Directors Report of Max Healthcare Institute Ltd.

Mar 31, 2025

The Directors of Max Healthcare Institute Limited (‘Company’ or ‘MHIL’) have immense pleasure in presenting the Board’s Report on the business and operations of the Company along with the audited financial statements for the Financial Year (“FY”) ended March 31, 2025.

Integrated Reporting

The Company has voluntarily shifted its corporate reporting journey to an Integrated Report since FY 2023-24 in accordance with the Framework published by the International Financial Reporting Standards Foundation (IFRS). The Integrated Annual Report encompasses both financial and non-financial information to enable the members to develop a better understanding of Company’s holistic approach to its business operations. The Integrated Annual Report touches upon aspects such as the organisation’s strategy, governance framework, performance and prospects of value creation based on the six forms of capitals viz. manufactured capital, human capital, intellectual capital, social and relationship capital, financial capital and natural capital.

The Company has appointed TOV SLID South Asia Private Limited to provide ‘Reasonable Assurance’ for the core indicators of the Business Responsibility and Sustainability Report (“BRSR”) and ‘Limited Assurance’ for select sustainability disclosures.

Overview of Financial Performance and State of Company''s Affairs Financial Highlights

The standalone and consolidated financial results of the Company’s operations are summarised below:
				H in Lakh
	Standalone *		Consolidated *
Particulars	Financial Year ended		Financial Year ended
	March 31, 2025	March 31, 202m March 31, 2025 1		March 31, 2024
Revenue from operations	2,66,360	2,34,136	7,02,846	5,40,602
Add: Other Income	36,654	26,606	15,564	17,694
Total Income	3,03,014	2,60,742	7,18,410	5,58,296
Less: Total expenditure	1,83,021	1,57,416	5,17,966	3,91,277
Profit before interest, depreciation and tax	1,19,993	1,03,326	2,00,444	1,67,019
Less: Finance cost	4,839	5,166	16,502	5,989
Profit before depreciation and tax	1,15,154	98,160	1,83,942	1,61,030
Less: Depreciation and amortization expense	13,119	11,664	35,942	24,498
Profit before exceptional item and tax	1,02,035	86,496	1,48,000	1,36,532
Exceptional item	7,363	-	7,363	-
Less: Tax expense	24,565	17,770	33,049	30,768
Profit for the year	70,107	68,726	1,07,588	1,05,764
Add: Total other comprehensive loss for the year, net of taxes	(151)	(203)	(455)	(645)
Total comprehensive income for the year	69,956	68,523	1,07,133	1,05,119
Earnings per equity share
Basic (H)	7.21	7.07	11.07	10.89
Diluted (H)	7.17	7.05	11.01	10.84
*Previous year figures have been regrouped and reclassified to conform to the current year classification & presentation.

The standalone, as well as the consolidated financial statements, have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) as applicable.

Annual Performance

Details of the Company’s annual financial performance is also published on the Company’s website and can be accessed at https://www. maxhealthcare.in/financials#financial-statements.

Performance Highlights (Standalone)

The Company’s revenue from operations grew by 13.8% to H 2,66,360 Lakh in FY 2024-25, compared to H 2,34,136 Lakh in FY 2023-24. Revenue from operations comprises of H 2,41,133 Lakh of revenue from healthcare services, H 8,686 Lakh revenue from operation and management service fees and H 10,863 Lakh revenue from the sale of pharmaceutical supplies. Other income also went up to H 36,654 Lakh in FY 2024-25 compared to H 26,606 Lakh in the previous year mainly due to increase in dividend from wholly owned subsidiaries and interest income from loans to subsidiaries and partner healthcare facilities.

During FY 2024-25, total expenditure — comprising material costs, employee expenses, professional fees for doctors, hospital services, sales and marketing, power and fuel, among others — stood at 68.7% of revenue from operations, as compared to 67.2% in FY 2023-24. The increase in expenditure as a percentage of revenue is primarily attributable to the supply of pharmaceuticals on a cost-plus basis to the newly operational hospital in Dwarka, as well as the cost of high-end patented drugs used in the treatment of oncology patients.

PBITDA stood at H 1,19,993 Lakh, 39.6% of total income during FY 2024-25, reflecting an improvement of 16.1% over H 1,03,326 Lakh, 39.6% of total income in FY 2023-24.

Net Profit before tax for FY 2024-25 stood at H 1,02,035 Lakh, which represents a like to like growth of 18.0% over FY 2023-24. During the year, an exceptional cost of H 7,363 Lakh was incurred towards charges paid to Yamuna Expressway Industrial Development Authority (YEIDA) for seeking change in shareholding on acquisition of Jaypee Healthcare Limited. Net Profit after tax and exceptional items was H 70,107 Lakh, compared to H 68,726 Lakh for FY 2023-24. On a like to like basis (excluding the exceptional item of H 7,363 Lakh), Net Profit after tax stood at H 77,470 Lakh, representing a growth of 12.7% compared to FY 2023-24.

State of Company’s Affairs

The Company continued to scale new heights and has successfully laid a strong foundation for all-round growth in the future. Its network presently consists of 22 (twenty-two) healthcare facilities, including 11 (eleven) hospitals and 4 (four) medical centres in the Delhi and NCR region. The remaining 6 (six) hospitals are located in Mumbai and Nagpur in Maharashtra, Mohali and Bathinda in Punjab, Dehradun in Uttarakhand and Lucknow in Uttar Pradesh and 1 (one) medical centre in Mohali. In addition to its core hospital business, the network also includes two strategic business units (“SBUs”) - Max@Home and Max Lab. Max@Home is a platform that provides health and wellness services at home, while Max Lab offers diagnostic services to patients outside of its network hospitals.

The Company, along with its subsidiaries, have strengthened its international presence and now directly operates Patient Assistance Centres (“PAC”) in 9 (nine) countries, namely, Kenya (Nairobi), Nigeria (Lagos), United Arab Emirates (Dubai), Oman (Muscat), Myanmar (Yangon), Ethiopia (Addis Ababa), Uzbekistan (Tashkent), Nepal (Kathmandu) and Bangladesh (Dhaka). This is in addition to its indirect presence in 4 (four) countries through 6 (six) partner offices. The Nairobi office continues to focus on promoting tertiary care and highly complex procedures such as bone marrow transplants, liver transplants, paediatric cardiac surgeries and oncology treatments. The Dubai office has completed more than three years and has been able to make a mark for itself in UAE. The international offices are focused on working with local insurance companies, institutional payors such as local governments, hospitals and individual clinicians for coordinating treatment of patients suffering from life threatening diseases at Network Hospitals in India. Further, the Company is maintaining focus on organ transplants and other high-end surgical procedures across all its Network Hospitals. The Company provides medical as well as operation and management services across secondary and tertiary care specialities, with a focus on Oncology, Neurosciences,

Cardiac Sciences, Orthopaedics, Renal Sciences and Liver and Biliary Sciences. During FY 2024-25, the Company expanded robotic surgical programmes at its various Network Hospitals and successfully conducted ~ 6,600 robotic surgeries.

The Company’s revenue includes earnings from pathology, radiology, radiation oncology and other clinical services, under fee-for-service and/ or revenue-sharing arrangements in select specialties or departments with third parties including partner healthcare facilities.

The Company has also taken various measures to capture and improve patient satisfaction, quality of care and medical outcomes in line with its objective of becoming the most well-regarded healthcare provider in India. The Company also procured high-end equipment including Digital PET CT, Robotic Systems for Orthopaedics, Oncology and General Surgery, MRI, CT, Navigation System with O-Arm, LINAC Machine with SGRT, Biplane Cathlab, Intraoperative Robotic Ultrasound and Foetal Ultrasound for Gynaecology etc. in its Network Hospitals during FY 202425 to further enhance technological capabilities and support advanced clinical outcomes. All facilities owned and operated by the Company including Partner Healthcare Facilities adhere to internationally recognised medical protocols and standards. 18 (eighteen) of network hospitals are accredited by the National Accreditation Board for Hospitals (NABH) and 4 (four) facilities also hold the prestigious Joint Commission International (JCI) accreditation. The Company remains committed to delivering high-quality medical care at affordable costs. Strategic investments are consistently made in talent development, process optimisation and advanced technologies to ensure long-term operational sustainability. As part of its unwavering focus on patient safety, the Company has implemented robust clinical governance frameworks, regular audits and real-time monitoring systems to proactively identify and mitigate risks. Staff across all levels are continuously trained in global best practices to foster a culture of safety, transparency and continuous improvement. Patient feedback mechanisms are actively used to drive enhancements in care delivery and outcomes. At the same time, the Company prioritises the safety and well-being of its workforce and the communities it serves, actively minimises its environmental impact and upholds the highest standards of ethical business conduct.

The Company’s business activity primarily falls within a single reportable business segment, namely ‘Medical and Healthcare Services’ as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/ medical centres and tertiary care facilities.

A detailed discussion on the operations of the Company (on a consolidated basis) for FY 2024-25 is given in the Management Discussion and Analysis Report which forms part of this Integrated Annual Report.

Dividend

Based on the Company’s improved performance and strong cash flows and in line with the Dividend Distribution Policy of the Company, the Board of Directors (“Board”) has recommended a final dividend of H 1.50 per equity share of the face value of H 10/- each for FY 2024-25 which translates to 15% of the face value, same as last year. The dividend is subject to the approval

Particulars of loans, guarantees, investments etc., as required under Section 186 of the Act and Schedule V of the SEBI Listing Regulations, are provided in Note 35.20 of the audited standalone financial statements of the Company for FY 2024-25, which forms part of this Integrated Annual Report.

Significant Events and Upcoming Facilities

Establishment of Max Super Speciality Hospital, Dwarka

The Company had entered into a service agreement with Muthoot Hospitals Private Limited (“MHPL”) on January 20, 2022, for providing services in connection with the operations and management (O&M) of a 303-bed hospital under construction. Under the agreement, the exclusive and irrevocable right to operate and manage the hospital vests with a Hospital Management Committee (HMC) constituted by MHPL and the Company is mandated to render necessary support services for the O&M of the hospital, under the superintendence of the HMC. This arrangement is intended to further strengthen the Company’s presence in the Delhi NCR region. The hospital was handed over to HMC on June 26, 2024 and is equipped with state-of-the-art medical infrastructure, including advanced imaging systems and surgical robots. The hospital commenced full-fledged operations with effect from July 2, 2024.

Acquisition of Jaypee Healthcare Limited

The Company, on October 4, 2024, acquired 63.65% of the equity stake in Jaypee Healthcare Limited (“JHL”) for an aggregate consideration of ~H 398 Crore. The acquisition was based on an enterprise value of H 1,660 Crore, reflecting JHL’s strong market position, which includes two operational hospitals i.e., the 500-bedded Jaypee Hospital in Noida and the 200-bedded Jaypee Hospital in Bulandshahr, built on land parcel of 18 acres and 5.75 acres, respectively. Further, JHL also owns a 100-bedded hospital spread over 2.35 acres in Anoopshahar, which is currently non-operational.

Further, the Company acquired the balance equity stake in JHL for an aggregate consideration of 227 Crore. Consequently, JHL became a wholly-owned subsidiary of the Company with effect from November 11, 2024.

