre at Nepal to a leading medical tourism company to act as a patient referral centre for the hospital

- Signed up an exclusivity contract with the leading healthcare facilitator at Uzbekistan for referral of patients to the hospital

- Shifting focus from self-payment to government and insurance supported patients from Nigeria.

- Philippines has been identified as a new market for Paediatric Liver Transplantation program. Eight babies from this country had undergone Liver Transplant in the last financial year.

- A dedicated Apollo Information Centre was opened in Nairobi, Kenya

- An on ground resource in Myanmar was appointed to increase the focus on local doctors and hospitals coverage.

- OPDs and camps in Bangladesh which were suspended due to non-issuance of licences by Ministry of Health, Bangladesh, were resumed after a gap of two years.

4. Healthy Heart Program

With exponential increase in heart disease and increasing number of young people being affected by cardiac ailments, the hospital started the “Healthy Heart Program”. This program aims to prevent and reverse heart disease. The Healthy Heart annual package includes regular check-ups, consultations, diet plans, Yoga, meditation, physiotherapy sessions, etc.

5. Brand Enhancement

Brandawareness programs to make more people aware of the services and clinical acumen available at Indraprastha Apollo , were initiated. With the concerted aim of expanding the reach of Apollo and enhancing connect with local communities - patients, doctors and society alike - a major thrust in activities in neighborhood and Tier 2 and Tier 3 cities in North India and emerging markets for the healthcare sector, were undertaken. This included society branding, morning walkers, general multispecialty camps, health talks, sports events, outreach OPDs and loyalty programmes.

Press and media engagements like press conferences, one-on-one meets, editorial roundtables, relationship building meetings and other outreach activities were extensively undertaken in North India.

Special engagement programmes were conducted for brand positioning. These include the Privilege Card Launch programmes at Moradabad with Exporters & Tea Traders Associations, partnership with Pinkathon for Breast Cancer Awareness, World Heart Day celebrations at Lodhi Garden, supporting Shri Sadhguru Jaggi Vasudev’s ‘Rally for Rivers’ initiative, Patient Support Group for Bariatrics, Cochlear Implants and Down Syndrome, an engagement event with Transplant recipients and donors on Valentine’s Day, quarterly Bariatric Support Group Meet for patients and their families, and quarterly “Breast Cancer Patients Support Meet” a guest speaker including BK Sister Shivani

6. Marketing & Outreach Campaigns

With an intent to reach out to masses and maintain our position as the leaders in our key COEs, special campaigns like United Against Cancer, Heart Matters, World Health Day, World Heart Day, World Blood Donor Day, Winter Health Check, World Aids Day, Mother’s Day, Father’s Day, World Diabetes Day, World Antibiotic Day, Hand Hygiene Day, International Women’s Day, Emergency & Regrow Campaigns are few amongst the other major campaigns. These campaigns were promoted through Print Media, Radio, Digital and on-ground activities.

Digital marketing was used effectively to reach target customers in the overseas and domestic markets through optimisation of Key words, Adwords, display banners, dedicated landing pages, regional languages advertisements.

Apollo Hospital, Noida continued to perform well across all operational parameters and remained one of the leading destinations for Mother and Child Care , Dialysis and Apollo Health Checks. It also performed more than one hundred kidney transplants and has emerged as one of the best kidney transplant units in the State of Uttar Pradesh among Private Hospitals.

In a Public Interest Litigation (PIL), the Hon’ble High Court of Delhi had held that free treatment provided by the Hospital as per the terms of the lease deed shall be inclusive of medicines and consumables. The Company had filed a Special Leave Petition (SLP) before the Hon’ble Supreme Court of India against the impugned judgment and order of the Hon’ble High Court of Delhi. The Hon’ble Supreme Court of India had admitted the SLP and passed an interim order on 30.11.2009. In pursuance of the interim order, the Hospital is providing free treatment to the patients referred by the Govt. of NCT of Delhi exclusive of medicines and medical consumables. The SLP is pending before the Supreme Court of India.

A Nodal Medical Officer deputed by the Directorate of Health Services is present in the hospital to support, guide and monitor the treatment of patients referred by the Government. During the year, a total of 25625 patients (22330 Out Patients and 3295 In Patients) were treated under the free category.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

(A) Conservation of Energy

The Hospital has been continuously engaged in activities related to conservation of Electrical energy, reduction in fresh water usage and reduction in cost of electricity.

For Energy conservation, focus was on the cooling towers as they are operating 24/7/365. The cooling towers have been made fully automatic to save electricity and fresh water. Ultra-filtered treated STP water is used in the cooling towers and it is expected to yield reduction in the consumption of fresh water to the tune of 11000 KL per annum.

In order to reduce purchased cost of Electricity, partial power purchase was done from Energy exchange and green power purchase through bilateral agreement. Net cost benefit of over Rs. 80 lacs was achieved during 2017-18.

In continuity from previous years, 372 conventional light fittings were replaced with the LED-type energy saving light fixtures which has resulted in reduction of 114 KWH/ Day.

The net savings from electricity consumption during the year through various initiatives was approximately 2,50,000 KWH.

(B) Technology Absorption:

The Hospital continued its efforts to maintain standards at par with best hospitals globally. Investment was made in the latest technology in medical care, including new-age technology upgrades.

Extracorporeal membrane oxygenation (ECMO):

Extracorporeal membrane oxygenation (ECMO), also known as extracorporeal life support (ECLS), is an extracorporeal technique for providing prolonged cardiac and respiratory support to persons whose heart and lungs are unable to provide an adequate amount of gas exchange or perfusion to sustain life. The technology for ECMO is largely derived from cardiopulmonary bypass, which provides shorter-term support.

This intervention has mostly been used on children, but it is seeing more use in adults with cardiac and respiratory failure. ECMO works by removing blood from the person’s body and artificially removing the carbon dioxide and oxygenating red blood cells. Generally, it is used either post-cardiopulmonary bypass or in late stage treatment of a person with profound heart and/or lung failure, although it is now seeing use as a treatment for cardiac arrest in certain centers, allowing treatment of the underlying cause of arrest while circulation and oxygenation are supported.

Hyperthermic intraperitoneal chemotherapy (HIPEC)

Hyperthermic intraperitoneal chemotherapy (HIPEC) is part of a multimodal treatment plan for peritoneal mesothelioma and other abdominal cancers. The procedure is combined with surgery and a special approach to chemotherapy. Cytoreduction and HIPEC have significantly improved survival for peritoneal mesothelioma patients, but the role of heated chemotherapy in pleural mesothelioma treatment is less clear.

Unlike standard chemotherapy, doctors do not offer HIPEC in pill form or inject it into an IV or intravenous line. Instead, they add the drugs to a heated solution and pump the mixture directly into the patient’s abdomen. This phase of the procedure, similar to a hot water bath for cancer-laden tissues, is performed immediately after cytoreductive surgery.

Vacuum-assisted breast biopsy (VABB)

Vacuum-assisted breast biopsy is a tissue sampling technique that uses a special instrument and imaging guidance to remove samples of breast tissue through a single, small skin incision. This technique allows the surgeon to remove more tissue through a single incision than is possible with a traditional core biopsy and is a much less invasive procedure than an open surgical biopsy. For these reasons, vacuum-assisted breast biopsy is becoming more common as a diagnostic tool in the management of breast lumps and abnormalities.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and has appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:-

Earnings: Rs. 15,575.13 lacs

Outgo : Rs. 2,549.26 lacs

BOARD MEETINGS

Five (5) Board meetings were held during the financial year ended 31^st March, 2018. The dates of the meetings are as follows: 26^th May, 2017, 28^th July, 2017, 26^th September, 2017, 14^th November, 2017, and 7^th February, 2018. The intervening gap between the meetings was with in the period prescribed under the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- Mr. Jaideep Gupta has resigned from the position of Managing Director of the Company, effective from the close of the business hours on 31^st December, 2017.

- Mr. Ashok Bajpai has been appointed as Additional Director and Managing Director of the Company, in place of Mr. Jaideep Gupta, for a period of 5 years effective from 1^st January, 2018, subject to the approval of the shareholders and such other approvals, as may be necessary.

- Dr. B. Venkataraman and Prof. V. N. Rajasekharan Pillai have completed their terms of appointment as Independent Directors of the Company, on 31^st March, 2018, and hence, have retired as Independent Directors from the Board of Directors of the Company effective from the close of the business hours on 31^st March, 2018.

- In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Suneeta Reddy and Ms. Shobana Kamineni, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting. Ms. Suneeta Reddy and Ms. Shobana Kamineni, being eligible, have offered themselves for re-election.

- In pursuance to the provisions of Section 203 of the Companies Act, 2013, Mr. Ashok Bajpai - Managing Director, Mr. Ajay Kumar Singhal - Vice President cum Company Secretary and Mr. Chander Prakash Tyagi - Chief Financial Officer, are the Key Managerial Personnel of the Company.

- There has been change in the Key Managerial Personnel during the year. Mr. Ashok Bajpai -Managing Director has joined in place of Mr. Jaideep Gupta and Mr. Chander Prakash Tyagi has been appointed Chief Financial Officer in place of Mr. P. Shivakumar - Chief Financial and Operating Officer.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee is given in the Corporate Governance Report.

All recommendations of the Audit Committee have been accepted by the Board of Directors of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected, fraud or violation of the company’s code of conduct or ethics policy, or any other grievance, the details of which are given in the Corporate Governance Report. The Whistle Blower Policy may be accessed on the Company’s website on the link http://www.apollohospdelhi.com/downloads/ Whistle%20Blower%20Policy.pdf. During the year under review, no matter has been received under Whistle Blower Policy of the Company.

SEXUAL HARASSMENT

The Company has zero tolerance towards sexual harassment at the workplace and has framed rules on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the calendar year 2017, the Company had received 5 complaints which were duly investigated and redressed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- the appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended 31^st March, 2018.

- The 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;

- the annual accounts have been prepared on an ongoing concern basis.

- the internal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and operating effectively;

- the proper systems had been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiaries or associate companies. The Company also does not have any joint venture.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 1 to this Report.

AUDITORS AND AUDITORS’ REPORT

M/s S.N. Dhawan & Co. LLP, Chartered Accountants were appointed as Statutory Auditors at the Twenty-ninth Annual General Meeting (AGM) of the Company held on 26^th September, 2017, for a term of five consecutive years, subject to ratification of their appointment by the Members at every AGM.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018, issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors.

The Report given by M/s. S. N. Dhawan & Co. LLP, Statutory Auditors on the financial statement of the Company for the year 2017-18 is part of the Annual Report. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comment. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

No instances or matters of fraud have been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITOR

The Board has appointed M/s RSM & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2018, is annexed herewith marked as Annexure -2, to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

The Board has appointed M/s. Devarajan Swaminathan and Co., Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended 31^st March, 2018. The Cost Auditor has given the Cost Audit Report for the financial year ended 31^st March 2018, and the Cost Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 1 48 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 Devarajan Swaminathan and Co., Cost Accountants (ICWA Registration No.100669) to audit the cost accounts of the Company for the financial year 2018-19 on a remuneration of Rs. 5.50 lacs.

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 Devarajan Swaminathan and Co., Cost Accountants (ICWA Registration No.100669) in the Notice convening the Annual General Meeting.

DEPOSITS

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in the future.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has an internal financial control system, commensurate with the size, scale and complexity of operations to ensure that the Company’s financial statements are accurate, sufficient and credible, all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition, incorrect use, any incident of fraud and inappropriate storage. Such internal control procedures are augmented by an extensive programme of internal and external audits, and periodic reviews by the management. Reasonable assurance is obtained based on evidence regarding processes followed and their appropriate testing of controls that such systems are adequate, comprehensive and are working effectively.

The Audit Committee evaluates the internal financial control system periodically.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, the Company has not given any loan nor made investment nor given guarantees under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Company has established an Enterprise wide Risk Management (ERM) Framework and has constituted a Risk Management Committee comprising senior executives headed by the Managing Director.

The Company also has a Risk Management Policy for identification, evaluation and mitigation of business risks and opportunities. This framework helps establish ownership throughout the organization and embeds risk management as an integral part of the business, its goals and objectives. It helps the decision makers of the organization effectively recognize and to take account of uncertainty, the nature of that uncertainty, and to work towards a solution to address the same.

The Risk Management Committee identify elements of risks in different area of operations and develops a policy for actions associated to mitigate the risks. The Risk Management Committee reviews and approves the risk management report on a quarterly basis before placing the same before the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to conducting its business in a socially responsible, ethical and environmental friendly manner, and to continuously work towards improving the quality of life of the communities where it operates.

The Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company. As on 31 March, 2018, the Committee comprised three Directors viz. Ms. Vineeta Rai, Mr. S. Regunathan and Ms. Suneeta Reddy. Ms. Vineeta Rai is the Chairperson of the CSR Committee.

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Sanitation, Promoting Education and Health. These projects are in accordance with Schedule VII of the Companies Act, 2013.

CSR POLICY

The Company has in place a CSR policy which lays down its philosophy and approach towards CSR commitment. The CSR Policy may be accessed on the Company’s website on the link http://www. apollohospdelhi.com/downloads/corporate-social-responsibility-policy.pdf

Under the CSR Policy, the Company focuses primarily on the following programmes:

A. Community Development

B. Healthcare

C. Education and Skills Development

D. Research in Healthcare

The report on CSR activities for the financial year 2017-18, containing particulars specified in Companies (CSR Policy) Rules, 2014 including an update on the CSR initiatives taken by the Company during the year is given in Annexure - 3 and forms an integral part of this Report.

