Global Health Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 21^st Annual Report on the business and operations of Global Health
Limited ("the Company”) together with the Audited Annual Standalone and Consolidated Financial Statements
for the Financial Year ("FY”) ended March 31, 2025.

FINANCIAL RESULTS AND PERFORMANCE

The Company’s financial (standalone and consolidated) performance during the Financial Year ended March 31,
2025 as compared to the previous Financial Year, is summarised below:

Particulars	Standalone - Year ended*		Consolidated - Year ended
	March 31,2025	March 31, 2024	March 31,2025	March 31,2024
Revenue from Operations	32,041.46	29,747.24	36,923.15	32,751.11
Other Income	909.29	905.87	790.97	746.64
Total Income	32,950.75	30,653.11	37,714.12	33,497.75
Less: Expenses	26,221.32	24,064.59	30,742.59	27,226.76
Profit / (Loss) before exceptional item and Tax	6,729.43	6,588.52	6,971.53	6,270.99
Profit/(Loss) before Tax	6,230.47	6,588.52	6,472.57	6,270.99
Less: Tax Expenses (Net)	1,615.19	1,725.01	1,659.39	1,490.39
Profit /(Loss) after Tax	4,615.28	4,863.51	4,813.18	4,780.60
Profit/(Loss) after Tax (% of revenue)	14%	16%	13%	15%

* Post taking into account merger of Medanta Holdings Private Limited, a wholly-owned subsidiary of the Company, into the
Company.

During the year under review, the total income of
your Company reported an increase of 7.50% on a
standalone basis and 12.6% on consolidated basis.
The net profit for the year under review, after taxation
registered a decline of 5.10% on standalone basis and a
growth of 0.68 % on consolidated basis. The de-growth
in standalone profitability was primarily attributed to
one time provisioning on account of merger expenses.
There was no change in the nature of the business of
the Company during the year under review.

STATE OF COMPANY''S AFFAIRS ON
CONSOLIDATED BASIS

The Company has continued to deliver strong
performance in FY 2024-25. Consolidated total
income was '' 37,714 millions, registering a growth of
12.6% year-on-year. This growth was primarily driven
by higher patient volumes and increased occupied bed
days.

The Company’s Earnings before Interest, Taxes,
Depreciation, and Amortisation ("EBITDA”) increased
by 9.4% year-on-year, to '' 9,562 millions as compared
to '' 8,737 millions in FY 2023-24. EBITDA margins

was at 25.4% in FY 2024-25 as compared to 26.1% in
FY 2023-24. The Profit Before Tax ("PBT”) grew by 3.2%
year-on-year to '' 6,473 millions. The Profit After Tax
("PAT”) was '' 4,813 millions, with PAT margins 12.8%.

The Board of Directors has recommended the
Company’s first-ever dividend of 25% on the face value
of '' 2 per share i.e. '' 0.50 per share.

Average Revenue per Occupied Bed ("ARPOB”) during
FY 2024-25 was '' 62,722. The Average Length of Stay
("ALOS”) during the fiscal year declined to 3.17 days
compared to 3.23 days in FY 2023-24. In terms of
patient volume, the Out-patient Department ("OPD”)
volume reached 2,937,400 reflecting a growth of
9.5% year-on-year. The In-patient Department ("IPD”)
volume increased to 174,219 representing a robust
growth of 11.7% on a year-on-year basis.

Matured hospitals comprising of Gurugram, Indore
and Ranchi hospitals have a capacity of 1,815 beds
and delivered Revenue of '' 26,119 millions, growth
of 10.6% on y-o-y basis. EBITDA was '' 6,481 millions,
growth of 12.1% year-on-year basis.

The developing hospitals comprising of Lucknow and
Patna, continues to scale up with addition of 170 beds
during the year and have reached a bed capacity of
1,227 beds at the end of FY 2024-25. Developing
hospitals revenue was '' 10,940 millions, growth of
10.0% on y-o-y basis. EBITDA was '' 3,290 millions,
growth of 1.8% year-on-year.

During the year, 219 new beds were added across
the Medanta network, representing a 7.8% increase
in overall bed capacity. This includes the addition of
49 bedded dedicated floor for mother and child at
Medanta Gurugram. At the Patna hospital, a total of
112 beds were added in FY 2024-25, comprising 55
census beds and 57 day care beds, bringing the total
capacity to 470 beds as of March 31, 2025. At the
Lucknow hospital, 58 new beds were added during
the year, increasing the total capacity to 757 beds as
of March 31, 2025.

The Company’s pharmacy business, (Hospital & Retail)
continues to register strong growth, with revenue
increasing by 26% year-on-year, from ^1,121 millions in
FY 2023-24 to ^1,340 millions in FY 2024-25. Aligned
with Medanta’s commitment to continuity of care and
expanding access to healthcare, Medanta Labs was
launched in January 2023. The initiative is designed
to bring diagnostic services closer to patients’ homes,
ensuring convenient and timely access to critical
healthcare services. During the year, the Medanta Labs
further strengthened its network by adding 2 new
labs, 1 National Reference Laboratory and over 100
collection centers in key cities, expanding the total
footprint to 11 labs and 225 collection points.

During the year, the Company launched new clinics
in Gurgaon and Ranchi, expanding Medanta’s clinic
network to 8 clinics across 5 cities, along with over 50
neighborhood primary care clinics in Gurugram, Delhi
and Lucknow. In parallel, the Company is focussed on
further strengthening its home care services, with an
emphasis on post-acute bundled care for oncology and
transplant patients. Key service areas include ICU-at-
home, nursing and clinical care, medical equipment
rental, and sleep studies delivering comprehensive,
high-quality care in the comfort of patients’ homes.

During the year, the Company announced several
strategic expansion plans to strengthen its presence
across key regions. An Operations & Management
(O&M) agreement was signed to operate a 110-bed
hospital in Ranchi, equipped with advanced operating
theatres and critical care facilities, which became
operational in Q2 FY 2025-26. Construction of the
Medanta Noida Hospital (with a planned capacity of
550 beds) is progressing rapidly, with the first phase
comprising 300 beds expected to be operational in Q2
FY 2025-26 further enhancing Medanta’s footprint in
the Delhi-NCR region.

In addition, the Company acquired 9,288 sq. meters of
land in Oshiwara, Mumbai, to develop a 500 bed super
specialty hospital and signed an O&M agreement for a
750-bed hospital in Pitampura, Delhi. A 400-bed super
specialty hospital has also been approved in Guwahati,
Assam, aimed at serving the healthcare needs of the
entire Northeastern region.

Collectively, these expansion projects are expected to
add approximately 1,000 beds over the next two years
and an additional 2,000 beds over the subsequent 3-4
yea rs.

Scheme of Arrangement

The Board of Directors of your Company at its meeting
held on March 21, 2024, approved the Scheme
of Amalgamation ("Scheme”) between Medanta
Holdings Private Limited, a wholly-owned subsidiary
of the Company ("MHPL”) and Global Health Limited
and their respective Shareholders and Creditors. The
Hon’ble NCLT has approved the merger vide its order
dated February 20, 2025 and MHPL is dissolved and
merged with GHL with appointed date as April 01,
2024. A one-time provision of ^499 millions was made
towards stamp duty, with no consideration issued as
MHPL was a wholly owned subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the
Company, prepared in compliance with the applicable
provisions of the Companies Act 2013 ("the Act”), and
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards, specified under section 133 of the Act
and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations”) forms part of this Annual
Report together with Auditors’ Report thereon.

DIVIDEND

During the Financial Year under review, your Directors
after considering holistically the relevant circumstances
and keeping in view the Company’s Dividend
Distribution Policy has recommended a dividend of
'' 0.50/- per equity share for the Financial Year ended
on March 31, 2025 for the approval of Members at
the ensuing Annual General Meeting ("AGM”) of the
Company. The said dividend once approved by the
Members shall be paid with in prescribed timelines to
all shareholders who hold shares on August 22, 2025
(Record Date).

Pursuant to Regulation 43A of Listing Regulations, the
Dividend Distribution Policy of the Company is available
on Company’s website at https://www.medanta.org/
investor relations/corporate-governance/governance-
codes-policies.

The Company had not declared dividends in past and
accordingly the provisions relating to the transfer of
unpaid/unclaimed dividends to the Investor Education
and Protection Fund (“IEPF”) are not applicable to the
Company.

DEPOSITS

Your Company has not accepted any deposits during
the year under review, falling within the ambit of
Section 73 of the Act and the Companies (Acceptance
of Deposits) Rules, 2014.

TRANSFER TO RESERVE

The Board of Directors of your Company, has decided
not to transfer any amount to the reserves for the year
under review.

SHARE CAPITAL AND CHANGE IN CAPITAL
STRUCTURE

During the year under review, the Authorised Share
Capital of the Company was increased by '' 100.00
crore due to amalgamation of MHPL into GHL and
as on March 31, 2025, the Authorised Share Capital
was '' 233,52,49,984/- (Rupees Two Hundred Thirty
Three crore Fifty Two Lakhs Forty Nine Thousand Nine
Hundred Eighty Four Only) divided into 116,76,24,992
(One Hundred Sixteen crore Seventy Six Lakhs Twenty
Four Thousand Nine Hundred Ninety Two Only) Equity
Shares of '' 2/-(Rupees Two only) each.

Further, during the year under review, the Issued,
Subscribed and Paid-up Equity Share Capital was
increased from '' 53,70,14,764/- (Rupees Fifty Three
Crore Seventy Lakh Fourteen Thousand Seven
Hundred Sixty Four Only) divided into 26,85,07,382
(Twenty Six Crore Eighty Five Lakhs Seven Thousand
Three Hundred Eighty Two Only) Equity Shares of '' 2/-
(Rupees Two Only) each to '' 53,71,74,764/- (Rupees
Fifty Three Crore Seventy One Lakh Seventy Four
Thousand Seven Hundred Sixty Four Only) divided
into 26,85,87,382 (Twenty Six Crore Eighty Five Lakhs
Eighty Seven Thousand Three Hundred Eighty Two
Only) Equity Shares of '' 2/- (Rupees Two Only) each,
pursuant to allotment of Equity Shares under ESOP
2016, as detailed under:

Sr	No. of Equity	Details of
No.	Shares of '' 2/- each	Allotment
1 July 12, 2024	40,000	ESOP 2016
2 November 14, 2024	40,000	Scheme
Total	80,000

As there was no outstanding issue proceeds or any new
issue (preferential or otherwise) other than mentioned
above and accordingly disclosures in respect of
deviation from issue proceeds or details of utilisation,
as required under the Listing Regulations, are not
required.

