DIRECTORS' REPORT

Your Directors have the pleasure in presenting the 22^nd Annual Report on the business and operations of Artemis Medicare Services
Limited ("the Company"), together with the audited financial statements for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ("FY") ended March 31, 2026 is summarised below:

(Rs. in lacs)

STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE
OUTLOOK

During the fiscal year 2025-26 (FY26), the Company delivered
a strong and resilient performance, supported by sustained
demand for tertiary and quaternary healthcare services,
improvement in case mix profile, and continued focus on
operational and financial discipline. The year under review
reflects steady progress in strengthening clinical capabilities,
enhancing operational efficiency, and advancing the Company's
long-term growth strategy.

On a standalone basis, the Company reported revenue from
operations of Rs. 1,06,049.17 Lacs for FY26, as compared to
Rs. 91,326.13 Lacs in the previous year. EBITDA for FY26 was
Rs. 21,503.08 Lacs, as against Rs. 18,275.52 Lacs in FY25, while
Profit after tax for FY26 amounted to Rs. 10,344.15 Lacs, as
compared to Rs. 8,345.78 Lacs in the previous year. The financial
performance was primarily driven by higher realizations,
improved occupancy levels, and operating leverage, supported
by a favourable specialty mix and continued cost optimization
initiatives.

On a consolidated basis, the Company continued to
demonstrate stable performance, supported by contributions
from its domestic and international operations. The Company
reported revenue from operations of Rs. 1,08,124.24 Lacs
for FY26, as compared to Rs. 93,691.67 Lacs in the previous
year. Consolidated EBITDA stood at Rs. 21,800.58 Lacs versus
Rs. 18,477.55 Lacs in FY25. Profit after tax on a consolidated
basis was Rs. 10,371.52 Lacs for FY26, as compared to
Rs. 8,217.62 Lacs in FY25. The overall consolidated performance
reflects steady growth across key parameters and continued
improvement in operational metrics.

During the year under review, the Company continued to
strengthen its position as a leading tertiary and quaternary care
provider. The operational performance was marked by sustained
growth in inpatient and outpatient volumes, supported by
increasing demand for complex and high-acuity treatments
across key specialties such as oncology, cardiac sciences,
neurosciences and critical care. The Company achieved one
of its highest levels of Average Revenue per Occupied Bed
(ARPOB), driven by higher clinical complexity, improved payer
mix and enhanced realizations. Operational efficiencies were
further supported by standardized clinical protocols, optimal
resource utilization and continued focus on quality and patient
safety.

In line with its in-house expansion strategy, the Company
operationalised its third tower, which augmented the
bed capacity and supported future growth in high-acuity
specialties. During FY26, the Company was also awarded
a Platinum Green Building certification and in light of the
revised regulatory framework introduced by the Government
of Haryana, this certification is expected to facilitate the
addition of approximately 250 beds over a period of time. This
will enable the Company to scale its capacity to nearly 1,000
beds at a single location, further strengthening its position as a
leading healthcare facility. The enhanced capacity is expected
to improve access to care, deepen referral networks, and
strengthen patient engagement across its catchment areas.

The Company's overseas unit, Artemis Curepipe Hospital in
Mauritius, demonstrated encouraging progress during FY26,
with a steady ramp-up in operations and improving utilisation
levels. Reflecting its continued commitment to expanding its
international footprint, the Company also announced a new
110 beds facility in Mauritius under the name "Artemis
Cascavelle Hospital" during FY26. The performance of the
existing unit underscores growinsg market acceptance and
strengthening clinical and operational capabilities, while the
upcoming facility is expected to further enhance the Company's
presence and service offerings in the region.

In line with its growth strategy, the Company has announced
its upcoming super-speciality hospital in Raipur, expected to
operationalise by FY2027, marking a significant step towards
expanding its geographic footprint in Central India. In addition,
the Company has signed a Memorandum of Understanding
(MoU) for the development of a ~650s beds facility under the
"VIMHANS ARTEMIS HOSPITAL" brand in South Delhi. These
projects are aligned with the Company's long-term vision of
scaling capacity in high-growth markets and strengthening its
presence across key regions.

