Dear Member,
Your Directors have the pleasure in presenting the 22nd Annual Report
on the business and operationsof 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)
| Particulars |
Year ended |
Year ended |
|
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
|
Standalone |
Consolidated |
| Revenue from operations |
1,06,049.17 |
91,326.13 |
1,08,124.24 |
93,691.67 |
| Other income |
2,990.48 |
3,291.50 |
2,982.92 |
3,298.59 |
| Total income |
1,09,039.65 |
94,617.63 |
1,11,107.16 |
96,990.26 |
| Earnings before Interest, Tax, Depreciation and EBITDA) |
21,503.08 |
18,275.52 |
21,800.58 |
18,477.55 |
| Less: Finance costs |
2,694.40 |
3,048.26 |
2,768.72 |
3,194.48 |
| Less: Depreciation & amortisation expenses |
4,632.79 |
4,301.80 |
4,806.64 |
4,516.49 |
| Profit before exceptional items and tax |
14,175.89 |
10,925.46 |
14,225.22 |
10,766.58 |
| Less: Exceptional Items |
307.44 |
- |
307.44 |
- |
| Profit before tax |
13,868.45 |
10,925.46 |
13,917.78 |
10,766.58 |
| Less: Tax expense |
3,524.30 |
2,579.68 |
3,546.26 |
2,548.96 |
| Profit after tax |
10,344.15 |
8,345.78 |
10,371.52 |
8,217.62 |
| Other comprehensive income / (loss) |
(16.38) |
(8.40) |
(18.05) |
(9.84) |
| Total comprehensive income |
10,327.77 |
8,337.38 |
10,353.47 |
8,207.78 |
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 year under
review operational and financial reflectssteady progress in strengthening clinical
capabilities, the Company's enhancingoperational trics. long-term growth strategy.
On a standalone basis, the Company reported revenue from operations of
Rs. 1,06,049.17 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, compared to Rs. 8,345.78 Lacs in the previousyear. al care. The
financial Company 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, ation and continued focus onthe 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 reflectssteady growth across
key parameters and continued improvementinoperational During the year under review, the
Company continuedto strengthen its positionas a leading tertiary and quaternary care
provider. The forFY26,ascomparedto operationalperformance was marked by sustained growth
in inpatient and outpatient volumes, supported by increasing demand for complex and
high-acuity treatments asacross key specialties such as oncology, cardiac sciences,
achieved one neurosciencesand of its highest levels of Average Revenue per Occupied Bed
(ARPOB), driven by higher clinical complexity, improved payer
efficiencies mixandenhancedrealizations.Operational further supported by standardized
clinical protocols, optimal resource 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 revised regulatory framework introduced by the
Government of Haryana, this certification is expected to facilitate 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
leading healthcare facility. The enhanced capacity is expected Artificial Intelligence
(AI)-enabled 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 operationsandimprovingutilisation commitment to expanding its
levels.Reflectingitscontinued 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
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 robust governance framework 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 maintaining financial flexibility, enabling the Company to execute its
expansionplansefficiently and sustainably.
In a notable development, the Company hasinitiated a comprehensive
heart and lung transplant program in collaborationwith 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 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 populationthrough a multidisciplinary approach focused on preventive care,
chronic disease management, rehabilitation and overall wellness.
Further strengthening its emergency and capabilities, the Company has
introduced a 5G-enabled ambulance service designed to enable real-time transmission,
remote monitoring and faster clinical decision making during patient transport. In
addition,the Company has the expanded its reach through the introduction of train and air
the ambulance services, enabling seamless and timely access to advanced medical care
across geographies.
The Company is also actively exploring the integration of across
diagnostics, treatment protocols and operational processes to further enhance quality of
care and patient outcomes.
Enhancing patient experience and service 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, 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 deliver sustainable
growth and create long-term value for its stakeholders while maintaining the highest
standards of quality, ethics and patient care. while
DIVIDEND
Your Company has a consistent track record of dividend payments over
the last three financialyears. 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 Ownersas on the recordin organ
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 at https://www.artemishospitals.
com/BackEndImages/downloads/Investorsdata/dividend-distribution-policy.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, followingarethe of Director 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
("AGM") held onat their Annual General Meeting 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 office Company,notliable
rotation,to hold retireby 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 22nd 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 to order of fromholdingtheoffice SEBI or any
other authority.