DEPOSITORIES

Your Company has arrangements with National
Securities Depository Limited (“NSDL”) and Central
Depository Services (India) Limited (“CDSL”), the
Depositories, for facilitating the various services
like Dematerialisation of shares, Corporate Actions,
Pledging of securities, e-voting etc. The Annual Custody
fees for the FY 2024-25 has been paid to both the
Depositories.

DEBENTURES

The Company had allotted 1,000 secured, unlisted,
redeemable, transferable and interest bearing Non¬
Convertible Debentures (“NCDs”) of the face value of
'' 10,00,000/- (Rupees Ten Lakh Only) each aggregating
to '' 100,00,00,000/- (Rupees One Hundred crore
Only) to Asian Development Bank on May 18, 2021,
redeemable in three equal tranches beginning from
May 19, 2022. During May 2024, the last tranche of
aforesaid NCDs was duly redeemed and paid.

During the period under review, the Company has not
issued any debentures pursuant to Section 71 of the
Act read with relevant Rules thereunder.

SUBSIDIARIES, JOINT VENTURE AND
ASSOCIATE COMPANIES

As on March 31, 2025, your Company has three (3)
wholly-owned subsidiaries viz. Global Health Patliputra
Private Limited (“GHPPL”), GHL Pharma & Diagnostic
Private Limited (“GHL Pharma”), Global Health Institute
of Medical Sciences Foundation (“GHIMS”) and one
(1) subsidiary i.e. GHL Hospital Limited in which the
Company holds 50 % stake. All subsidiaries of the
Company are managed by their respective Board of
Directors in the best interest of those companies and
their shareholders.

In accordance with Section 129(3) of the Act, the
Company has prepared the Consolidated Financial
Statements of the Company, which form part of this
Annual Report. Further, a statement containing
the salient features of the Financial Statements
of subsidiaries in the prescribed format AOC-1 is
appended as Annexure 1 to the Board’s Report. The

contribution of subsidiaries to the overall performance
of the Company is outlined in Note No. 48 of the
Consolidated Financial Statements for Financial Year
ended March 31, 2025.

The Financial Statements of the Company and its
subsidiaries are available under ‘Investors Section’ on
the website of the Company at https://www.medanta.
org/investor-relation/ The same are available for
inspection at the Company’s registered office and shall
also be made available to the Members of the Company
seeking such information at any point of time.

In compliance with the provision of Regulation 16 (1) (c) of
Listing Regulations, the Company has formulated a policy
for determining Material Subsidiaries. The said policy
is also available on the website of the Company at
https://www.medanta.org/investor relations/
corporate-governance/governance-codes-policies.

In terms of Policy, GHPPL qualifies as Material
Subsidiary for FY 2025-26.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments
that have occurred between March 31, 2025 and as
on the date of this Report, other than those disclosed
in this Report and the Financial Results, forming part
of this Report or forming part of other financial results/
outcomes duly shared with the Stock Exchanges.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees or Investments covered
under the provisions of Section 186 of the Act and
schedule V of the Listing Regulations are given in the
Note No. 11 (Loan) and Note No. 10 (Investment) to the
Standalone Financial Statements.

There were no one time settlement or request for re¬
adjustment of any loan taken by the Company from
Banks and Financial Institutions.

The Company has foreign direct investment; however,
it is neither owned nor controlled by persons residents
outside India, hence the disclosures relating to
downstream investments and certification from
statutory auditors required under the Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 is
not applicable.

EMPLOYEE STOCK OPTION SCHEMES

The Company has four (4) Stock Option Schemes viz.
Employees Stock Option Scheme 2014 (“ESOP 2014”),
Employees Stock Option Scheme 2016 (“ESOP 2016”),
Global Health Limited Employee Stock Option Plan
2021 (“ESOP Scheme 2021”) and GHL Employee Long
Term Share Based Incentive Plan 2024 (“GHL Plan
2024”), in alignment with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI
SBEB & SE Regulations”).

During the year under review, the Board in its Meeting
held on November 14, 2024 and Shareholders through
Postal Ballot on December 27, 2024 had approved
the Global Health Limited (GHL) Employees Long
Term Share Based Incentive Plan -2024 consisting of
Part A-GHL Employees Stock Option Scheme, 2024
and Part B GHL Employees Stock Purchase Scheme,
2024 (“collectively referred as GHL LTIP 2024 ”) and its
implementation through Trust for eligible employees
of the Company and its Subsidiaries. Accordingly,
during the year under review GHL Employees Welfare
Trust was registered and Mr. Saurabh Upadhyay and
Mr. Rahul Khare were appointed as Trustees. None of
the trustees are Directors or Key Managerial Personnel
of the Company or its Subsidiaries or Associates.
Further, the shareholders have also approved the
winding up of ESOP Scheme 2021 on same date.

During the year under review, there were neither ESOP
grants nor any outstanding ESOPs under GHL ESOP
2014 and ESOP Scheme 2021. Further, the shareholders
at its meeting held on September 17, 2021 had resolved
that no fresh grants shall be made under GHL ESOP
2014 and GHL ESOP 2016. During FY 2024-25, no
amendments have been made to ESOP 2014 and
ESOP 2016.

Further, since the Company has not opted for expensing
of share based employee benefits using the intrinsic
value, the requirement of disclosure required under
SEBI SBEB & SE Regulations, of the difference between
the employee compensation cost so computed and
the employee compensation cost that shall have been
recognised if it had used the fair value including the
impact of this difference on profits and on earnings per
share ("EPS"), in the Boards'' report of the company is
not applicable. Further, there are no material change in
the aforesaid ESOP Plans, except as stated above, and
the above ESOP Plans are in compliance with the SEBI
SBEB & SE Regulations.

The details of ESOP(s) available and allocated under GHL ESOP 2016 during the FY 2024-25 are as under:

Particulars	No. of options under GHL ESOP 2016
Total options granted during FY 2024-25	NIL
Total options vested during FY 2024-25	NIL
Total options exercised during FY 2024-25	16,000
The total number of shares arising as a result of exercise of option (Exercise of 1 option will result into allotment of 5 equity Shares of '' 2/- each)	80,000
Options lapsed during FY 2023-24	NIL
The exercise price of each option	'' 2/-
Variation of terms of options during FY 2024-25	NA
Money realised by exercise of options during FY 2024-25	'' 160,000/-
Total number of options in force as on March 31, 2025 (vested but not yet exercised)	4,000
Employee-wise details of options granted to:-
(i) Key Managerial Personnel (KMP)	NIL
(ii) Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year;	NIL
(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	NIL

During the year under review no fresh grants were
made under GHL LTIP Plan 2024. The details of ESOP
under various ESOP Schemes are provided in the notes
to accounts in the Financial Statements forming part
of this Annual Report and the disclosures as mandated
under SEBI SBEB & SE Regulations is available on the
website of the Company at https://www.medanta.
org/investor-relation . Certificate from M/s MAKS &
Co., Company Secretaries, Secretarial Auditors of the
Company, with respect to the implementation of ESOP
Schemes shall be placed before the Shareholders at
the ensuing Annual General Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board

The Company has a balanced and diverse Board.
The Company’s Board has an optimum mix of
Executive and Non-Executive Directors, to maintain
independence and separate the functions of
governance and management. The composition of
the Board is in conformity with Regulation 17 of the
Listing Regulations read with Section 149 of the Act.
As on March 31, 2025, the Board consists of 9 (Nine)
Directors, comprising of 2 (Two) Executive Directors
and 7 (Seven) Non-Executive Directors out of which
5 (Five) are Independent Directors [including 1(one)
Women Independent Director]. Dr. Ravi Gupta acts as
Lead Independent Director. The composition of the
Board and various Committees of the Board are set
out in the Corporate Governance Report which forms
part of this Report.

Change in Board of Directors

During the year under review, Mr. Ratnasami Venkatesh,
resigned as Non-Executive Nominee Director w.e.f.
November 14, 2024.

Retire by Rotation

Mr. Ravi Kant Jaipuria (DIN: 00003668), Non-Executive
Nominee Director of the Company, is liable to retire
by rotation at the ensuing Annual General Meeting
(“AGM”) pursuant to the provisions of Section 152(6)
of the Act read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 and being
eligible, offers himself for reappointment.

Appropriate resolution for his re-appointment is
being placed for approval of the Shareholders of the
Company at the ensuing AGM. The Board, based
on the recommendation of the Nomination and
Remuneration Committee, in its meeting held on
August 07, 2025 considered the said re-appointment
and noted that it is in the interest of the Company and
hence has recommended the same to the Shareholders
for approval in ensuing AGM.

Re-appointment of Directors

Based on the recommendation of Nomination and
Remuneration Committee (NRC) and considering
eligibility, knowledge, skills, experience, time
commitment, Contribution in Board and Committee
Meetings and basis the annual performance evaluation
reports of Mr. Vikram Singh Mehta (DIN: 00041197)
and Mr. Hari Shankar Bhartia (DIN: 00010499),
the Board at its meeting held on August 07, 2025,
approved and recommended the re-appointment of
Mr. Vikram Singh Mehta and Mr. Hari Shankar Bhartia as
Non-Executive Independent Directors of the Company
for the second term of 5 years for approval at the
ensuing AGM of the Company.

Further, the Board based on the recommendation of
NRC at its meeting held on February 04, 2025 had
appointed Ms. Praveen Mahajan (DIN: 07138514) as

Non-Executive Independent Director of the Company
w.e.f. from July 10, 2025 for the second term of 5 years,
which was subsequently approved by the members of
the Company, vide resolution dated March 17, 2025
passed through Postal Ballot.

Further, considering the Board succession planning
and long term Board management strategy, the
Board of Directors at its meeting held on August 07,
2025 recommended for the approval of Members of
the Company for appointment of Dr. Naresh Trehan
as Chairman & Managing Director for a period of five
years with effect from August 01, 2026. The detailed
terms of the appointment as required under the Act
and/Listing Regulations is given in the explanatory
statement to the Notice calling ensuing AGM which
forms part of this report.