The proposed developments in Raipur and South Delhi are
expected to be funded through a mix of proceeds from the
International Finance Corporation (IFC) investment, internal
accruals, and debt financing. This balanced funding approach
is intended to support disciplined capital allocation while
maintaining financial flexibility, enabling the Company to
execute its expansion plans efficiently and sustainably.

In a notable development, the Company has initiated
a comprehensive heart and lung transplant program in
collaboration with KIMS Hospitals, Hyderabad. This partnership
brings together clinical expertise, advanced infrastructure
and established transplant protocols to deliver complex
transplant procedures with improved clinical outcomes,
significantly strengthening the Company's capabilities in organ
transplantation and critical care.

The Company has also launched a dedicated Geriatric and
Longevity Program, aimed at addressing the evolving healthcare
needs of the ageing population through a multidisciplinary
approach focused on preventive care, chronic disease
management, rehabilitation and overall wellness.

Further strengthening its emergency and critical care response
capabilities, the Company has introduced a 5G-enabled
ambulance service designed to enable real-time data
transmission, remote monitoring and faster clinical decision
making during patient transport. In addition, the Company has
expanded its reach through the introduction of train and air
ambulance services, enabling seamless and timely access to
advanced medical care across geographies.

The Company is also actively exploring the integration of
Artificial Intelligence (AI)-enabled solutions across diagnostics,
treatment protocols and operational processes to further
enhance quality of care and patient outcomes.

Enhancing patient experience and service quality continues to
remain a key priority. During FY26, the Company undertook
several initiatives to improve the overall patient journey,
including strengthening service delivery processes and
implementing structured feedback and grievance redressal
mechanisms. These initiatives are aimed at improving
responsiveness, transparency and overall patient satisfaction,
while reinforcing the Company's commitment to patient-centric
care.

Going forward, the Company remains focused on strengthening
its leadership position through calibrated capacity expansion,
deepening of specialty capabilities, and continued investment
in clinical excellence and technology. Expansion across Delhi
NCR and select Tier II and Tier III markets, supported by a
disciplined and capital-efficient approach, will remain a key
pillar of Company's growth strategy.

With a strong clinical foundation, robust governance framework
and a clear strategic roadmap, the Company is well positioned
to capitalize on emerging opportunities in the healthcare sector.
The Board remains confident that the Company will continue to
deliver sustainable growth and create long-term value for its
stakeholders while maintaining the highest standards of quality,
ethics and patient care.

DIVIDEND

Your Company has a consistent track record of dividend
payments over the last three financial years. Your Directors
are pleased to recommend a final dividend of Re. 0.45 per
Equity Share having face value of Re. 1/- each (i.e. 45%) for
FY 2025-26, for your approval. The dividend, if approved,
shall be payable to the Members whose names appear in the
Register of Members/ List of Beneficial Owners as on the record
date i.e., July 10, 2026.

The Board has recommended the above final dividend based on
the Company's Dividend Distribution Policy which is available on
the website of the Company athttps://www.artemishospitals.
com/BackEndImages/downloads/Investorsdata/dividend-
distribution-policv.pdf.

RESERVES

During the year under review, no amount was transferred to
the reserves by the Company.

BOARD OF DIRECTORS

As on March 31, 2026, the Company's Board comprised
10 (Ten) Directors comprising of 1 Executive Director,
4 Non-Executive Directors and 5 Independent Directors
(including 1 Woman Director). The details of Directors and
composition of various committees of the Board and other
details are provided in Corporate Governance Report forming
part of the Annual Report.

a) Changes in Directors and Key Managerial Personnel

During the year under review and between the end of the
financial year and date of this report, following are the
changes in Directors and Key Managerial Personnel of the
Company:

(i) Dr. Nirmal Kumar Ganguly (DIN: 02316154) had
submitted his resignation as a Non-Executive
Non-Independent Director of the Company with effect
from the close of business hours on May 12, 2025 due
to personal reasons.

(ii) Ms. Deepa Gopalan Wadhwa (DIN: 07862942) ceased
to be an Independent Director of the Company upon
completion of her term of five years as an Independent
Director on May 21, 2025.

