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,,r,~ 1,,•,1,..;,,.; Aster:~, ·- CARE evercare HOSPITALS KIMSHEALTH 9November2026 BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai 400001, Bandra (East), Mumbai 400051, Maharashtra, India Maharashtra, India Scrip Code:540975 Scrip Symbol:ASTERDM Dear Sir/ Madam, Subject: Submission of reports of the Audit Committee and Independent Directors certifying payment of net sale proceeds to shareholders entitled to fractional shares pursuant to the Scheme of Amalgamation Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and Scheme of Amalgamation between Quality Care India Limited ("Transferor Company") and Aster DM Healthcare Limited (name changed to Aster DM Quality Care Limited) ("Transferee Company") and their respective Shareholders and Creditors ("Scheme") In accordance with the provisions of Para D of Part - I of SEBI Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20, 2023, please find enclosed herewith the Reports of Audit Committee and Independent Directors of the Company certifying that the Company has compensated the eligible shareholders of Quality Care India Limited who were eligible for fractional shares of the Company pursuant to the Scheme in accordance with Clause 16 (vi) of the Scheme. The above is being made available on the Company's website i.e. www.asterqualitycare.com You are requested to take the above on your records. Thanking you, For Aster DM Quality Care Limited (Formerly Aster DM Healthcare Limited) Hemish Purushottam Company Secretary and Compliance Officer M. No.:A24331 Aster DM Quality Care Limited (Formerly Aster OM Healthcare Ltd.) Registered Office: No 7-1-450/20, Plot No-04, Mythri Vihar, Sanjeev CIN: L85110TS2008PLC207383 Reddy Nagar, Ameerpet, Hyderabad, Telangana, India, 500038 Telephone: +91 96060 61833 E-mail: cs@asterqualitycare.com Corporate Office: Brigade Deccan Heights 20th & 12th Floor, Website: www.asterqualitycare.com #42, 5th Mile, Tumkur Rd, Yeshwanthpur Industrial Area, Phase 1, Yeshwanthpur, Bengaluru, Karnataka, India, 560022 ,.$. =:'&':::. Asterfb\ CARE evercare 'ifA'ff We'iTrNtYouWell ...,,.,., t-lOSPITALS KIMSHEALTH REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ASTER DM QUALITY CARE LIMITED (ERSTWHILE ASTER DM HEALTHCARE LIMITED) DATED 06NOVEMBER2026, CERTIFYING DISTRIBUTION OF PROCEEDS TO ELIGIBLE SHAREHOLDERS OF FRACTIONAL SHARES ("REPORT") PURSUANT TO THE SCHEME OF AMALGAMATION AMONG QUALITY CARE INDIA LIMITED ("TRANSFEROR COMPANY") AND ASTER DM HEALTHCARE LIMITED ("TRANSFEREE COMPANY") AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS Members of the Audit Committee Sr. No Name of Member Category 1 Dr. James Mathews Chairman – Independent Director 2 Mr. Sunil Theckath Vasudevana Member – Independent Director 3 Mr. Neeraj Jain Member–Independent Director 4 Mr. Kewal Handa Member–Independent Director 5 Ms. Alisha Moopen Member – Non-Executive Director 6 Ms. Ayshwarya Vikram Member – Non-Executive Director 1. Background (a) Scheme of Amalgamation among Quality Care India Limited ("Transferor Company/QCIL") and Aster DM Healthcare Limited ("Transferee Company/Company") and their respective shareholders and creditors ("Scheme"), as approved and sanctioned by the Hon'ble National Company Law Tribunal, HyderabadBench ('Hon'ble NCLT') videitsOrder dated19 June 2026 ("Order''). The certified copy of the order was received on 22 June 2026. Accordingly, after fulfilling all the conditions specified in Clause 24 (Conditions Precedent to Effectiveness) of the Scheme read with Clauses E(e) and E(m) (Definitions of Appointed Date and Effective Date respectively) of theScheme, QCIL andthe Company on26 June 2026, filed the certified copies of the Order and the Scheme in Form INC-28 withthe Registrar of Companies,Hyderabad, Ministry of Corporate Affairs, Government of India. (b) Consequently, QCIL stands amalgamated into and with Company and dissolved without being wound upas