Brief resume and other details of Directors seeking
appointment/re-appointment as stipulated under
Regulation 36 of the Listing Regulations and
Secretarial Standard-2 issued by the Institute of
Company Secretaries of India, are detailed in the Notice
convening the AGM of the Company.

Declaration of Independence from Independent
Directors.

Your Company has received declarations from all the
Independent Directors confirming that they meet
the criteria of independence as prescribed under the
provisions of Section 149(6) of the Act read with the
Schedules and Rules issued thereunder as well as
under Listing Regulations.

In the opinion of the Board, Independent Directors
fulfil the conditions specified in the Act read with the
Schedules and Rules made thereunder as well as in
Listing Regulations and are independent from the
management of the Company.

In the opinion of the Board, all the directors, including
Independent Directors of the Company, possess
the requisite qualifications, experience, expertise,
proficiency and uphold high standards of integrity.

KEY MANEGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and
203 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the following were the Key Managerial Personnel of the
Company as on March 31, 2025:

i) Dr. Naresh Trehan :	Chairman & Managing Director
ii) Mr. Pankaj Sahni :	Group CEO & Director
iii) Mr. Yogesh Kumar Gupta	Chief Financial Officer
iv) Mr. Rahul Ranjan :	Company Secretary

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and various
Committees of the Board including composition are
set out in the Corporate Governance Report which
forms part of this Report. The intervening gap between
the meetings was within the period prescribed under
the provisions of Section 173 of the Act and Listing
Regulations.

In accordance with the provisions of Schedule IV to the
Act and applicable Regulations, a separate meeting
of the Independent Directors of the Company was
held on March 25, 2025 without the attendance of
Non-Independent Directors and members of the
Management.

ANNUAL EVALUATION OF BOARD''S
PERFORMANCE

Pursuant to the provisions of the Act and Listing
Regulations, the Board has carried out annual
evaluation of (i) its own performance; (ii) Individual
Directors '' Performance; (iii) Chairman of the Board;
and (iv) Performance of all Committees of Board for the
Financial Year 2024-25. The evaluation process involved
obtaining viewpoints from the Board Members on
the functioning of the Board, Committee or Directors''
performance through the use of Questionnaires
which were designed basis guidelines of SEBI issued
in this respect and approved by Nomination and
Remuneration Committee, covering various aspects
of the Board’s functioning such as adequacy of the
composition of the Board and its Committees, Board
culture, execution and performance of specific
duties, obligations and governance. The performance
evaluation of the Independent Directors was carried
out by the entire Board. The performance evaluation of
the Non-Independent Directors and Chairman of the
Board was carried out by the Independent Directors in
a separate meeting.

The Directors expressed their satisfaction with the
evaluation process.

Further, the evaluation report confirmed that the Board
and its Committees continue to operate effectively and
the performance of the Directors and the Chairman
was satisfactory during the period under review.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the
Act, the Nomination & Remuneration Committee (NRC)
of your Board had fixed the criteria for nominating a
person on the Board which inter alia include desired size
and composition of the Board, age limit, qualification
/ experience, areas of expertise and independence of
individual. Further, pursuant to provisions of the Act,
the NRC of your Board has formulated the Nomination

and Remuneration Policy for the appointment and
determination of remuneration of the Directors,
Key Management Personnel, Senior Management
and other Employees of your Company. The NRC
has also developed the criteria for determining the
qualifications, positive attributes and independence of
Directors and for remuneration to Executive Directors
of the Company. The policy is available on the website
of the Company at https://www.medanta.org/investor
relations/corporate-governance/governance-codes-
policies.

Salient features of NRC Policy

• Define the process for identifying and selecting
individuals for positions of Directors, KMP, and
Senior Management;

• Ensure a fair and transparent mechanism for
determining remuneration;

• Establish performance evaluation criteria for
Directors and Board Committees;

• Promote Board diversity in terms of gender, skills,
background, and experience;

• Ensure alignment of remuneration with business
objectives and long-term growth; and

• Facilitate succession planning for leadership roles.

Your Directors affirm that the remuneration paid
to the Directors, Key Management Personnel,
Senior Management and other employees is as per
the Nomination and Remuneration Policy of your
Company. Further, the criteria of making payment to
non-executive directors is available on the website of
the Company at https://www.medanta.org/investor
relations/corporate-governance/governance-codes-
policies.

REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEES

Disclosures pertaining to remuneration and other
details as required under 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 prescribed format and
annexed herewith as Annexure 2 to this Board’s
Report.

The information required under 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 Report.
Further, pursuant to first proviso to Section 136(1)
of the Act, this report is being sent to the members
excluding the said annexure. Any Shareholder
interested in obtaining a copy of such statement may

write to the Company Secretary of the Company at
[email protected] .

As on March 31, 2025, the total numbers of permanent
employees on the rolls of the Company (standalone)
are as under:

Sr No Category of Employees	Total No. of Employees
1. Permanent Employees	8,465
2. Retainers	1,208
Total Employees	9,673*

(This includes 2,449 Lucknow unit staff earlier with Medanta
Holdings Private Limited, which was merged with the
Company during the year).

RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Act and
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions which is available
on Company’s website at https://www.medanta.org/
investor relations/corporate-governance/governance-
codes-policies. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in
place for all transactions between the Company and
its Related Parties. All Related Party Transactions are
placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for Related
Party Transactions which are of repetitive nature and /
or entered in the Ordinary Course of Business and are
at Arm’s Length.

All contracts, arrangements and transactions entered
into by the Company with related parties during
FY 2024-25 were in the ordinary course of business
and on arm’s length basis. The Company did not enter
into any transaction, contract or arrangement with
related parties that could be considered material in
accordance with the Company’s policy on dealing
with related party transactions. Further, during the
year under review, there were no material related party
transaction(s) or other related party transactions which
are not at arm’s length basis. Further, all Related Party
Transactions entered by the Company do not have any
potential conflict with the interest of the Company.
The Related Party Transactions approved by the
shareholders in previous year(s) continue to be within
the limits as approved.

Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of
the Act in Form AOC-2 is not applicable. However,
detailed disclosure on related party transactions as
per IND AS-24 containing name of related parties and
details of the transactions entered into with them have
been provided under Note No. 42 of the Standalone
Financial Statements of the Company.

AUDITOR AND AUDITOR''S REPORT
Statutory Auditors

The Shareholders of the Company in the 18^th Annual
General Meeting held on September 5, 2022 have
approved the re-appointment of M/s Walker Chandiok
& Co. LLP, having Firm Registration No. 001076N/
N500013, as Statutory Auditors for the second term
of five (5) consecutive years i.e. from the conclusion of
18^th AGM held on September 5, 2022 till the conclusion
of 23^rd AGM to be held in the year 2027.

Further, the Audit Report issued by the Statutory
Auditors on the Financials Statements (Standalone
and Consolidated) of the Company for FY 2024-25
is annexed to the Financial Statements, forming an
integral part of this Annual Report. The said Report is
self- explanatory and does not contain any qualification,
reservation, adverse remarks or disclaimers.

During FY 2024-25, the Statutory Auditors have not
reported any fraud committed against the Company
by its officers or employees, as required to be reported
under section 143(12) of the Act read with the rules
made thereunder.

Internal Auditors

M/s Pricewaterhousecoopers, Services LLP were the Internal
Auditors of the Company during the year under review
and the Board in its meeting held on March 26, 2025
has re-appointed them for another 3 (three) years i.e.
FY 2025-26, FY 2026-27 and FY 2027-28 basis the
recommendation of Audit Committee post evaluation of
prescribed criteria.

Internal Audit Reports are discussed with the
management and are also reviewed by the Audit
Committee of the Company. During the year under
review, the Internal Auditors carried out their functions
as per the scope of work assigned and placed their
reports at the meetings of the Audit Committee and
Board, during quarterly intervals.

Secretarial Auditors

In terms of Section 204 of the Act and the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company
had appointed M/s MAKS & Co., Company Secretaries
(FRN P2018UP067700) as Secretarial Auditors to conduct
the Secretarial Audit of the Company for FY 2024-25.

The Secretarial Audit Report for the Financial Year
ended March 31, 2025 is attached herewith as
Annexure 3. In compliance with the requirements of
Listing Regulations, Secretarial Audit Report of Material
Wholly Owned Subsidiary viz. GHPPL is also attached
herewith as Annexure 3. The Secretarial Audit Reports
form integral part of this Board’s Report and are self¬
explanatory and do not contain any qualification,
reservation or adverse remark.

During FY 2024-25, the Secretarial Auditors have not
reported any fraud committed against the Company
by its officers or employees, as required to be reported
under section 143(12) of the Act read with the rules
made thereunder.

Further, the Board in its meeting held on
August 07, 2025, on the recommendation of the
Audit Committee and subject to the approval of the
Shareholders, has approved the appointment of MAKS
& Co., Company Secretaries as the Secretarial Auditors
of the Company to conduct secretarial audit for a period
of five financial years commencing from the Financial
Year 2025-26 till Financial Year 2029-30. Appropriate
resolution seeking shareholders approval to the
appointment of MAKS & Co., Company Secretaries is
appearing in the Notice convening the AGM of your
Company.

Cost Auditors

In term of Section 148 of the Act, the Company is
required to maintain cost records and get them
audited every year. Accordingly, such accounts and
records were made and maintained for the Financial
Year 2024-25.

M/s Ramanath Iyer & Co., Cost Accountants,
(Firm Registration No. 000019), were appointed to
carry out Audit of Cost Records of the Company for
the FY 2024-25. The Cost Auditors have issued their
unqualified Report for the Financial Year 2024-25,
which has been taken on record by the Audit Committee
and the Board of Directors at their respective meetings.

During FY 2024-25, the Cost Auditors have not
reported any fraud committed against the Company
by its officers or employees, as required to be reported
under section 143(12) of the Act read with the rules
made thereunder.

Further, the Board, in its meeting held on
August 7, 2025 on the recommendation of the Audit
Committee, has approved the re-appointment of M/s
Ramanath Iyer & Co., Cost Accountants (Firm Registration
No. 000019), as Cost Auditors to carry out Audit of Cost
Records of the Company for the Financial Year 2025-26.
Requisite proposal seeking approval of remuneration to
be paid to the Cost Auditors for the FY 2025-26, by the
Shareholders as per Section 148 of the Act, read with
Rule 14 of Companies (Audit and Auditors) Rules, 2014,
forms part of the Notice of ensuing AGM.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the
Act read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, copy of the Annual
Return are placed on the website of the Company at
https://www.medanta.org/investor-relation.