Pursuant to the approval of the Board at its meeting held on January 30, 2025, the Company invested an amount aggregating ~H 50 Crore against the allotment of 3,42,16,108 equity shares in JHL on a rights basis on January 31, 2025.

Infusion of Equity Capital in Max Lab Limited, Wholly-Owned Subsidiary

The Board, at its meeting held on May 22, 2024, approved the proposal for providing financial assistance in the form of investment, loan, guarantee, etc. to Max Lab Limited (“Max Lab”), a wholly owned subsidiary of the Company, for an amount up to H 20 Crore.

Subsequently, the Board of Max Lab, at its meeting held on May 29, 2024, approved the allotment of 2,00,00,000 equity shares of face value H 10 (Rupees Ten only) each at a price of H 10 (Rupees Ten only) per equity share, for an aggregate amount of H 20 Crore, on a rights basis to the Company. As a result, the shareholding

of the members at the forthcoming 24^th Annual General Meeting (“AGM”) of the Company. The record date for the purpose of payment of the final dividend for FY 2024-25 has been fixed as Friday, July 4, 2025.

The dividend, if approved by the members at the forthcoming 24^th AGM, will be paid/ dispatched within 30 days from the conclusion of the said AGM to the members whose names appear in the register of members/ beneficial owners as on the record date. The dividend shall be paid after deduction of tax at source, as applicable.

The Board in its meeting held on May 20, 2025, amended the Dividend Distribution Policy to align it with leading industry practices and to provide more clarity on Company’s dividend philosophy. As per the amended policy, as a guiding principle and subject to the circumstances provided in the Policy, the Board may declare dividend (including interim dividend, if any) up to a payout ratio of 40% of the profits after tax of the Company. The Board may, in case of extraordinary circumstances, declare a higher rate of dividend. At the same time, the Board shall endeavour to declare/recommend a minimum dividend of 10% of the face value of share every year. The Board shall consider financial parameters and other relevant factors while declaring or recommending dividends payable to the members.

The Company has complied with the guidelines specified under the Dividend Distribution Policy, formulated in terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the same is available on the Company’s website and can be accessed at https://www.maxhealthcare.in/investors/ corporategovernance/policies-and-other-documents

Unpaid/Unclaimed Dividend

Pursuant to the applicable provisions of the Companies Act, 2013 (“Act”), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to Investor Education and Protection Fund (“IEPF”) established by the Government of India, after the completion of 7 (Seven) years from the date of transfer to the Unpaid Dividend Account.

The Company had declared dividends for FY 2022-23 and FY 2023-24 on September 27, 2023 and September 20, 2024, respectively. As a period of 7 (Seven) years has not elapsed from the date of transfer of the said dividend amounts to the respective Unpaid Dividend Accounts, the provisions relating to the transfer of unpaid/unclaimed dividends to the IEPF are currently not applicable to the Company.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Act and SEBI Listing Regulations, the Company extends financial assistance to its subsidiaries, silos and partner healthcare facilities in the form of investments, loans, security deposits, guarantee etc., from time to time, in order to meet their business requirements. Further, neither the Company nor any of its subsidiaries has extended any financial assistance to the promoter or promoter group entities that has been written off during the last three years.

of MHIL in Max Lab increased from 2,00,00,000 to 4,00,00,000 equity shares of H 10 each.

Brownfield Expansion of Max Smart Hospital (Saket Complex) leading to addition of 400 Beds to Network Bed Capacity

Max Smart Hospital - a key partner healthcare facility, is in midst of expanding its bed capacity from present 250 beds to 650 beds by addition of ~ 5 lakhs square feet to existing built up area. The Board of the Company had earlier approved a long -term loan to Gujarmal Modi Hospital and Research Centre for Medical Sciences (GMHRC) for the purpose, in line with Company’s obligation under Medical Services Agreement executed in the year 2015.

The new 400-bed facility will contribute to the creation of one of the largest healthcare complexes in Asia, with over 2,300 beds spread across 23 acres in Saket. This integrated healthcare hub will facilitate the streamlining of services across four hospitals within the Saket Complex and enable greater sub-specialization, thereby enhancing the overall depth and breadth of medical offerings in a synergistic manner.

The project is expected to be commissioned by end of first half in the FY 2025-26, with beds becoming operational in a phased manner.

Expansion by 155 Additional Beds to the Existing ~220-Bed Capacity at Max Super Speciality Hospital, Mohali

The Board, in its meeting held on May 22, 2024, accorded its approval for expanding capacity of Max Super Speciality Hospital -Mohali, Punjab (“Max Mohali”) by adding ~155 beds to the existing bed capacity of 220 beds. Max Mohali is run and operated under a public-private-partnership arrangement with Government of Punjab, under the aegis of Hometrail Buildtech Private Limited (“HBPL”), a wholly-owned subsidiary of the Company and had been experiencing severe shortage of beds to cater to the needs of the patients in the region. We expect commissioning of additional beds in first half of FY 2025-26.

Construction of ~500 Bed Greenfield Hospital at Sector 56, Gurugram

The Board, at its meeting held on May 22, 2024, approved an overall expenditure of up to H 1,018 Crore towards the construction and equipment costs for setting up a ~500-bedded Max Super Speciality Hospital on 5.26 acres parcel of land allotted by Haryana Shehri Vikas Pradhikaran in Sector 56, Gurugram. The proposed construction is expected to be completed by end of FY 2025-26, with bed capacity being made available in a phased manner.

The Hospital will cater to the healthcare needs of communities residing in and around the ever expanding NCR region.

Expansion by ~100 Additional Beds to the Existing 186-Bed Capacity at Max Super Speciality Hospital, Nagpur

The Board, in its meeting held on May 20, 2025, accorded its approval for expanding capacity of Max Super Speciality Hospital, Nagpur (“MSSH Nagpur”) by adding ~100 beds to the existing bed capacity of 186 beds. Alexis Multi-Speciality Hospital Private Limited (“Alexis”), wholly-owned subsidiary of the Company currently owns and operates MSSH Nagpur. The additional

bed capacity is expected to become operational in early FY 2027-28, enabling the hospital to cater to the healthcare needs of communities residing in Nagpur and surrounding areas.

Agreement to Lease for Setting Up of a 400 Bed Hospital in Zirakpur, Punjab

The Board, at its meeting held on August 1, 2024, approved entering into a long-term lease arrangement with Silicon Constructions Private Limited (“SCPL”) for setting up a 250 bedded hospital at Zirakpur, Punjab.

Later, the Board at its meeting held on January 30, 2025, approved the amendment to the existing agreement to lease dated August 1, 2024, with SCPL to increase the bed capacity of the proposed hospital from the earlier 250 beds to a 400 bedded facility.

This asset-light built-to-suit opportunity allows expansion in a market where Max has an established brand recognition and patient connect. The site is strategically located to serve patients from three states with significant growth potential. We expect the hospital to commence its operations in FY 2027-28.

Long Term Service Agreement for Setting Up of a 200 Bed Hospital in Pitampura, Delhi

The Board, at its meeting held on March 12, 2025, approved the proposal to enter into a long-term Service Agreement (“LTSA”) with Bharat Prakritik Chikitsa Mission (BPCM), a society which is setting up a 200-bedded hospital in Pitampura, Delhi and expect to commission the facility in FY 2027-28.

The Company shall provide an interest-free, refundable deposit linked to construction milestones as a guarantee against its performance obligations under the LTSA.

Expansion at Saket Complex through aiding construction of 550 Bed Partner Healthcare Facility in conjunction with Vikrant Foundation

ALPS Hospital Limited, a wholly-owned subsidiary of the Company, is aiding in development of 550-bed network hospital being built on a 3.5-acre prime land parcel in Saket, South Delhi and thereafter, will run key medical programs. This facility will be operated under the aegis of Vikrant Children’s Foundation and Research Centre.

Strategically located between two operating Network Hospitals, this new hospital will contribute to the creation of one of the largest healthcare complexes in Asia, with over 2,300 beds spread across 23 acres. This integrated healthcare hub will facilitate the streamlining of services across four hospitals within the Saket Complex and enable greater sub-specialization, thereby enhancing the overall depth and breadth of medical offerings in a synergistic manner.

The project is targeted for phased completion by the end of FY 2027-28.

Establishment of a 400 Bed Partner Healthcare Facility at Patparganj (Nirogi)

Eqova Healthcare Private Limited, (“Eqova”) a subsidiary of the Company, has entered into an exclusive, long-term Medical Services Agreement (MSA) with the Nirogi Charitable and Medical

Research Trust (Society). Under this agreement, Eqova will aid in the development of and provide medical services to a new 400-bed hospital currently under construction on a 2.1-acre site owned by the Society in Patparganj, New Delhi. Located approximately 800 metres from existing 402-bed Max Super Speciality Hospital, Patparganj, the new hospital is expected to yield significant growth in network revenue and cost synergies upon completion.

The project is targeted for phased completion by the end of FY 2027-28. Through this hospital, the Company along with the Society, aims to address the growing demand for quality healthcare services in the East Delhi community and also provide free treatment to patients from economically weaker section.

Agreement to Lease a 500 Bed Hospital to be set up in Thane, Maharashtra

The Board, at its meeting held on January 30, 2025, approved a proposal to enter into an agreement to lease with VR Konkan Private Limited (“VKPL”) for setting up a ~500 bedded hospital at Thane, Maharashtra on a built-to-suit basis. The proposed construction of hospital premises is expected to be completed by end of FY 2028-29. The hospital building and infrastructure are being developed by VKPL according to the Company’s specifications. The Company is required to make investments in deposits, equipment and loose furniture amounting to ~H 217 Crore.

Thane, a thriving city with a large population and a growing middle class, is experiencing a surge in demand for quality healthcare services. The Company thus, intends to expand its footprints in the territory.

Merger and Amalgamation

Merger of ALPS Hospital Limited and Max Hospitals and Allied Services Limited, Wholly-Owned Subsidiaries of the Company

The Board of ALPS Hospital Limited (“ALPS” or “Transferor”) and Max Hospitals and Allied Services Limited (“MHASL” or “Transferee”), wholly owned subsidiaries of the Company, in their respective meetings held on May 16, 2022, approved the scheme of amalgamation under the provisions of Sections 230 to 232 of the Act and relevant rules made thereunder. The objective of the scheme was to leverage and integrate the strengths of both entities, accelerate the realisation of identified synergies, adopt a unified and coordinated business approach and enhance overall organisational capabilities.

The Hon’ble National Company Law Tribunal, Mumbai Bench, vide order dated February 25, 2025, approved the aforesaid scheme. Pursuant to the said scheme, the Company received 2,78,07,187 shares of MHASL for 35,65,024 shares held by it in ALPS and accordingly, the investment held by the Company in ALPS have been cancelled. ALPS ceased to exist with effect from March 28, 2025.

Subsequently, the name of merged entity has been changed to ALPS Hospital Limited with effect from April 30, 2025.