(iii) The Board of Directors at their meeting held on
May 12, 2025, approved the appointment of Mr. Sunam
Sarkar (DIN: 00058859) as an Additional Director
(Non-Executive Non-Independent) with effect from
May 12, 2025, and the Members of the Company
at their Annual General Meeting ("AGM") held on
July 30, 2025, appointed him as a Non-Executive
Non-Independent Director, liable to retire by rotation.

(iv) The Board of Directors at their meeting held on
May 8, 2026, approved the appointment of Mr. Tapan
Mitra (DIN: 08445248) as an Additional Director in the
category of Independent Director for a term of 3 (three)
consecutive years, with effect from May 8, 2026 to
May 7, 2029, subject to the approval of the Members
at the ensuing AGM.

The Board of Directors at their meeting held on May 8,
2026, had recommended to the Members at the ensuing
AGM the appointment of Dr. Girdhar Jessaram Gyani
(DIN: 05169157) as an Independent Director of the
Company, not liable to retire by rotation, to hold office
for a term of 3 (three) consecutive years, with effect from
August 1, 2026 to July 31, 2029.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience
and expertise (including the proficiency) and hold highest
standards of integrity.

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 ("the Act"), Mr. Neeraj Kanwar
(DIN: 00058951), Director of the Company, who retired by
rotation, was re-appointed by the Members of the Company
at the AGM held during the year under review. Further,
Ms. Shalini Kanwar Chand (DIN: 00015511), Director of the
Company, is liable to retire by rotation and being eligible,
offers herself for re-appointment at the 22^nd AGM of the
Company.

None of the aforesaid Directors are disqualified under
Section 164(1) or 164(2) of the Act and are not debarred
from holding the office of Director pursuant to order of
SEBI or any other authority.

b) Declaration by Independent Directors

In terms with Section 149(7) of the Act read with
Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), Independent Directors of the Company
have submitted declarations that they meet the criteria of
Independence as provided in Section 149(6) of the Act and
also Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors have also complied with the
Code for Independent Directors as per Schedule IV of the
Act. All our Independent Directors are registered on the
Independent Director's Databank.

c) Formal Annual Evaluation

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board is required to carry out
annual evaluation of its own performance and that of its
Committees and Individual Directors. The Nomination
and Remuneration Committee ("NRC") of the Board also
carries out evaluation of every Director's performance.
Accordingly, the Board, Independent Directors and NRC of
your Company have carried out the performance evaluation
during the year under review.

For annual performance evaluation of the Board as a
whole, it's Committees and individual Directors including
the Chairman of the Board, the Company has formulated
questionnaires to assist in evaluation of the performance.
Every Director has to fill the questionnaires related to the
performance of the Board, its Committees and individual
Directors except himself by rating the performance on each
question on the scale of 1 to 5, 1 being Unacceptable and 5
being Exceptionally Good.

On the basis of the response to the questionnaires, a matrix
reflecting the ratings was formulated and placed before the
Board for formal annual evaluation by the Board of its own
performance and that of its Committees and individual
Directors. The Board was satisfied with the evaluation
results.

d) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Act and
Regulation 25(3) of the SEBI Listing Regulations, a separate
meeting of the Independent Directors was held on March
18, 2026.

The Independent Directors at the meeting, inter-alia,
reviewed the following:

• Performance of Non-Independent Directors and the
Board as a whole.

• Performance of the Chairman of the Company, taking
into account the views of Executive Director and Non¬
Executive Directors.

• Assessed the quality, quantity and timeliness of flow of
information between the Company Management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

e) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination
and Remuneration Committee, laid down a Nomination
& Remuneration Policy for selection and appointment
of the Directors, Key Managerial Personnel and Senior
Management and their remuneration. The extract of the
Nomination & Remuneration Policy covering the salient
features are provided in the Corporate Governance Report
forming part of the Annual Report.