RISK MANAGEMENT

The Company has a risk management system aimed at
identifying, analyzing, assessing, mitigating, monitoring
risk or potential threat to achievement of its strategic
and business objectives and prepare mitigation plans
for all business units / corporate functions and review
of implementation, effectiveness and adequacy of
the risk management plans, systems & processes. The
Company, through its Risk Management Policy, strives
to contain impact and likelihood of the risks within
the risk appetite as agreed from time to time with the
Board of Directors. The details of the Risk Management
Committee are included in the Corporate Governance
Report.

WHISTLE BLOWER MECHANISM

Pursuant to Section 177 of the Act and Regulation 22
of the Listing Regulations, the Company has adopted
a Whistle Blower Policy to provide a mechanism to
the employees to report genuine concerns about
any unethical behavior, actual or suspected fraud or
violation of your Company’s Code of Conduct to the
Chairman of Audit Committee. During the year under
review, the Board of Directors had modified the policy
to accommodate recommended procedural guidelines
basis review of an expert third party and the said policy
is also placed on the website of the Company at https://
www.medanta.org/investor relations/corporate-
governance/governance-codes-policies.

During the year under review, the Company received
2 (Two) potential complaints under whistle blower
mechanism of the Company which were reported to the
Chairman of the Audit Committee. Basis the framework
approved by the Chairman of Audit Committee, an
independent enquiry was conducted and a fact
finding Report thereof was duly submitted to the Audit
Committee. The Committee noted that complaints
received were not having any verifiable contents and
hence, a closure report was filed to the Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognises its social responsibility as
an integral part of its corporate citizenship. Driven by
its value system, your Company commits to support
and nurture community through innovative solutions
to satisfy evolving needs of the society. During the
year under review, the Company had conducted its
CSR activity through its implementation agency i.e.
Medanta Foundation-Poor And Needy Patients Welfare
Trust ("Medanta Foundation”).

In accordance with the provisions of Section 135 of
the Act and Rules made thereunder, your Company
has formed a Corporate Social Responsibility (CSR)
Committee to monitor CSR activities of the Company.
The details of the Committee and its terms of reference

are set out in the Corporate Governance Report forming
part of this Report.

The Board of Directors of the Company has further
formulated and adopted a policy on CSR which can
be accessed at https://www.medanta.org/investor
relations/corporate-governance/governance-codes-
policies. A Report on CSR activities as prescribed
under the Act and Rules made thereunder is annexed
herewith as Annexure 4 to this Board’s Report.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014
is detailed in Annexure 5 to this Board’s Report.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
(POSH)

The Company has in place a policy on prevention
of Sexual Harassment of Women at Workplace.
Internal Complaint Committee(s) under POSH has
been constituted to handle / investigate the matters
relating to sexual harassment at various locations of
the Company.

Complaints received during the FY 2024-25 under
POSH are mentioned below:

Particular		No. of Complaints
A.	Received during the Year	10
B.	Resolved during the year	09
C.	Pending as on March 31, 2025	01*
D.	Received during the year but closed/still open for more than 90 days.	0

DISCLOSURE UNDER THE MATERNITY BENEFIT
ACT, 1961

The Company is in compliance with the provisions
of the Maternity Benefit Act, 1961. The Company
has adopted a comprehensive maternity leave policy
designed to provide robust support and care to female
employees during the maternity period. During the
FY 2024-25, all requests for maternity leaves have
been accepted and granted as per the rules.

INTERNAL FINANCIAL CONTROLS

Your Company has adequate internal financial controls
and processes for orderly and efficient conduct of the
business including safeguarding of assets, prevention
and detection of frauds and errors, ensuring accuracy

and completeness of the accounting records and the
timely preparation of reliable financial information.
The Audit Committee evaluates the internal financial
control system periodically and at the end of each
Financial Year.

During Financial Year 2024-25, the Internal
Financial controls were examined and evaluated by
an independent third party i.e. M/s TRC Corporate
Consulting Private Limited and found the same
adequate considering the size and scale of the
operations of the Company and no reportable material
weakness in the design or operation was observed. The
Directors have in the Directors Responsibility Statement
confirmed the same to this effect. Nonetheless,
the Company recognises that any internal control
framework, no matter how well designed, has inherent
limitations and accordingly, regular audit and review
processes ensure that such systems are reinforced on
an ongoing basis.

DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

During the Financial Year under review, there is no
application made and/or no proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

SIGNIFICANT/MATERIAL ORDERS PASSED BY
THE REGULATORS

There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of your Company and its operations in
future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with applicable
Secretarial Standards (SS-1 and SS-2) issued by the
Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the
Act, in relation to the Annual Financial Statements for
the Financial Year 2024-25, your Directors confirm
that:

a) The Financial Statements of the Company
comprising of the Balance Sheet as at
March 31, 2025 and the Statement of Profit &
Loss for the year ended on that date, have been
prepared on a going concern basis;

b) In the preparation of these Financial Statements,
the applicable accounting standards had been
followed and there are no material departures;

c) Accounting policies selected were applied
consistently and the judgments and estimates
related to the financial statements have been
made on a prudent and reasonable basis, so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2025, and of the Profit
of the Company on standalone basis for the year
ended on that date;

d) Proper and sufficient care has been taken for
maintenance of adequate accounting records
in accordance with the provisions of the Act,
to safeguard the assets of the Company and
for preventing and detecting fraud and other
irregularities;

e) Requisite Internal financial controls were laid down
and that such financial controls are adequate and
operating effectively; and

f) Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and operating
effectively.

CORPORATE GOVERNANCE

The Company has complied with the corporate
governance requirements under the Act and
Listing Regulations. A separate section on corporate
governance, along with a certificate from the
Practicing Company Secretary confirming compliance
with corporate governance requirements, is provided
in the Corporate Governance Report forming part of
this Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report
for FY 2024-25, as stipulated under the Listing
Regulations, forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report
for FY 2024-25, as stipulated under the Listing
Regulations, forms part of the Annual Report.

OTHER DISCLOSURES

There are no disclosure or reporting made in respect of
the following items, as there were no such transactions
during FY 2024-25:

a) The issue of equity shares with differential rights
as to dividend, voting or otherwise;

b) There were no reclassification or sub-division of
the authorised share capital;

c) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme,
except Employees’ Stock Options Schemes
referred to in this report;

d) There were no instances of non-exercising of voting
rights in respect of shares purchased directly by
employees under a Scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014. The
Company has implemented GHL Employees Stock
Purchase Scheme, 2024 under GHL LTIP 2024, a
stated above;

e) There were no buy-back or capital reduction of
shares in the Company;

f) There were no change in accounting treatment
different from that prescribed in an Accounting
Standard in preparation of the financial statement
of the Company;

g) The Chairman and Managing Director and Whole¬
time Director of the Company has not received

any remuneration or commission from any of its
subsidiaries during FY 2024-25;

h) There was no revision in the financial statements
and Board’s Report; and

i) There was no instance where the Company failed
to implement any corporate action within the
prescribed statutory timelines.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record
its appreciation for the dedication and commitment of
employees shown at all levels which have contributed
to the success of your Company. Your Directors also
express their gratitude for the valuable support and
co-operation extended by all stakeholders including
Banks, Financial Institutions, Viewers, Vendors, Service
Providers and Regulatory Authorities.

For and on behalf of the Board
Global Health Limited

Dr. Naresh Trehan

Place: Gurugram Chairman & Managing Director

Date: August 07, 2025 (DIN: 00012148)

---

Mar 31, 2024

Your Directors are pleased to present the 20^th Annual Report on the business and operations of Global Health Limited (''the Company'') together with the Audited Annual Standalone and Consolidated Financial Statements for the Financial Year (''FY'') ended March 31,2024.

FINANCIAL RESULTS AND PERFORMANCE

The Company''s financial (standalone and consolidated) performance during the Financial Year ended March 31, 2024 as compared to the previous Financial Year, is summarized below:

(H In millions)
Particulars	Standalone - Year ended		Consolidated - Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	22,800.08	19,735.37	32,751.11	27,098.75
Other Income	1,028.68	475.92	746.64	492.88
Total Income	23,828.76	20,211.29	33,497.75	27,591.63
Less: Expenses	18,942.05	16,694.22	27,226.76	23,098.73
Profit / (Loss) before exceptional item and Tax	4,886.71	3,517.07	6,270.99	4,492.90
Profit/(Loss) before Tax	4,886.71	3,517.07	6,270.99	4,492.90
Less: Tax Expenses (Net)	1,277.80	884.60	1,490.39	1,232.11
Profit /(Loss) after Tax	3,608.91	2,632.47	4,780.60	3,260.79
Profit/(Loss) after Tax (% of revenue)	16%	13%	15%	12%

During the year under review, the total income of your Company reported an increase of 17.90% on a standalone basis and 21.41% on consolidated basis. The net profit for the year under review, after taxation registered a growth of 37.09% on standalone basis and 46.61% on consolidated basis. There was no change in the nature of the business of the Company during the year under review.

STATE OF COMPANY''S AFFAIR ON CONSOLIDATED BASIS

The Company has delivered strong year-on-year growth across key revenue and profitability metrics. Consolidated total income was '' 33,497.75 millions, registering a growth of 21.41% year-on-year. This growth was primarily driven by higher inpatient volumes, increased occupied bed days, and improved realizations

The Company''s Earnings before Interest, Taxes, Depreciation, and Amortisation (EBITDA) increased by 29.0% year-on-year, reaching '' 8,737.40 millions compared to '' 6,771.24 millions in FY 2022-23. EBITDA margins improved by 154 basis points, rising from 24.5% in FY 2022-23 to 26.1% in FY 2023-24. The Profit Before Tax (PBT) grew by 39.6% year-on-year to '' 6,270.99 millions. The Profit After Tax (PAT) increased by 46.6%,

amounting to '' 4,780.60 millions, with PAT margins improving by 245 basis points to 14.3% in FY 2023-24.