Merger of Crosslay Remedies Limited and Jaypee Healthcare Limited, Wholly-Owned Subsidiaries of the Company

The Board of Crosslay Remedies Limited (“Crosslay” or “Transferor”) and Jaypee Healthcare Limited (“JHL” or “Transferee”), wholly owned subsidiaries of the Company, at their respective meetings

held on March 21, 2025, approved the scheme of amalgamation under the provisions of Sections 230 to 232 of the Act and relevant rules made thereunder. The objective of the scheme is to integrate the businesses in order to create a financially efficient entity with enhanced strengths, unify the management structure for improved governance, achieve economies of scale, reduce overheads, optimise asset utilisation and minimise legal and regulatory compliances.

Subsequently, a joint application has been filed with the Hon’ble National Company Law Tribunal on May 7, 2025, seeking its approval for the merger and the same is pending as on date of this report.

Share Capital

Authorised Capital

During FY 2024-25, there was no change in the authorised share capital of the Company. As on March 31, 2025, the authorised share capital stood at H 13,85,00,00,000/- divided into 1,26,00,00,000 ordinary equity shares with a nominal value of H 10 each and 12,50,00,000 cumulative preference shares with a nominal value of H 10 each.

Issued, Subscribed and Paid-up Capital

During FY 2024-25, 2,29,645 equity shares were allotted to five eligible employees upon exercise of options granted under the Max Healthcare Institute Limited Employee Stock Option Scheme 2020.

Subsequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025 was H 9,72,14,20,530/- comprising of 97,21,42,053 equity shares of face value of H 10/- each fully paid-up.

After March 31, 2025 till date of this report, 4,790 equity shares have been issued upon exercise of options granted to them under the Max Healthcare Institute Limited - Employee Stock Option Scheme 2020.

Subsequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company as on date of this report is H 9,72,14,68,430/- comprising of 97,21,46,843 equity shares of face value of H 10/- each fully paid-up.

Employees Stock Option Schemes

The Company grants share-based benefits to eligible employees to attract and retain talent, align individual performance with the Company’s objectives and promote increased participation in the Company’s growth. The Company currently has two active Employee Stock Option Schemes viz., the Employee Stock Option Scheme 2020 (“ESOP Scheme - 2020”) and Employee Stock Option Scheme 2022 (“ESOP Scheme - 2022”).

ESOP Scheme - 2020

Pursuant to approvals granted by the Board and Members of the Company on September 1, 2020 and September 29, 2020, respectively, the ESOP Scheme - 2020 was introduced to issue and allot equity shares to eligible employees. Subsequently, the Company received in-principle approval from the stock exchanges i.e., National Stock Exchange of India Limited (“NSE”)

and BSE Limited (“BSE”) on January 28, 2021 and January 15, 2021, respectively, for the listing of equity shares under the ESOP Scheme - 2020.

The total number of stock options that can be granted pursuant to the ESOP Scheme - 2020 is 66,45,150 options. Each stock option represents the right to apply for one equity share of the Company having face value of H 10 each. The Company has, from time to time, obtained the necessary approvals from the stock exchanges,

i.e., NSE and BSE for the listing of equity shares allotted pursuant to the ESOP Scheme - 2020.

ESOP Scheme - 2022

Pursuant to approvals accorded by the Board and Members of the Company on August 31, 2022 and September 26, 2022, respectively, the ESOP Scheme - 2022 was introduced to issue and allot equity shares to eligible employees. Subsequently, the Company received in-principle approval from stock exchanges

i.e., NSE and BSE on October 11, 2022 for listing of equity shares under the ESOP Scheme - 2022.

The total number of stock options that can be granted pursuant to the ESOP Scheme - 2022 stand at 1,06,65,978. Each stock option represents the right to apply for one equity share of the Company having a face value of H 10 each.

As on March 31, 2025, no options have been vested under the ESOP Scheme - 2022 and consequently, no shares have been allotted so far.

Both ESOP Scheme - 2020 and ESOP Scheme - 2022 are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations 2021”). During FY 2024-25, no amendments have been made to either scheme.

The Company has obtained certificate(s) from its Secretarial Auditors confirming that ESOP Scheme - 2020 and ESOP Scheme - 2022 have been implemented in accordance with the SEBI SBEB Regulations 2021 and the resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members at the Company’s registered office and through electronic mode during business hours.

A statement containing relevant disclosures for ESOP Scheme -2020 and ESOP Scheme - 2022 pursuant to Regulation 14 of the SEBI SBEB Regulations, 2021 is available on the Company’s website at https://www.maxhealthcare.in/investors/corporateqovernance/ general-meetings-and-postal-ballot.

Subsidiaries, Joint Ventures and Associates

Subsidiaries

As on March 31, 2025, the Company has 10 (Ten) subsidiaries, including 1 (One) step-down subsidiary. Further, the group also include 3 (three) silos as per applicable accounting standards which represent deemed entities controlled by the Group. During FY 2024-25, the following companies ceased to be subsidiaries of the Company:

8 ET Planners Private Limited (Under the process of voluntary liquidation)

8 ALPS (consequent to its merger with MHASL, which became effective on March 28, 2025)

The Board regularly reviews the operations and affairs of the subsidiaries and is kept informed of all material transactions undertaken by them.

In accordance with section 129(3) of the Act, the Company has prepared the consolidated financial statements, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries/ silos in the prescribed format AOC-1 forms part of this Integrated Annual Report and is therefore, not repeated in this report to avoid duplication. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 36.16 of the audited consolidated financial statements which also form part of this Integrated Annual Report.

In accordance with section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited financial statements of its subsidiaries, are available on the Company’s website at https:// www.maxhealthcare.in/financials#subsidiaryfinancial-statements and can be inspected at the Company’s registered office or through electronic mode. Physical copies of these statements can also be made available to the members upon request.

In terms of the SEBI Listing Regulations, the Company has a policy in place for determining “material subsidiary”. This policy is available on the Company’s website at https://www.maxhealthcare. in/investors/corporategovernance/policies-and-other-documents As per Regulation 16(1)(c) of the SEBI Listing Regulations, ‘Material Subsidiary’ shall means a subsidiary whose turnover or net worth exceeds 10% (ten percent) of the consolidated turnover or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Further, in terms of Regulation 24(1) of the SEBI Listing Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary,

i.e., a subsidiary whose turnover or net worth exceeds 20% (twenty percent) of the consolidated turnover or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Crosslay Remedies Limited (‘CRL’), a wholly-owned subsidiary, has been identified as a material subsidiary of the Company for FY 2024-25 in accordance with Regulation 16(1)(c) of the SEBI Listing Regulations. Further, no subsidiary of the Company fulfils the criteria specified under regulation 24(1) of the SEBI Listing Regulations.

Entities Became Subsidiary During FY 2024-25

$ Jaypee Healthcare Limited

The Company, on October 4, 2024, acquired 63.65% equity stake in JHL and subsequently acquired the remaining 36.35% stake on November 11, 2024, for an aggregate net consideration of H 62,470 Lakh. Consequently, JHL became a wholly-owned subsidiary of the Company effective November 11, 2024.

The acquisition has been accounted for as a business combination, using the acquisition method of accounting, in accordance with Ind AS 103 ‘Business Combinations’. The purchase price has been allocated on a provisional basis to the assets, pending final determination of the fair value of the acquired assets and liabilities at the acquisition date. The financial results of JHL have been consolidated with the Group from the date of acquisition.

During the year ended March 31, 2025, JHL reported a loss before tax of H 2,423 Lakh and a total comprehensive loss of H 2,373 Lakh for the post acquisition period.

Entities Ceased to be Subsidiary during FY 2024-25

8 ET Planners Private Limited

The Board & Shareholders of ET Planners Private Limited (“ET Planners”), in its respective meetings held on September 6, 2024 and September 11, 2024, approved voluntary liquidation of ET Planners under the provisions of the Insolvency and Bankruptcy Code, 2016, wherein the business undertaking of ET Planners was sought to be distributed to its shareholder and immediate holding company i.e., ALPS, then wholly-owned subsidiary of the Company on a going concern basis. Accordingly, the Liquidator on October 18, 2024 has distributed entire business undertaking of ET Planners to its immediate holding company viz. ALPS by way of a Letter of Distribution. An application has been made by the liquidator on February 13, 2025 at Hon’ble NCLT for dissolution of ET Planners.

& ALPS Hospital Limited

The Board of ALPS and MHASL at their respective meetings held on May 16, 2022, approved the Scheme of Amalgamation. Following this, a petition was filed before the Hon’ble NCLT under the provisions of Sections 230 to 232 of the Companies Act, 2013, along with the applicable rules. The Hon’ble NCLT, vide its order dated February 25, 2025, approved the said Scheme of Amalgamation with an appointed date of April 1, 2024. Accordingly, ALPS ceased to exist from March 28, 2025. Post merger, the name of merged entity has been changed to ALPS Hospital Limited with effect from April 30, 2025.

Joint Ventures and Associates

The Company does not have any Joint Venture and/or Associate company.

International presence

The Company continues to operate PAC overseas to better serve international patients travelling to its network hospitals in India for tertiary care and other life-saving procedures.

During the year, these PAC played a pivotal role in driving growth in footfall and revenue from medical value travellers originating from countries such as Kenya, the UAE, Oman, Ethiopia, Myanmar, Iraq, Uzbekistan and others. The new PAC established in Bangladesh towards the end of the previous financial year encountered challenges due to the prevailing political situation in the country. However, with the gradual stabilization of the political and economic

environment, the Company expects Bangladesh office to contribute meaningfully to the growth of medical value travellers seeking treatment at its network hospitals in the coming years.

Board and its Committees

The Company has a strong and diverse Board which has oversight of the Company’s management and governance. The individual members of the Board bring a wide range of skills, knowledge, experience and perspectives. Board-level diversity enhances the effectiveness and efficiency of decision making and enables seamless navigation through complex transactions and strategies. The Board is supported by specialised Board-level committees, which operate within defined terms of reference. This allows the Board to concentrate on critical matters while enabling deep dives into areas like risk management, information technology, environment, social, governance, sustainability, stakeholder management, financials and internal control aspects.

Meetings of the Board

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other business. The schedule of Board/ Committee meetings for the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedules for effective participation in the meetings. Due to business exigencies, the Board has also approved several proposals through resolutions by circulation from time to time.

During FY 2024-25, the Board met 6 (Six) times on May 22, 2024, August 1, 2024, September 13, 2024, November 5, 2024, January 30, 2025 and March 12, 2025. The intervening gap between two consecutive Board meetings was within the period prescribed under the provisions of Section 173 of the Act and Regulation 17 of the SEBI Listing Regulations. The details of the meetings and the attendance of each Director are mentioned in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Committees of the Board

As required under the Act and SEBI Listing Regulations, the Company has constituted various statutory committees. Additionally, the Board has also formed various non-statutory committees to review specific business operations and governance matters. As on March 31, 2025, the Company had the following committees of the Board.

Statutory Committees:

1. Audit Committee

2. Risk Management Committee

3. Nomination and Remuneration Committee

4. Stakeholders Relationship Committee

5. Corporate Social Responsibility Committee

Non-Statutory Committees:

1. ESG and Sustainability Committee

2. Debenture Committee

3. IT Strategy Committee

The Board, at its meeting held on May 20, 2025, constituted a Renewable Energy Investment Committee, a Non-Statutory Committee of the Board. The composition, terms of reference and number of meetings of the Committees are mentioned in the Corporate Governance Report, which forms part of this Integrated Annual Report.

