PORCENTAJE DE INDUCCIÒN FORAL A LOS 60 DIAS

The following is information relating to the Equity Shares including a brief summary of the Memorandum and Articles of Association and the Companies Act. Prospective investors are urged to read the Memorandum and Articles of Association carefully, and consult with their advisers, as the Memorandum and Articles of Association and applicable Indian law, and not this summary, govern the rights attached to the Equity Shares.

Authorised Capital

The authorised share capital of the Company is ` 1,100 million divided into 200,000,000 Equity Shares of ` 5 each

and 1,000,000 Preference Shares of ` 100 each.

Dividends

Under Indian law, a company pays dividends upon a recommendation by its board of directors and approval by a majority of the shareholders at the annual general meeting of shareholders held within six months of the end of each fiscal year. Under the Companies Act, unless the board of directors of a company recommends the payment of a dividend, the shareholders at a general meeting have no power to declare any dividend. Subject to certain conditions laid down by Section 205 of the Companies Act, no dividend can be declared or paid by a company for any fiscal year except out of the profits of the company calculated in accordance with the provisions of the Companies Act or out of the profits of the company for any previous fiscal year(s) arrived at as laid down by the Companies Act. According to the Articles of Association, the amount of dividends shall not exceed the amount recommended by the Board of Directors. Dividends are generally declared as a percentage of the par value. In addition, as is permitted by the Articles of Association, the Board of Directors may declare and pay interim dividend as appear to it be justified by the profits of the Company. Further, the Board may declare dividend in relation to any year by an extraordinary general meeting in addition to what has already been declared in the last Annual General Meeting.

The Equity Shares issued pursuant to this Placement Document shall rank pari passu with the existing Equity Shares in all respects including entitlements to any dividends that may be declared by the Company.

Capitalisation of Reserves and Issue of Bonus Shares

In addition to permitting dividends to be paid out of current or retained earnings as described above, the Companies Act permits the board of directors, if so approved by the shareholders in a general meeting, to distribute an amount transferred in the general reserves or surplus in its profit and loss account to its shareholders, in the form of fully paid up bonus ordinary shares, which are similar to stock dividend. The Companies Act also permits the issue of fully paid up bonus shares from a share premium account. These bonus ordinary shares must be distributed to shareholders in proportion to the number of ordinary shares owned by them as recommended by the board of directors. Any issue of bonus shares would be subject to SEBI Regulations.

As per the Articles of Association of the Company, upon resolution in the General Meeting, the Company may capitalize and distribute amongst the shareholders any amount standing to the credit of the share premium account or the capital redemption reserve account or any moneys, investment or other assets forming part of the undivided profits including profits or surplus moneys arising from realization and from appreciation in value of any capital assets of the Company standing to the credit of the general reserve or any reserve of the Company or any amounts standing to the credit of the profit and loss account or any other fund of the Company.

Pre-emptive Rights and Alteration of Share Capital

Subject to the provisions of the Companies Act, the Company may increase its share capital by issuing new shares on such terms and with such rights as it, by action of its shareholders in a general meeting may determine. According to Section 81 of the Companies Act, such new shares shall be offered to existing shareholders listed on the members‘ register on the record date in proportion to the amount paid up on those shares at that date. The offer shall be made by notice specifying the number of shares offered and the date (being not less than 15 days from the date of the offer) after which the offer, if not accepted, will be deemed to have been declined. After such date the

Board may dispose of the shares offered in respect of which no acceptance has been received, in such manner as they think most beneficial to the Company. The offer is deemed to include a right exercisable by the person concerned to renounce the shares offered to him in favour of any other person, provided that the person in whose favour such shares have been renounced is approved by the Board of Directors in their absolute discretion.

Under the provisions of Section 81 (1A) of the Companies Act, new shares may be offered to any persons whether or not those persons include existing shareholders, if a special resolution to that effect is passed by the Company‘s shareholders in a general meeting or, where only a simple majority of shareholders present and voting has passed the resolution, the Central Government‘s permission has been obtained.