Average Revenue per Occupied Bed (ARPOB) during FY 2023-24 was approximately '' 61,890. The Average Length of Stay (ALOS) during the fiscal year was 3.23 days. In terms of patient volume, the Outpatient Department (OPD) volume reached 2,683,293 reflecting a strong growth of 17.97% y-o-y. The Inpatient Department (IPD) volume increased to 155,915 representing a robust growth of 15.36% on a y-o-y basis.

Matured hospitals comprising of Gurugram, Indore and Ranchi hospitals have a capacity of 1,766 beds and contributed 70% to the consolidated revenue in FY 2023-24. The Developing hospitals comprising of Lucknow and Patna, continues to scale up with addition of 126 beds during the year and have reached a bed capacity of 1,057 beds at the end of FY 2023-24. The developing hospitals revenue share to consolidated revenues increased from 27% in FY 2022-23 to 30% in FY 2023-24, amounting to ''3,208 millions.

At the Lucknow hospital, 98 new beds were added, increasing the capacity to 699 beds as of March 31, 2024. Additionally, five new specialties were introduced

during the year. At the Patna hospital, 28 new beds were added, and 4 operating theatres were operationalized in FY 2023-24, bringing the total capacity to 358 beds as of March 31,2024. During the year, eight new specialties were introduced, significantly enhancing the hospital''s capabilities, particularly in critical care, emergency, and trauma services. Furthermore, the Patna hospital saw a gradual uptick in Public-Private Partnership (PPP) patient flow from September 2023 onwards and served over 500 PPP patients during the year. A comprehensive Oncology Care service program was launched at both Lucknow and Patna, featuring the operationalization of the Varian Edge Linear Accelerator (Linac) machine for radiation oncology. The Company also strengthened its clinical capabilities by onboarding over 150 senior clinicians across all units.

The Company''s pharmacy business, primarily driven by in-house outpatient pharmacies at hospitals, continues to register strong growth, with revenue increasing by 32% from ''850 millions in FY 2022-23 to ''1,121 millions in FY 2023-24. As part of Medanta strategy to ensure continuity of care and enhance healthcare accessibility, the company launched Medanta Labs in January 2023. This initiative aims to provide diagnostic services closer to patients'' homes, offering convenient access to essential healthcare services. During the year, the Company successfully established a network of 8 new labs and over 120 collection centres in key cities, including Gurugram, Patna, Noida, Lucknow, and Indore.

In addition, Medanta now operates a network of 6 clinics across 4 cities, along with over 30 neighbourhood primary care clinics in Gurugram and Delhi. The Company plans to launch two full-service Mediclinics in Gurugram and Ranchi. The home care team continues to enhance its services and has introduced post-acute bundle services for oncology patients, transplant patients, and a stroke rehabilitation program.

Medanta Noida Hospital, with an estimated capacity of 550 beds, is currently under construction and is expected to become operational with 300 beds in Q4 FY 2024-25/Q1 FY 2025-26. This development offers the Company a significant opportunity to expand its healthcare infrastructure and strengthen its presence in the Delhi-NCR region. Additionally, the Company announced plans to build a 400-bed super specialty hospital in South Delhi through a 50:50 partnership with DLF. A special purpose vehicle (SPV) named "GHL Hospital Limited” was formed in December 2023 to facilitate this project.

Scheme of Arrangement

The Board of Directors of your Company at its meeting held on March 21,2024, subject to requisite approvals/ consents, approved the Scheme of Amalgamation ("Scheme”) between M/s. Medanta Holdings Private Limited ("Transferor Company/Wholly Owned

Subsidiary”) and M/s. Global Health Limited ("Transferee Company”) and their respective Shareholders and Creditors. The first motion petition and Scheme has been filed with Hon''ble National Company Law Tribunal, New Delhi (NCLT) and pursuant to directions of NCLT, meetings of Shareholders and Creditors were held and the Scheme was approved by them. The Company is in process of completing the merger during the current financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, prepared in compliance with the applicable provisions of the Companies Act 2013 ("the Act”), Indian Accounting Standards, issued by the Institute of Chartered Accountants of India and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) forms part of this Annual Report together with Auditors'' Report thereon.

DIVIDEND

During the Financial Year under review, your Directors after considering holistically the relevant circumstances and keeping in view the company''s Dividend Distribution Policy has not recommended any dividend to the Shareholders of the Company.

Pursuant to Regulation 43A of Listing Regulations, the Dividend Distribution Policy of the Company is available on Company''s website at https://www.medanta.org/ investor relations/companv-policies.

DEPOSITS

Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVE

The Board of Directors of your Company, has decided not to transfer any amount to the reserves for the year under review.

SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

During the year under review, there was no change in the Authorised Share Capital of the Company and as on March 31,2024 the Authorised Share Capital is '' 1,335,249,984/- (Rupees One Hundred Thirty Three Crores Fifty Two Lakhs Forty Nine Thousand Nine Hundred Eighty Four) divided into 667,624,992 (Sixty Six Crore Seventy Six Lakh Twenty Four Thousand Nine Hundred and Ninety Two) Equity Shares of '' 2 each/-

Further, during the year under review, the Issued, Subscribed and Paid-up Equity Share Capital was increased from '' 536,390,344/- (Rupees Fifty Three

Crore Sixty Three Lakh Ninety Thousand Three Hundred Forty Four ) divided into 268,195,172 Equity Shares of '' 2/- each to '' 537,014,764/- (Rupees Fifty Three Crore Seventy Lakh Fourteen Thousand Seven Hundred Sixty Four ) divided into 268,507,382 Equity Shares of '' 2/-each, pursuant to allotment of Equity Shares under ESOP 2016, as detailed under :

Sr	Date of Allotment	No. of Equity	Details of
no		Shares of '' 2 each	Allotment
1	May 27. 2023	9,710
2	June 21,2023	62,500
3	July 24, 2023	73,000
4	August 9, 2023	20,000
5	August 18, 2023	40,000	ESOP 2016
6	September 19, 2023	7,000
7	October 26, 2023	20,000
8	February 14, 2024	20,000
9	February 23, 2024	20,000
10	March 23, 2024	40,000
	Total	312,210

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL''), the Depositories, for facilitating the various services like Dematerialization of shares, Corporate Actions, Pledging of securities, e-voting etc. The Annual Custody fees for the FY 2023-24 has been paid to both the Depositories.

DEBENTURES

The Company had allotted 1000 secured, unlisted, redeemable, transferable and interest bearing NonConvertible Debentures (NCDs) of the face value of ''1,000,000/- (Rupees Ten Lakh ) each aggregating to '' 1,000,000,000/- to Asian Development Bank on May 18, 2021, redeemable in three equal tranches began on May 19, 2022 and ended on May 19, 2024. As on date on this Report, there is no outstanding Debenture.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31,2024, your Company has four (4) wholly-owned subsidiaries viz. Global Health Patliputra Private Limited (GHPPL), Medanta Holdings Private Limited (MHPL), GHL Pharma & Diagnostic Private Limited (GHL Pharma), Global Health Institute of Medical Sciences Foundation (GHIMS) and one (1) subsidiary i.e. GHL Hospital Limited. During the year under review, GHL Hospital Limited was incorporated jointly with DLF Limited as a subsidiary on December 11, 2023 and GHL Foundation was incorporated on March 30, 2024.

All subsidiaries of the Company are managed by their respective Board of Directors in the best interest of those companies and their shareholders.

In accordance with Section 129(3) of the Act, the Company has prepared the Consolidated Financial Statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board''s Report. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 45 of the Consolidated Financial Statements for Financial Year ended March 31,2024.

The Financial Statements of the subsidiaries are available under ''Investors Section'' on the website of the Company at https://www.medanta.org/investor-relation/. The same shall also be made available to the Shareholders of the Company seeking such information at any point of time.

In compliance with the provision of Regulation 16 (C) of Listing Regulations, the Company has formulated a policy for determining Material Subsidiaries. The said policy is also available on the website of the Company at https://www.medanta.org/investor-relation/ and pursuant to which GHPPL and MHPL, qualify as Material Subsidiaries.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments that have occurred between March 31,2024 and as on the date of this Report, other than those disclosed in this Report and the Financial Results, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Note No. 55 to the Standalone Financial Statements.

EMPLOYEE STOCK OPTION SCHEMES

The Company has three (3) Stock Option Schemes viz. Employees Stock Option Scheme 2014 (''ESOP 2014''), Employees Stock Option Scheme 2016 (''ESOP 2016'') and Employees Stock Option Scheme 2021 (''ESOP 2021''), in alignment with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI SBEB & SE Regulations''). Pursuant to the Board Meeting dated September 10, 2021 and Shareholders'' Meeting dated September 17, 2021, the Company has decided not to make any further grants under the ESOP 2014 and ESOP 2016. Further, no grants have been made under ESOP 2021 till the date of this Report.

The details of ESOP(s) available and allocated under plans during the FY 2023-24 are as under:
Particulars	No. of options under GHL ESOP 2014	No. of options under GHL ESOP 2016
Total options granted during FY 2023-24	NIL	NIL
Total options vested during FY 2023-24	NIL	44,000
Total options exercised during FY 2023-24	NIL	62,442
The total number of shares arising as a result of exercise of option (Exercise of 1 option will result into allotment of 5 equity Shares of '' 2 each)	NIL	312,210
Options lapsed during FY 2023-24	NIL	NIL
The exercise price of each option	NA	'' 10/-
Variation of terms of options during FY 2023-24	NA	NA
Money realized by exercise of options during FY 2023-24	NIL	'' 624,420
Total number of options in force as on March 31,2024 (vested but not yet exercised)	NIL	20,000
Employee-wise details of options granted to:-
(i) Key Managerial Personnel (KMP)	NIL	NIL*
(ii) Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year;	NIL	NIL
(iii) 1 dentified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	NIL	NIL
* 20,000 ESOPs were granted to Mr. Pankaj Sahni, one of the KMP of the Company in FY 2018-19.

The details of ESOP are provided in the notes to accounts in the Financial Statements forming part of this Annual Report and the disclosures as mandated under SEBI SBEB & SE Regulations is available on the website of the Company at https://www.medanta.org/investor-relation/. Certificate from M/s MAKS & Co., Company Secretaries, Secretarial Auditors of the Company, with respect to the implementation of ESOP Schemes shall be placed before the Shareholders at the ensuing Annual General Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board

The Company has a balanced and diverse Board. The Company''s Board has an optimum mix of Executive and Non-Executive Directors, to maintain independence and separate the functions of governance and management. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act. As on March 31, 2024, the Board consists of 10 (Ten) Directors, comprising of 2 (Two) Executive Directors and 8 (Eight) Non-Executive Directors out of which 5 (Five) are Independent Directors (including 1(one) Women Independent Director).