The Nomination & Remuneration Policy of the Company is
available on the website of the Company at

https://www.artemishospitals.com/BackEndImages/

downloads/Investorsdata/amsl-nomination-and-

remuneration-policv.pdf.

f) Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for
Directors and Senior Management Personnel. All Directors
and Senior Management Personnel had affirmed that
they have complied with the provisions of the said code
during the financial year ended March 31, 2026. For further
details, please refer the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial
position of your Company have occurred between the end of
the financial year to which the financial statements relate and
the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No significant and material orders have been passed during
the year under review by the regulators or courts or tribunals
impacting the going concern status and Company's operations
in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company
during the year under review.

INTERNAL FINANCIAL CONTROLS

Internal Financial Control means the policies and procedures
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, timely prevention and
detection of frauds and errors, the accuracy and completeness
of the accounting records and timely preparation of reliable
financial information.

The Company has an Internal Financial Control Framework
commensurate with the size, scale and complexity of its
operations and in line with the requirements of the Companies
Act 2013. The IFC framework supports in ensuring that all
the assets are safeguarded and protected against loss from
unauthorized use or disposition, and that the transactions are
authorized, recorded and reported correctly. These controls
are supported by Internal Audits, Management reviews and
documented policies, guidelines and procedures. These controls
are designed to ensure that the financial and other records are
reliable for preparing financial information and other reports
and for maintaining regular accountability of the Company's
assets. The Company uses SAP S/4HANA (ERP) to process
financial transactions and maintain its books of accounts. The
SAP-S/4HANA has been setup to ensure adequacy of financial
transactions and integrity & reliability of financial reporting.
Internal Financial Controls of the Company are adequate
with reference to the Financial Statements and are operating
effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI Listing Regulations,
a detailed Management Discussion and Analysis Report is
presented in a separate section forming part of the Annual
Report.

SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

As on March 31, 2026, your Company has only one Subsidiary
i.e. Artemis Cardiac Care Private Limited (a joint venture
with Philips Medical Systems Nederland BV), which operates

and manages multiple cardiac centres with interventional &
diagnostics cardiology and critical care capability. Further, your
Company has no associate company.

The contribution of Subsidiary to the overall performance of
the Company is outlined in note no. 42(b) of the Consolidated
Financial Statements for the financial year ended March 31,
2026, forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Section 129 of the Act and Regulation
33 of the SEBI Listing Regulations, the Consolidated Financial
Statements have been prepared by the Company in accordance
with the applicable Accounting Standards. The audited
Consolidated Financial Statements, together with Auditors'
Report, form part of the Annual Report.

The Company shall place separate audited financial
statements of its subsidiary company on its website at
https://www.artemishospitals.com/investors.

A statement in Form AOC-1 containing the salient features of
the financial statements of the Company's subsidiary/ joint
venture for the financial year ended March 31, 2026 is also
attached with the financial statements forming part of the
Annual Report.

MATERIAL SUBSIDIARIES

Your Company has no material subsidiary in accordance with
Regulation 16 of the SEBI Listing Regulations.

DEPOSITS

During the year under review, the Company did not accept
deposits covered under Chapter V of the Act. Further, no
amount of principal or interest on deposits was outstanding as
on March 31, 2026.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. T R Chadha & Co LLP, Chartered Accountants
(FRN: 006711N/N500028), were appointed as Statutory
Auditors of the Company for a period of 5 (five) consecutive
years, from the conclusion of the 17^th AGM until the conclusion
of the 22^nd AGM, at the AGM held on July 20, 2021.

The report given by M/s. T R Chadha & Co LLP, Chartered
Accountants, Statutory Auditors on the financial statements of
the Company for FY 2025-26 forms part of the Annual Report.
The comments on statement of accounts referred to in the
Auditors' Report are self-explanatory. The Auditors' Report does
not contain any qualification, reservation or adverse remark.

The present term of M/s. T R Chadha & Co LLP, Chartered
Accountants, would expire at the conclusion of the ensuing
AGM. Based on the recommendation of the Audit Committee,
the Board of Directors of your Company has recommended
the re-appointment of M/s. T R Chadha & Co LLP, Chartered
Accountants, as the Statutory Auditors of the Company for
another term of 5 (five) consecutive years, from the conclusion

of the 22^nd AGM until the conclusion of the 27^th AGM of the
Company to be held in the year 2031.