During FY 2024-25, all the recommendations made by Board committees, including the Audit Committee, were accepted by the Board.

Directors and Key Managerial Personnel

Directors

As on March 31, 2025, the Company’s Board comprised 8 (eight) Directors, including 1 (one) Executive Director, 2 (two) NonExecutive Directors and 5 (five) Independent Directors, including 1 (one) Independent Woman Director. The details of the Directors, composition of various committees of the Board and other details are provided in Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointments

ft Dr. Pranav C. Mehta

The Board of the Company, through a resolution passed by circulation dated August 24, 2024, based on the recommendation of Nomination and Remuneration Committee (“NRC”), approved the appointment of Dr. Pranav C. Mehta (DIN: 10738300), as an Additional Director in the category of Independent Director for a term of 5 (five) years, with effect from August 26, 2024 to August 25, 2029 (both days inclusive), subject to the approval of the members of the Company.

Subsequently, the members of the Company, at the 23^rd AGM held on September 20, 2024, approved the same.

Re-Appointments

ft Mr. Mahendra Gumanmalji Lodha

The Board of the Company, at its meeting held on March 19, 2024, based on the recommendation of the NRC and the positive outcome of the performance evaluation and contributions during his first term as an Independent Director, approved the re-appointment of Mr. Mahendra Gumanmalji Lodha (DIN: 00012920), as an Independent Director for a second term of 5 (five) years, effective from June 21, 2024, to June 20, 2029 (both days inclusive).

Subsequently, on May 5, 2024, the members approved the re-appointment of Mr. Mahendra Gumanmalji Lodha via a special resolution passed through postal ballot, details of which have been provided as a part of the Corporate Governance Report.

& Mr. Michael Thomas Neeb

The Board of the Company, at its meeting held on March 19, 2024, based on the recommendation of the NRC and the positive outcome of the performance evaluation and contributions during his first term as an Independent Director, approved the re-appointment of Mr. Michael Thomas Neeb

(DIN: 08522685), as an Independent Director for a second term of 5 (five) years, effective from June 21, 2024 to June 20, 2029 (both days inclusive).

Subsequently, on May 5, 2024, the members approved the re-appointment of Mr. Michael Thomas Neeb via a special resolution passed through postal ballot, details of which have been provided as a part of the Corporate Governance Report.

Cessation

& Mr. K Narasimha Murthy

Mr. K Narasimha Murthy completed his second consecutive term of five years as an Independent Director of the Company on September 25, 2024 and consequently ceased to be an Independent Director of the Company with effect from the end of the day on September 25, 2024.

The Board and Management of the Company expresses their deep appreciation and gratitude for the contributions made by Mr. K Narasimha Murthy during his tenure as an Independent Director of the Company.

Director Liable to Retire by Rotation ft Mr. Anil Kumar Bhatnagar

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Anil Kumar Bhatnagar (DIN: 09716726), Non-Executive Director, is liable to retire by rotation at the 24^th AGM and being eligible, has offered himself for re-appointment.

Based on the performance evaluation and the recommendation of the NRC, the Board recommends his re-appointment as NonExecutive Director of the Company, liable to retire by rotation.

Since, Mr. Bhatnagar, Non-Executive Director, will attain the prescribed age limit of 75 years in August 2025 and will retire by rotation at the 24^th AGM, therefore a Special Resolution under Regulation 17(1A) of the SEBI Listing Regulations has been proposed in the Notice of the 24^th AGM.

In the opinion of the NRC and the Board, the re-appointment of Mr. Anil Kumar Bhatnagar as a Non-Executive Director, liable to retire by rotation, is considered appropriate in view of his seniority, the pivotal role he has played in the Company’s growth and the breadth of his rich and varied experience in practice of law. The continuation of his Directorship beyond the age of 75 year is regarded as being in the best interests of the Company and its members.

ft Lead Independent Director

Mr. Pranav Amin, Independent Director, Chairperson of the NRC and Stakeholders Relationship Committee and a member of the Risk Management Committee, has been designated as Lead Independent Director of the Company with effect from September 26, 2024. The Roles and Responsibility of Lead Independent Director are available on the website of the Company viz., https://www.maxhealthcare. in/investors/corporategovernance/board-of-directors.

In the opinion of the Board, all the Directors, including those appointed during FY 2024-25, possess the requisite qualifications, experience, expertise, proficiency and uphold high standards of integrity.

Brief details, nature of expertise, disclosure of relationships between Directors, inter-se, details of directorships and committee memberships held in other companies by the Directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard - 2 and regulation 36 of the SEBI Listing Regulations, forms part of Notice of the 24^th AGM.

Familiarisation Programme

Pursuant to Regulation 25 of the SEBI Listing Regulations, the Company familiarises its Independent Directors with their roles, rights and responsibilities, as well as with the Company’s business and operations, both upon induction and on a regular basis. Moreover, Directors are frequently updated, inter-alia, on business strategies and performance, management structure and key initiatives of the business at each Board Meeting and the same is elaborated in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act, the following were the Key Managerial Personnel of the Company as on March 31, 2025:

1. Mr. Abhay Soi, Chairman and Managing Director

2. Mr. Yogesh Kumar Sareen, Senior Director and Chief Financial Officer

3. Mr. Dhiraj Aroraa, SVP-Company Secretary and Compliance Officer

During the FY 2024-25, there was no change in the Key Managerial Personnel of the Company.

Declaration by Independent Directors

Independent Directors have submitted their declaration of independence, stating that:

(i) they continue to fulfil the criteria of independence as required pursuant to Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations;

(ii) they have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations with an objective independent judgement and without any

external influence and that they are independent of the Management;

(iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any other such authority; and

(iv) there has been no change in the circumstances affecting their status as Independent Directors of the Company.

All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act. In the Board’s opinion, the Independent Directors are individuals of high repute and integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that:

8 they have complied with the Company’s Code of Conduct; and

8 they have registered their names in the Independent Directors’ databank maintained with the Indian Institute of Corporate Affairs.

Directors’ Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, it confirmed that:

(a) in the preparation of the annual accounts for the period under review, the applicable accounting standards have been followed along with proper explanations relating to material departures therefrom, if any;

(b) the selection and application of accounting policies were assessed for their consistent application and judgements and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended March 31, 2025;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination, Remuneration and Board Diversity Policy in terms of Section 178 of the Act. The Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel (“KMP”) and Senior Management Personnel of the Company. The policy also provides guidance on diversity at Board level. The Board, at its meeting held on May 20, 2025, approved amendments to the Nomination, Remuneration and Board Diversity Policy. The Policy is available on the Company’s website at https://www.maxhealthcare.in/investors/ corporategovernance/policies-and-other-documents.

The Nomination and Remuneration Committee has also developed the criteria for, inter-alia, determining the qualifications, positive attributes and independence of Directors. It takes into consideration the best remuneration practices in the industry while determining appropriate remuneration packages.

The Board members affirm that the remuneration paid to the Directors, KMPs and Senior Management Personnel is in accordance with the Nomination, Remuneration and Board Diversity Policy of the Company.

The salient features of the Nomination, Remuneration and Board Diversity Policy are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Board Evaluation

One of the key functions of the Board is to monitor and review the Board evaluation framework. Pursuant to applicable provisions of the Act and SEBI Listing Regulations, the Board, in consultation with NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board, its Committees, Chairperson and Individual Directors, including Independent Directors. The Board evaluation process for FY 2024-25 was carried out through a digital platform namely “Dess Digital” which inter-alia covered the following criteria.

S. Category No. 1. Board of Directors	Criteria
	Board structure, composition, diversity, experience, competencies, performance of specific duties and obligations, quality of decision making, board practices, regular meetings, healthy discussions, active participation, risk management, open for new ideas and practices, appropriate succession planning and overall effectiveness of Board as a whole.
2. Board Optimum composition, effectiveness Committees of Committee in terms of well-defined charters & powers, regular meetings, healthy discussions, information-flow with the Board in terms of reporting and

S. No.	Category	Criteria
		due consideration of Committees’ decisions, findings after seeking input from the Committee members and recommendations at the Board level, effective and efficient discharge of duties.
3.	Individual Directors	Requisite qualification, skills and experience, understanding of the Company’s business, its market and its goals along with roles and responsibilities, ability to express disagreement & divergent views and independent judgement, open to new ideas and views from other members, confidentiality and adherence to legal obligations and Company’s code of conduct.
4.	Chairman and Managing Director	Leadership development, Board management, developing and delivering the Company’s strategy and business plans, encouragement to effective and open communication and active engagement.
5.	Independent Directors	Besides the criteria mentioned in point no. 3 above, the following are additional criteria: & Independence criteria and conflict of interest; ft Providing external expertise and independent judgement that contributes to Board’s deliberations, strategy and performance.

Evaluation Process

8 Structured questionnaire covering aforementioned aspects was circulated to Directors;

8 Directors submitted their response on questionnaire circulated at a scale of 1 (strongly disagree) to 5 (strongly agree) and evaluated performance of Board, its committees and individual directors, including Chairman of the Board;

t* The independent directors met separately on May 17, 2025, without the presence of non-independent directors and discussed, inter-alia, the performance of non-independent directors, Board as a whole and the performance of the Chairman (Chairman & Managing Director) of the Company. They have also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

& The NRC has also carried out evaluation of each Director’s performance. The performance evaluation of Independent Directors has been carried out by

the entire Board, excluding concerned Director being evaluated.

& The Board discussed and evaluated the performance of the Board as a whole, all the Committees of the Board and each Individual Director including the Chairman & Managing Director. The recommendations arising out of the evaluation process were discussed at the Board meeting.

Outcome of Evaluation

All Directors participated in the annual performance evaluation covering the Board, its Committees and individual members. The evaluation process was structured and outcome-oriented. Following is summary of outcome of evaluation:

ft The Directors expressed satisfaction with the evaluation process and its effectiveness;

& The results reflected high levels of commitment and engagement across the Board and Committees, with strong scores on all evaluation parameters;

ft The process reaffirmed trust in the Company’s governance standards, transparency of management and the quality of information shared with the Board;

& The Board and Committee meetings were well-structured and effectively led. Committees demonstrated strong oversight in governance and controls;

ft The Board appreciated the dedicated strategy session conducted during the year which allowed focused discussions on the Company’s long-term vision and priorities; and

8 The overall outcome of the performance evaluation was

positive. The Board remains committed to continuous improvement and the suggestions for FY 2025-26, inter-alia, included regular updates on government initiatives in the healthcare sector, enhanced engagement on enterprise risk management, formation of a dedicated management committee on Patient Safety and Clinical Excellence with participation from at least 1 (one) Board Member, sustained focus on ESG initiatives and continued emphasis on succession planning.

The results of evaluation were shared with the Board, Nomination and Remuneration Committee, Chairperson of respective Committees.

Action Taken on Previous Evaluation

Actions undertaken pursuant to suggestions from previous year’s Board evaluation for FY 2024-25 reflected management’s commitment to enhancing Board effectiveness. Key initiatives included scheduling a dedicated strategy session with the Board covering long-term planning discussions, review of digital initiatives at IT Strategy Committee meetings to support technology enablement

and as part of ongoing succession planning, appointment of Dr. Pranav C. Mehta, an Independent Director with rich experience in healthcare operations, administration, clinical informatics, patient safety and quality measures.