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. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company. The policy on materiality of related party transactions as approved by the Board may be accessed on the Company’s website at http:// www.apollohospdelhi.com/downloads/materiality-of-related-party-transactions.pdf

FORMAL ANNUAL EVALUATION

The Evaluation Criteria for Appointment/Re-appointment of Independent Directors along with Evaluation Criteria for Performance Evaluation of Independent Directors/ Directors/Chairperson and Performance Evaluation of the Board of Directors by each director, as laid down by the Nomination and Remuneration Committee, is annexed herewith marked as Annexure - 4 to this Report.

During the year, the evaluation cycle was completed by the Company internally which included the evaluation of the Independent Directors by the Board of Directors and evaluation of Non-Independent Directors and the Board as a whole, by Independent Directors of the Company.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and for determining their remuneration. The Remuneration Policy is annexed herewith marked as Annexure - 5, to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 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 Companies Act, 2013, 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 Vice President cum Company Secretary and the same will be furnished free of cost.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from Practising Company Secretary regarding the Compliance by the Company of the conditions stipulated in Regulations Part C of Schedule V of the Listing Regulations is also attached with this report.

A declaration by the Managing Director pursuant to Regulations Part C of Schedule V of the Listing Regulations stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31^st March, 2018, is also attached with this report.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material change and commitment affecting the financial position of the Company, have occurred between the financial year ended on 31^st March, 2018, and the date of the report.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the consultant doctors and employees at all levels.

For and on behalf of the Board

Dr. Prathap C Reddy

(DIN:00003654)

Vice Chairman

Ashok Bajpai

Place: New Delhi (DIN : 02463754)

Date: 28^th July, 2018 Managing Director

---

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the 27th Annual Report of the Company along with the audited accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended Year Ended

31/03/2015 31/03/2014

Total Income 71,436.50 67,858.98

Profit before tax 4,954.73 5,415.40

Provision for taxation 1,705.61 1,871.81

Net Profit (PAT) 3,249.12 3,543.58

Balance brought forward from 5,669.54 4,356.51

previous year

Amount available for appropriation 8,918.66 7,900.09

Appropriations

Depreciation charge 764.52 -

Net Deferred tax liability reversed 259.86 -

on Depreciation charge

Transferred to General Reserve 300.00 300.00

Dividend (Proposed) 1,650.11 1,650.11

Corporate Dividend Tax 329.93 280.44

Balance carried to Balance Sheet 6,133.96 5,669.54

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 300.00 lakhs to the General Reserve out of the amount available for appropriation.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.80 per share (18 percent) for the financial year ended 31st March, 2015 (previous year Rs. 1.80 per share).

RESULTS OF OPERATIONS AND THE STATE OF COMPANY 'S AFFAIRS

Operations

During the financial year under review, the Company registered growth in its working and achieved higher income. The total income of the Company increased 5% from Rs. 67,858.98 lakhs last year to Rs. 71,436.50 lakhs.

The Company's EBIDTA was Rs. 8583.03 lakhs compared to Rs. 9184.83 lakhs in the previous year. The profit after tax (PAT) decreased from Rs. 3,543.58 lakhs to Rs. 3249.12.

The number of admissions of patients increased from 43284 last year to 44376 - a steady growth of 3%. Repeat Outpatients (OP) increased from 264351 to 283964 - a growth of 7%. The Average Length of Stay (ALOS) remained stable at 4.8 days.

The overall bed occupancy of the hospital has been consistent at an average of 82% for the year. The current total bed strength is 716.

The Hospital remained the busiest Transplant Centre in the World and carried out 1077 solid organ transplant surgeries including 761 Kidney and 316 Liver Transplants. The Solid Organ Transplant Program registered a growth of 13%.

Therapeutic and diagnostic modalities in the Digital Subtraction Angiography lab increased from 372 to 435 — a growth of 17%. The Endoscopic Bronchial Ultra Sonography (EBUS) system acquired last year has been found to be very beneficial to the patients, registering a growth of more than 75% compared to last year. A growth of 32% was registered in Bone Marrow Transplantation.

The number of Apollo Health Check increased from 25661 to 28345 — a growth of 10%. Growth in outpatients was registered in many specialties and super-specialties such as 20% growth in Nephrology, 7% in Ophthalmology, ENT including Head and Neck Surgery, Orthopaedics, and Urology (excluding transplant surgery), 24% in Oncology, 21% in Thoracic and Vascular surgery, 18% in Plastic and Cosmetic surgery, 11 % in General Surgery and Internal Medicine, 10% in Gastroenterology and 8% in Obstetrics and Gynaecology.

There was steady growth of Robotic Surgeries during the year. A Robotic Spine Surgery for Collapsed Vertebra on an 11 year old boy was performed in the Hospital, probably one of the first in the world. The Hospital won the BMJ Award 2014 for the Surgical Team of the Year.

A successful shoulder rotator cuff reconstruction on a 93 year old lady was done. A 45 year old American man, who required a second liver transplant, but surgery for which was found to be too complex at renowned hospitals in USA and Singapore, underwent a successful liver transplant at the hospital. All such extraordinary cases highlight the highest level of quality and expertise in the Hospital, putting it on par with the best in the world.

The hospital registered itself with the National Organ and Tissue Transplant Organization (NOTTO), the apex body for nation-wide activities of coordination and networking for procurement and distribution of Organs and Tissues including maintenance of a registry of Organs and Tissues, Donation and Transplantation in the country.

The number of consultants in the hospital increased to 395 as 43 new consultants joined the hospital this year. On an average more than 76 man hours of training was undertaken per employee over the year to maintain the high standard of services and to adopt new clinical modalities.

Project Priceless, an Apollo wide initiative supported by inputs from Bain & Company, to improve overall patient experience and improve patient and physician advocacy for the Hospital, commenced in June, 2014. After in- depth market surveys of patients, community and referring doctors, a number of initiatives have been undertaken. Results have been very encouraging, and implementation will be continued for maximum positive impact.

Apollo Hospitals Noida continued its strong performance across all operational parameters and remained one of the leading destinations for Mother and Child Care, Dialysis and Preventive Master Health Checks. Growth was evident with increase in the number of deliveries by 10%, Dialysis by 4%, Master health Check by 32%, Non Invasive Cardiology by 35%, and Radiological investigations by 25%. The hospital has established an in-house authorization committee for approval of organ transplant in the Hospital. More than 40 cases of renal transplant have been done successfully in the hospital. Fetal medicine department and Eye Care centre have been setup and they have received overwhelming response from the patients, enhancing patients satisfaction. All lab tests including microbiology, histopathology, cytology are now being done at Apollo Hospitals Noida. The Hospital got re-accreditated by NABH.

The Hospital has been providing free treatment (excluding medicines and consumables) to the patients referred by the Government of NCT of Delhi since June, 1998. A Nodal medical officer deputed by the Directorate of Health Services is present in the hospital to support, guide and monitor the treatment of patients referred by the Government. During the year, a total of 10,121 patients (8,217 Out Patients and 1,904 In Patients) were treated under the free category. On an average 75 to 80 in-patients per day are treated in the Hospital under the free category.

Excellence in Operations

The hospital remained committed to providing world- class quality care and services and there was renewed focus on improving operational efficiencies across functions, improving patient services and enhancing safety for patients and staff. The hospital introduced electronic Voice of Customer feedback system, which focuses on improving services by acting on suggestions and concerns on a real-time basis. The new system enables better monitoring of feedback, detailed ward and service wise reporting and mechanics to ensure vertical and horizontal reporting of concerns across services. It has yielded encouraging results and department heads and service staff are now more attuned to patients' needs and concerns.

The hospital introduced anti-microbial blinds and new cleaning techniques to ensure a more hygienic environment for our patients. Renovation activities, which include the Orange Lounge, an exclusive all-services lounge for patients waiting to seek admission at the hospital, more comfortable and contemporary rooms for patients, and improved green cover by means of a terrace garden, were well received by patients and visitors alike.

The hospital has also improved efficiencies through the introduction of new technologies across services. The F&B department installed new equipment like the Combi- Oven, which has helped enhance manpower utilization, reduced consumption of oil and preparation time for a variety of dishes. The kitchen was also renovated to improve process flows and help in improving services.

Safety and security of the facility formed a key part of the overall strategy for the hospital. The hospital invested in a new X-Ray Baggage Scanner for screening of in-bound material, new Hand-Held Metal Detectors and new-age wireless communication systems. The hospital enhanced the CCTV coverage in the hospital and migrated to a digital monitoring system to improve security. The fire safety cell installed an air-pressurization system to ensure safety of evacuations and introduced the evac-chair for mobilization of patients in case of a fire.

Clinical Excellence

Based on observation and process analysis, an Automated Online Incident Reporting module was designed and implemented to follow consistent procedures for incident capture, tracking, task-management and status reporting. Built on a centralized platform, the incident management solution helped in consolidating all incidents into a single point of reference. This module enables savings with respect to time consumption and manpower, thereby increasing efficiency and accuracy in comparison to the manual recording and reporting used earlier.

Infection Control and Environment

The Hospital Infection Control Program consistently maintained leadership across the region; and maintained benchmark standards for Hospital Acquired Infection indices at levels comparable to world's best healthcare institutions.

hdraprastha Apollo Hospitals, Delhi was the Secretariat for the 15th Congress of the International Federation of Infection Control (IFIC) in conjunction with the XIII HISICON, the National Conference of Hospital Infection Society India, and continues to be the Secretariat for the Hospital Infection Society, India. The theme of the Conference was 'Expanding Horizons in Infection Prevention and Control- A tertiary to primary healthcare approach'.

The Hospital hosted the Workshop on Ebola Preparedness under the aegis of lAMM-Delhi and NCR Chapter. A pilot study undertaken on disposable bed- pans with macerators showed encouraging results. Campaigns such as Keep it dry, Hand Hygiene, Rigour and Vigour, and Clean Greens were carried out for enhancing awareness and further enhancement of Infection Prevention and Control.

Major Events & Developments

A commemorative stamp marking the momentous 15th anniversary of India's first successful liver transplant performed in the hospital in 1999, was released by Shri Ravi Shankar Prasad, Honourable Minister of Communications and Information Technology, and Minister of Law and Justice, Government of India. The stamp recognizes Apollo Hospitals' leadership in the area of organ transplantation and its contribution to the solid organ transplant program in the country.

New Services

Physiotherapy Home Services have been designed and are being provided to patients on a daily basis or as 10 / 15 day packages.

Plastic and Cosmetic Surgery: New Anti-aging procedures have been introduced such as Mid-face volumization; Skin lifting and tightening "Ulthera procedure" for face, upper neck, lower neck and arms; and Cool Sculpting for non-invasive localized fat reduction for body contouring.

In addition, a multitude of new investigation services have been started including Chromosomal Genetic Study Contrast Enhanced Ultrasonography, etc. Various new Diagnostic or Surgical processes have also been added in different specialties such as Clot Evacuation in Urology Tracheal or Bronchial Stent placement in Respiratory medicine, FET PET MRI for better imaging of brain tumours, Molecular Imaging, Nuclear Medicine, etc.

A large number of equipment was either replaced or upgraded over the past year in most of the specialties at the main hospital and in Noida.

Awards and Accolades

The Hospital received awards at both the international and national levels. It received the highly commended Award for Best Quality Initiative at the IMTJ Medical Travel Awards 2015. A few noteworthy ones included: the HMA Awards in the category of Bio Medical Equipment/Facilities Improvement; the Human Resource Development Category, the CI MS Award for the Best Multispecialty Hospital, the FICCI Award for Excellence in Adoption of Quality and Information Standards, and the 5th MT India Healthcare Award for the Best Technology Initiative Hospital of the Year.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

(A) Conservation of Energy

Energy and Natural resource Conservation

The organization maintained its focus on conservation of natural resources and added new initiatives to the existing ones. Water After successful commissioning of ultrafiltration plant in the previous year, utilization of recycled water has been extended to cooling towers and horticulture. This has yielded significant reduction in fresh water requirement.

The Company has also taken initiatives to reduce water consumption at dispensing points by installing water saving aerators in water dispensing taps. Cumulative efforts put together have resulted in reduction of fresh water requirement by over 20 percent.

Electricity

On the Electricity front, continuous upgrade to LED from conventional lighting fixtures, installation of energy efficient (screw technology) air compressors and vacuum pumps have yielded a reduction of over 3 percent in annual electricity consumption over the previous year.

Natural Gas

Efficient adjustment in firing pattern of natural gas burners and flame optimization has resulted in more than 3 percent reduction in natural gas requirement over the previous year.

Installation of automatic chemical dozing system

The quality of water feeding into chiller machines not only affects chiller efficiency but also the life of the machines. There was a severe problem in the past with water quality (High total dissolved solids, high conductivity and high carbonates) leading to scaling in the cooling tubes which resulted in reduced cooling efficiency and frequent breakdown of equipment.