Change in Board of Directors

During the year under review, there is no change in composition of Board of Directors.

Retire by Rotation

Mr. Sunil Sachdeva (DIN: 00012115), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM”) pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for re-election.

Appropriate resolution for his re-appointment is being placed for approval of the Shareholders of the Company at the ensuing AGM. Brief resume and other details of Mr. Sachdeva seeking re-appointment at the ensuing AGM, as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is detailed in the Notice convening the 20^th AGM of the Company. The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Shareholders for approval.

Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act read with the Schedules and Rules issued thereunder as well as under Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act read with the Schedules and Rules made thereunder as well as in Listing Regulations and are independent from Management.

KEY MANEGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company during the financial year ended March 31, 2024:

i)	Dr. Naresh Trehan	: Chairman & Managing Director
ii)	Mr. Pankaj Sahni	: Group CEO & Director
iii)	Mr. Sanjeev Kumar*	: Group Chief Financial Officer
iv)	Mr. Yogesh Kumar Gupta#	: Chief Financial Officer
v)	Mr. Rahul Ranjan	: Company Secretary

* Mr. Sanjeev Kumar has resigned as Group Chief Financial Officer w.e.f. December 15, 2023

#Mr. Yogesh Kumar Gupta was appointed as Chief Financial Officer w.e.f February 8, 2024.

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and Listing Regulations.

In accordance with the provisions of Schedule IV to the Act and applicable Regulations, a separate meeting of the Independent Directors of the Company was held on March 21, 2024 without the attendance of Non-Independent Directors and members of the Management.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors'' Performance; (iii) Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2023-24. The evaluation process involved obtaining viewpoints from the Board Members on the functioning of the Board, Committee or Directors'' performance through the use of Questionnaires which were designed basis guidelines of SEBI issued in this respect and approved by Nomination and Remuneration Committee, covering various aspects of the Board''s functioning such as adequacy

of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors and Chairman of the Board was carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and the Chair is satisfactory.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination & Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual. Further, pursuant to provisions of the Act, the NRC of your Board has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for remuneration to Executive Directors of the Company. The policy is available on the website of the Company at https://www.medanta.org/investor-relation/

Your Directors affirm that the remuneration paid to the Directors, Key Management Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under 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 prescribed format and annexed herewith as Annexure 2 to this Board''s Report.

The Annual Report is being sent to the Shareholders of the Company excluding information required under Section 197 (12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining a copy of such statement may

write to the Company Secretary of the Company at [email protected].

As on March 31,2024, the total numbers of permanent employees on the rolls of the Company are as under:

Sr no	Category of Employees	Total No. of Employees
1.	Permanent Employees	5975
2.	Retainers	783
Total Employees		6758

RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Act and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which is available on Company''s website at https://www.medanta.org/ investor-relation/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length.

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2023-24 were in the ordinary course of business and on an arm''s length basis. The Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company''s policy on dealing with related party transactions. Further, during the year under review, there were no materially significant related party transaction(s) entered by the Company which might have potential conflict with the interest of the Company at large.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable. However, detailed disclosure on related party transactions as per IND AS-24 containing name of related parties and details of the transactions entered into with them have been provided under Note No. 39 of the Standalone Financial Statements of the Company.

AUDITOR AND AUDITOR''S REPORT

Statutory Auditors

The Shareholders in the 18^th Annual General Meeting have approved the re-appointment of M/s Walker Chandiok & Co. LLP, having Firm Registration No. 001076N/N500013, as Statutory Auditors for the second term of five (5) consecutive years i.e. from the conclusion of 18^th AGM held on 5 September 2022 till the conclusion of 23^rd AGM to be held in calendar year 2027.

Further, the Audit Report issued by the Statutory Auditors on the Financials Statements (Standalone and Consolidated) of the Company for FY 2023-24 is annexed to the Financial Statements, forming an integral part of this Annual Report. The said Report is self- explanatory and does not contain any qualification, reservation, adverse remarks or disclaimers.

Internal Auditors

The Company had re-appointed M/s Pricewaterhouse Coopers, Services LLP as the Internal Auditors of the Company for three (3) years i.e. FY 2022-23, FY 2023-24 and FY 2024-25.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work assigned and placed their reports at the meetings of the Audit Committee and Board, during quarterly intervals.

Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s MAKS & Co., Company Secretaries as Secretarial Auditors to conduct the Secretarial Audit of the Company for FY 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is attached herewith as Annexure 3 and forms an integral part of this Board''s Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

In compliance with the requirements of Listing Regulations, Secretarial Audit Reports of Material Wholly Owned Subsidiaries viz. GHPPL and MHPL are also attached herewith as Annexure 3 and forms an integral part of this Board''s Report. The Secretarial Audit Reports of material subsidiaries are also self-explanatory and does not contain any qualification, reservation or adverse remark.

Cost Auditors

In term of Section 148 of the Act, the Company is required to maintain cost records and get them audited every year. Accordingly, such accounts and records were made and maintained for the Financial Year 2023-24.

M/s Ramanath Iyer & Co., (Firm Registration No. 000019), Cost Accountants, were appointed to carry out Audit of Cost Records of the Company for the FY 2023-24. The Cost Auditors have issued their unqualified Report for the Financial Year 2023-24, which has been taken on record by the Audit Committee and the Board of Directors at their respective meetings.

Further, the Board had approved the re-appointment of M/s Ramanath Iyer & Co., (Firm Registration No. 000019), Cost Accountants, as Cost Auditors to carry out Audit of Cost Records of the Company for the Financial Year 2024-25. Requisite proposal seeking approval of remuneration to be paid to the Cost Auditors for the FY 2024-25, by the Shareholders as per Section 148 of the Act, read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company at https://www.medanta.org/investor-relation/

RISK MANAGEMENT

The Company has a risk management system aimed at identifying, analyzing, assessing, mitigating, monitoring risk or potential threat to achievement of its strategic and business objectives. The Company, through its Risk Management Policy, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. The Company has a Risk Management Committee to identify elements of risk in different areas of operations. The details of the Risk Management Committee are included in the Corporate Governance Report.

WHISTLE BLOWER MECHANISM

Pursuant to Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy to provide a mechanism to the employees to report genuine concerns about any unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct to the Chairman of Audit Committee. During the year under review, the Board of Directors has modified the policy for wide coverage and the said policy is also placed on the website of the Company at https://www.medanta. org/investor-relation/.

During the year under review, the Company received 2 complaints under whistle blower mechanism of the Company which were reported to the Chairman of the Audit Committee. Basis the framework approved by the Chairman of Audit Committee, an independent enquiry was conducted and the Report thereof was duly submitted to the Audit Committee. Primarily, the Report of Independent Investigator concluded "Conflict of Interest” by one of the employees of Supply Chain Department with no direct financial loss to the Company. The said Report was duly shared with the Statutory Auditors and necessary documents as requested by them were also shared. The Statutory Auditors had examined the Report and basis their independent

evaluation shared a Report under Section 143(12) of the Act, the detail of which is given below :

i) Nature of Fraud with description : Conflict of Interest by way of preferential treatment of one vendor

ii) Approximate amount involved : No direct financial loss, however notional loss was less than '' 1 crore

iii) Remedial actions taken : Involuntary separation of the employee involved and thorough re-assessment of entire procurement process.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognises its social responsibility as an integral part of its corporate citizenship. Driven by its value system, your Company commits to support and nurture community through innovative solutions to satisfy evolving needs of the society. During the year under review, the Company had conducted its CSR activity through its CSR arm-Medanta Foundation Poor And Needy Patient Welfare Trust ("Medanta Foundation”).

In accordance with the provisions of Section 135 of the Act and Rules made thereunder, your Company has formed a Corporate Social Responsibility (CSR) Committee to monitor CSR activities of the Company. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Board of Directors of the Company has further formulated and adopted a policy on CSR which can be accessed at https://www.medanta.org/investor-relation/. A Report on CSR activities as prescribed under the Act and Rules made thereunder is annexed herewith as Annexure 4 to this Board''s Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure 5 to this Board''s Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH)

The Company has in place a policy on prevention of Sexual Harassment of Women at Workplace. Internal Complaint Committee(s) under POSH have been constituted to handle / investigate the matters relating to Sexual Harassment at various locations of the Company. The Company had received 12 complaints under POSH , out of which 11 were duly resolved as on March 31,2024

and 1 complaint was resolved in April, 2024 as per the terms of the policy of the Company.

INTERNAL FINANCIAL CONTROLS

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each Financial Year.

During Financial Year 2023-24, the Internal Financial controls were examined and evaluated by an independent third party i.e. M/s TRC Corporate Consulting Private Limited and found the same adequate considering the size and scale of the operations of the Company and no reportable material weakness in the design or operation was observed. The Directors have in the Directors Responsibility Statement confirmed the same to this effect. Nonetheless, the Company recognises that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

During the Financial Year under review, there is no application made and/or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, in relation to the Annual Financial Statements for the Financial Year 2023-24, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31,

2024 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards had been followed and there are no material departures;

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the Profit of the Company on standalone basis for the year ended on that date;

d) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and cooperation extended by all stakeholders including Banks, Financial Institutions, Viewers, Vendors, Service Providers and Regulatory Authorities.

---

Mar 31, 2023

Your Directors are pleased to present the 19^th Annual Report on the business and operations of Global Health Limited (‘the Company’) together with the Audited Annual Standalone and Consolidated Financial Statements for the Financial Year (‘FY’) ended March 31, 2023.