Further, the management continued to actively engage with the Chairman, Committee Chairpersons and Lead Independent Director to seek inputs on meeting agendas and ensure timely circulation of materials to the Board and its Committees, with an objective to improve Board’s deliberations, strategic discussions and overall Company’s performance.

Particulars of Employees and Related Disclosures

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, the percentage increase in remuneration and the ratio of remuneration of each Director and Key Managerial Personnel to the median of employees’ remuneration is enclosed as Annexure - I to this 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 member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at investors@ maxhealthcare.com.

Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company strongly believes in providing a safe and harassment-free workplace for every individual through various interventions, policies and practices. The Company has a robust policy on the prevention of sexual harassment at the workplace in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The policy aims at preventing harassment of all employees of the Company and visitors at its hospitals, including off-site locations (as defined in the policy) and lays down guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“IC”) as specified under POSH. There is an IC at every work locations/ hospital, which is responsible for the redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy. The details of sexual harassment complaints that were filed, disposed of and pending during the FY 2024-25 are provided in the Business Responsibility and Sustainability Report and the Corporate Governance Report, which forms part of this Integrated Annual Report. The Prevention of Sexual Harassment Policy is available on the Company’s website at https://www. maxhealthcare.in/investors/corporategovernance/policies-and-other-documents.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), the Board has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Company has adopted a CSR Policy in accordance with the provisions of the Act and rules made thereunder. The CSR Policy of the Company outlines its CSR focus areas, guiding principles for CSR activities, identified sectors, reporting mechanisms etc.

The CSR Policy is available on the Company’s website at https://www.maxhealthcare.in/investors/ corporategovernance/policies-and-other-documents.

As per the CSR Policy, the Company continues its endeavours to improve the lives of people and provide opportunities for their holistic development through various initiatives in the areas of Education, Skill Training and Water Recharge and Rejuvenation for achieving water neutrality. The Company believes in leaving no one behind as it moves forward and has been consistent in its efforts to serve the communities in and around its operations and creating access for healthcare.

Further, the Company is undertaking its CSR initiatives directly and through Max Healthcare Foundation, a public company limited by guarantee, registered under section 8 of Companies Act, 2013. The Company is one of the subscribers to the Memorandum of Association of Max Healthcare Foundation.

The Annual Report on CSR activities, in the prescribed format, for FY 2024-25 as required under section 134 and 135 of the Act, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - II to this report.

Transactions with Related Parties

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 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 FY 2024-25, there were no materially significant related party transaction(s) entered into by the Company which might have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, detailed disclosures on related party transactions as per IND AS- 24, containing the names of related parties and details of the transactions entered into with them, have been provided under Note No. 35.10 of Standalone Financial Statements.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a policy on related party transactions, which is available on the Company’s website at https://www.maxhealthcare.in/investors/ corporategovernance/policies-and-other-documents.

Auditors and Auditor’s Report Statutory Auditors

Deloitte Haskins & Sells, Chartered Accountants (“Deloitte”), having Firm Registration No. 015125N, are the statutory auditors of the Company who have been appointed at 19^th AGM of the Company held on September 29, 2020, for a term of five consecutive years commencing from April 1, 2020 till March 31, 2025 until the conclusion of the 24^th AGM of the Company. Deloitte has confirmed that it satisfies the independence criteria required under the Act and the code of ethics issued by the Institute of Chartered Accountants of India.

The Auditor’s Report on the standalone and consolidated financial statements of the Company for FY 2024-25 forms part of this Integrated Annual Report. The auditor’s report is unmodified and does not contain any qualification, reservation or adverse remark.

During FY 2024-25, Deloitte has 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 Company has made downstream investments as per the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and accordingly, the Company has obtained a certificate from Deloitte as required under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

In view of the requirement of rotation of the Statutory Auditors in accordance with the requirements of section 139 of the Act and based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.- 301003E/E300005) (“SRBC”) as the Statutory Auditors of the Company for a term of 5 (five) consecutive financial years commencing from April 01, 2025 till March 31, 2030, from the conclusion of 24^th AGM till the conclusion of the 29^th AGM of the Company. SRBC has submitted a certificate, as required under section 139(1) of the Act confirming that they meet the criteria provided in section 141 of the Act. Their appointment is subject to the approval of the Members of the Company at the ensuing AGM.

A resolution seeking their appointment forms part of the Notice convening the 24^th AGM and is recommended for consideration and approval of the Members of the Company.

Rotation of Statutory Auditors and Audit Partners

The Board has laid down a Policy on Independence of Statutory Auditors/ Provision of Non-audit Services by Statutory Audit Firm and related matters with a view to ensure

independence and objectivity in the audit process, avoid conflict of interest and protect the interests of shareholders at large. The said Policy is available on the website of the Company at https://www.maxhealthcare.in/investors/ corporategovernance/policies-and-other-documents.

The key features of the Policy, inter-alia, are as follows:

& Criteria for Selecting an Audit Firm: This includes statutory and other eligibility requirements, such as the firm’s size, profile, experience and areas of expertise.

8 Permitted Non-Audit Services: Outlines pre-approved non-audit services with a set fee limit.

ft Prohibited Non-Audit Services: Lists the non-audit services that are not allowed.

8 Rotation of Audit Partner: Requires the rotation of audit partners at least every five years and prohibits the reappointment of the audit firm or its network firm after two consecutive five-year terms.

ft Hiring Arrangements: States that the Company or its subsidiaries cannot hire partners, managers, or employees of the statutory audit firm who have been involved in audit of the Company and its subsidiaries in preceding 18 (eighteen) months, without the Managing Partner’s approval. Similarly, statutory auditors are prohibited from hiring employees of the Company or its subsidiaries within 12 (twelve) months of their employment termination, subject to the approval of Chairman of Audit Committee.

Cost Auditor

In terms of Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to make and maintain the cost accounting records and have them audited every year by a qualified Cost Accountant. The Company has made and maintained the cost accounts and records as required.

The Company has appointed M/s. Chandra Wadhwa & Co., Cost Accountants, having Firm Registration No. 000239, as the Cost Auditors of the Company for FY 2024-25. Cost Auditors will submit their report for FY 2024-25 within the timeframe prescribed under the Act.

The Cost Audit report for FY 2023-24 did not contain any qualification, reservation or adverse remark.

Further, upon receipt of certificate confirming their eligibility and willingness for appointment as the Cost Auditor of the Company for FY 2025-26 and based on the recommendation of the Audit Committee, M/s. Chandra Wadhwa & Co., have been appointed as the Cost Auditor of the Company for FY 2025-26 at a remuneration of H 9.95 Lakh (Rupees Nine Lakh and Ninety-Five Thousand only) plus applicable taxes and out-of-pocket expenses. The said remuneration has also been proposed for ratification by the members of the Company at the ensuing AGM.

Further, the Cost Auditor has not reported any fraud committed against the Company by its officers or employees, as required to be reported in terms of section 143(12) of the Act read with rules made thereunder during FY 2023-24.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the SEBI Listing Regulations, the Company had appointed DPV & Associates LLP, Company Secretaries, having Firm Registration No. L2021DE009500, as the Secretarial Auditor for FY 2024-25. The Secretarial Audit Report for FY 2024-25 is enclosed as Annexure - III to this report. During the audit period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

Further, in terms of Regulation 24A (1b) of SEBI Listing Regulations, the Board, based on the recommendations of the Audit Committee, has recommended the appointment of DPV & Associates LLP, Company Secretaries, having Firm Registration No. L2021HR009500, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 01, 2025 till March 31, 2030. The appointment will be subject to shareholder’s approval at the 24^th AGM.

The Company’s unlisted material subsidiaries viz. HBPL and CRL have also undergone Secretarial Audit in terms of Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Reports for FY 2024-25 of HBPL and CRL are annexed herewith as Annexure - IV and Annexure - V, respectively, to this report. The Secretarial Audit Reports of these subsidiaries do not contain any qualification, reservation or adverse remark.

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

Internal Auditor

The Company has established a robust Internal Audit function to ensure effective oversight and risk management across its operations. In addition to an in-house team, the Internal Audit function collaborates with professional firms in specialized areas such as fraud investigation, market intelligence, digital forensics, IT audits, and other domain-specific matters as required.

Audits are conducted in accordance with an annual internal audit plan, which is aligned with the risk profile of the business and approved by the Audit Committee. These audits follow a risk- and control-based methodology and encompass the review of internal controls and governance processes, adherence to management policies, and statutory compliance across all Company locations.

The Internal Auditor reports functionally to the Audit Committee and administratively to the Senior Director -Corporate Affairs. The Internal Auditor is a regular participant

in Audit Committee meetings, where periodic exception reports are presented on financial, safety, information security, compliance, and reporting risks, along with management’s mitigation plans and recommendations.

The Internal Audit function is governed by an Internal Audit Charter, which outlines its scope of work, independence, objectivity, authority, reporting structure, and responsibilities. To further enhance audit effectiveness, the Company periodically engages an independent third-party expert to perform a quality assurance review of the Internal Audit process. The findings of this review are presented to the Audit Committee to support continuous improvement in audit quality and governance.

The Internal Audit Charter is hosted on the Company’s website at https://www.maxhealthcare.in/investors/ corporategovernance/policies-and-other-documents.

Internal Financial Controls

The Company has established a robust and well-integrated internal control system, supported by appropriate IT systems and workflow mechanisms. These controls are continuously reviewed and upgraded based on periodic risk control testing. Comprehensive policies, procedures and guidelines are in place across all business processes. These are regularly reviewed, updated and made accessible to relevant employees via a designated internal web portal.

The internal control framework is designed to ensure the reliability of financial and operational records for the preparation of financial statements, management reporting, performance monitoring and asset accountability. A comprehensive, risk-based programme, including concurrent and internal audits, exception reporting, and IT-enabled transaction controls, continuous management reviews and data dashboards, provides assurance to the Board regarding the effectiveness and adequacy of internal controls.

The internal audit plan is dynamic, aligned with the Company’s strategic objectives and periodically reviewed by the Audit Committee. This includes a review of high-and medium-risk observations identified during audits. The Audit Committee also monitors the implementation status of management action plans arising from these reviews. Additionally, the Internal Audit function is periodically assessed by independent third-party experts to ensure objectivity and continuous improvement.

For the FY 2024-25, the internal control systems were evaluated and found to be effective, with no reportable material weaknesses identified in either design or operation. The Company’s Statutory Auditors also did not report any material weaknesses in internal controls or any misstatements resulting from control deficiencies during the course of their audit.

Risk Management

The Company has instituted a robust and integrated Risk Management Framework designed to systematically identify, analyse, assess, mitigate, monitor and report

risks that may impact the achievement of its strategic and operational objectives. This comprehensive framework spans key dimensions of the business, including operational, legal, treasury, taxation, regulatory, strategic and financial domains. The Risk Management Committee (RMC) plays a central oversight role, undertaking periodic reviews of the Company’s risk registers, risk heat maps and mitigation plans for high and critical risk exposures. These reviews involve in-depth evaluation of the potential implications of such risks on business continuity and profitability, along with the effectiveness of mitigation strategies employed, including risk avoidance, transfer, control or acceptance.