b) Declaration by Independent Directors
In terms withSection149(7) of the Act read with of the SEBI
(ListingObligations and Regulation
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 also Regulation.Regulations
16(1)(b) oftheSEBIListing
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
ListingRegulations, the Board is required to carry out annual
evaluation of its own performance and that of its Committees and Individual Directors. The
and RemunerationCommittee ("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 evaluationof the Board as a whole, it's
Committees and individual Directors including the Chairman of the Board, the Company has
formulated questionnaires to Every Director has to fill the performance of the Board, its
Committees and individual Directors except himself by ratingthe 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 Board for formal annual evaluation by the Board of its own
performance and that of its Directors. The Board was satisfiedwith the evaluation results.
d) Separate Meeting of Independent Directors ant and In terms of
requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing
Regulations, a 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 timelinessof flow of
informationbetween 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 selectionand 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 Companyreporting.
available on the website of the Company at https://www.artemishospitals.com/BackEndImages/
downloads/Investorsdata/amsl-nomination-and-remuneration-policy.pdf.
f) Code of Conduct for Directors and Senior Management
The Company has formulated a forming part of theCode 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 placed before the
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 andindividual the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS material
orders have been passed during No 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, timelyprevention
and detectionof frauds and errors, the accuracy and completeness of the accounting records
and timelypreparation 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 financialinformation 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 is transactions and integrity & reliability of
financial 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
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 5 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 17th AGM until the conclusion of the
22nd 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 financialstatements 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 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 22nd 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 Section141 of the Companies Act, 2013. Further, they have
confirmed certificate Chartered Accountants of India (ICAI).
A resolution seeking their appointment forms part of the Notice
convening the 22nd 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 theAct 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
maintained by the Company.
Secretarial Auditors
M/s. DMK Associates, PracticingCompany 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) 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
heldduringFY2025-26are erential rights 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 mentionedin the Corporate Governance Report forming part of the Annual
Report.
The Board, during the year under review, had accepted all
recommendations made
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 at
https://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 RemunerationCommittee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Business Responsibility & Sustainability
Management Committee. The details of composition and terms of reference of these 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"), institutional
buyer and qualified who does not belong to the promoter/ promoter group of the
Company, upon conversion of, on maturity, of 33,000 fully paid unsecured
compulsorilyconvertibledebentures 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. Issueofequityshareswith
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 it by the Audit Committee.
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
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 Plan-2021
("the Plan") was introduced to issue and allot equity shares to the eligible
employee of the Company.and Risk The total number of stock options granted pursuant to the
Plan mentionedinthe are 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/BackEndImages/
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 by the All contracts/ arrangements/
transactions/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
attracttheprovisionsofSection188 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
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 at
https://www.artemishospitals.com/BackEndImages/
downloads/Investorsdata/related-party-transaction-policy .
PARTICULARS OF EMPLOYEES AND REMUNERATION
The details required to be disclosed pursuant to Section197(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 Remunerationof Managerial Personnel)
Rules, 2014, forms part of this Board's Report. In terms of the provisions of Section
of the Act, the Annual Report comprising financialstatements etc. is being sent to the
Members of the Company excluding informationon 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. R
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 . 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 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
excellence. The prominent awards received are listed below:
NationalGrowth 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 Awareness, awarded in May 2025.
Health Care leadership Award at 5th 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 PrestigiousHonours in the MVT Specialist Hospital
category across multiplesuper-specialties Cardiology & Interventional Cardiology,
Neurology & Neurosurgery, Orthopaedic Surgery - Joint Replacement, Cosmetic &
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
processinplacetoidentifyandnotify 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 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 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 directly by the Company or through registered
implementing activities monitored under the agenciesandthese 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, 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. for FY 2025-26, pursuant to Activities
TheAnnualReportonCSR 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 at https://www.artemishospitals.com/
BackEndImages/downloads/Investorsdata/corporate-social-resonsibility-policy.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 Management
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 plans. A conservation of energy,
technology absorption and foreign exchange earnings and outgo are provided in Annexure-III
to this Report.
ANNUAL RETURN
As per Section134(3)(a) of the Act, the Annual Return referred to in
Section92(3) of the Act has been placed on the website of the Company i.e.
www.artemishospitals.com under 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 arecarriedouteither 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 continuous
improvement of our governance practices. Through a culture of responsibility and
adaptability, we are to ensuring that our actions align with our mission of enhancing
healthcare outcomes and improving lives, thereby earning the confidence of our
stakeholders and contributingpositively 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 conditionsof corporate governance, as stipulated
under Schedule V of the SEBI Listing Regulationsform 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 for that period;
c) the Directors had taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and forpreventingand detecting fraud and other
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 relating to instance of one-time or financial institution.
ACKNOWLEDGEMENT
Your Company's organizational year and of the profit of the
Company integrity and continuousimprovement 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 authoritiesand 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 |