FINANCIAL RESULTS AND PERFORMANCE

The Company’s financial (standalone and consolidated) performance during the Financial Year ended March 31, 2023 as compared to the previous Financial Year, is summarized below:

(H in lakhs)
Particulars	Standalone	- Year ended	Consolidated - Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	1,95,944.62	1,76,495.77	2,69,424.83	2,16,729.79
Other Income	6,168.29	3,503.88	6,491.48	3,851.89
Total Income	2,02,112.91	1,79,999.65	2,75,916.31	2,20,581.68
Less: Expenses	1,66,942.41	1,50,416.91	2,30,987.28	1,92,525.97
Profit / (Loss) before exceptional item and Tax	35,170.50	29,582.74	44,929.03	28,055.71
Profit/(Loss) before Tax	35,170.50	29,582.74	44,929.03	28,055.71
Less: Tax Expenses (Net)	8,845.99	7,704.34	12,321.10	8,435.92
Profit /(Loss) after Tax	26,324.52	21,878.40	32,607.93	19,619.79
Profit/(Loss) after Tax (% of revenue)	13%	12%	12%	9%

During the year under review, the total income of your Company on a consolidated basis reported an increase of 12.29% on a standalone basis and 25.08% on consolidated basis. The net profit for the year under review, after taxation registered a growth of 20.32% on standalone basis and 66.20% on consolidated basis. There was no change in the nature of the business of the Company during the year under review.

STATE OF THE COMPANY''S AFFAIRS ON CONSOLIDATED BASIS

The Company has delivered strong year-on-year growth of 25.08% in total income, reaching H 2,75,916 lakhs. The growth is driven by a combination of factors, including increased inpatient volume, higher occupied bed days, and a shift towards revenue-generating specialities.

The Company’s Earnings before Interest, Taxes, Depreciation, and Amortisation (EBITDA) was H 67,712 lakhs, an increase of 38.3%. EBITDA margins improved by 230 basis points from 22.2% in FY22 to 24.5% in FY23.

The profit before tax registered a year-on-year growth of 60.1% to H 44,929 lakhs. Similarly, the profit after tax has recorded an increase of 66.2%, amounting to H 32,608 lakhs. Additionally, the Company has witnessed

an improvement in its PAT margins, rising by 290 basis points to 11.8%.

Average Revenue per Occupied Bed (ARPOB) during FY23 was approximately H 67,712 lakhs. The Average Length of Stay (ALOS) during the fiscal year was 3.3 days. In terms of patient volume, the Outpatient Department (OPD) volume reached 22,74,651 reflecting a growth of 15.4%. Additionally, the Inpatient Department (IPD) volume has risen to 1,35,161, representing a substantial growth of 32.0%.

Gurugram, Indore and Ranchi hospitals of the Company have a capacity of 1,766 beds and contributed 73% to the Company’s revenue in FY23. During the year, over 80 senior clinicians were added to the team, including Dr Randeep Guleria as the Chairperson of Internal Medicine and Respiratory & Sleep Medicine as well as an entire team for the newly launched Institute of Women and Children.

The Company’s Lucknow hospital continues to scale up with addition of 191 beds in FY23, including over 90 critical care beds. Lucknow hospital also added seven new OTs and have hired over 50 senior clinicians. Towards the end of FY23, Lucknow hospital commissioned the Siemens Varian EDGE Radiation Oncology machine - the first in North India - as well as set up a dedicated e-ICU Command Centre to assist in remote critical

care management. With a capacity of 601 beds as on March 31, 2023, the Lucknow unit contributed to 21% of the Company’s total revenue.

The Company’s Patna hospital added over 100 beds and 35 doctors in FY23. It was also able to achieve EBITDA breakeven in its first fullyear ofoperations. With a capacity of 330 beds as on March 31, 2023, the unit contributed to 6% to the Company’s total revenue.

Medanta Noida Hospital, with a capacity of 550 beds, is under construction and is expected to become operational with 300 beds by end of FY25. This presents the Company with a great opportunity to expand its healthcare infrastructure and service offerings in Delhi-NCR.

In FY23, the Company also announced a new 300-bed hospital project in Indore under the asset-light O&M model. This is in line with the strategy to further strengthen our presence in Central India. The Company continues to evaluate such opportunities in the Northern, Eastern and Central parts of the Country to expand its market presence.

The Company’s sales from the pharmacy business increased to H 15,640 lakhs in FY23 from H 8,500 lakhs in the previous year. A substantial increase in the current operations could be achieved through selective expansion beyond hospitals.

The Company started Medanta Labs in January 2023, as part of its strategy to ensure continuity of care for the patients beyond the hospital. In order to make healthcare more accessible and comfortable for patients, this new initiative will establish diagnostic services closer to patient’s home. 22 collection centres were set up by the Company covering Gurugram, Patna, Noida, Lucknow and Indore. Phase 1 of the principle plan is to expand the presence of these new services in states that already have Medanta’s Hospital labs and then scale up to over 10 labs and 125 collection centres in phase 2.

Initial Public Offering and Listing

The Financial Year 2022-23 had turned out to be one of the important milestones in the corporate history of your Company. During the Financial Year under review, your Company has successfully completed its Initial Public Offering (IPO) of H 50,000 Lakhs by way of fresh issue of 1,48,80,952 Equity Shares and an Offer for Sale by existing Shareholders of 5,07,61,000 Equity Shares of face value of H 2 each, at an Offer Price of H 336 per Equity Share including share premium of H 334 per Equity Share. The Initial Public Offering was opened on November 3, 2022 and closed on November 7, 2022 (both days inclusive) and it received overwhelming response

from the investors. Subsequently, the Equity Shares of the Company were listed and admitted for trading on BSE Limited and National Stock Exchange of India Limited with effect from November 16, 2022.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, prepared in compliance with the applicable provisions of the Companies Act, 2013. (“the Act”), Indian Accounting Standards, issued by the Institute of Chartered Accountants of India and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) forms part of this Annual Report together with Auditors’ Report thereon.

DIVIDEND

During the Financial Year under review, your Directors has not recommended any dividend to the Shareholders of the Company.

Pursuant to Regulation 43A of Listing Regulations, the Dividend Distribution Policy of the Company is available on Company''s website at https://www.medanta.org/ investor relations/company-policies.

DEPOSITS

Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVE

During the year under review, no amount from the profit of the Company has been transferred to the General Reserve of the Company.

SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

During the year under review, the Authorised Share Capital of the Company was reclassified to H 133,52,49,984/-(Rupees One Hundred Thirty Three Crore Fifty Two Lakh Forty Nine Thousand Nine Hundred Eighty Four) divided into 66,76,24,992 (Sixty Six Crore Seventy Six Lakh Twenty Four Thousand Nine Hundred and Ninety Two) Equity Shares of H 2 each, pursuant to reclassification of 4,66,954 Class A Preference Shares of H 696/- each into 16,24,99,992 Equity Shares of H 2/- each.

Further, during the year under review, the Issued, Subscribed and Paid-up Equity Share Capital was increased from H 50,64,47,860 (Rupees Fifty Crore Sixty Four Lakhs Forty Seven Thousand Eight Hundred Sixty) divided into 25,32, 23, 930 Equity Shares of H 2 each to H 53,63,90,344/- (Rupees Fifty Three Crore Sixty Three Lakh Ninety Thousand Three Hundred Forty Four) divided into 26,81,95,172 Equity Shares of H 2/- each, pursuant to allotment of Equity Shares under IPO and ESOP 2016, as detailed under :

Sr no	Date of Allotment	No. of Equity Shares of H 2 each	Details of Allotment
1	July 25, 2022	40,000	ESOP 2016
2	September 2, 2022	40,000	ESOP 2016
3	November 11, 2022	1,48,80,952	Initial Public Offering (Fresh Issue)
4	March 17, 2023	10,290	ESOP 2016
	Total	1,49,71,242

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’), the Depositories, for facilitating the various services like Dematerialization of shares, Corporate Actions, Pledging of securities, e-voting etc. The Annual Custody fees for the FY 2022-23 has been paid to both the Depositories.

DEBENTURES

The Company had allotted 1000 secured, unlisted, redeemable, transferable and interest bearing NonConvertible Debentures (NCDs) of the face value of H10,00,000/- (Rupees Ten Lakh) each aggregating to H 1,00,00,00,000/- to Asian Development Bank on May 18 2021, redeemable in three equal tranches beginning from May 19, 2022.

During the year under review, the first tranche of redemption i.e 1/3^rd of the face value was redeemed on May 19, 2022 and the second tranche consisting equivalent amount was redeemed during the current Financial Year. Consequently, as on date of this Report, the Company has outstanding 1000 NCDs of face value H 3,33,333.334/-

SUBSI DIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2023, your Company has three (3) wholly-owned subsidiaries viz. Global Health Patliputra Private Limited (GHPPL), Medanta Holdings Private Limited (MHPL) and GHL Pharma & Diagnostic Private Limited (GHL Pharma). During the year under review, GHL Pharma was incorporated as a wholly-owned subsidiary on June 29, 2022. All subsidiaries of the Company are managed by their respective Board of Directors in the best interest of those companies and their shareholders.

In accordance with Section 129(3) of the Act, the Company has prepared the Consolidated Financial Statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board’s Report. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 44 of the Consolidated Financial Statements for FY ended March 31, 2023.

The Financial Statements of the subsidiaries are available under ‘Investors Section’ on the website of the Company at https://www.medanta.org/investor-relation/. The same shall also be made available to the Shareholders of the Company seeking such information at any point of time.

In compliance with the provision of Regulation 16 (C) of Listing Regulations, the Company has formulated a policy for determining Material Subsidiaries. The said policy is also available on the website of the Company at https://www.medanta.org/investor-relation/ and pursuant to which GHPPL and MHPL, qualify as Material Subsidiaries.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments that have occurred between March 31, 2023 and the date of this Report, other than those disclosed in the Financial Results, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Note No. 8, 37 & 39 to the Standalone Financial Statements.

EMPLOYEE STOCK OPTION SCHEMES

The Company has three (3) Stock Option Schemes viz. Employees Stock Option Scheme 2014 (‘ESOP 2014’), Employees Stock Option Scheme 2016 (‘ESOP 2016’) and Employees Stock Option Scheme 2021 (‘ESOP 2021’), in

alignment with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB & SE Regulations’). Pursuant to the Board Meeting dated September 10, 2021 and Shareholders’ Meeting dated September 17, 2021, the Company has decided not to make any further grants under the ESOP 2014 and ESOP 2016. Further, no grants have been made under ESOP 2021 till the date of this Report.

Subsequent to the Initial Public Offering, the Shareholders of the Company had passed special resolution by way of Postal Ballot on January 28, 2023 for ratification of ESOP 2016 and ESOP 2021.