The Company’s approach to risk management is both structured and adaptive, combining formally articulated policies in areas such as finance, legal and regulatory compliance with more dynamic, situational responses in other operational aspects. This hybrid model allows for flexibility while maintaining governance rigour. The Risk Management Framework, including the Risk Management and Risk Appetite Policy, is reviewed periodically to ensure continued relevance amid changing market dynamics, regulatory landscapes and evolving business priorities. This iterative review process ensures that the Company remains well-positioned to proactively address both existing and emerging risks. A detailed disclosure of the Company’s risk management practices and critical risk areas is presented as part of this Integrated Annual Report at (Page No. 37), underscoring the Company’s commitment to transparency and responsible governance.

Whistle Blower Policy / Vigil Mechanism

The Company promotes integrity and ethical behaviour in its business activities and has a Whistle Blower policy in place to provide appropriate avenues to the stakeholders to raise bona-fide concerns relating to unethical and improper practices, irregularities, governance weakness, financial reporting issues or any other wrong conduct. The policy also prohibits the victimisation of whistle blowers.

A whistle blower may raise concerns with the designated official as defined under the Whistle Blower Policy and under exceptional circumstances, with the Audit Committee. Investigations relating to such concerns are carried out by/or under the instructions of the Ethics and Compliance Committee, comprising of members from senior leadership and the Internal Auditor. Any allegations falling within the scope of the concern are investigated and resolved appropriately. Further, during FY 2024-25, no individual was denied access to the Chairman of Audit Committee for reporting concerns, if any.

The Audit Committee periodically reviews the complaints received, if any, actions taken and appropriate closure of the complaint(s). The Whistle Blower Policy is available on the Company’s website viz. https://www.maxhealthcare. in/investors/corporategovernance/policies-and-other-documents.

The policy, inter-alia, provides direct access to the Chairperson of the Audit Committee and has been

appropriately communicated within the Company at all levels. The details regarding the establishment of the vigil mechanism for Directors and employees to report genuine concerns, are provided therein.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - VI to this report.

Annual Return

The Annual Return of the Company in Form MGT-7, as required under Sections 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www. maxhealthcare.in/investors/corporategovernance/general-meetings-and-postal-ballot.

Corporate Governance

The Company has complied with the corporate governance requirements under the Act and SEBI 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 as Annexure - C of the Corporate Governance Report forming part of the Integrated Annual Report.

Business Responsibility and Sustainability Report

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

Management Discussion and Analysis Report

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

Secretarial Standards

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

General

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

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

& 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;

& There was no amount proposed to be transferred to general reserves;

8 In terms of the provisions of Section 73 of the Act read with the relevant rules made thereunder, the Company had no opening or closing balances and has not accepted any deposits during the financial year under review, and as such, no amount of principal or interest was outstanding as on March 31, 2025;

8 There are no significant or material orders passed by the regulators, courts or tribunals which impact the going concern status or the Company’s operations in the future;

8 The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees ;

& There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 against MHIL;

8 There was no instance of one-time settlement with any bank or financial institution by the Company;

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

ft There was no change in the nature of the business;

8 There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report;

& The Chairman and Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries during FY 2024-25. During FY 2024-25, no other Whole-Time Director was appointed or held office in the Company; and

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

Acknowledgement

The Board wishes to express its sincere appreciation for the assistance and co-operation received from banks, government and regulatory authorities, stock exchanges, customers, vendors and members during FY 2024-25. The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees of the Company and looks forward to their continued support and participation in sustaining the growth of the Company in the coming years.

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Mar 31, 2024

Your directors have immense pleasure in presenting Board''s report on the business and operations of Max Healthcare Institute Limited (“Company" or “MHIL") along with the audited financial statements for the financial year ended March 31, 2024.

Integrated Reporting

The Company has voluntarily shifted its corporate reporting journey to Integrated Report as per International Integrated Reporting Council (‘IIRC'') Framework, in line with the SEBI circular dated February 6, 2017. The Integrated Annual Report encompasses both financial and non-financial information to enable the members to develop a better understanding of Company''s Long-Term approach. The Integrated Report touches upon aspects such as organisation''s strategy, governance framework, performance and prospects of value creation based on the six forms of capitals viz. manufactured capital, human capital, intellectual capital, social & relationship capital, financial capital and natural capital.

The Company has appointed BDO India LLP to provide assurance. The assurance statement is annexed to this Integrated Annual Report and consist of the following:

‘Reasonable'' Assurance for Core Indicators of Business Responsibility & Sustainability Report (BRSR); and ‘Limited'' Assurance for select non-financial sustainability information.

Overview of Financial Performance and State of Company''s Affairs Financial Highlights

The standalone and consolidated financial highlights of the Company''s operations are summarized below:

H in Lakhs

Particulars	Standalone Financial Year ended		Consolidated Financial Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from operations	2,34,136	1,90,466	5,40,602	4,56,260
Add: Other Income	27,122	14,417	17,807	13,924
Total Income	2,61,258	2,04,883	5,58,409	4,70,184
Less: Total expenditure	1,57,932	1,32,057	3,91,390	3,32,207
Profit before interest, depreciation & tax	1,03,326	72,826	1,67,019	1,37,977
Less: Finance cost	5,166	5,191	5,989	8,386
Profit before depreciation and tax	98,160	67,635	1,61,030	1,29,591
Less: Depreciation/impairment and amortization	11,664	11,321	24,498	23,219
Profit before tax	86,496	56,314	1,36,532	1,06,372
Less: Tax expenses*	17,770	(13,117)	30,768	(3,979)
Profit for the year	68,726	69,431	1,05,764	1,10,351
Add: Total other comprehensive income for the year, net of taxes	(203)	70	(645)	(48)
Total comprehensive income for the year	68,523	69,501	1,05,119	1,10,303
Earnings per equity share
Basic (H)	7.07	7.16	10.89	11.38
Diluted (H)	7.05	7.15	10.84	11.36

*In financial year 2022-23, tax expenses include gain due to one-time reversal of deferred tax liability of 224,422 Lakhs pursuant to voluntary liquidation of a wholly-owned subsidiary.

The standalone, as well as consolidated financial statements, have been prepared in accordance with applicable Indian Accounting Standards (“Ind AS").

Annual Performance

Details of your Company''s annual financial performance is also published on the Company''s website and can be accessed at https:// www.maxhealthcare.in/financials#earnings-call.

Performance Highlights (Standalone)

The Company''s revenue from operations improved to H2,34,136 Lakhs in the financial year (“FY") 2023-24 compared to H1,90,466 Lakhs in FY 2022-23. Revenue from operations comprises of H2,13,653 Lakhs of revenue from healthcare services and H5,852 Lakhs revenue from sale of pharmaceutical supplies.

Also, the Company commissioned 30 more beds at Max Shalimar Bagh in June 2023 in addition to 90 beds commissioned in March 2023 which contributed positively to profit before interest, tax, depreciation and amortisation (“PBITDA").

During FY 2023-24, the material costs stood at 18.4% of the revenue from operations similar to FY 2022-23.

Other costs to revenue from operations (including employees, doctors, hospital services, sales and marketing, power and fuel etc.) ratio stood at 49% as compared to 51% in FY 2022-23.

PBITDA stood at H1,03,326 Lakhs (44.1%) during FY 2023-24 and reflects a marked improvement compared to H72,826 Lakhs (38.2%) in FY 2022-23.

Net Profit before tax for FY 2023-24 stood at H86,496 Lakhs and the Net Profit after tax was H68,726 Lakhs. This represents a growth of ~53% in Net profit after tax against FY 2022-23 on a like to like basis after excluding impact of one-time reversal of deferred tax liability (net) of H24,422 Lakhs pursuant to voluntary liquidation of a wholly-owned subsidiary in August 2022.

State of Company’s Affairs

The Company continued to scale new heights and has also been successful in laying a sound foundation for all round growth in future. Our Network presently consists of 20 (Twenty) Healthcare Facilities, including 9 (Nine) Hospitals and 4 (Four) Medical Centers in Delhi and NCR region, with remaining 7 (Seven) located at Mumbai and Nagpur in Maharashtra, Mohali and Bathinda in Punjab, Dehradun in Uttarakhand and Lucknow in Uttar Pradesh. In addition to its core hospital business, the Network also has two strategic business units (“SBUs") - Max@ Home and Max Lab. Max@Home is a platform that provides health and wellness services at home and Max Lab offers diagnostic services to patients outside its network hospitals.

Furthermore, there are 3 (three) new upcoming Network facilities - one each in East Delhi (Patparganj) and Sector 56, Gurugram, Haryana and another at Saket Hospital Complex (Vikrant).

The Company has expanded its network of offices overseas and now has direct presence in 9 (Nine) countries namely: Kenya (Nairobi), Nigeria (Lagos), United Arab Emirates (Dubai), Oman (Muscat), Myanmar (Yangon), Ethiopia (Addis Ababa), Uzbekistan (Tashkent), Nepal (Kathmandu) and Bangladesh (Dhaka). This is in addition to indirect presence in 6 (six) countries through 9 (nine) partner offices. Nairobi office continued its focus on promoting tertiary care highly complex procedures of Bone Marrow Transplants, Liver Transplants and Paediatric Cardiac Surgeries and Oncology treatments. Dubai office has completed more than two years and has been able to make a mark for itself in UAE. The international offices are focused in working with local insurance companies, institutional payors such as local governments, hospitals and individual clinicians in referring patients to Max Hospitals. Further, the Company is maintaining focus on organ transplants and other high end surgical procedures across all its Network Hospitals. The Company provides medical and operation & management services across secondary and tertiary care specialities, with a focus on Oncology, Neurosciences, Cardiac Sciences, Orthopaedics,

Renal Sciences, and Liver and Biliary Sciences. During FY 2023-24, the Company expanded robotic surgical programs at its various Network Hospitals and successfully conducted ~ 3500 robotic surgeries during FY 2023-24.

The Company''s revenue includes earnings from pathology, radiology, radiation oncology and clinical services, under fee for service and/ or revenue-sharing arrangements in select specialties or departments with third parties including Partner Healthcare facilities.

The Company has also taken various measures to capture and improve patient satisfaction, quality of care and medical outcomes in line with its objective of becoming most well-regarded healthcare provider in India. The Company also procured high-end equipment including Digital PET CT, Robotic instruments for orthopedics, spine & general surgery, MRI, CT etc. in its Network Hospitals during FY 2023-24 to further elevate the level of technology in its hospitals to diagnose & treat patients and to ensure best-in-class outcomes. All facilities owned and operated by the Company follow globally accepted medical protocols and are accredited by National Accreditation Board for Hospitals (NABH) and 4 (Four) of them are accredited by Joint Commission International (JCI). The Company is focused on delivering the best medical care at affordable costs. The Company is investing in people, processes and technology to ensure sustainability of its operations, while ensuring safety of its people and communities, protecting the environment from any adverse impact of its operations and conduct business ethically.