The Company has added state-of-the-art automated chemical dozing and monitoring system for the cooling tower and chilled water system. This initiative has resulted in improved cooling efficiency and increased the reliability of HVAC equipment.

(B) Technology Absorption

The Hospital continued with its efforts to maintain standards at par with the best hospitals globally by investing in cutting-edge technology to offer the latest in medical care. Some of these are here:

Neuro Navigation system

Using this technology during procedures like tumour resections, surgeons can navigate more precisely perform less-invasive procedures, and help improve clinical outcomes.

Rotabalator

This is a procedure which attempts to "bore out" a narrowing in a coronary artery which might not otherwise respond to stenting.

FFR (Fractional Flow Reserver)

Fractional Flow Reserve (FFR) is a technique used in coronary catheterization to measure pressure differences across a coronary artery stenosis (narrowing, usually due to atherosclerosis) to determine the likelihood that the stenosis impedes oxygen delivery to the heart muscle.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:- Earnings : Rs. 9,700.77 lakhs Outgo : Rs. 1,203.15 lakhs

BOARD MEETINGS

Four (4) Board meetings were held during the financial year ended 31st March, 2015. The dates of the meetings are as follows: 23rd May, 2014, 25th July, 2014, 7th November, 2014 and 29th January, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. K. Srivastava, Dr. M. M. Kutty and Mr. S. C. L. Das resigned as Directors of the Company consequent on their transfer from office, they being ex-officio Directors nominated by the Govt. of NCT of Delhi.

Lt. Gen. (R) Vijay Lall resigned from the post of Director of the Company w.e.f. 21st August, 2014.

Mr. D. M. Spolia (Chief Secretary, Govt. of NCT of Delhi) was appointed by the Board as Additional Director and Chairman of the Board of Directors of the Company. Mr. D. M. Spolia resigned as Additional Director and Chairman of the Board of Directors of the Company, consequent upon his superannuation from the services of Govt. of NCT of Delhi.

Prof. Ranjit Roy Chaudhury resigned from the post of Director of the Company w.e.f. 11th September, 2014, consequent upon his appointment as Adviser to the Minister of Health and Family Welfare, Govt. of India. Subsequently, the portfolio of the Minister was changed and Prof. Ranjit Roy Chaudhury was again available for appointment as a director on the Board of Directors of the Company and has been appointed by the Board as an Additional Director and Independent Director on the Board of Directors of the Company with effect from 29th January, 2015.

Ms. Vineeta Rai has been appointed by the Board as Additional Director.

Mr. S. N. Sahai (Principal Secretary - Finance, Govt. of Delhi) has been appointed by the Board as Additional Director in place of Dr. M. M. Kutty.

Dr. Arun Rai has been appointed by the Board as

Additional Director and Independent Director on the Board of Directors of the Company.

Ms. Vineeta Rai, Prof. Ranjit Roy Chaudhury, Mr. S. N. Sahai and Dr. Arun Rai hold the office of Directors only up to the date of the Annual General Meeting of the Company. Notice has been received from members pursuant to Section 160 of the Companies Act, 2013 signifying their intention to propose the appointment of Ms. Vineeta Rai and Mr. S. N. Sahai as Directors of the Company, liable to retire by rotation. Notices have also been received from members pursuant to Section 160 of the Companies Act, 2013 signifying their intention to propose the appointment of Prof. Ranjit Roy Chaudhury as an Independent Director of the Company to hold office for two consecutive years from 29th Januray, 2015 to 28th January, 2017, and the appointment of Dr. Arun Rai as an Independent Director of the Company to hold office for five consecutive years from 26th May, 2015 to 25th May, 2020, not liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Renu S. Karnad and Ms. Suneeta Reddy, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting. Ms. Renu S. Karnad and Ms. Suneeta Reddy, being eligible, have offered themselves for re-election.

In pursuance to the requirement of Section 203 of the Companies Act, 2013, the Board of Directors of the Company have appointed Mr. Jaideep Gupta - Managing Director, Mr. Ajay Kumar Singhal - Vice President cum Company Secretary and Mr. P. Shivakumar – Chief Financial and Operating Officer, as Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee is given in the Corporate Governance Report.

All the recommendations of the Audit Committee have been accepted by the Board of Directors of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected, fraud or violation of the company's code of conduct or ethics policy or any other grievances, the details of which are given in the Corporate Governance Report. The Whistle Blower Policy may be accessed on the Company's website at the link http://www.apollohospdelhi.com/downloads/ Whistle%20Blower%20Policy.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended 31st March, 2015;

- 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;

- that the annual accounts have been prepared on an on-going concern basis;

- that the internal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and were operating effectively; and

- that proper systems had been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiaries or associate companies. The Company also does not have any joint venture.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-1 to this Report.

AUDITORS AND AUDITORS' REPORT

M/s. S. C. Vasudeva & Co., Chartered Accountants, Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. S.C. Vasudeva & Co., Chartered Accountants, that their re-appointment, if made, would be with in the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self -explanatory and do not call for any further comment. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s RSM & CO., practicing Company Secretaries, to conduct Secretarial Audit

for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015, is annexed herewith marked as Annexure-2, to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except that half of the Board should comprise of Independent Directors. The Company is in search of suitable candidate for the appointment as Independent Director on the Board.

COST AUDITOR

The Board has appointed M/s Devarajan Swaminathan and Co., Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended 31st March, 2015. The Cost Auditor has given the Cost Audit Report for the financial year ended 31st March 2015, and the Cost Audit Report does not contain any qualification, reservation or adverse remark.

DEPOSITS

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

INTERNAL CONTROL SYSTEMS

The Company has established a wide-ranging system of Internal Controls to ensure that all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition, incorrect use and nappropriate storage.

Further, it strives to ensure that all transactions are evaluated, authorized, recorded and reported accurately. Your Company also has a review mechanism whereby the management regularly reviews actual performance in comparison to plans and estimates drawn by budgets and forecasts.

The system is designed to adequately ensure that financial and other records maintained are accurate and are reliable for preparing financial information and other data. The internal control procedures are augmented by an extensive programme of internal, external audits and periodic review by the management.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GRVEN AND SECURITIES PROVIDED

During the year under review, the Company has not given any loan or has made investment or has given guarantees under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee comprising of executives headed by the Managing Director.

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

CORPORATE SOCIAL RESPONSIBILITY — A HEALTHY START

MCL's Corporate Social Responsibility project 2014-15 — A Healthy Start — aims to reach out to school children from socio-economically under-privileged families, addressing their drinking water, sanitation and hygiene needs. The project has set out to address this critical need in the Municipal Corporation of Delhi (MCD) schools in Badarpur, an area proximate to the hospital.

MCD schools have poor drinking water and sanitation facilities. Water borne diseases are common - leading to malnutrition and poor physical and mental development. The Healthy Start project will improve sanitation and access to clean drinking water and promote awareness about hygiene amongst children and their mothers. This will help ensure healthy growth and development for the little children.

To this end, we are working with two MCD schools located in Badarpur area, an urban village, proximate to Indraprastha Apollo Hospitals. The total number of students in both schools is 3362, of which 1940 are girls. The project activities are as follows: Installation of 2 water RO systems to enable clean and chilled water supply for drinking, up-gradation of 20 separate toilets for girls and boys, additional monetary bonus to the MCD cleaning staff for the upkeep and cleanliness of the toilets, Health Talks and check-up camps, Regular nteractions between the students, teachers and doctors on general hygiene, healthcare and preventive medicine, and the provision of hand washing facility for maintaining proper hand hygiene.

A total of 149 Specialty Health screening camps were organized across the city and NCR where more than 20,000 patients were examined by specialist doctors and various investigations tests were conducted under the Community Outreach initiative, ACOP (Apollo Community Outreach Program). Similarly 23 health camps were conducted in Noida where 3000 patients were screened.

Medical support and /or Sponsorship was provided in 12 sports events organized in different parts of Delhi including Talkatora Stadium.

Disaster Relief

In response to the devastating floods in Jammu & Kashmir, the Hospital sent a 12 member relief team of doctors, nurses and support staff to Srinagar on 18th September.

Medical care was provided for two weeks and essential drugs were made available to more than 5000 flood victims within and outside the state capital. The relief activities were organized in collaboration with the State Health Department and CRPF.

Barely a fortnight after our first directly operated Information Center in Kathmandu was inaugurated, a devastating earthquake hit Nepal leading to huge loss of life and property. Within a few days a team of doctors along with medical and paramedical staff flew to Kathmandu taking with them a consignment of about 800 kilograms of relief material including implants, medicines, etc.. The team rendered medical aid and performed a large number of surgeries including spinal fixations, in coordination with Om Hospital, our long standing local partner for a patient base ranging from 6 to 96 years of age. Our support was much appreciated by the local authorities and public.

The Board has approved the Corporate Social Responsibility (CSR) Policy, which the CSR Committee had formulated and submitted to them together with a list of proposed activities that the Company will undertake. The CSR Policy may be accessed on the Company's website at the link http://www.apollohospdelhi.com/ downloads/corporate-social-responsibilitv-policv.pdf

Under the CSR Policy, the Company will focus primarily on the following programmes:

A. Community Development

B. Healthcare

C. Education and Skills Development

D. Promote Research in Healthcare

In pursuance of the provisions of Section 135 of the Companies Act, 2013, the Company was required to spend 2% of the average net profits of the company during the three immediately preceding financial years, amounting to Rs. 93.10 lacs. The total spending during the year 2014-15 on CSR projects was Rs. 11.69 lacs. This being the first year after the new CSR provisions were notified, certain preparatory work had to be done before starting the CSR projects, hence the CSR obligation amount could not be spent.

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. The policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website at http://www.apollohospdelhi.com/downloads/materialitv- of-related-partv-transactions.pdf

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company approved the Evaluation Criteria for Appointment/Re-appointment of Independent Directors along with Evaluation Criteria for Performance Evaluation of Independent Directors/Directors/Chairperson and Performance Evaluation of the Board of Directors by each director, which was adopted by the Board of Directors.

The Evaluation Criteria for Appointment/Re-appointment of Independent Directors along with Evaluation Criteria for Performance Evaluation of Independent Directors/ Directors/Chairperson and Performance Evaluation of the Board of Directors by each director, as laid down by the Nomination and Remuneration Committee, is annexed herewith marked as Annexure-3 to this Report.

During the year, the first Evaluation cycle was completed by the Company internally which included the Evaluation of the Independent Directors by the Board of Directors and Evaluation of Non-independent Directors and the Board as a whole, by Independent Directors of the Company.

FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

The Board Members of the Company are eminent personalities having wide experience in the field of business, finance, education, industry, commerce and administration. Their presence on the Board has been advantageous and fruitful in taking business decisions.

The Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize themselves with the Company's procedures and practices.

During the year under review, a familiarization programme for Independent Directors was conducted. The Independent Directors were apprised on relevant changes in the Company Law and Listing Agreement and were updated regarding their roles, rights, responsibilities in the Company nature of the industry in which the Company operates, business model of the Company, etc. The familiarization programme for Independent Directors may be accessed on the Company's website at http://www.apollohospdelhi. com/downloads/Familiarization%20Programme.pdf

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors and Senior Management and for determining their remuneration. The Remuneration Policy is annexed herewith marked as Annexure-4, to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso 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 and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is also attached with this report.

A declaration by the Managing Director pursuant to clause 49(II)(E)(2) of the Listing Agreement stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2015, is also attached with this report.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the consultant doctors and employees at all levels.

For and on behalf of the Board

Dr. Prathap C Reddy

(DIN: 00003654)

Vice Chairman

Jaideep Gupta Place: New Delhi (DIN : 02647974)

Date : 7th August, 2015 Managing Director

---

Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting the 26th Annual Report of the Company along with the audited accounts of the year, ended on the 31st March 2014.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Total Income 67,858.98 60,815.18

Profit before tax 5,415.40 4,548.11

Provision for taxation 1,871.82 1,671.62

Net Profit (PAT) 3,543.58 2,876.49

Balance brought forward from previous year 4,356.51 5,684.73

Amount available for appropriation 7,900.09 8,561.22

Appropriations Transferred to General

Reserve 300.00 2,500.00

Dividend (Proposed) 1,650.11 1,466.77

Corporate Dividend Tax 280.44 237.95

Balance carried to Balance Sheet 5,669.54 4,356.50

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 300.00 lakhs to the General Reserve out of the amount available for appropriation.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.80 per share (18 percent) for the financial year ended 31st March, 2014 (previous year Rs. 1.60 per share - 16 percent).

OPERATIONS

During the financial year under review, the Company has registered all round growth in its working and achieved higher income and profit. The total income of the Company increased to Rs. 67,858.98 lakhs from Rs. 60,815.18 lakhs last year - an increase of 12%.

The Company''s EBIDTA increased by 15% from Rs. 7,999.06 lakhs to Rs. 9184.83 lakhs, whereas the profit after tax (PAT) increased to Rs. 3,543.58 lakhs from Rs. 2,876.49 lakhs.

The Hospital continued to attract large number of domestic as well as international patients.

The average bed occupancy in the hospitals increased from 575 to 576.

As reported in the previous Director''s Report, the hospital commissioned 127 beds in 2012-2013 taking the total bed strength to 710. This capacity was created keeping in mind the projected increase in demand for the hospital''s tertiary care services. The occupancy of these new beds and overall of the hospital has been healthy at an average of 87% for the year.