of July 1, 2026. In accordance with theScheme, the Appointed Date is the same as the EffectiveDate i.e. July 1, 2026. Aster DM Quality Care Limited (Formerly Aster DM Healthcare Ltd ) Registered Office: No 7-1-450/20, Plot No-04, Mythri Vihar, Sanjeev CIN: L85110TS2008PLC207383 Reddy Nagar, Ameerpet, Hyderabad, Telangana, India, 500038 Telephone +91 96060 61833 E-mail: cs@asterqualitycare.com Corporate Office: Brigade Deccan Heights 20th & 12th Floor, Website: www.asterqualitycare.com #42, 5th Mile, Tumkur Rd, Yeshwanthpur Industrial Area, Phase 1, Yeshwanthpur, Bengaluru, Karnataka, India, 560022 ,.$. =:'&':::. Asterfb\ CARE evercare 'ifA'ff We'iTrNtYouWell ...,,.,., t-lOSPITALS KIMSHEALTH (c) Subsequently, on Monday, 13 July 2026 Company has approved the allotment of 35,35,51,410 equity shares of face valueINR 10/- eachof the Company to the eligible equity shareholdersof QCIL asontheRecord Date i.e Thursday, 9July 2026, in the share exchange ratio, which includes the allotment of 65equity shares ("said fractional shares") arising out of consolidation of the fractional share entitlements in the name of CTL Trusteeship Limited, Trustee of the Company, to hold such fractionalshares in truston behalfof the eligibleshareholders of QCIL whoare entitledto fractional shareholding in accordance with theScheme. (d) Further, in terms of the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93datedJune20,2023 ("SEBI Master Circular"),as amended from time to time, a reportfrom Audit Committee isrequiredto certify thatproceeds fromthe sale of consolidated fractional entitlement are given to the eligible shareholders in proportionto theirentitlements. 2. Treatment of fractional entitlements a) In accordance withtheprovisions of the Scheme and SEBIMaster Circular, the said fractional sharesarerequired to be soldin the open market within 90daysfromthe date of allotment and net proceeds out of the sell are to be distributed to the respective shareholders of the QCIL in proportion to their respective fractional entitlements. Accordingly, the fractional shares were sold at market price on 8 October 2026. b) The process for distribution of the net sale proceeds to the Eligible Shareholders was undertaken on 3 November 2026, details of which are set out below. Particulars Amount/ details Number of consolidated fractional 65equity shares shares sold Stock exchange through which the The National Stock Exchange of India shares were sold Limited (NSE) Date of sale 8 October 2026 Average sale price per share 676.0669 Aster DM Quality Care Limited (Formerly Aster DM Healthcare Ltd ) Registered Office: No 7-1-450/20, Plot No-04, Mythri Vihar, Sanjeev CIN: L85110TS2008PLC207383 Reddy Nagar, Ameerpet, Hyderabad, Telangana, India, 500038 Telephone +91 96060 61833 E-mail: cs@asterqualitycare.com Corporate Office: Brigade Deccan Heights 20th & 12th Floor, Website: www.asterqualitycare.com #42, 5th Mile, Tumkur Rd, Yeshwanthpur Industrial Area, Phase 1, Yeshwanthpur, Bengaluru, Karnataka, India, 560022 ,e j-.• .~,. Aster t' CARE evercare l11•,r11 \I'- KIMSHEALIH Gross sale proceeds ~43,944.35 Less: brokerage and statutory/ ~65.92 transaction charges Net sale proceeds available for ~43,834.43 distribution c) Out of the aforesaid net sale proceeds, an amount aggregating to ~1,886.45 pertaining to 8 Eligible Shareholder(s) could not be remitted. The said amount continues to be held by the Company on behalf of the concerned Eligible Shareholder(s) and shall be dealt with in accordance with the applicable provisions of law. The Company shall continue to take appropriate steps for facilitating payment of such amount to the concerned Eligible Shareholder(s). 3. Certification The Independent Directors, after due deliberation and consideration of the relevant documents and information placed before them, certify that the net proceeds arising from the sale of the con [Showing first 8,000 characters — download PDF for full document]