The Company''s business activity primarily falls within a single reportable business segment namely ‘Medical and Healthcare Services'' as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/ medical centres and tertiary care facilities. Further, the Company operates only in one geographical segment - India.

A detailed discussion on the operations of the Company (on consolidated basis) for the FY 2023-24, is given in the Management Discussion and Analysis Report which forms part of the Integrated Annual Report.

Dividend

Based on Company''s improved performance and strong cash flows and in line with Dividend Distribution Policy of the Company, the board of directors (“Board") has recommended a final dividend of H1.50 i.e., 15% of face value (last year H1/- per equity share of H10/- each) per equity share of the face value of H10/- each for the FY 2023-24. Dividend is subject to approval of members at the forthcoming 23^rd annual general meeting (“AGM") of the Company. The record date for the purpose of payment of final dividend for FY 2023-24, has been fixed for Friday, August 23, 2024.

The dividend if approved by the members in the forthcoming 23^rd AGM will be paid/ dispatched within 30 days from the conclusion of the forthcoming 23^rd AGM to the members whose names appear in the register of members/ beneficial owners, as on the record date. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the members.

Accordingly, dividend shall be paid after deduction of tax at source, as applicable.

The Board in its meeting held on August 7, 2023, amended Dividend Distribution Policy to update it in line with the leading industry practices and to provide more clarity on Company''s dividend philosophy. As per the amended policy, the Board may declare dividend upto a payout ratio of 40% of profits after tax of the Company, as a guiding principle subject to other provisions contained in the Policy. The Board shall consider financial parameters and other factors while declaring or recommending dividend payable to the members.

The Company has adhered with the guidelines specified under Dividend Distribution Policy formulated in terms of the provisions of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations") and the same is available on the Company''s website and can be accessed at https://d35oenvzp35321.cloudfront.net/Dividend Distribution Policy 2078b0af00.pdf.

Unclaimed Dividend

Pursuant to the applicable provisions of the Companies Act, 2013 (“Act"), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the company to Investor Education and Protection Fund (“IEPF") established by the Government of India, after completion of 7 (Seven) years.

The Company had declared its maiden dividend for FY 2022-23 on September 27, 2023. Since, 7 (Seven) years has not elapsed from the date of transfer of dividend amount to unpaid dividend account, transfer of unpaid dividend to IEPF is not applicable to the Company.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Act and SEBI Listing Regulations, the Company extends financial assistance to its subsidiaries, silos, and partner healthcare facilities in the form of investment, loan, security deposits, guarantee etc., from time to time in order to meet their business requirements. Further, the Company or any of its subsidiary has not extended any financial assistance to promoter or promoter group entities which has been written off during last 3 years.

Particulars of loans, guarantees and investments etc., as required under section 186 of the Act and schedule V of the SEBI Listing Regulations, are provided in Note 31.20 of audited standalone financial statements of the Company for the FY 2023-24, which forms part the of the Integrated Annual Report.

Significant Events Acquisitions

Alexis Multi-Speciality Hospital Private Limited

The Company, on February 9, 2024, had entered into share purchase agreement (“SPA") for acquisition of 100% equity stake in Alexis Multi-Speciality Hospital Private Limited (“Alexis"). Alexis operates JCI & NABH accredited hospital namely ‘Max

Super Speciality Hospital, Nagpur'' located in the affluent area of Mankapur (North of Nagpur) and is only JCI accredited facility in Nagpur. The hospital is situated on 2 acres of land and has G 6 storeys consisting of ~200 census beds.

Subsequently, the Company on February 20, 2024 completed the acquisition of 100% equity stake of Alexis and consequently, Alexis became a wholly-owned subsidiary of the Company. This acquisition strengthens Max Healthcare''s footprint in Western India and enable provisioning of best in class clinical care to all patients in the region.

Starlit Medical Centre Private Limited

Crosslay Remedies Limited (“CRL"), a wholly-owned subsidiary of the Company, had entered into a SPA on December 8, 2023 for acquisition of 100% equity stake in Starlit Medical Centre Private Limited (“Starlit"). Starlit had earlier entered into a business transfer agreement (“BTA") with Sahara India Medical Institute Limited (“SIMIL") for purchase of healthcare undertaking consisting of 550 bedded Sahara Hospital, Lucknow, Uttar Pradesh with its operations, assets and liabilities including ~27 acres of land and building thereon, on a slump sale basis. Aforesaid BTA was subject to satisfaction of certain conditions precedent (“CPs").

CRL completed the acquisition of 100% equity stake of Starlit on March 4, 2024. Consequently, Starlit became a wholly-owned subsidiary of CRL and step down wholly-owned subsidiary of the Company. Post satisfaction of CPs by SIMIL on March 7, 2024, healthcare undertaking of SIMIL was transferred to Starlit as envisaged under BTA. Currently, Starlit operates Max Super Speciality Hospital, Lucknow (earlier known as Sahara Hospital, Lucknow). This acquisition enables the Company to establish its footprint in fast growing healthcare services micro market in the State of Uttar Pradesh.

Land Acquisition - Lucknow

In order to further expand the Company''s footprint in Lucknow, Uttar Pradesh, the Board in its meeting held on February 24, 2024, had approved the acquisition of land parcel allotted through e-auction admeasuring ~21,946 Sq. meter, on freehold basis, located at prime location in Lucknow, Uttar Pradesh (“Land Parcel"), upon successful bid by the Company. The aforesaid Land Parcel has potential to develop ~ 500 bedded hospital with a built-up area of ~ 8 Lakhs Sq. feet.

Subsequent to execution and registration of sale deed between the Company and Uttar Pradesh Housing and Development Board, the Company received possession of the said Land Parcel on March 30, 2024.

Increase in equity stake in Eqova Healthcare Private Limited

At the beginning of the FY 2023-24, the Company held 26% equity stake in Eqova Healthcare Private Limited (“Eqova") with right to appoint majority of directors on the Board of Eqova. The Company had entered into an escrow arrangement for acquisition of additional 34% stake by way of a put & call option linked to achievement of certain milestones. In April 2023, put option was exercised by a shareholder of Eqova and consequently, additional 34% stake was acquired on April 13, 2023 on remittance of funds held in escrow towards consideration for the put option exercised

by such shareholder. The Company currently holds 60% of the paid-up equity share capital of Eqova and has exercised its right to appoint majority of directors on the Board of Eqova. The shareholders agreed to have a call and put option mechanism under a SPA for balance 40% equity stake of Eqova.

Alteration in Articles of Association

In compliance with the requirements of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“SEBI NCS Regulations"), the Board of the Company at its meeting held on August 7, 2023 approved the proposal to alter the articles of association of the Company, subject to approval of members of the Company, to incorporate new ‘Article 92A'' to empower debenture trustees, to nominate appointment of a director, on the Board of the Company, in case of events of default as prescribed in regulation 15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993. Subsequently, members of the Company at the 22^nd AGM held on September 27, 2023, approved the alteration in articles of association. The altered articles of association of the Company have been approved by Registrar of Companies.

Merger of two wholly-owned Subsidiaries

Alps Hospital Limited (“Alps" or “Transferor") and Max Hospitals and Allied Services Limited (“MHASL" or “Transferee"), are wholly-owned subsidiaries of the Company. On May 16, 2022, Board of Alps and MHASL approved the scheme of amalgamation (“Scheme") under the provisions of section 230 to 232 of the Act and relevant rules made thereunder, for the merger of Alps with MHASL with the rationale of further leveraging & utilizing the strengths of both the entities, accelerating the realization of identified synergies, bringing in integrated and coordinated business approach, and improving organizational capability.

On June 16, 2023, Hon''ble National Company Law Tribunal (“NCLT"), Mumbai Bench, passed an order and directed the Transferor and Transferee companies to serve notices to statutory authorities viz. Regional Director, Registrar of Companies, Income Tax authorities, GST authorities and Official liquidator. In compliance with the said NCLT order, the Transferor and Transferee have duly served notices to statutory authorities and filed an affidavit of service with the NCLT. Upon receiving the notices served, the Regional Director and Official Liquidator have duly submitted their reports to NCLT, which has subsequently taken on record by NCLT. Further, the Board of Alps and MHASL at their respective meetings held on July 30, 2024 approved change in appointed date of the Scheme from April 1, 2021 to April 1, 2024.

The petition for sanction of Scheme is pending before the Hon''ble NCLT as on date of this report.

Establishment of Max Super Speciality Hospital, Dwarka (Post FY 2023-24)

The Company had executed a service agreement with Muthoot Hospitals Private Limited (“Muthoot") in January 2022 for operations and management of a 303 beds hospital under construction, in order to further strengthen the Company''s presence in Delhi NCR. The hospital was handed over to the Company on June 26, 2024 by Muthoot and is equipped with cutting-edge technology, including advanced imaging

and surgical robots. The hospital commenced its full-fledged operations w.e.f July 2, 2024.

Expansion of bed capacity at Max Super Speciality Hospital, Mohali (Post FY 2023-24)

The Board in its meeting held on May 22, 2024 has accorded its approval for expanding capacity of Max Super Speciality Hospital - Mohali, Punjab (“Max Mohali") by adding ~155 beds to the existing bed capacity of 220 beds. Max Mohali is run and operated under a public-private-partnership arrangement with Government of Punjab, under the aegis of Hometrail Buildtech Private Limited, a wholly-owned subsidiary of the Company and has been experiencing severe shortage of beds to cater to the needs of the patients in the region.

Dissolution of Saket City Hospitals Limited under the scheme of Voluntary Liquidation (Post FY 2023-24)

The Board of Saket City Hospitals Limited (“SCHL") in its meeting held on June 16, 2022, and shareholders in their meeting held on June 20, 2022, had approved voluntary liquidation of SCHL under the provisions of Insolvency and Bankruptcy Code, 2016, wherein the business undertaking of SCHL was sought to be distributed to its shareholder i.e., MHIL, on a going concern basis.

Thereafter, Liquidator of SCHL, had distributed the entire business undertaking of SCHL to the Company on a going concern basis with effect from close of business hours on August 31, 2022 and issued a Letter of Distribution dated August 31, 2022 in this regard. Accordingly, the business operations of SCHL were consolidated with the Company with effect from close of business hours on August 31, 2022.

Post voluntary liquidation and distribution of business undertaking on an ongoing basis, the petition for dissolution was filed with Hon''ble NCLT on March 22, 2023 and NCLT vide its order dated April 24, 2024, approved the dissolution of SCHL. Basis NCLT order, SCHL filed INC-28 with the Registrar of Companies (“ROC"). Accordingly, the status of SCHL in ROC records changed to “Dissolved under section 59(8)" with immediate effect

Share Capital Authorised Capital

During FY 2023-24, there was no change in the authorised share capital of the Company. As on March 31, 2024, authorised share capital of the Company stood at H1,385,00,00,000/- divided into 126,00,00,000 ordinary equity shares having a nominal value of H10 each and 12,50,00,000 cumulative preference shares having a nominal value of H10 each.

Issued, Subscribed and Paid-up Capital

During FY 2023-24, 9,89,583 equity shares were allotted to 19 eligible employees upon exercise of options granted to them under Max Healthcare Institute Limited - Employee Stock Option Plan 2020.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company as on

March 31, 2024 was H971,91,24,080/- comprising of 97,19,12,408 equity shares of face value of H10/- each fully paid-up.