There was a steady increase in admissions of patients from 42099 to 43284 patient - a growth of 3 percent, repeat Outpatients(OP) increased from 242788 to 264351 - a growth of 9 per cent. The critical Average Length of Stay (ALDS) performance index reduced to 4.8 days from 4.9 days, Therapeutic and diagnostic modalities increased from 320 to 372 - a growth of 16 per cent, dialysis increased from 34626 to 37094 (a growth of 7 per cent) and the number of laboratories tests increased from 2.30 million to 2.59 million tests - a growth of 13 percent over the previous year.

The Solid Organ Transplant program of the Hospital continued to register outstanding growth with over 954 solid organ transplants (285 Liver Transplants and 669 Kidney Transplants) in a single year with success rates of over 90%, Indraprastha Apollo Hospitals remained the busiest Transplant Centre in the world. Apart from this, the hospital''s Liver Transplant Team successfully performed 350 liver transplants on Pakistani patients, which was covered extensively by the media across borders. Further, the team completed 300 Living Donor Liver Transplants in the calendar year 2013, a first for the country.

A 90 year old woman suffering from stroke was successfully treated with thrombolysis in the hospital, hence proving that there is no age barrier to thrombolysis in stroke patient. The patient recuperated with minimal neurological loss post the treatment.

The Apollo Institute of Robotic Surgery, which was instituted last year, performed 173 surgeries during the year. Further, the Institute now uses the modality for varied clinical divisions like Urology, Gynaecology, General Surgery, Bariatric surgery and Thoracic surgery.

More than 29 senior consultants joined the hospital this year taking the total number of full- time consultants associated with the hospital to more than 350. Further to maintain the high level of services and adopting new clinical modalities, on an average of more than 66 man hours of training was undertaken per employee over the whole year.

Apollo Hospitals, Noida performed well across all the operational parameters and continued to be one of the leading destinations for Mother and Child Care and dialysis. During the year, the number of deliveries of babies in the hospitals increased from 653 to 766 and number of dialysis increased from 7108 to 7814.

After significant preparations and enhancement of key services, Apollo Hospitals, Noida received the approval from the Government of Uttar Pradesh to conduct Renal Transplants and commenced Renal Transplant services in September, 2013. A total of 18 transplants were conducted in the Noida hospital during the year.

However, Apollo Hospitals, Noida incurred a loss of Rs. 166 lakhs against profit of Rs. 78 lakhs in the previous year.

Since June1998, the hospital has been providing free treatment (excluding medicines and medical consumables) to patients referred by the Government of NCT of Delhi. A full time medical officer, deputed by the Directorate of Health Services (DHS), Government of Delhi, is available in the hospital premises on all working days to meet patients referred by the Government of NCT of Delhi, scrutinize the necessary documents as per criteria laid down for the purpose, and guide them appropriately to various specialties for out- patient consultation or in-patient treatment as required. The medical officer also daily liaises with the Hospital Nodal Officer and provides details of all free admissions to the DHS. During this financial year, 12,892 patients (2,092 IP and 10,800 OP) referred by the Delhi Government were provided super-specialty care under this arrangement.

Major Events & Developments

The Hospital was the medical partner of Jaypee Sports International (JPSI), organizers of the 2013 F1 Indian Grand Prix, which was held at Budh International Circuit in Greater Noida. The selection of the hospital was in keeping with our established capabilities in Critical Care & Emergency Medicine. The three day event was supported by a team consisting of 73 members from the hospital headed by the Head of Department of Emergency who was also the Chief Medical Officer for the event, the first Indian to do so.

The hospital was blessed with the visit of His Holiness the Dalai Lama who spoke on a wide

range of subjects from humanity, selflessness, happiness, ethical and moral standards for oneself to the need to find peace. He asked patients to have courage and hope as they charter a new life post their transplants. His Holiness'' visit was marked by overwhelming presence of the hospital staff, doctors, industry leaders and patients alike.

The hospital participated in the first of its kind global conference christened the "Future of Healthcare: A Collective Vision" organised by the Healthcare Alliance in Delhi. The conference was a huge success and brought together a consortium of healthcare players, industry associations (ASSOCHAM, FICCI, CII, NATHEALTH), consultants who served as Knowledge Partners (McKinsey, Bain, PwC, KPMG), and also Government participation through representation of the Ministry of Health and Family Welfare. The conference concluded with a presentation of 4 white papers to the Hon''ble President of India at Rashtrapati Bhawan in presence of then Health Minister, Shri Ghulam Nabi Azad.

A high level delegation headed by the Vietnamese Health Minister, Nguyen Kim Tien visited the Hospital. Discussions on healthcare financing, doctor and nurse exchange programmes, investment opportunity in hospital construction in Vietnam and various means of collaboration were held with the hospital leadership.

Dr. Prathap C. Reddy''s biography "The Healer" was launched on 30th January, 2014, with a glittering function at the Oberoi Hotel. The event was hugely covered by all portals of media - print, electronic and online.

New Services

The Apollo Obesity and Metabolic Surgery (Bariatric surgery) Centre was commissioned. The centre is aimed at holistic healthcare solutions for patients dealing with obesity & metabolic syndromes. Senior consultant, Dr. Kamal Mahawar, who was previously working at prestigious Sunderland Royal Hospital, United Kingdom has joined the centre. Dr. Mahawar brings with him an experience of performing over 1200 bariatric surgeries. Typical surgeries that would be performed at the centre include Sleeve Gastrectomy, Gastric Bypass, and Gastric ballooning.

The Medical escort service for air evacuation was re-started by the hospital. The service had been discontinued after the tragic air accident in 2011. The restarted service picked up pace over the year with an average of 10 air calls a month.

The Pain Clinic was started in January 2014 offering integrated and comprehensive Pain Management for all kinds of pain. The clinic also offers advance Pain Management techniques and procedures like Spinal Cord Stimulator Implantation, Sacral & Peripheral Nerve Stimulation, Intrathecal Drug Pump Implantation, Radiofrequency Denervation and Neurotomy.

Given the rising burden of Non-Communicable Diseases and Diabetes, the Sugar Clinic was also started this year to help patients in better management of Diabetes and prevention of associated complications. The Clinic consists of a multi-disciplinary team comprising of doctors and allied specialists like podiatrists, dieticians, nurses etc. which provides comprehensive care to the patients.

The hospital also expanded its Emergency department with 10 additional beds being added along with a complete renovation. The total strength of the unit stands at 20 beds. Also, the Urology, Nephrology and Dermatology OP areas underwent renovation over the last year.

A large number of equipments were replaced or upgraded over the past year in various specialities including Oncology, Fetal Medicine, Cosmetics, Cardiology and Microbiology along with OT and other equipment at the main hospital and in Noida.

Clinical Excellence

The hospital achieved yet another milestone by becoming the first hospital in the country to be accredited by the Joint Commission International (JCI) for a record 4th time. The hospital was the first in India to be accredited by JCI in 2005 and received subsequent reaccreditations in 2008 and 2011. This year''s survey witnessed the hospital being evaluated on the 5th edition of JCI standards which had new stringent standards pertaining to Transplants, Governance, Leadership and Direction (GLD), amongst others. The five-day survey culminated in the Surveyor''s Report that noted that the hospital achieved a compliance score of greater than 9.9 on a scale of 10. Out of the total 1160 measurable elements of the latest standards surveyed, there was not even a single measurable element which was considered as ''Not Met''.

There were no findings in chapters on Governance Leadership, Access to Care, Quality Improvement and few others. The four surveyors applauded the patient-centric approach of the hospital and the results that the hospital is producing.

Apollo Hospitals, Noida was re-awarded Accreditation from National Accreditation Board for Hospitals and Healthcare Providers (NABH) valid for a period of three years.

COMMUNITY OUTREACH PROGRAMS and CORPORATE SOCIAL RESPONSIBILITY (CSR)

The novel concept of National level CME programs was initiated, in order to showcase the organization''s clinical acuity and expertise through its faculty across all key specialities. A total of 7 National CME programs were conducted throughout the year in Neurosciences, Oncology, Emergency Medicine, Orthopaedics, Cardiac Sciences, Nephrology with Renal Transplantation and Gastroenterology including Hepatology with Liver Transplantation. A total of 1655 physicians and specialists from across the country attended these programs and benefitted from them.

A national seminar to promote voluntary blood donation was organized to commemorate World Blood Donor Day 2013. The theme of the seminar was ''Every blood donation is a gift of life''. The seminar was organised in association with State Blood Transfusion Council of NCT Delhi and an NGO, Blood for All (B4A).

Gift a Life continued its campaign for creating awareness on Organ Donation through a nation- wide media campaign in partnership with The Times of India and the Times Foundation. Awareness talks were also organised in partnership with the Delhi Metro Rail Corporation, Barclay''s Bank, Snapdeal.com, Petrotech 2014, Tata Consultancy Services and the Central Reserve Police Force based in New Delhi.

The hospital in association with Cankids, a national society for children with Cancer and their families convened the 6th National Childhood Cancer Scholarship Programme in New Delhi. The event was organized to honour the little brave cancer survivors for their academic feats in an effort to further motivate them and their families thereby showing hope to all other children afflicted by this dreaded disease.

On the occasion of World Health Day, Health Awareness, talks were held at MCD schools in the Meethapur area of south Delhi. The theme by the World Health Organisation for this year was on communicable and vector borne diseases, which was our theme as well. More than 300 students were educated about ways of preventing Vector and Water borne diseases and the importance of proper nutrition.

A day-long outing for Diabetic children and their families was organized at Red Fort to observe World Diabetes Day.

The World Neighbourhood Day was celebrated. On the occasion a cultural program, ''Cultura - Celebrating Commitments'' was organised with the Resident Welfare Associations and housing societies as well as neighbourhood residents of Sarita Vihar, Jasola Vihar, New Friends Colony, Sukhdev Vihar and Kalkaji. More than 300 residents enjoyed the evening. Aged 8 yrs to 80 yrs, residents actively participated and the audience thoroughly enjoyed this memorable evening.

The free clinic at Jasola village continued this year. Apart from free consultations, patients also received free medicines and medical consumables. Clinics were held thrice a week, in addition to which monthly medical camps were also organized. More than 3300 patients benefited from the clinic this year.

Under the Chacha Nehru Sehat Yojana which was launched by the Govt. of NCT of Delhi in 2011, health screening along with immunization of students between 10 to 16 years of age was conducted and medicines like iron, calcium and vitamin supplements, antibiotics and anti- histaminics etc. were dispensed. More than 14500 needy students were examined and treated under this scheme by clinical teams of the hospital.

More than 135 Speciality Health screening camps were organized across the city and NCR where nearly 15000 patients were examined by specialist doctors and various investigations like ECG, Echo, Blood Sugar, Serum PSA and other relevant lab tests were conducted under our Community Outreach initiative, ACOP (Apollo Community Outreach Program). Similar 23 health camps were conducted in Noida where more than 3500 patients were screened.

The Company organized a special event for children and teachers from The Lepra India Trust. The Programme commenced with snacks and drinks for the children followed by a film screening, magic show and musical programme. A total of 65 children and 8 teachers attended the event and were given presents to celebrate the New Year.

The hospital distributed blankets to the homeless and under privileged at Nizamuddin, Jama Masjid and Yamuna Pushta areas in collaboration with the Aman Biradari Trust.

The Hospital organized a Seminar on "Improving Pre-Hospital Care'''' in the Golden Hour along with the Indian Head Injury Foundation.

Uttarakhand Relief Effort

On 16th June 2013 the flash floods and landslides in Uttarakhand devastated towns and villages, destroying roads, bridges and communications links, and severely damaging the Kedarnath shrine. For the Uttarakhand Disaster Relief, the Company contributed an amount of Rs. 5 lakhs to the Chief Minister Relief Fund. Further, relief material in the form of blankets, clothes, umbrellas and other essential items were collected from the staff of the hospital and sent across of use of the people in need. A relief team comprising of doctors and nurses was also sent to Rishikesh to help those requiring medical attention.

INFECTION CONTROL AND ENVIRONMENT

The Hospital Infection Control Program has persisted in maintaining the leadership across the region and maintained benchmark standards for Hospital Acquired Infection indicesat comparable levels to the best healthcare institutions in the world. Employee safety and infection prevention was also a focus area and continuous efforts were laid on prevention of exposure inoculation injuries and availing timely pre- and post-exposure prophylaxis. Specific employees especially those handling food and working in high-risk areas were examined and vaccinated against preventable infections including Hepatitis B and Chicken Pox. Training as well as facility rounds were reinforced for ensuring Hand Hygiene was a ''Top of Mind'' issue for all concerned in the hospital.

The Hospital successfully celebrated the annual event of World Hand Hygiene Day highlighting its importance for minimising infections.

Awards and Accolades

The Hospital received a number of accolades in the coveted Week-Neilsen Survey this year - including for the sixth consecutive year for being the Best Private Super-Speciality Hospital in Delhi. The Hospital also secured the 7th position on the top 15 Super-speciality hospitals of the country. Other mentions include - 6th Best Paediatrics Hospital of the Country; 9th Best Cardiology Hospital of the Country; 10th Best Neurology Hospital of the Country; 12th Best Diabetes Care Hospital of the Country and 15th Best Oncology Hospital of the Country.