A consent and eligibility certificate has been received from
M/s. T R Chadha & Co LLP, consenting to act as the Statutory
Auditors of the Company and confirming that they are eligible
for re-appointment as Statutory Auditors of the Company under
Section 139 of the Companies Act, 2013 and meet the criteria
for appointment specified in Section 141 of the Companies
Act, 2013. Further, they have confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI).

A resolution seeking their appointment forms part of the Notice
convening the 22^nd AGM and is recommended for consideration
and approval of the Members of the Company.

Cost Auditors

There was no qualification, reservation or adverse remark or
observation/suggestion in the Cost Audit Report for FY 2024-25
as submitted by M/s. Chandra Wadhwa & Co., Cost Accountants,
Cost Auditors of the Company.

The Board at its meeting held on May 12, 2025, appointed
M/s. Chandra Wadhwa & Co., Cost Accountants, to carry out
the audit of cost records of the Company for FY 2025-26.

Based on the recommendation of Audit Committee,
M/s. Chandra Wadhwa & Co., Cost Accountants, being eligible,
have also been appointed by the Board at its meeting held on
May 8, 2026 as Cost Auditors to audit the cost records of the
Company for FY 2026-27. The Company has received a letter
from M/s. Chandra Wadhwa & Co. to the effect that their
appointment would be within the limits prescribed under
Section 141(3)(g) of the Act and that they are not disqualified
for such appointment within the meaning of Section 141 of the
Act. The remuneration to be paid to M/s. Chandra Wadhwa &
Co. for FY 2026-27 is subject to ratification by the Members at
the ensuing AGM.

Cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Act are made and
maintained by the Company.

Secretarial Auditors

M/s. DMK Associates, Practicing Company Secretaries (Firm
Registration Number: P2006DE003100), were appointed as
the Secretarial Auditors of the Company to undertake the
Secretarial Audit for a term of five consecutive years i.e. from
FY 2025-26 to FY 2029-30, by the Board at their meeting held
on May 12, 2025 and subsequently approved by the Members
at the AGM held on July 30, 2025.

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Secretarial Auditors, M/s. DMK
Associates, Practicing Company Secretaries, has issued a
Secretarial Audit Report for FY 2025-26. The Secretarial Audit
Report does not contain any qualification, reservation or
adverse remark and is annexed herewith as Annexure-I.

Reporting of fraud by the Auditors

During the year under review, none of the Auditors of the
Company had reported any matter under Section 143(12) of
the Act. Therefore, no detail is required to be disclosed under
Section 134(3)(ca) of the Act.

MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meetings is prepared and circulated in advance
to the Directors. During the year, under review 5 (five) Board
meetings were convened and held. The intervening gap
between the meetings was within the period prescribed
under the Act and the SEBI Listing Regulations. The details of
all Board/ Committee meetings held during FY 2025-26 are
given in the Corporate Governance Report forming part of the
Annual Report.

AUDIT COMMITTEE

The details of the Audit Committee including its composition
and terms of reference are mentioned in the Corporate
Governance Report forming part of the Annual Report.

The Board, during the year under review, had accepted all
recommendations made to it by the Audit Committee.

VIGIL MECHANISM

The Company has formulated a vigil mechanism through
Whistle Blower Policy to deal with instances of unethical
behaviour, actual or suspected fraud or violation of Company's
code of conduct. The details of the policy are provided in
the Corporate Governance Report and also available on the
website of the Company athttps://www.artemishospitals.com/
BackEndImages/downloads/Investorsdata/whistle-blower-
policy.pdf.

COMMITTEES OF BOARD

Pursuant to the requirements under the Act and the SEBI Listing
Regulations, the Board of Directors has constituted various
Committees of Board such as Audit Committee, Nomination
and Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee,
Business Responsibility & Sustainability Committee and Risk
Management Committee. The details of composition and
terms of reference of these Committees are mentioned in the
Corporate Governance Report.