The Articles of Association of the Company authorize it to increase its authorised capital by issuing new shares. The Company may also alter its share capital by dividing its share capital into shares of larger amount or converting all its paid up shares into stock and reconverting that stock into fully paid up shares of any denomination.

The Articles of Association provide that the Company, by an ordinary resolution passed at the general meeting, from time to time, may consolidate or sub-divide its share capital and the resolution may provide that holders of shares resulting from such sub-division shall have some special advantage as regards dividend, capital or otherwise as compared with any other shares. The Company‘s Articles of Association also provide that if at any time the Company‘s share capital is divided into different classes of shares, the rights attached to any one class (unless otherwise provided by the terms of issue of the shares of that class) may be, subject to provisions of the Companies Act, varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution, passed at a separate meeting of the holders of the shares of that class-.

General Meetings of Shareholders

There are two types of general meetings of the shareholders:

(i) annual general meetings (―AGM‖); and

(ii) extra-ordinary general meetings (―EGM‖).

The Company must hold its Annual General Meeting within six months after the expiry of each fiscal year provided that not more than 15 months shall elapse between the annual general meeting and next one, unless extended by the Registrar of Companies at its request for any special reason for a period not exceeding three months. The Board of Directors may convene an extraordinary general meeting of shareholders when necessary or at the request of a shareholder or shareholders holding in the aggregate not less than one tenth of the Company‘s issued paid-up capital (carrying a right to vote in respect of the relevant matter on the date of deposit of the requisition).

Written notices convening a meeting setting out the date, place and agenda of the meeting must be given to members at least 21 days prior to the date of the proposed meeting. A general meeting may be called after giving shorter notice if consent is received from all shareholders in the case of an Annual General Meeting, and from shareholders holding not less than 95% of the Company‘s paid-up capital, in the case of any other meeting. Five members present in person, shall constitute a quorum for a general meeting of the Company, whether annual or extra-ordinary. A company intending to pass a resolution relating to matters such as, but not limited to, amendment in the objects clause of the Memorandum, the issuing of shares with different voting or dividend rights, a variation of the rights attached to a class of shares or debentures or other securities, buy-back of shares under the Companies Act, giving loans or extending guarantees in excess of limits prescribed under the Companies Act, and guidelines issued under the Companies Act, is required to obtain the resolution passed by means of a postal ballot instead of transacting the business in the Company‘s general meeting. A notice to all the shareholders shall be sent along with a draft resolution explaining the reasons therefore and requesting them to send their assent or dissent in writing on a postal ballot within a period of 30 days from the date of posting the letter. Postal ballot includes voting by electronic mail.

Voting Rights

At a general meeting, upon a show of hands, every member holding shares and entitled to vote and present in person has one vote. Upon a poll, the voting rights of each shareholder entitled to vote and present in person or by proxy is in the same proportion as the capital paid up on each share held by such holder bears to the Company‘s total paid-up capital. Voting is by a show of hands, unless a poll is ordered by the Chairman of the meeting The Chairman of the meeting has a casting vote.

Ordinary resolutions may be passed by simple majority of those present and voting. Special resolutions require that the votes cast in favour of the resolution must be at least three times the votes cast against the resolution.

A shareholder may exercise his voting rights by proxy to be given in the form required by the Company‘s Articles of Association. The instrument appointing a proxy is required to be lodged with the Company at least 48 hours before the time of the meeting. A proxy may not vote except on a poll and does not have a right to speak at meetings. Convertible Securities/Warrants

The Company may issue debt instruments from time to time that are partly or fully convertible into Equity Shares and/or warrants to purchase Equity Shares.

Employee Stock Option Plan

The Articles of Association authorize the Board of Directors for issuing shares for the purpose of the employee stock option plan approved by the Remuneration and Nomination Committee.