Dr. Prathap C. Reddy - Founder Apollo Hospitals Group, was honoured with a Lifetime Achievement Award at the Asian Business Leadership Forum (ABLF 2013) Awards in Dubai. Dr. Reddy was also honoured with Lifetime Achievement Award by NDTV. The event was held at the Taj Palace, New Delhi and covered extensively on the NDTV network.

The Hospital Management Asia (HMA) recognizes and honours hospitals in Asia that carry out best practices in hospital management and in its tenth year, which is a coveted award in the Asia Pacific region for the industry. This year, in a unique achievement, your hospital won the Excellence Award for ''Pressure Ulcers-Zero Tolerance'' in the Clinical Category.

The hospital won the Award for Operational Excellence in the Private-Multispecialty Hospital category of FICCI Healthcare Excellence Awards, 2013.

The hospital also won the Best Poster Presentation Award for "Minimizing Medication Errors - Patient Safety Our Responsibility" in the FICCI HEAL 2013 Awards.

TECHNOLOGY ABSORPTION

During the year, the Hospital continued with its efforts to maintain standards at par with the best hospitals globally by investing in cutting-edge technology to offer the latest in medical care. Some of these are:

EBUS or Endo-bronchial Ultrasound service was introduced which uses ultrasound along with a bronchoscope to visualize airway walls and structures adjacent to it. EBUS guided diagnostics are gaining popularity and it may replace more invasive methods for staging lung cancer or for evaluating mediastinal lymphadenopathy and lesions in the future.

Ultherapy, a non-surgical treatment that uses ultrasound to actually lift loose or sagging skin on the neck, under the chin and above the eyebrow without any downtime was introduced at the Apollo Cosmetic Clinic. The procedure is the only non-invasive therapy to have been cleared by the FDA after demonstrating safety in clinical studies.

The G-Scan Standing MR was introduced in the hospital. The open and tilting design offers greater patient comfort and features the latest sequences and imaging performance developed by Esaote.

ENERGY CONSERVATION

The Company on a continuous basis undertakes programmes for conserving energy. Some of them are as under :-

Ultrafiltration Plant in STP

During this phase of rapid industrialization and ever depleting water resource, there is a need to seriously reduce/ rationalize our water consumption and recycle as much as possible. The shortage and availability of water becomes big problem during peak summer time.

Our annual water consumption is close to 900 cubic meter per day and this made available by supply from Delhi Jal Board, Bore wells and tankers. In our internal meetings and reviews it was decided to start saving water at dispensing, start recycling of water and bring down fresh water requirement by 15 % of current demand.

The company has installed a 500 M3 per day capacity ultra-filtration plant with an investment of around Rupees 50 lac. This plant further treats sewage treated water and quality of water is good enough for cooling tower, flushing and horticulture purposes. It has helped in recycling the water and reduction in fresh water demand by 15-20 per cent.

Ultra filtration is simple pressure cleaning technology and primarily depends on efficient operation and life of membrane used for cleaning purpose. The average life of these membranes is close to three to four years hence it is sustainable process over period of time. This plant is operated with latest programmable logic controller with least of human interference and expected to provide consistent results over long period of time.

Electricity Conservation

As time goes on new electrical power requirement keep coming and energy demand continue to grow every passing day. Many times electricity consumption touched the peak sanctioned load. Initiatives were taken to cut down the peak load requirement. Further to create awareness amongst staff for energy conservation, ''Caution'' stickers were placed on all electrical equipment to switch off fixtures when not in use.

Conventional light fittings has been replaced with LED energy saving light fixtures in areas across the hospital.

All these initiatives has helped in reducing the energy consumption.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:-

Earnings : Rs. 11,157.48 lakhs

Outgo : Rs. 1,025.79 lakhs

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and amendments thereto, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Annual Report is being sent to all the Members excluding the aforesaid particulars. Any member interested in obtaining a copy of the particulars of the employees may write to the Company Secretary of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is also attached with this report.

A declaration by the Managing Director pursuant to clause 49(I)(D)(ii) of the Listing Agreement stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2014, is also attached with this report.

AUDITORS

M/s. S. C. Vasudeva & Co., Chartered Accountants, Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. S. C. Vasudeva & Co., Chartered Accountants, that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualified for re-appointment.

COST AUDITORS

The Company has appointed M/s Devarajan Swaminathan and Co., Cost Accountants, as the Cost Auditors for conducting the audit of cost records of the Company for the year ending 31st March, 2015.

SECRETARIAL AUDITORS

The Company has appointed M/s RSM & Co., Company Secretaries, as the Secretarial Auditors for conducting the secretarial audit of the Company, for the year ending 31st March, 2015.

DIRECTORS

Mr. D. M. Spolia and Mr. Shakti Sinha resigned as Directors of the Company consequent upon their retirement / transfer from their office being ex-officio Directors nominated by the Govt. of Delhi.

Ms. Archana Arora (Principal Secretary - Finance, Govt. of Delhi) was appointed by the Board as an Additional Director of the Company in place of Mr. Shakti Sinha. Ms. Archana Arora has resigned consequent up on her transfer from the office of Principal Secretary - Finance, Govt. of Delhi.

Mr. S. K. Srivastava (Chief Secretary, Govt. of Delhi) and Dr. M. M. Kutty (Principal Secretary - Finance, Govt. of Delhi) were appointed by the Board as Additional Directors of the Company. Mr. S. K. Srivastava and Dr. M. M. Kutty hold the office of Directors only up to the date of the Annual General Meeting of the Company. Notice has been received from members pursuant to Section 160 of the Companies Act, 2013 signifying their intention to propose the appointment of Mr. S. K. Srivastava and Dr. M. M. Kutty as Directors of the Company, liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Suneeta Reddy, Ms. Shobana Kamineni and Prof. V. N. Rajasekharan Pillai, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting. Ms. Suneeta Reddy and Ms. Shobana Kamineni, being eligible, have offered themselves for re-election.

Prof. V. N. Rajasekharan Pillai being eligible, offer himself for appointment as Independent Director in terms of Section 149 and other applicable provisions of the Companies Act, 2013.

Prof. V. N. Rajasekharan Pillai, Dr. B. Venkataraman, Prof. Ranjit Roy Chaudhury, Mr. Deepak Vaidya, Mr. T. S. Narayanasami, Mr. S. Regunathan and Mr. Satnam Arora, Independent Directors have given declarations to the Board of Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, and have offered themselves for appointment as Independent directors. The Nomination and Remuneration Committee has recommended to the Board, the appointment of all the Independent Directors.

The Board recommends the appointment of Independent Directors in terms of section 149 and other applicable provisions of the Companies Act, 2013 as set out in the Notice for the Annual General Meeting for approval of the shareholders.

The notice has been received from members pursuant to section 160 of the Companies Act, 2013 signifying their intention to propose the appointment of above named independent Directors.

The information on the particulars of the Directors seeking appointment / re-appointment, as required under clause 49 of the Listing Agreement, has been furnished in the notice to the shareholders for the Annual General Meeting.

Your Directors wish to place on record their appreciation of the valuable services rendered by Mr. D. M. Spolia, Mr. Shakti Sinha and Ms. Archana Arora, during their tenure as a Director of the Company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary.

The Company also has a professional indemnity insurance policy to cover the risk on account of claims filed against the company in consumer courts.

RESEARCH & DEVELOPMENT

The Company is running a multi super-specialty Hospital and is not engaged in any major research & development activity. However, the Hospital continues to be a major centre of international clinical trials.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the employees at all levels and the consultant doctors.

For and on behalf of the Board

Place : New Delhi S. K. Srivastava

Date : 25th July, 2014 Chairman

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Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the 25th Annual Report of the Company along with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lakhs) Particulars Year ended Year ended 31-03-2013 31-03-2012

Total Income 60,815.18 52,262.03

Profit before tax 4,548.11 4,001.02

Provision for taxation 1671.62 1,302.50

Net Profit (PAT) 2,876.49 2,699.60

Balance brought forward from previous year 5,684.72 4,939.84

Amount available for appropriation 8,561.21 7,639.44

Appropriations

Transferred to General Reserve 2,500.00 250.00

Dividend (Proposed) 1,466.77 1,466.77

Corporate Dividend Tax 237.95 237.95

Balance carried to

Balance Sheet 4,356.49 5,684.72

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 2,500.00 lakhs to the General Reserve out of the amount available for appropriation.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.60 per share (16 percent) for the financial year ended 31st March, 2013 (previous year Rs. 1.60 per share).

OPERATIONS

During the year under review, the Company has registered all round growth in its working and achieved higher income and profit. The total income of the Company increased to Rs. 60,815.18 lakhs from Rs. 52,262.03 lakhs - an increase of 16%.

The Company''s EBIDTA increased by 18% from Rs 6,769.46 to Rs 7,999.06, whereas the profit after tax increased to Rs 2,876.49 lakhs from Rs 2,699.60 lakhs.

The Solid Organ Transplantation Program of the Hospital continues to register outstanding growth. Kidney Transplants increased by 72% (from 340 to 584) and Liver Transplants increased by 28% (from 219 to 281) over the previous year. With this momentum and success, the Hospital became the Busiest Solid Organ Transplantation Center in the world, surpassing other renowned transplant centers across the globe.

Performance across numerous other specialties also showed a positive trend. To name a few, In-vitro Fertilization (IVF) procedures increased by 53% (from 83 to 127),Caesarian Sections increased by 20% (from 663 to 796), Dialysis increased by 21% (from 34602 to 41734) and Knee Replacements increased by 6% (from 588 to 688) over the previous year.

The Hospital continued to attract large number of domestic as well as international patients. The total registration of patients increased by 17% (from 119882 to 140208), Emergency admissions increased by 11% (from 9474 to10500) and International patients increased by 32% (from 4768 to 6288) over the previous year.

Apollo Hospitals, Noida performed well across all operational parameters registering a profit of Rs. 97 lakhs against loss of Rs. 64.27 lakhs in the previous year.The ICU admissions increased by 54% (from 166 to 256), Knee Replacement surgeries increased by 59% (from 17 to 27), Apollo Health Checks increased by 46% (from 602 to 876) and repeat patients availing the out-patient services increased by 14% (from 12556 to 14357) over the previous year. The Apollo Hospitals, Noida continued to be one of the leading destinations for dialysis with more than 700 dialysis being done in a month.

The Expansion Project undertaken by the main Hospital to add 127 additional Beds comprising of

74 single rooms, 33 general ward beds and 20 ICU beds, has been completed. With the completion of the expansion project, the total bed strength of the Hospital has increased to 710 beds. The increased bed capacity has helped in tiding off the demand for additional beds and maintaining the satisfaction levels of the patients serviced.

The Apollo Institute of Robotic Surgery was launched in June, 2012 and has been successfully performing a good number of robotic surgeries with the Da-Vinci Robotic Surgical System. The latest offering from M/s Intuitive Surgical has a 3 dimensional field of vision for the surgeon with ten times magnification and robotic precision provided in an ergonomic manner. The technology enables smaller incisions, lesser blood loss and faster recovery apart from other advantages to the patient.

The Hon''ble Chief Minister of Delhi, Ms.Shiela Dikshit unveiled South Asia''s first PET SUITE in the Hospital. The facility houses one of the world''s first installations of integrated simultaneous 3 Tesla PET- MR and a 128 slice PET-CT. This facility will provide early and functional diagnosis of patients in Oncology as well as Neurosciences and an opportunity for novel research possibilities in Molecular Imaging and Nuclear Medicine putting the hospital on the global medical research map.

The Hospital successfully commissioned the Cosmetic Clinic. The clinic offers both non-invasive and surgical options in Aesthetic Medicine as well as Aesthetic Surgery in a dedicated facility. There is a fully functional out-patient wing providing a wide bouquet of non-surgical options including the latest offerings like Ultherapy and Therapeutic Lasers. The facility also houses a dedicated operation theatre complex with a Hair Restoration suite, a HEPA-filtered operating room and a three bedded recovery.

For the second consecutive year, more than 80 personnel including Doctors, Nurses, Paramedic, and allied support staff after undergoing one month rigorous training, provided medical cover for three day Indian Grand Prix Formula Race (F1) 2012 held in October, 2012 at the Buddh International Circuit (BIC).Medical cover was also provided for a smaller "closed car" event called SIDVIN Festival of Speed at the Buddh International Circuit in November-December, 2012.

As part of the ongoing upgradation and renovation programme, a number of departments and units were refurbished to increase patient comfort and enhance operational efficiency.

Indraprastha Apollo Hospitals, the first Joint Commission International (JCI) accredited hospital in India, has well established its credentials as one of the leading referral tertiary care hospitals in this part of the world. The hospital provides care in virtually every specialty and subspecialty, including some of the most complex procedures. Many of the key outcomes are comparable to the best hospitals globally. This level of advanced technology and specialist skills was not contemplated 25 years ago, when the joint venture agreement was signed.

Since June 1998, the Hospital has been providing free treatment (excluding medicines and medical consumables) to patients referred by the Government of NCT of Delhi. A full time medical officer, deputed by the Directorate of Health Services (DHS), Government of Delhi, is available in the hospital premises on all working days to meet patients referred by the Government of NCT of Delhi, scrutinize the necessary documents as per criteria laid down for the purpose, and guide them appropriately to various specialties for out-patient consultation or in-patient treatment as required. The medical officer also daily liaises with the Hospital Nodal Officer and provides details of all free admissions to the DHS. During this financial year, 11754 patients (1910 IP and 9844 OP) referred by the Delhi Government were provided super- specialty care under this arrangement.