SHARE CAPITAL

Authorised Capital

During the year under review, there was no change in the
Authorised Share Capital of the Company. As on March 31,
2026, the Authorised Share Capital of the Company stood at
Rs. 70,05,00,000/- divided into 69,55,00,000 Equity Shares of
face value of Re. 1/- each and 50,000 Preference Shares of face
value of Rs. 100/- each.

Issued, Subscribed and Paid-up Capital

During the year under review, 17,41,750 equity shares
were allotted pursuant to exercise of stock options under

Artemis Medicare Management Stock Option Plan - 2021
and 1,89,62,247 equity shares were allotted to International
Finance Corporation ("IFC"), a qualified institutional buyer and
who does not belong to the promoter/ promoter group of the
Company, upon conversion of, on maturity, of 33,000 fully paid
unsecured compulsorily convertible debentures of face value of
Rs. 1,00,000/- each of the Company as issued to IFC.

Subsequent to the aforesaid allotment, the issued, subscribed
and paid-up equity share capital of the Company as on
March 31, 2026 was Rs. 15,83,06,247/- comprising of
15,83,06,247 Equity Shares of face value of Re. 1/- each.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with
differential rights during the year under review.

b. Issue of sweat equity shares

Your Company has not issued any sweat equity shares
during the year under review.

c. Issue of employee stock options

During the year under review, 17,41,750 stock options were
vested and upon exercise converted into equal number of
equity shares of face value of Re. 1/- each fully paid-up.

d. Provision of money by Company for purchase of its own
shares by employees or by trustees for the benefit of
employees

Your Company has not made any provision of money for
purchase of its own shares by employees or by trustees for
the benefit of employees during the year under review.

ESOP SCHEME

Pursuant to approval accorded by the Board and Members
of the Company on February 4, 2021 and March 14, 2021,
respectively, the Artemis Medicare Management Stock Option
Plan-2021 ("the Plan") was introduced to issue and allot equity
shares to the eligible employee of the Company.

The total number of stock options granted pursuant to the Plan
was 69,67,000 which shall be convertible into an equal number
of equity shares of face value of Re. 1/- each. The Company has
received approvals from stock exchanges i.e. BSE Limited and
National Stock Exchange of India Limited under the SEBI Listing
Regulations for the listing of the equity shares issued pursuant
to the Plan.

All the stock options under the Plan have been fully exercised
and converted into an equal number of equity shares. As on
March 31, 2026, no stock options remain pending to be granted
or exercised under the Plan.

In terms of the provisions of Regulation 14 of the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("the SEBI SBEB Regulations"), the required

disclosure is available on the website of the Company at
https://www.artemishospitals.com/BackEndlmages/
downloads/Investorsdata/esop-disclosure-under-regulation-
14-fy-2025-26.pdf The Plan has been implemented in
accordance with the SEBI SBEB Regulations and the resolution
passed by the Members of the Company. A certificate in this
regard from the Secretarial Auditors of the Company shall be
placed at the ensuing AGM for inspection by the Members.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not given
any loan or provided any guarantee, or made any investment
covered under the provisions of Section 186 of the Act.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions/ entered by the
Company during the year under review with related parties
were in the ordinary course of business and on an arm's length
basis and do not attract the provisions of Section 188 of the Act.
During the year under review, the Company did not enter into
any contracts/ arrangement/ transaction with related parties
which could be considered material in accordance with the
Related Party Transactions policy of the Company.

Suitable disclosures as required by the Indian Accounting
Standards have been made in the note no. 31 to the Standalone
Financial Statements forming part of the Annual Report. The
Related Party Transactions policy is available on the Company's
website athttps://www.artemishospitals.com/BackEndImages/
downloads/Investorsdata/related-partv-transaction-policv.pdf.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The details required to be disclosed pursuant to Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Corporate Governance Report.

During the year under review, Dr. Devlina Chakravarty, Managing
Director, did not receive any remuneration or commission from
the Company's subsidiary.