Transfer of shares

Shares held through depositories are transferred in the form of book entries or in electronic form in accordance with the regulations laid down by SEBI. These regulations provide the regime for the functioning of the depositories and the participants and set out the manner in which the records are to be kept and maintained and the safeguards to be followed in this system. Transfers of beneficial ownership of shares held through a depository are exempt from stamp duty. The Company has entered into an agreement for such depository services with the National Securities Depository Limited and the Central Depository Services India Limited. SEBI requires that the Company‘s shares for trading and settlement purposes be in book-entry form for all investors, except for transactions that are not made on a stock exchange and transactions that are not required to be reported to the stock exchange. The Company shall keep a book in which every transfer or transmission of shares will be entered.

Pursuant to the listing agreement with the Stock Exchanges, in the event the Company has not effected the transfer of shares within one month or where the Company has failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of one month, it is required to compensate the aggrieved party for the opportunity loss caused during the period of the delay. The shares of the Company shall be freely transferable. Under the listing agreement with the Stock Exchanges, notice of such refusal must be sent to the transferee within one month of the date on which the transfer was lodged with the company. According to the Articles, any person who becomes entitled to shares by reason of death, lunacy, bankruptcy or insolvency of a member shall be entitled to the same dividend and other advantages to which he would be entitled if he was a registered member.

Liquidation Rights

Subject to the rights of creditors, of employees and of the holders of any other shares entitled by their terms of issue to preferential repayment over the shares, in the event of a winding-up of the Company, the holders of the shares are entitled to be repaid the amounts of capital paid up or credited as paid up on such shares or in case of a shortfall, proportionately. All surplus assets after payments due to employees, the holders of any preference shares and other creditors belong to the holders of the ordinary shares in proportion to the amount paid up or credited as paid up on such shares, respectively, at the commencement of the winding-up.

TAXATION

The Board of Directors

Apollo Hospitals Enterprise Limited #19, Bishop Gardens

Raja Annamalaipuram Chennai 600 028 Tamil Nadu Dear Sirs,

Sub: Certification of statement of tax benefits in connection with the proposed Qualified Institutional Placement (―QIP‖) of Apollo Hospitals Enterprise Limited (the ―Company‖) in accordance with Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended (the ―SEBI Regulations‖)

We, M/s S. Viswanathan, the Statutory Auditors of the Company, hereby report that the enclosed statement states the possible tax benefits available to the Company having its registered office at #19, Bishop Gardens, Raja Annamalaipuram, Chennai 600 028, Tamil Nadu and to the shareholders of the Company under the provisions of the Income Tax Act, 1961, Wealth Tax Act, 1957, Gift Tax Act, 1958 presently in force in India as of date in connection with the proposed QIP of the Company.

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws and their interpretations. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company or its shareholder faces in the future, the Company or its shareholders may or may not choose to fulfill.

The benefits discussed in the enclosed statement are not exhaustive nor are they conclusive. This statement is only intended to provide general information and to guide the investors and is neither designed nor intended to be a substitute for professional tax advice. A shareholder is advised to consult his/ her/ their own tax consultant with respect to the tax implications of an investment in the equity shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. Further, we have also incorporated the amendments brought out by the Finance Act, 2011, where applicable. We do not express any opinion or provide any assurance as to whether:

the Company or its shareholders will continue to obtain these benefits in future; or the conditions prescribed for availing the benefits have been / would be met with; the revenue authorities/ courts will concur with the views expressed herein.

Our views are based on the existing provisions of law and its interpretations, which are subject to change from time to time. We do not assume responsibility to update the views of such changes. The contents of the report are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company.

This certificate is issued at specific request of the Company to be submitted to the Book Running Lead Managers. The report enclosed with this certificate is intended solely for information and for the inclusion of the same in the Preliminary Placement Document/this Placement Document or any other document in connection with the proposed QIP and is not to be used, referred to or distributed for any other purpose.

For M/s S. Viswanathan Chartered Accountants FRN : 004770S V.C.Krishnan Partner Membership No. 022167 Place: Chennai Date: 6th July, 2011

ANNEXURE TO STATEMENT OF POSSIBLE DIRECT TAX BENEFITS AVAILABLE TO THE