AWARDS AND ACCOLADES

The hospital has consistently strived to serve the patients with the most up-to-date clinical protocols aided by latest technology while keeping a constant focus on the quality of care that is delivered. With such practises and culture in place, the organization has been frequently acknowledged across various platforms.

The coveted The Week-Hansa'' Survey on Best Hospitals in India published in December, 2012, has rated the hospital as:

- Best private multi-specialty hospital in Delhi, for the fifth consecutive year.

- Third best private sector hospital in India.

- Best Hospitals in Cardiac Care

Time Research Media Health care Excellence Awards-2012 felicitated organizations for their industry contributions. The innovations for increased efficiency and improved performance of healthcare delivery at large were awarded. The Hospital was rated as:

- India''s Most Innovative Hospital

- Best Diagnostic and Imaging Centre in North India

- The Best Heart Care Centre in North India

The Hospital Management Asia (HMA) Awards recognizes and honours hospitals in Asia that carry out best practices in hospital management. HMA, 2012 garnered 363 entries representing 89 hospitals from 12 countries and Indraprastha Apollo Hospitals received Excellence Award for Corporate Social Responsibility and Excellence Award for Customer Service.

Apollo Hospitals received ''Asia Responsible Entrepreneurship Awards'' (AREA) South Asia 2012 awards in two categories. Dr. Prathap C Reddy, Chairman, Apollo Hospitals Group won the prestigious award for Responsible Business Leader.

The Apollo Innovation and Quality Awards felicitate hospitals within the Group for their assiduous efforts and innovations to continuously enhance patient care. This year the hospital won four of the six awards and were in the top three positions in the other categories. The Apollo Innovation and Quality Awards, 2012 were as follows:

- First in Excellence in Financial Practices

- First in Excellence in Clinical Practices

- First in Excellence in Environmental Conservation

- First in Excellence in Operations

- Third in Excellence in HR Practices

The awards are a testimony to the level of services that the hospital persistently delivers and the excellence it strives for in tertiary and quaternary level healthcare.

FOCUS ON QUALITY

Being the first Internationally Accredited Hospital in India, Quality is deeply ingrained in the hospital''s culture and it constantly strives to keep up to it.

The organization reviews and closely monitors the feedback level of its patients and deliberates on ways to improve our services according to the customer inputs. The average annual Voice of Customer (VOC) score was above satisfactory and remains a key focus area. Apart from this various Six Sigma projects for optimizing process performance and improving profitability had been undertaken last year.

The practices under various accreditations were constantly audited and compliance was ensured through JCI (Joint Commission International) mock audits that were conducted in December 2012 and April 2013. Also, the Laboratory services of the main hospital successfully underwent a Re-accreditation NABL (National Accreditation Board for Testing and Calibration Laboratories) audit in March, 2013.

Subsequent to the NABH accreditation of Apollo Hospital, Noida, the surveillance audit was conducted successfully. Apollo Hospital, Noida has been re-accreditated by NABL.

ACE@25 (Apollo Clinical Excellence@25): The current average score for the ACE@25 data set is 81.3. The ALOS post THR and TKR is 5.0 days as well as 4.81 days respectively. Patient Satisfaction with Pain Management is 4.73 as against our target of 4.5. The Surgical Site Infection rate is 0.125% as against benchmark of 2%. The current rate of Break in Planned Radiotherapy is 2.5 as against benchmark of 5%.

RACE (ROCKET Apollo Clinical Excellence):The medical dashboard for the Centres of Excellence is a new initiative towards excellence and the average score for the RACE initiatives for last year has been 83.58. Door to antibiotic timing for sepsis is within our benchmark of 180 minutes. Elective

PTCA Mortality Rate is nil. Mortality rate for TKR and THR is 0% for our hospital. The Door to antibiotic time in sepsis patients is 154 minutes as compared to our benchmark of 180 minutes. The percentage of Major Complications for Radiotherapy patients has been nil. The One Year Survival Rate for Kidney Transplant Patients is 98.58%.

AQP (Apollo Quality Program): Apollo Quality Program is a group-wide program to bring quality, excellence and service delivery at a common platform making our offerings and services standardized. There has been 100% compliance to the completion of nursing handovers. 100% of the patients receive antimicrobial prophylaxis within one hour of surgery. There has been more than 99% compliance to minimum content of medical records on closed audits. The accuracy of ICD-10 coding is 100%. There has never been any incident of retained foreign body during surgery. The incidence of Hospital Acquired Pressure Ulcers is nil in the last year.

COMMUNITY OUTREACH PROGRAMS and CORPORATE SOCIAL RESPONSIBILITY (CSR)

- Chacha Nehru Sehat Yojana: Chacha Nehru Sehat Yojana was launched by the Govt. of NCT of Delhi on 14th November 2011 for providing Health Checks to all the students enrolled in the city''s government schools. Indraprastha Apollo Hospitals provided medical screenings in schools and conducted immunization of students against Tetanus (Booster dose) and provided curative treatment, health education and counseling to the students. Medicines like iron, calcium, Vitamin A, antibiotics, antifungal, anti-histaminic, cough syrups etc. were given to the needy students.

During the implementation of the school health programme, the hospital teams have examined approximately 17,000 children in five schools in the given period from January 2012 to Feb 2013.

- Jasola Clinic: Apollo Hospitals, Delhi has adopted the Jasola village adjacent to the hospital. At the clinic, consultations in internal medicine, gynecology and pediatrics are provided to the local residents thrice a week. During the year 2012-13, more than 4000 patients were screened at the clinic.

- Mobile Health Scheme Service: This scheme is in collaboration with the Delhi Government and undertakes physician visits to various neighboring areas like JJ Cluster area, Jasola, Madanpur Khadar, etc. from Monday to Saturday providing adequate primary health cover. Under this scheme more than 1900 patients were screened during the year 2012-13.

- BLS Training: Apollo Hospitals, New Delhi, organized various Basic Life Support (BLS) training sessions and Cardiac camps for the Delhi Police from April to September 2012. More than 550 people benefitted with this initiative. In a two day program, a team from Emergency services imparted basic life support training to over 800 prisoners and 150 staff members of Tihar Jail as a part of its community outreach program.

- Health initiatives in Schools and Colleges:

BLS training and health talks were organized in various schools and colleges of Delhi to name a few, Satyawati College, St. Stephen''s college, Asia Pacific Institute of Management, DAV Public School, British School, Khaitan Public School and Sanskriti School. Information booklets and related literature on good health were also distributed to the children.

- Health Programme for Senior Citizens and NGO''s: 20 health camps and health talks were organized during the year for various Senior Citizens Association and NGO''s. The camps covered various specialties like Gynecology, Orthopedics, Urology, Cardiology, Neurology and Respiratory. Some of the NGOs where the events were conducted were Tarawati Charitable trust, Aprajita Mahila Smiti and Care & Cure Foundation.

- Apollo Dil Ki Daud: As a part of our Neighborhood engagement Campaign, the third "Apollo Dil Ki Daud" mini marathon was organized on Sunday, 7th October 2012. More than 2000 participants ran for a healthy heart.

Our senior consultants also took part in this mini marathon.

Mr. Satpal Singh (Former Wrestler and Gold Medalist in 1982 Asian Games), Mr. Gurusharan Singh (Former Indian Cricketer) & Major D P Singh (Kargil veteran and Indian representative in Para Olympics) were the Guests for this event.

- World Neighborhood Day: World Neighborhood Day on 31st March, 2013 was celebrated by inviting all RWA members and community to participate in an evening function. This program was attended by approximately 400 neighborhood residents. Dr. Prathap C. Reddy graced this occasion and also launched the Apollo Protect'' initiative. With Apollo Protect a concerted effort with structured adult vaccination against a host of acute and chronic Vaccine Preventable Diseases (VPD) like Cervical Cancer, Pneumococcal Meningitis, Swine Flu and Cholera to name a few is undertaken. This service will be the largest adult vaccination program in the country and would be available on all days of the week.

INFECTION CONTROL AND ENVIRONMENT

The infection control program is one of the most effective in the country. The multi-disciplinary hospital infection control committee actively reviewed the monthly infection control indices and the policies as well as practices for effective control over nosocomial infections.

Employee safety and protection against occupational hazards was a constant theme throughout the year which was addressed with educational drives, poster competition and on-site reviews of the prevalent knowledge and practices amongst the staff.

The incidence of nosocomial infections namely Catheter related Urinary Tract Infection (CRUTI) with an annual mean of 1.02 per 1000 Urinary Catheter Days, Central Line related Blood Stream Infection (CRBSI) with an annual mean of 0.71 per 1000 Central Line Days and Ventilator associated Pneumonia (VAP) with an annual mean of 1.85 per 1000 Ventilator Days is comparable with the best benchmarks across the world.

TECHNOLOGY ABSORPTION

During the year, the Hospital continued its efforts to maintain standards at par with the best hospitals globally by investing in cutting-edge technology to offer the latest in medical care. Some of these are:

1. PET MRI: Designed to diagnostically address the complexities of human body, Apollo Hospitals has installed a PET MRI, which is first of its kind across South Asia along with a PET CT, in the PET SUITE, signifying a tremendous leap forward in imaging capabilities.

PET MR system has resulted from the amalgamation of a state of art whole body 3T MRI scanner and a high end PET system, which has been fully integrated and precisely aligned within the same gantry. This enables to simultaneously acquire accurate information on morphology, function and metabolism and delivering highly defined, 3-D images, enabling them to make the best choices about treatments across specialties. The scanning thus takes less time, is more efficient and accurate and reduces patient discomfort. As MR has no radiation, the PET MR significantly reduces overall radiation dose, making it safer for children and also for patients undergoing repeated studies for therapy monitoring. The significance of this facility gets manifold augmented by the deft handling and interpretive reporting of leading dedicated experts in the field who have been engaged by the hospital. The PET-CT facility being equipped with state of the art 427 slice /sec CT scanner, Ultra HDPET with highly specialized 4D respiratory Gating software is a boon for cancer patients as the radiotherapists would be able to deliver highly precise radiation dose, synchronized with patients'' breathing pattern.

2. MALDITOF-VITEK® MS system for rapid automated identification of micro organisms causing infections: Country''s first MALDITOF- VITEK® MS system for healthcare setup was installed at Indraprastha Apollo Hospitals. The device by BioMerieux Inc. is based on advanced technology for quick automated microbial identification of disease-inducing micro organisms such as fungi and bacteria to accelerate and increase the accuracy of diagnosis and treatment.

The advantage is a significant reduction in time taken to provide doctors with actionable results in managing infection. The speed of diagnostic laboratory results has a critical impact on curbing the increasing antimicrobial resistance. The rapid identification of microorganisms has been shown to help guide patient treatment and improve clinical outcomes. The speed allows doctors to specifically target their therapies with the right antimicrobial at the right dosage. This plays an important role in preventing and slowing the emergence of resistant bacteria and fungi which is much required in today''s world especially in countries like India.

3. Matrix-Assisted Laser Desorption Ionization- Time of Flight mass spectrometry (MALDI- TOF MS): Mass Spectrometry (MS) is a technique used to screen a multitude of molecules simultaneously and determine the identity of microbes by exciting them with laser and analyzing their protein pattern by analyzing their individual mass-to-charge ratio. These molecular "signatures" can be used for rapid bacterial and fungal identification (ID) from isolated colonies. MALDITOF-VITEK MS is based on Matrix-assisted laser desorption/ ionization-time-of-flight mass spectrometry (MALDI-TOF MS) - one of the latest addition in most promising technologies, producing results in a matter of few minutes rather than days as it happens currently. The biggest payoff comes to the patients and clinicians with huge reduction in the time it takes to identify organisms. This technology assists clinicians dealing with infectious diseases in facing the ever-increasing number of potentially pathogenic species of bacteria and fungi influxed into clinical significance.

4. Fibroscan: This machine was procured to enhance the capabilities of our Gastroenterology department, providing a non invasive diagnostic tool to evaluate the stage of Liver fibrosis, which helps diagnosing, monitoring treatment and projecting the prognosis.

5. Brachytherapy: With the procurement of latest Brachytherapy unit Apollo Cancer Institutes at Indraprastha Apollo Hospitals, became the most advanced comprehensive cancer care unit in the region with renowned experts in the field of Oncology. This unit comes with the advantages of precise targeting of the radiation, which spares healthy tissue; the fact that the procedure can usually be completed in 1-3 hours on an outpatient basis; a substantially lower incidence than surgery or external beam irradiation of both impotence and incontinence; and generally little impact on the patient''s quality of life. Brachy" is a Greek word meaning short. Brachytherapy involves treating disease by exposure to a radioactive substance (radiotherapy). Doctors place a small radioactive source (pellet or seed) in or a short distance from a cancerous tumour. This unit of Brachytherapy allows use of a high dose of radiation while reducing the risk of damage to nearby healthy tissue and increasing the likelihood the cancer is destroyed.