Particulars of employees as per 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, forms part
of this Board's Report. In terms of the provisions of Section 136
of the Act, the Annual Report comprising financial statements
etc. is being sent to the Members of the Company excluding
information on employees' particulars which is available for
inspection by the Members at the Registered Office/ Corporate
Office of the Company during the business hours on all working
days (except Saturdays and Sundays) of the Company up to the
date of the ensuing AGM. Any Member interested in obtaining
a copy thereof, may write to the Company Secretary at the
Corporate Office of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a formal policy for the prevention
of sexual harassment of its employees at the workplace and
has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"). The Company conducts awareness
sessions from time to time to sensitize employees on the
prevention, prohibition, and redressal of sexual harassment at
the workplace.

The details of the complaints under POSH Act for FY 2025-26
are as under:

a) Number of complaints of sexual harassment received in the
year - Nil

b) Number of complaints disposed off in the year - Nil

c) Number of cases pending for more than ninety days - Nil

For further details, please refer the Corporate Governance
Report.

MATERNITY BENEFIT

The Company is committed to providing a supportive and
inclusive work environment for its employees. In this regard,
the Company has complied with the applicable provisions of
the Maternity Benefit Act, 1961, as amended. The Company
provides maternity benefits and related facilities to eligible
women employees in accordance with the requirements
prescribed under the Maternity Benefit Act, 1961.

AWARDS AND RECOGNITIONS

Your Company was honoured and recognised at various
prestigious forums for its continuous pursuit of growth and
excellence. The prominent awards received are listed below:

> National Growth Summit & Award 2025 for (i) Best
Hospital for Cosmetic & Plastic Surgery; and (ii) Fastest
Growing Super Speciality Hospital, in Delhi NCR.

> National Empowerment Award 2025 for (i) Emergency
& Trauma Services, (ii) Dermatology, (iii) Obstetrics
& Gynaecology, (iv) Critical Care, and (v) Community
Awareness, awarded in May 2025.

> Health Care leadership Award at 5^th Economic Times
Healthcare Leaders Summit at New Delhi.

> FICCI Medical Value Travel Awards 2026 - Conferred at the
Advantage Healthcare India 2026, the 8th International
Summit on Medical Value Travel ("MVT") held at Indo
Expo Centre & Mart, Greater Noida. Artemis Hospital was
conferred four Prestigious Honours in the MVT Specialist
Hospital category across multiple super-specialties
Cardiology & Interventional Cardiology, Neurology &
Neurosurgery, Orthopaedic Surgery - Joint Replacement,
Cosmetic & Reconstructive Surgery.

> Ratan Tata Healthcare Excellence Award 2026.

> India Health Summit & Awards 2026, for revitalising India's
Healthcare Infrastructure and Leveraging Digital Power.

> Navapath Puraskaar 2026, by Navhera Foundation, in
recognition of exceptional contributions to social service &
Excellence in Healthcare.

RISK MANAGEMENT

The Company has an adequate risk assessment and
management process in place to identify and notify the Audit
Committee and the Board about the risks or opportunities that
could have an adverse impact on the Company's operations or
that could be exploited to maximize the gains. The Company
has constituted a Risk Management Committee ("RMC") of
the Board. The RMC has formulated a Risk Management Policy
that is intended to ensure that an effective Risk Management
framework is established and implemented within the
Company. The Company's approach to addressing business
risks is comprehensive, and the RMC periodically reviews such
risks, evaluate their impact, and develops mitigation plans. A
framework for controls and a reporting mechanism of risks are
in place.

Further details about the RMC including its composition are
mentioned in the Corporate Governance Report forming part
of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes its responsibility towards creating
a common good for all stakeholders and is committed to
integrating economic, environmental, and social objectives
with its operations and growth. Through its CSR initiatives, the
Company strives to make visible and meaningful contributions
to society and the environment. The Company has a dedicated
CSR team, that works exclusively towards achieving the CSR
goals of the organization. All CSR activities are carried out either
directly by the Company or through registered implementing
agencies and these activities are closely monitored under the
guidance of the CSR Committee.

