NOTICE ORDINARY BUSINESS. 1. To receive, consider and adopt:

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1 NOTICE Notice is hereby given that the 8 th Annual General Meeting of the members of Aster DM Healthcare Limited will be held at the registered office of the Company at IX/475L, Aster Medcity, Kuttisahib Road, Near Kothad Bridge, South Chittoor P O, Cheranalloor, Kochi, Kerala, India on Friday, the 30 th day of September, 2016 at 09:30 A M to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt: a. the Audited Financial Statements of the Company for the financial year ended March 31, 2016, together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016, together with the Report of the Auditors thereon. 2. To appoint a Director in the place of Mr. T J Wilson (DIN: ) who retires by rotation and, being eligible, offers himself for re-appointment. 3. To appoint a Director in the place of Mr. Shamsudheen Bin Mohideen Mammu Haji (DIN: ) who retires by rotation and, being eligible, offers himself for reappointment. 4. Ratification of Appointment of Auditors To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, and pursuant to the recommendations of the audit committee of the Board of Directors and pursuant to the resolution passed by the members at the annual general meeting held on September 12, 2014, the appointment of B S R and Associates, Chartered Accountants (Firm Registration No W) as the auditors of the Company to hold office till the conclusion of the AGM to be held in the calendar year 2019 be and is hereby ratified and that the Board of Director be and is hereby authorised to fix the Aster DM Healthcare Limited (Formerly Aster DM Healthcare Private Limited) CIN- U85110KL2008PLC IX/475L, Aster Medcity, Kuttisahib Road Near Kothad Bridge, South Chittoor PO Cheranalloor, Kochi , Kerala, India Tel: , Fax: cs@dmhealthcare.com

2 remuneration payable to them for the financial year ending March 31, 2016 as may be determined by the audit committee in consultation with the auditors. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all deeds, things and acts to give effect to the above resolution. SPECIAL BUSINESS 5. Appointment of Cost Auditors To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, consent of the shareholders be and are hereby accorded to the appointment of BBS & Associates (FRN 00273), practicing Cost Accountants, Kochi appointed as Cost Auditors of the Company at a remuneration of Rs.1,40,000/- plus out of pocket expenses & service tax as applicable, to conduct the audit of the cost accounting records of Aster DM Healthcare Limited for the year RESOLVED FURTHER THAT Mr. T J Wilson, Director, Mr. Sreenath Reddy, Group CFO and Mr. Rajesh A, Company Secretary be and are hereby severally authorized to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to the resolution For and on behalf of the Board of Directors For Aster DM Healthcare Limited Bengaluru August 27, 2016 Registered Office: IX/475L, Aster Medcity, Kuttisahib Road, Near Kothad Bridge, South Chittoor P O, Cheranalloor, Kochi, Kerala, India Sd/- Rajesh A Company Secretary Membership No. FCS 7106

3 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF IN THE MEETING AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. The instrument appointing the proxy in order to be effective, should be duly stamped, completed and signed and deposited at the Registered Office of the Company not less than FOURTY EIGHT HOURS before the commencement of the meeting. Proxies submitted on behalf of limited companies, societies, etc must be supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 3. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company. 4. Members / proxies / authorized representatives should bring the duly filled Attendance Slip enclosed herewith to attend the meeting. 5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM. 6. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company s records which will help the Company and the Company s Registrars and Transfer Agents, to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to Company Secretary. 7. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or registrar for assistance in this regard. 8. Members seeking any information with regard to the Accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Meeting.

4 9. The Notice of the AGM along with the Annual Report is being sent by electronic mode to those Members whose addresses are registered with the Company, unless any Member has requested for a physical copy of the same. For Members who have not registered their addresses, physical copies are being sent by the permitted mode. 10. All documents referred to in the Notice will be available for inspection at the Company's registered office during normal business hours on working days up to the date of the AGM. 11. Pursuant to section 103 of the Companies Act, 2013 at least five members should be personally present to form quorum for a meeting of the Company. 12. Pursuant to Section 113 of the Companies Act, 2013, if a body corporate is a member of the Company, it may authorize a person by resolution of its board of directors to act as its representative at a meeting of a Company, then such a person shall be deemed to be a member present in person and counted for the purpose of quorum. 13. Route map to the venue of the AGM is provided below:

5 STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, Item No. 5 Members may note that Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 your Company is required to maintain cost records and appoint a cost auditor to have the cost records audited on annual basis. Your Board of Directors at their meeting held on 18 th May 2016 had appointed M/s BBS and Associates, Cost Accountants (FRN 00273), practicing Cost Accountants, Kochi, as Cost Auditors to carry out cost audit for the financial year In terms of Section 148, board of directors of the Company is required to obtain approval of the shareholders to pay remuneration to Cost Auditors for the services which cost audit firm will be rendering during the financial year. Therefore, your directors seek your consent for the appointment of Cost Auditors and payment of remuneration thereof by means of an ordinary resolution. None of the Directors are concerned or interested in the resolution. For and on behalf of the Board of Directors For Aster DM Healthcare Limited Bengaluru August 27, 2016 Registered Office: IX/475L, Aster Medcity, Kuttisahib Road, Near Kothad Bridge, South Chittoor P O, Cheranalloor, Kochi, Kerala, India Rajesh A Company Secretary Membership No. FCS 7106

6 Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: U85110KL2008PLC Name of the company: Aster DM Healthcare Limited Registered office: IX/475L, Aster Medcity, Kuttisahib Road, Near Kothad Bridge, South Chittoor P O, Cheranalloor, Kochi , Kerala Name of the member(s): Registered Address: ID: Folio No/Client ID: DP ID: I/We, being the member (s) of equity/preference shares of the above named company, hereby appoint 1. Name: Address: Id: Signature, or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual general meeting of the company, to be held on the Friday, 30 th September, 2016 at a.m. at the registered office of the company at IX/475L, Aster Medcity, Kuttisahib Road, Near Kothad Bridge, South Chittoor P O, Cheranalloor, Kochi , Kerala and at any adjournment thereof in respect of such resolutions as are indicated below: Resolu tion No. Resolution Vote (Please mention no. of shares) Ordinary Business For Against Abstain 1. Adoption of Balance Sheet, Statement of Profit and Loss, Board s Report and Auditors Report for the year ended March 31, To appoint a Director in the place of T J Wilson who retires by rotation and, being eligible offers himself for re-appointment. 3. To appoint a Director in the place of Shamsudheen Bin Mohideen Mammu Haji who retires by rotation and, being eligible offers herself for re-appointment. 4. Ratification of appointment of M/s B S R and Associates (FRN W), Kochi as Statutory Auditors 5 Ratification of Remuneration payable to Cost Auditors Signed this day of 2016 Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.