Doctors may place Brachytherapy seeds inside a body cavity, such as the vagina, or insert seeds into body tissue using hollow needles. Brachytherapy may be used alone or with radiation given externally. Radioactive seeds may be left permanently in place or removed after some time. Now Brachytherapy is being used in the treatment of many malignancies, including: Bile duct, Breast, Cervical, Endometrial (uterine), Oesophageal, Lung, Ocular melanoma, Prostate, Soft tissue sarcomas and other tumors.

ENERGY CONSERVATION

The Company on a continuous basis undertakes programmes for conserving energy. In all nearly 800 light fixtures have been replaced with LED type energy saving light fixtures in areas across the hospital which has resulted in reduction of around 38 KW load on our existing electricity consumption. All other conventional light fittings are in the process of being replaced with LED type energy saving light fixtures.

A 330 KW capacity Variable Frequency Drives comprising of 47 VFD''s has been installed in the AHU motor and secondary chiller pumps and it will enable the hospital to save around 66 KW of electricity load.

A BMS system in OT''s & ICU''s has been installed for better HVAC controls. The existing main LT panels have been upgraded with new ACB''s with latest standards and protections.

A Novac Gas based total room flooding system in Clinac & Novalis TX has been installed.

All these initiatives will also help in reducing the energy consumption.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:- Earnings : Rs. 7,033.44 lakhs Outgo : Rs. 804.76 lakhs

PARTICULARS OF EMPLOYEES

The Particulars of employees as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are annexed and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is also attached with this report.

A declaration by the Managing Director pursuant to clause 49(I)(D)(ii) of the Listing Agreement stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2013, is also attached with this report.

AUDITORS / AUDITORS'' REPORT

M/s. S. C. Vasudeva & Co., Chartered Accountants, Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. S. C. Vasudeva & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Sction 224(1-B) of the Companies Act, 1956. The Board of Directors recommends the appointment of M/s. S. C. Vasudeva & Co., Chartered Accountants as Auditors of the Company.

DIRECTORS

Mr. P. K. Tripathi and Mr.Anshu Prakash resigned as Directors of the Company consequent upon their retirement / transfer from their office being ex-officio Directors nominated by the Govt. of Delhi.

Mr. D. M. Spolia, Director of the Company was appointed as Chairman of the Board of Directors of the Company in place of Mr. P. K. Tripathi.

Mr. S. C. L. Das (Secretary, Health & Family Welfare, Govt. of Delhi) and Mr. Shakti Sinha (Principal Secretary - Finance & Power, Govt. of Delhi) were appointed by the Board as Additional Directors of the Company. Pursuant to Section 260 of the Companies Act, 1956,Mr. S. C. L. Das and Mr. Shakti Sinha hold the office of Directors only up to the date of the Annual General Meeting of the Company. Notice has been received from members pursuant to Section 257 of the Companies Act, 1956, proposing the appointment of Mr. S. C. L. Das and Mr. Shakti Sinha as Directors of the Company, liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms.Renu S Karnad, Mr. T S Narayanasami, Lt Gen. (R) Vijay Lall and Dr B Venkatraman, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-election.

Resolutions seeking approval of the shareholders for the appointment /re-appointment of Directors have been incorporated in the notice of the Annual General Meeting.

The information on the particulars of the Directors seeking appointment / re-appointment, as required under clause 49 of the Listing Agreement, has been furnished in the notice to the shareholders for the Annual General Meeting.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary.

The Company also has a professional indemnity insurance policy to cover the risk on account of claims filed against the company in consumer courts.

RESEARCH & DEVELOPMENT

The Company is running a multi super-specialty Hospital and is not engaged in any major research & development activity. However, the Hospital continues to be a major centre for international clinical trials.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the employees at all levels and the consultant doctors.

For and on behalf of the Board

Place : New Delhi D. M. Spolia

Date : 26th July, 2013 Chairman

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Mar 31, 2012

The Directors take pleasure in presenting the twenty fourth Annual Report of the Company along with the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Total Income 52,262.03 46,241.50

Profit before tax 4,002.10 4,526.83

Provision for taxation 1,302.50 1,454.34

Net Profit (PAT) 2,699.60 3,072.49

Balance brought forward from previous year 4,939.84 3,827.73

Amount available for appropriation 7,639.44 6,900.22

Appropriations

Transferred to General Reserve 250.00 250.00

Dividend (Proposed) 1,466.77 1,466.77

Corporate Dividend Tax 237.95 243.61

Balance carried to Balance Sheet 5,684.72 4,939.84

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 250.00 lakhs to the General Reserve out of the amount available for appropriation and an amount of Rs. 744.88 lakhs is proposed to be retained in the Profit and Loss Account.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.60 per share (16 percent) for the financial year ended 31st March, 2012 (previous year Rs. 1.60 per share).

OPERATIONS

During the year under review, the total income of the Company increased to Rs. 52,262.03 lakhs from Rs. 46,241.50 lakhs in the previous year. The profit after tax stood at Rs. 2,699.60 lakhs against Rs. 3,072.49 lakhs in the previous year.

The Indraprastha Apollo Hospital recorded all round growth. It was a year of outstanding growth for the Organ Transplant Centre. Kidney transplants increased by 93 per cent (from 176 to 340), Liver transplant increased by 31 per cent (from 167 to 219) over the previous year. The Renal transplant team achieved a special milestone when it performed Delhi's first successful Kidney transplant between patients of different blood groups. This cutting edge procedure involving targeted immunotherapy gives new hope for renal transplantation in cases of donor and recipient blood group mismatch.

New registration of in-patients increased by 8.5 per cent, out patient volume increased by 7 per cent, average daily bed occupancy increased from 477 to 516, the number of surgeries increased by 10 per cent, Cath procedures increased by 11 per cent, Dialysis increased by 8 per cent, Radiation Oncology increased by 17 per cent, MRI procedures rose by 13 per cent, CT Scan procedures increased by 11 per cent, and the Total Hip & Knee Replacements increased by 21 per cent over the previous year.

The Hospital continued to attract a large number of international patients globally, with almost 22,000 international patients (around 5000 in patients and 17,000 out patients) having been treated at Indraprastha Apollo Hospitals.

Apollo Hospitals, Noida, too, registered a steady growth in patient numbers, with 6 per cent growth in new registrations and 10 per cent growth in total OPD volumes. Number of dialysis increased by 20 per cent (from 5516 to 6224). However, despite a rise in volumes, Apollo Hospitals, Noida incurred a loss of Rs. 64.27 lakhs mainly due to increase in staff costs and costs of other inputs.

The Government of India, vide its Gazette Notification No. 501 dated 23/03/2011, has extended the scope of Employee State Insurance Act 1948 to include certain class of establishments including corporate hospitals w.e.f. April 1, 2011. The Company has implemented ESIC scheme. All employees who are drawing salary up to Rs. 15000/- per month are being covered under the ESIC scheme.

In pursuance of the interim order passed by the Hon'ble Supreme Court of India on 30.11.2009, the Company continues to provide free treatment exclusive of medicines and medical consumables to the patients referred by the Government of Delhi for free treatment in the Hospital. During this year, 8,330 patients, including outpatient new registrations and repeat visits, were provided free treatment in the Hospital. On an average, 60 to 70 inpatients, including 20 to 25 ICU patients, are being treated free of cost (excluding medicines and consumable) at Indraprastha Apollo Hospitals.

TRAGIC AIR ACCIDENT

On May 25, 2011, three staff members of the hospital died in a tragic air accident while providing medical escort to a critically ill patient who was air lifted from Patna. The team consisting of Dr. Rajesh Jain, Dr. Syed Arshad Abbas and Staff Nurse Mr. Cyril P. Joy were among the ten people killed when the aircraft crashed at Faridabad. The Board of Directors express their heartfelt condolences for the loss of ten lives including three staff members of the Hospital in the tragic accident and pay rich tributes to the brave staff members who lost their lives in the call of duty.

FACILITY EXPANSION & UPGRADATION

The expansion project undertaken by the Hospital has now been completed. With the completion of the expansion project, 127 beds comprising 74 Single Rooms, 33 General ward and 20 ICU beds will be added to the capacity of the Hospital.

In addition, a 'State-of-the-art' Cosmetic Centre has been set up to provide aesthetic medicine on an out-patient basis. The facility has consult rooms, laser treatment rooms dedicated daycare operating room, and a hair-transplant room in a soothing, non-clinical ambience. Out of the additional beds, 50 beds have already been commissioned. The remaining beds and the Cosmetic Centre shall be made operational shortly.

As part of the ongoing upgradation and renovation programme, a number of departments and units were refurbished to increase patient comfort and enhance operational efficiency:

1. In order to meet the pressing demand of Dialysis and increased number of renal transplants, seven additional beds were commissioned in the Dialysis unit taking the capacity to 28.

2. The following departments were refurbished:

a. Gynecology & Pediatric OPD

b. Sample collection

c. Chemotherapeutics Admixture Room

d. Telemedicine Room

e. Nucleic Acid Testing (NAT) Laboratory

f. Fetal Medicine

g. Staff Cafeteria

3. A new Out Patient Wing (OPD 2C)-with 14 Consultation rooms has been commissioned in place of 28 general ward beds, to accommodate the new Consultants, some of whom have already joined the Hospital and some who will be joining shortly.

4. In order to improve the Out Patient experience, the International section has been completely de-linked from the Platinum Lounge. After renovations, the Platinum Lounge is now available for patients who want quick, personalised out-patient consultation in an exclusive ambience.

5. The Company has tied-up with M/s East Delhi Focus Imaging, LLP to install a PET mMR, PET-CT mCT 128, equipped with RTP and Respiratory 4D Gating and a Standing MRI. The facility shall offer improved performance parameters with faster whole body studies, potential for reduced dose requirements and improved lesion detectability. Indraprastha Apollo Hospitals will be the first hospital in the country to have a PET MRI system.

6. With an aim to further enhance the experience of patients and attendants as they wait, well known food brand "Haldirams" has been invited to operate a food outlet in the Atrium of the Hospital and it has been widely appreciated by the patients and attendants.

AWARDS AND ACCOLADES

The hospital continued to garner awards and accolades, ranging from recognition for its clinical excellence to CSR and environment best practices. The Week-Hansa survey on Best Hospitals in India, published in November, 2011, has rated the Hospital as:

- Best Private Hospital in Delhi

- Sixth best hospital across India

- Third best hospital for Cardiology in India

- Best private hospital for Diabetic Management in Delhi

- Third best multi specialty hospital in India in the private sector

- Second best hospital for Emergency care in Delhi in the private sector.

Dr Prathap C Reddy, Founder and Chairman, Apollo Hospitals Group was honoured with the prestigious Lifetime Achievement Award' at the FICCI Healthcare Excellence Awards 2011.

For its environmental practices, Indraprastha Apollo Hospital was awarded a Special Commendation for the Golden Peacock Environment Management Award by a jury chaired by Justice P. N. Bhagwati, Former Chief Justice of India.

At the CII Healthcare Excellence Awards, Apollo Delhi received Commendation for Strong Commitment to Excel on Journey towards Business Excellence.

The hospital received the 'CNBC TV18 and ICICI Lombard India Healthcare Awards 2011' for Best Hospital in Obstetrics and Gynecology.

The hospital continued to be the preferred medical partner at sporting events. It was selected as the referral hospital for the Formula One race held in Greater Noida in October, 2011.

Over the years, the medical fraternity at Indraprastha Apollo Hospitals has received many awards and accolades in recognition of its pioneering achievements in Indian healthcare. Excellence is reflected in the calibre and brilliance of our medical fraternity.

FOCUS ON QUALITY

The first hospital in the country to receive accreditation from the prestigious Joint Commission International, USA (in year 2005) for delivery of quality healthcare services and meeting patient safety needs, Indraprastha Apollo Hospitals has once again successfully met these ever exacting standards. It was surveyed again for re- reaccreditation in July, 2011, and again successfully sailed through the intensive and rigorous checks. The Hospital has now been re- accredited by JCI for a further period of three years.

Apollo Hospital, Noida was awarded Accreditation from NABH (National Accreditation Board for Hospitals and Healthcare providers) in June, 2011, valid for a period of three years.

Rigorous training has helped hardwire 5 S (Sort, Set in Order, Shine, Standardize and Sustain), which makes a workplace more orderly and efficient, into the system. There is an obvious visible impact with the workplaces looking neat, environment hygienic and organized, besides improving retreivability of items. Periodic 5 S audits were conducted.

With the constant focus on training, the average medication error rate has come down to 1.9 per 100 discharges which is better than the ISMP (Institute of Safe Medication Practices, US) benchmark of 2 per 100 discharges. The patient fall rate is 0.08 per 1000 Adjusted Patient Days which is much better than the acceptable rate of 2 per 1000 Adjusted Patient Days (JCAHO, US).

The Hospital has implemented the WHO sponsored "Safe Surgery Saves Lives" programme, which involves following of a Surgical Safety Checklist designed on the lines of the checklists followed by aircraft pilots, to reduce errors in surgical procedures. Bestselling author of the book 'The Checklist Manifesto', Dr. Atul Gawande, who had initiated the Safe Surgery programme, and is the WHO director on the project, visited the hospital and addressed the doctors and staff on this major initiative, expressing his satisfaction in the manner it was being implemented.

The Voice of Customer in-patient scores have exceeded the target of 4.6 set for the year, against a maximum of 5.