During the year under review, the Company continued to
work on its core thematic initiatives such are environment
sustainability, rainwater harvesting, conservation of solar
energy & natural resource, fight against tuberculosis, and
menstrual health & hygiene management. These initiatives
aims to promote greenery by tree plantation, horticulture and
landscaping of the urban green space; make Gurugram a Zero
Rain-Water Outflow City; eliminate the burden of Tuberculosis
in Haryana; raise awareness on menstrual health and hygiene;
and meet the demand of electricity through renewable energy
by harnessing sunlight into electricity.

The Annual Report on CSR Activities for FY 2025-26, pursuant to
requirements of Section 134(3)(o) of the Act and Rule 8 of the

Companies (Corporate Social Responsibility) Rules, 2014 forms
part of this Report as Annexure-II.

The CSR Policy of the Company is available on the website
of the Company athttps://www.artemishospitals.com/
BackEndlmages/downloads/Investorsdata/corporate-social-
resonsibilitv-policv.pdf.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The SEBI Listing Regulations, as amended from time to
time, has mandated the top 1000 Listed Companies by
market capitalisation to include Business Responsibility and
Sustainability Report ("BRS Report") in their Annual Report.

Accordingly, a BRS Report, describing the initiatives taken by
the Company from an environment, social and governance
perspective, forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign
exchange earnings and outgo are provided in Annexure-III to
this Report.

ANNUAL RETURN

As per Section 134(3)(a) of the Act, the Annual Return referred
to in Section 92(3) of the Act has been placed on the website
of the Company i.e. www.artemishospitals.comunder the
Investors Section (Refer link https://www.artemishospitals.
com/BackEndImages/downloads/Investorsdata/annual-return-
fy-2025-26.pdf).

CORPORATE GOVERNANCE REPORT

At Artemis, we hold ourselves to the high standards of
corporate governance, recognizing its pivotal role in fostering
trust, integrity, and accountability within our organization.
Our philosophy revolves around ethical leadership, board
independence, and transparent communication. Upholding
patient safety and quality care as our utmost priorities,
we remain committed to regulatory compliance and the
continuous improvement of our governance practices. Through
a culture of responsibility and adaptability, we are committed
to ensuring that our actions align with our mission of enhancing
healthcare outcomes and improving lives, thereby earning the
confidence of our stakeholders and contributing positively to
the healthcare community.

The compliance report on corporate governance and a certificate
on corporate governance received from M/s. Ankit Tiwari &
Co., Practicing Company Secretaries, regarding compliance of
the conditions of corporate governance, as stipulated under
Schedule V of the SEBI Listing Regulations form part of the
Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Act, your Directors state
that:

a) in the preparation of the annual accounts for the financial
year ended March 31, 2026, the applicable accounting
standards had been followed along with proper explanation
relating to material departures;

b) the Directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of the Company as
at the end of financial year and of the profit of the Company
for that period;

c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

d) the Directors had prepared the annual accounts on a going
concern basis;

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

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

SECRETARIAL STANDARDS

During the year under review, your Company had complied
with all the applicable Secretarial Standards.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be
transferred by the Company to the Investor Education and
Protection Fund.

OTHER DISCLOSURES

1) During the year under review, the Company has neither
made any application nor any proceeding is pending under
the Insolvency and Bankruptcy Code, 2016.

2) During the year under review, there was no transaction
requiring disclosure or reporting in respect of matter
relating to instance of one-time settlement with any bank
or financial institution.

ACKNOWLEDGEMENT

Your Company's organizational culture upholds professionalism,
integrity and continuous improvement across all functions, as
well as optimum utilization of the Company's resources for
sustainable and profitable growth.

Your Directors places on record their sincere gratitude to
the Central Government, State Governments, regulatory
authorities and other Government agencies for their continued
support and cooperation. We extend our deepest appreciation
to the medical fraternity, particularly the doctors, specialists,
surgeons and healthcare professionals associated with the
Company, whose expertise and dedication to patient care
remain fundamental to the Company's success and also
acknowledges the commitment and valuable contributions of
all employees in driving the Company's growth and excellence
in healthcare services. We also express our sincere thanks to
business partners, bankers, stakeholders and shareholders for
their continued trust and support.

For and on behalf of the Board of Directors

Onkar Kanwar

Place: Gurugram Chairman

Date : May 8, 2026 DIN: 00058921