The details of ESOP(s) available and allocated under plans during the FY 2022-23 are as under:
Particulars	No. of options under GHL ESOP 2014	No. of options under GHL ESOP 2016
Total options granted during FY 2022-23	NIL	NIL
Total options vested during FY 2022-23	NIL	44,000
Total options exercised during FY 2022-23	NIL	18,058
The total number of shares arising as a result of exercise of option (Exercise of 1 option will result into allotment of 5 equity Shares of H 2 each)	NIL	90,290
Options lapsed during FY 2022-23	NIL	NIL
The exercise price of each option	NA	H 10/-
Variation of terms of options during FY 2022-23	NA	Post Listing, the Scheme was ratified by the Shareholders of the Company in compliance with SEBI SBEB & SE Regulations, by passing Special Resolution through Postal Ballot dated January, 28, 2023
Money realized by exercise of options during FY 2022-23	NIL	H 1,80,580
Total number of options in force as on March 31, 2023 (vested but not yet exercised)	NIL	38,442
Employee-wise details of options granted to:-
(i) Key Managerial Personnel (KMP)	NIL	NIL*
(ii) Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year;	NIL	NIL
(iii) 1 dentified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	NIL	NIL
* 20,000 ESOPs were granted to Mr. Pankaj Sahni, one of the KMP of the Company in FY 2018-19.

The details of ESOP are provided in the notes to accounts in the Financial Statements forming part of this Annual Report and the disclosures as mandated under SEBI SBEB & SE Regulations is available on the website of the Company at https://www.medanta.org/investor-relation/. Certificate from M/s. VAPN & Associates, Secretarial Auditors of the Company, with respect to the implementation of ESOP Schemes shall be placed before the Shareholders at the ensuing Annual General Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board

The Company has a balanced and diverse Board. The Company’s Board has an optimum mix of Executive and Non-Executive Directors, to maintain independence and separate the functions of governance and management. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act. As on March 31, 2023, the Board consists of 10 (Ten) Directors, comprising of 2 (Two) Executive Directors and 8 (Eight) Non-Executive Directors out of which 5 (Five) are Independent Directors (including one (1) Women Independent Director).

Change in Board of Directors

During the year under review, Mr. Pankaj Sahni (DIN: 07132999) was appointed as an Additional Wholetime Director on the Board (Designated as Group CEO & Director) of the Company w.e.f. January 1, 2023. His appointment was later approved by the Shareholders of the Company on January 28, 2023 through Postal Ballot.

Retire by Rotation

Mr. Venkatesh Ratnasami (DIN: 03433678), Non-Executive nominee Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for reappointment.

Appropriate resolution for his re-appointment is being placed for approval of the Shareholders of the Company at the ensuing AGM. Brief resume and other details of Mr. Venkatesh Ratnasami seeking re-appointment at the ensuing AGM, as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the Listing Regulations is detailed in the Notice convening the 19^th AGM of the Company. The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Shareholders for approval.

Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act read with the Schedules and Rules issued thereunder as well as under Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act read with the Schedules and Rules made thereunder as well as in Listing Regulations and are independent from Management.

KEY MANEGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2023:

i)	Dr. Naresh Trehan	Chairman & Managing Director
ii)	Mr. Pankaj Sahni	Group CEO & Director
iii)	Mr. Sanjeev Kumar	Group Chief Financial
		Officer
iv)	Mr. Rahul Ranjan	Company Secretary

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and Listing Regulations.

In accordance with the provisions of Schedule IV to the Act and applicable Regulations, a separate meeting of the Independent Directors of the Company was held on March 24, 2023 without the attendance of Non-Independent Directors and members of the Management.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors'' Performance; (iii) Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2022-23. The evaluation process involved obtaining viewpoints from the Board Members on the functioning

of the Board, Committee or Directors'' performance through the use of Questionnaires which were designed basis guidelines of SEBI issued in this respect and approved by Nomination and Remuneration Committee, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors and Chairman of the Board was carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and the Chair is satisfactory.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination & Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual. Further, pursuant to provisions of the Act, the NRC of your Board has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for remuneration to Executive Directors of the Company. The policy is available on the website of the Company at https://www.medanta.org/investor-relation/

Your Directors affirm that the remuneration paid to the Directors, Key Management Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under 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 prescribed format and annexed herewith as Annexure 2 to this Board’s Report.

The Annual Report is being sent to the Shareholders of the Company excluding information required under Section 197 (12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining a copy of such statement may write to the Company Secretary of the Company at [email protected].

As on March 31, 2023, the total numbers of permanent employees on the rolls of the Company are as under:

Sr	Category of Employees	Total No. of
no		Employees
1.	Permanent Employees	5398
2.	Retainers	834
	Total	6232

RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Act and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which is available on Company’s website at https://www.medanta.org/ investor-relation/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length.

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2022-23 were in the ordinary course of business and on an arm’s length basis. The Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company’s policy on dealing with related party transactions. Further, during the year under review, there were no materially significant related party transaction(s) entered by the Company which might have potential conflict with the interest of the Company at large.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act, in Form AOC-2 is not applicable. However, detailed disclosure on related party transactions as per IND AS-24 containing name of related parties and details of the transactions entered into with them have been provided under Note No. 37 of the Standalone Financial Statements of the Company.

under review, no complaint has been received by the Company under vigil mechanism. The Board of Directors has modified the policy for wide coverage and the said policy is also placed on the website of the Company at https://www.medanta.org/investor-relation/

CORPORATE SOCIAL RESPONSIBILITY

The Company recognises its social responsibility as an integral part of its corporate citizenship. Driven by its value system, your Company commits to support and nurture community through innovative solutions to satisfy evolving needs of the society. During the year under review, the Company had conduct its CSR activity both through itself and its CSR arm-Medanta Foundation Poor And Needy Patient Welfare Trust (“Medanta Foundation”).

In accordance with the provisions of Section 135 of the Act and Rules made thereunder, your Company has formed a Corporate Social Responsibility (CSR) Committee to monitor CSR activities of the Company. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Board of Directors of the Company has further formulated and adopted a policy on CSR which can be accessed at https://www.medanta.org/investor-relation/ A Report on CSR activities as prescribed under the Act and Rules made thereunder is annexed herewith as Annexure 4 to this Board’s Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure 5 to this Board’s Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH)

The Company has in place a policy on prevention of Sexual Harassment of Women at Workplace. Internal Complaint Committee(s) under POSH have been constituted to handle / investigate the matters relating to Sexual Harassment at various locations of the Company. The Company had received 10 (Ten) complaints under POSH & the same had been disposed as per the terms of the policy of the Company.

AUDITOR AND AUDITOR''S REPORT

Statutory Auditors

The Shareholders in the 18^th Annual General Meeting have approved the re-appointment of M/s. Walker Chandiok & Co. LLP, having Firm Registration No. 001076N/N500013, as Statutory Auditors for the second term of five (5) consecutive years i.e. from the conclusion of 18^th AGM held on September 5, 2022 till the conclusion 23^rd AGM to be held in calendar year 2027.

Further, the Audit Report issued by the Statutory Auditors on the Financials Statements (Standalone and Consolidated) of the Company for FY 2022-23 is annexed to the Financial Statements, forming an integral part of this Annual Report. The said Audit Report is selfexplanatory and does not contain any qualification, reservation, adverse remarks or disclaimers. During the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

Internal Auditors

The Company had re-appointed M/s Pricewaterhouse coopers, Services LLP as the Internal Auditors of the Company for three (3) years i.e. FY 2022-23, FY 2023-24 and FY 2024-25.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work assigned and placed their reports at the meetings of the Audit Committee and Board, during quarterly intervals.

Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s VAPN & Associates, Company Secretaries as Secretarial Auditors to conduct the Secretarial Audit of the Company for FY 2022-23.

The Secretarial Audit Report for the Financial Year ended March 31, 2023 is attached herewith as Annexure 3 and forms an integral part of this Boards Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

In compliance with the requirements of Listing Regulations, Secretarial Audit Reports of Material Wholly Owned Subsidiary Companies viz. GHPPL and MHPL are also attached herewith as Annexure 3 and forms an integral part of this Board’s Report. The Secretarial Audit Reports of material subsidiaries are also self-explanatory and does not contain any qualification, reservation or adverse remark.

Cost Auditors

In term of Section 148 of the Act, the Company is required to maintain cost records and get them audited every year. Accordingly, such accounts and records were made and maintained for the Financial Year 2022-23.

M/s Ramanath Iyer & Co., (Firm Registration No. 000019), Cost Accountants, were appointed to carry out Audit of Cost Records of the Company for the FY 2022-23. The Cost Auditors have issued their unqualified Report for the Financial Year 2022-23, which has been taken on record by the Audit Committee and the Board of Directors at their respective meetings.

Further, the Board had approved the re-appointment of M/s Ramanath Iyer & Co., (Firm Registration No. 000019), Cost Accountants, as Cost Auditors to carry out Audit of Cost Records of the Company for the Financial Year 2023-24. Requisite proposal seeking ratification of remuneration to be paid to the Cost Auditors for the FY 2023-24, by the Shareholders as per Section 148 of the Act, read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company at https://www. medanta.org/investor-relation/

RISK MANAGEMENT

The Company has a risk management system aimed at identifying, analyzing, assessing, mitigating, monitoring risk or potential threat to achievement of its strategic and business objectives. The Company, through its Risk Management Policy, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. The Company has a Risk Management Committee to identify elements of risk in different areas of operations, the details of the Risk Management Committee are included in the Corporate Governance Report.

WHISTLE BLOWER MECHANISM

Pursuant to Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy to provide a mechanism to the employees and Directors to report genuine concerns about any unethical behavior, actual or suspected fraud or violation of your Company’s Code of Conduct to the Chairman of Audit Committee. During the year

INTERNAL FINANCIAL CONTROLS

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year.

During Financial Year 2022-23, the Internal Financial controls were examined and evaluated by an independent third party i.e M/s TRC Corporate Consulting Private Limited and found the same adequate considering the size and scale of the operations of the Company and no reportable material weakness in the design or operation was observed. The Directors have in the Directors Responsibility Statement confirmed the same to this effect. Nonetheless, the Company recognises that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

During the Financial Year under review, there is no application made and/or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, in relation to the Annual Financial Statements for the Financial Year 2022-23, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31,

2023 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards had been followed and there are no material departures;

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and of the Profit of the Company on standalone basis for the year ended on that date;

d) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions ofthe Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by all stakeholders including Banks, Financial Institutions, viewers, vendors, service providers and regulatory authorities.