FIRE SAFETY IN THE HOSPITAL

Indraprastha Apollo Hospitals has taken proactive steps for fire safety in the Hospital, including constitution of a Fire Safety sub-committee and Daily Fire Safety Rounds. In order to ensure maximum preparedness fire drills are being conducted at odd hours such as middle of the night, Sundays or on Public holidays. The Frequency of checking important Fire equipment such as Fire Doors, Smoke Detectors, and Smoke Extractor machines has been increased to ensure optimum preparedness. A variety of additional equipment and signage have been acquired and installed. Fire Training sessions by Delhi Fire Service Officers have been conducted to impart training to the Hospital staff. To ensure that the staff is abreast with the latest trends and methods in Fire safety, the staff members are regularly being sent for specialised training to International Institute of Security and Safety Management and other fire safety institutes.

COMMUNITY OUTREACH PROGRAMS AND CORPORATE SOCIAL RESPONSIBILITY (CSR)

As always, the hospital continues to play a very proactive role in the community outreach programs. Some of the events organized during the year included:

- International Women's Day: A screening Camp was conducted at Delhi Secretariat for women employees, which was inaugurated by Hon'ble Chief Minister Smt. Sheila Dikshit. A special issue of Apollo Life, a publication highlighting all aspects of Cancer care including the preventive steps and treatment options available, was also released.

- World Blood Donor Day: A blood donation and awareness drive was conducted at a function presided over by Dr. A.K. Walia, Hon'ble Ministry of Health & Family Welfare, Govt. of NCT of Delhi, and attended by a large number of blood bank officers from Delhi and NCR, officials from the Ministry of Health, NGOs and donors.

- World Stroke Day: "Stroke Clubs" were launched across the city, providing a forum for stroke patients to interact and support each other in their recovery.

- Oral Cancer & Breast Cancer Awareness Campaigns: Oral Cancer & Breast Cancer Awareness campaigns were conducted for the benefit of the neighboring community, attendants of patients and all employees.

- Basic Life Support (BLS) training: The Emergency Department conducted 21 Basic Life Support (BLS) training sessions covering 1970 people from all walks of life on responding to medical emergency situations.

- Life Support training programmes: Several Life Support training programmes were also organised for Police personnel. BBC World News covered the programme as part of a documentary on road accidents and lauded the efforts to train police as first responders to road accidents.

- Hope is Real: Hope is Real chronicles real stories of people who had the courage to fight cancer. Our online services received a momentum, following the launch of a "facebook page" and a web portal (www.hopeisreal.in), which function as a one-point communication and information platform for people seeking information about cancer, treatment modalities, life support services and latest global standards of treatment options.

- Organ Transplant Annual Conference:

Indraprastha Apollo Hospitals, along with the Indian Society for Organ Transplant, jointly hosted its annual conference. Faculty included a number of specialists in Organ Transplantation from the US, the UK, and India.

- Gift a Life Initiative: In view of the need for organ donation in the country, the Apollo Transplant Institutes started a 'Gift a Life initiative which was launched, by ace cricketer Gautam Gambhir. The mission of Gift a Life' is to ensure that no person in India dies for want of an organ. The aim is to disseminate information and create awareness on the issue of organ donation and simultaneously connect doctors, citizens, hospitals, healthcare organisations, civil society organisations, Governments, NGOs and public sector institutions on a common platform to create awareness on this pressing issue of our times.

- First Living Donor Liver Transplant in Pakistan: On special invitation from the Sheikh Zayed Hospital in Lahore, a medical team from Indraprastha Apollo Hospitals led by Dr. Subhash Gupta, Senior Consultant-Liver Transplant performed the first Living Donor Liver Transplant in Pakistan. This unique collaboration between the medical fraternities of the two neighboring countries was widely covered by media of both the countries.

- Pledge to Donate Organs: To express support and solidarity with the Hospital's Organ Donation campaign, more than 2200 staff members led by the senior management pledged to donate their organs on 5th February to mark the Founder's Day of the Apollo Hospitals Group. A voluntary blood donation camp was also organized at the hospital on the same day.

- Celebrating Life: A Cancer Survivors' day was organized at the hospital. A magic show and hasyakavisammelan were organized, and mementos distributed to the participants. About 150 adult and pediatric cancer patients attended the event.

- Marathon/Run for Healthy Heart: As part of our efforts to engage with our neighbourhood Apollo Dil ki Daud was held at Indraprastha Apollo Hospitals. More than 1850 people participated in the mini marathon organised by the hospital in association with Billion Hearts Beating Foundation. More than half of these represented our Neighbourhood Residential Associations such as SaritaVihar, Jasola Vihar, New Friends Colony, SukhdevVihar and Kalkaji. There was a tremendous response from Apollo Staff members including Senior Consultants.

- World Neighbourhood Day: A cultural evening captioned Communion was organised with the Resident Welfare Associations and housing societies as well as neighbours at large. A positive response with active participation of more than 200 residents including RWA office bearers from our valuable neighbourhood residents of Sarita Vihar, Jasola Vihar, New Friends Colony, Sukhdev Vihar and Kalkaji made this evening memorable. The fun-filled musical evening where well known singer Shibani Kashyap and Kathak dancers Rahul Pawar and Shailaja kept the audience enthralled, was the first time any Hospital was celebrating such an event in the country.

- Chacha Nehru Sehat Yojana: The Hospital has been participating in the Chacha Nehru Sehat Yojana, a scheme started by Government of NCT of Delhi under which medical checkups for about 2500 children of Government schools have been done every month.

- Health Awareness Talks and Cancer Screening Camps: Almost 140 camps across the National Capital Region have been conducted over the year providing free ECG, Echo, BP, Blood Sugar and various consultations, where 20,618 people are benefited. Indraprastha Apollo Hospitals has, since its inception, stressed the importance of early diagnosis of cancer among the general public. Over the year, several health awareness talks and cancer screening camps were conducted.

- Jasola Village Clinic: As an extension of our commitment to the community, the Hospital continued to provide free out patient consultations with provision of free medicines and medical consumables to the residents of Jasola Village, near Sarita Vihar, New Delhi. The Apollo Jasola Village clinic is held thrice a week. In addition to this, monthly camps are organized at Jasola Village with over 2500 residents being examined and treated.

- Mobile Health Scheme Service: Indraprastha Apollo Hospitals, in collaboration with the Government of Delhi, has treated nearly 10,000 patients under the Mobile Health Scheme service to serve the following areas of Delhi:

- JJ Cluster area

- Madanpur Khadar

- BIW Camp, Matura Road

- Subhash Camp, Near NTPC

- New Sanjay Camp-near Okhla

- Badarpur, Jasola Village

- Programme for Underprivileged Children: A programme for 475 underprivileged children was organised in Bal Bharti Public School, Sector 21, Noida jointly with Army Officer's Wives Welfare Association. Apart from distribution of gifts, a magic and puppet show was organised and refreshments were served.

INFECTION CONTROL AND ENVIRONMENT

The Hospital Infection Control Program has succeeded in further reducing all infection indices, thus aiming to set a new benchmark in Indian healthcare. Employee safety and infection prevention were addressed by educational drives and measures were taken to augment personal protective equipment to prevent exposure inoculation injuries and provision of pre and post exposure prophylaxis. Employees were vaccinated for various preventable infections including Meningococcal infections and for other infections such as Hepatitis B and Chicken Pox as part of an ongoing practice. Care was also taken to maintain environment and hygiene within acceptable standards to contain infective exposures.

Infection rates at the Hospital are amongst the best in the world for urinary catheter related Urinary Tract Infection. (UTI), Central Line Related Blood Stream Infections (CRBSI) and Ventilator Associated Pneumonia (VAP). The success of the infection control programmes can be gauged by the decreasing trends in CRBSI with values as low as 0.97 per 1000 Central Lines Days and for VAP 2.06 per 1000 Ventilator Days and for CRUTI at 1.01 per 1000 Urinary Catheter Days.

The Hospital conducted a big campaign highlighting the role of Hand Hygiene in minimising infections. Antibiotic (Antimicrobial) consumption has also been reduced as a result of consistent monitoring.

TECHNOLOGY ABSORPTION

During the year, the Hospital continued its efforts to maintain standards at par with the best hospitals globally by investing in cutting-edge technology to offer the latest in medical care. Some of these are:

1. MRI guided HIFU (High Intensity Focused Ultrasound): Uterine fibroids are noncancerous growths of the uterus that often appear during child bearing years. Existing treatment options for women include medication or surgical removal. In contrast to the existing treatment options of surgery to remove fibroids, MR-HIFU offers women a quicker, non-invasive and precise treatment option. The procedure can be performed on an outpatient basis, with the patient leaving the hospital the same day and getting almost fully recovered within a few days. It combines resonance (MR) imaging, with high-intensity focused ultrasound (HIFU).

2. Intuitive Surgical-da Vinci Robotic Surgical System: With a view to provide the best available surgical experience to patients, the Hospital has introduced a state-of-the-art da Vinci Robotic Surgical system. This system combines computer and robotic technologies to create a new category of surgical treatment, robotic assisted laparoscopic, thoracscopic and endoscopic surgery. By providing surgeons with enhanced capabilities, the system makes it possible to treat a broader range of conditions using a minimally invasive approach for major surgery with only a few tiny incisions. In addition, the surgeons can operate with better visualization, precision, dexterity and control than possible using traditional surgical approaches.

3. Versa Pulse Power Suite: A 100 watt Holmium Laser was introduced for use in treating patients with enlarged prostate gland. The treatment offered is more effective, less invasive and reduces hospital stay as compared to conventional treatment.

4. Gene Xpert and Hain Molecular Diagnosis System: Keeping abreast with latest diagnostic techniques to deal with the scourge of tuberculosis, for rapid and simultaneous detection of tuberculosis and antimicrobial resistance to commonly used drug Rifampicin, the hospital heeded to the call of WHO policy statement on tuberculosis and procured the Molecular test facility for Gene-Xpert MTB/RIF and Hain Molecular System, considerably reducing the time to detect tuberculosis and drug resistance to within 2 days, besides being more sensitive and specific than current molecular methods .

ENERGY CONSERVATION

As part of our Energy Conservation Plan, all conventional light fittings are in the process of being replaced with LED-type energy saving light fixtures which has resulted in reduction of 30 KW load on our existing electricity consumption. In all, nearly 800 light fixtures were replaced with LEDs in areas across the hospital.

Additionally, we have also replaced all Mercury vapour and Sodium vapour external lights, numbering over 100 across the hospital, with energy efficient LED lights. This measure will reduce the electrical consumption of our external yard area substantially.

We have also installed 26 Variable Frequency Drives (VFDs) in our AHU motors and secondary Chiller Pumps. This measure will ensure that the hospital is able to save around 300 KW of electricity load.

Further, to create awareness amongst staff on energy conservation, 'Caution' stickers have been stuck on all electrical equipment encouraging staff to switch off fixtures when not in use.

Going forward, we are in the midst of incorporating an improved 'Building Automation System' for our Electrical and HVAC management. This will ensure a centralised control mechanism for the management of electricity and HVAC services and will vastly help in reducing manpower costs, energy consumption and overall operating expenditures.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:-

Earnings : Rs. 7,358.10 lakhs

Outgo : Rs. 1,965.05 lakhs

PARTICULARS OF EMPLOYEES

The Particulars of employees as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are annexed and form part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) That appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is also attached with this report.

A declaration by the Managing Director pursuant to clause 49(I)(D)(ii) of the Listing Agreement stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2012, is also attached with this report.

AUDITORS/AUDITORS' REPORT

M/s. S. C. Vasudeva & Co., Chartered Accountants, Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. S. C. Vasudeva & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. The Board of Directors recommends the appointment of M/s. S. C. Vasudeva & Co., Chartered Accountants as Auditors of the Company.

DIRECTORS

Mr. Anil Kamineni has resigned as Director of the Company. Ms. Shobana Kamineni and Mr. Deepak Vaidya have been appointed by the Board as Additional Directors of the Company. Pursuant to Section 260 of the Companies Act, 1956, Ms. Shobana Kamineni and Mr. Deepak Vaidya hold the office of Directors only up to the date of the Annual General Meeting of the Company. Notices have been received from members pursuant to Section 257 of the Companies Act, 1956, proposing the appointment of Ms. Shobana Kamineni and Mr. Deepak Vaidya as Directors of the Company, liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms. Suneeta Reddy, Mr. S. Regunathan, Prof. Ranjit Roy Chaudhury and Mr. Satnam Arora, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-election.

Resolutions seeking approval of the shareholders for the appointment /re-appointment of Directors have been incorporated in the notice of the Annual General Meeting.

The information on the particulars of the Directors seeking appointment /re-appointment, as required under clause 49 of the Listing Agreement, has been furnished in the notice to the shareholders for the Annual General Meeting.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary.

The Company also has a professional indemnity insurance policy to cover the risk on account of claims filed against the company in consumer courts.

RESEARCH & DEVELOPMENT

The Company is running a multi super- specialtyHospital and is not engaged in any major research & development activity. However, the Hospital continues to be a major centre for international clinical trials.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the employees at all levels and the consultant doctors.

For and on behalf of the Board

P.K. Tripathi Chairman

Place : New Delhi Date : 1st August, 2012