Employees Stock Option Schemes

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company''s objectives, and promote increased participation by them in the growth of the Company. The Company has two active Employee Stock Option Schemes viz. Employee Stock Option Scheme 2020 (“ESOP Scheme - 2020") and Employee Stock Option Scheme 2022 (“ESOP Scheme - 2022").

ESOP Scheme - 2020

Pursuant to the approval accorded by the Board and members of the Company on September 1, 2020 and September 29, 2020 respectively, ESOP Scheme - 2020 was introduced to issue and allot equity shares to the eligible employees. Subsequently, the Company received in-principle from stock exchanges i.e. National Stock Exchange of India Limited (“NSE") and BSE Limited (“BSE") on January 28, 2021 and January 15, 2021, respectively for listing of equity shares under ESOP Scheme - 2020.

The total number of stock options that can be granted pursuant to ESOP Scheme - 2020 is 66,45,150 options. Each stock option represents right to apply for one equity share of the Company having face value of H10. The Company had received approvals from time to time from stock exchanges i.e. NSE and BSE under SEBI Listing Regulations for the listing of the equity shares allotted pursuant to ESOP Scheme - 2020.

As on March 31, 2024, 59,67,402 equity shares have been allotted to eligible grantees on exercise of the options granted to them pursuant to ESOP Scheme - 2020. Further, 13,554 equity shares have been allotted after the close of FY 2023-24 till the date of this report to eligible grantees on exercise of the options.

ESOP Scheme - 2022

Pursuant to approval accorded by the Board and members of the Company on August 31, 2022 and September 26, 2022 respectively, ESOP Scheme - 2022 was introduced to issue and allot equity shares to the eligible employees. Subsequently, the Company received in-principle from stock exchanges i.e. NSE and BSE on October 11, 2022 for listing of equity shares under ESOP Scheme - 2022.

The total number of stock options that can be granted pursuant to ESOP Scheme - 2022 is 1,06,65,978 stock options. Each stock option represents right to apply for one equity share of the Company having face value of H10/-.

As on March 31, 2024, no options have been vested under ESOP Scheme - 2022 and consequently, no allotment of shares was done under the ESOP Scheme - 2022.

ESOP Scheme - 2020 and ESOP Scheme - 2022 are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations 2021"), as amended from time to time and related resolutions passed by the members of the Company on September 29, 2020 and September 26, 2022, respectively. During FY 202324, no changes have been made in ESOP Scheme - 2020 and ESOP Scheme - 2022.

The Company has obtained certificate(s) from Secretarial Auditors confirming that ESOP Scheme - 2020 and ESOP Scheme - 2022 have been implemented in accordance with the SEBI SBEB Regulations 2021 and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members of the Company at the registered office and through electronic mode during business hours of the Company.

A statement containing relevant disclosures for ESOP Scheme - 2020 and ESOP Scheme - 2022 pursuant to rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and regulation 14 of the SEBI SBEB Regulations, 2021 is available on the website of the Company at https://www.maxhealthcare. in/investors/corporategovernance/general-meetings-and-postal-ballot.

Subsidiaries, Joint Ventures and Associates Subsidiaries

As at March 31, 2024, the Company has 11 (Eleven) subsidiaries including 2 (Two) step down subsidiaries. Of these, 1 (one) subsidiary and 1 (one) stepdown subsidiary was added during FY 2023-24 consequent to acquisition of hospitals in Nagpur and Lucknow. The Board regularly reviews the affairs of the subsidiaries.

In accordance with section 129(3) of the Act, the Company has prepared the consolidated financial statements, which form part of the Integrated Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed format AOC-1 forms part of the Integrated Annual Report and therefore, is not repeated in this report to avoid duplication. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 36.16 of the audited consolidated financial statements which forms part of the Integrated Annual Report.

In accordance with section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiaries, are available on Company''s website at https://www.maxhealthcare.in/financials#subsidiary-financial-statements and are available for inspection at the Company''s registered office or through electronic mode. Further, the same will also be available electronically for inspection by the members during the AGM and physical copies of the same will also be made available to the members upon request.

In terms of the SEBI Listing Regulations, the Company has a policy in place for determining “material subsidiary". The said policy is available on the website of the Company viz. https:// d35oenvzp35321.cloudfront.net/Policv for Determining Material Subsidiary 32126d2d04.pdf. In terms of regulation 16(1)(c) of the SEBI Listing Regulations, ‘Material Subsidiary'' shall mean a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated income or net worth, respectively, of

the company and its subsidiaries in the immediately preceding accounting year.

Further, in terms of regulation 24(1) of the SEBI Listing Regulations, at least one independent director on the Board of the company shall be a director on the Board of an unlisted material subsidiary,

i.e., a subsidiary, whose income or net worth exceeds 20% (twenty percent) of the consolidated income or net worth respectively, of the company and its subsidiaries in the immediately preceding accounting year.

Hometrail Buildtech Private Limited and Crosslay Remedies Limited, wholly-owned subsidiaries, have been identified as material subsidiaries of the Company for FY 2023-24 in terms of regulation 16(1)(c) of the SEBI Listing Regulations. Further, no subsidiary of the Company fulfills the criteria prescribed under regulation 24(1) of the SEBI Listing Regulations.

Brief description about the subsidiaries of the Company as on March 31, 2024 is given below:

$ Hometrail Buildtech Private Limited

Hometrail Buildtech Private Limited (“HBPL") was incorporated on April 21, 2008, and has its registered office at N-110, Panchsheel Park, New Delhi - 110 017. HBPL is a wholly-owned subsidiary of the Company.

Pursuant to the concession agreement(s) executed with Government of Punjab, HBPL is currently running and operating two hospitals viz. Max Super Speciality Hospital, Bathinda (“Max Bathinda") and Max Super Speciality Hospital, Mohali (“Max Mohali") under public private partnership and provides high end medical care to the residents of Tricity of Chandigarh, Mohali, Panchkula and in the industrial town of Bathinda, Punjab. Both hospitals also provide cancer care facilities to the community and contribute a share of their revenues to Government of Punjab under the concession agreement.

Max Bathinda is a 200 bedded hospital offering key specialties such as Cardiac Sciences, Critical Care, Oncology, Nephrology, Pulmonology, Urology, General Surgery, Gastroenterology, Ophthalmology and Orthopaedics. It is equipped with Catheterisation Laboratory, Operating Theatres, Oncology equipment like LINAC for radiotherapy, MRI and CT scan machines.

Max Mohali is a 220 bedded hospital offering key specialties such as Cardiac sciences, Critical Care, Oncology, Kidney Transplants, Nephrology, Pulmonology, Urology, General Surgery, Gastroenterology and Orthopaedics. It is equipped with Catheterisation Laboratory, Operating Theatres with High Efficiency Particulate Air, Electronic Health Record, Oncology equipment like Linear accelerator for radiotherapy, 3 Tesla MRI, CT scan machines and PET CT Scanner. The Board of HBPL had earlier on January 14, 2022 approved an expansion plan by way of construction of a new tower for ramping up the bed strength of Mohali Hospital from 220 to ~375 beds pursuant to allotment of additional land by Government of Punjab.

During the year ended March 31, 2024, HBPL made a profit after tax (PAT) of H11,103 Lakhs and a total comprehensive income of H11,081 Lakhs.

8 Crosslay Remedies Limited

Crosslay Remedies Limited (“CRL") was incorporated on January 8, 2002, and has its registered office at N - 110, Panchsheel Park, New Delhi - 110 017. CRL is a wholly-owned subsidiary of the Company. CRL owns and currently operates Max Super Speciality Hospital, Vaishali (“Max Vaishali") and Max Multi Speciality Centre, Noida.

CRL provides care in all medical facilities under one umbrella including Oncology, Neurology, Orthopaedics and Joint Replacement, General Surgery, Pediatric, OBS and Gynaecology, Cardiology & Cardiothoracic Surgery, Emergency & Critical Care, Gastroenterology etc.

CRL acquired 100% equity stake of Starlit on March 4, 2024. Consequently, Starlit became a wholly-owned subsidiary of CRL and step down wholly-owned subsidiary of the Company.

During the year ended March 31, 2024, CRL made a profit after tax (PAT) of H20,644 Lakhs and a total comprehensive income of H20,616 Lakhs.

ft Alps Hospital Limited

Alps Hospital Limited, was incorporated on May 26, 1989, and has its registered office at 401, 4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai - 400 056. Alps is a wholly-owned subsidiary of the Company.

Alps focuses on establishing, maintaining and running a 104 bedded hospital in Gurugram, Haryana (“Max Gurugram"). It is a community hospital offering high end care in Maternity and Family Welfare Centres, General Surgery, ENT, Internal Medicine, Neuro-Sciences, Orthopedics, Medical Oncology, in addition to diagnostic and emergency care.

During the year ended March 31, 2024, Alps made a profit after tax (PAT) of H6,369 Lakhs and a total comprehensive income of H6,348 Lakhs.

ft Max Hospitals and Allied Services Limited

Max Hospitals and Allied Services Limited was incorporated on May 21, 2014 and has its registered office at 401, 4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai - 400 056. MHASL is a wholly-owned subsidiary of the Company.

MHASL is engaged in the business of setting up, maintaining and operating hospitals, nursing institutes and homes, clinics and medical centres, offering medical facilities and speciality medical units in existing hospitals, nursing homes and medical centres and operate or manage them and also to provide education in the medical and pharmaceutical fields.

MHASL is having a long-term operations and management agreement dated July 16, 2014, with Dr. Balabhai Nanavati Hospital (a society registered under the Societies Registration Act, 1860 and a public charitable trust registered under the Maharashtra Public Trusts Act, 1950) for operating and managing a 328 bedded super speciality hospital i.e. Nanavati Max Super Speciality Hospital, situated at Vile Parle (West), Mumbai, Maharashtra. The agreement is valid for a period of 29 years and MHASL is entitled to fair value of the hospital at the end of tenure in case it is not able to match the bids by other player under the Right of First refusal.

During the year ended March 31, 2024, MHASL made a profit after tax (PAT)/ total comprehensive income of H1,153 Lakhs.

& Max Lab Limited

Max Lab Limited (“Max Lab") was incorporated on June 2, 2021, and has its registered office at N - 110, Panchsheel Park, New Delhi - 110 017. Max Lab is a wholly-owned subsidiary of the Company. Max Lab was incorporated, inter-alia, to provide range of diagnostic services including pathology lab services to retail and non-captive customers and manage Pathology Laboratories of third-party hospitals. As at March 31, 2024, Max Lab has 1100 active clients including 24 at owned collection centres, 525 from partner run collection centres, ~167 Phlebotomist at Site (PAS), 270 Pick-up Points (PUP) supported by 47 third party Hospital Lab Management (HLM). Footprints of Max Lab has been expanded to 41 cities with strong team of 700 seasoned professionals and trained lab technicians and phlebotomologists.

On May 21, 2024, Max Lab offered equity shares on right issue basis and following which MHIL has made additional investment of H20 Crore in Max Lab by subscribing to 2 Crore equity shares of H10 each.

During the year ended March 31, 2024, Max Lab made a profit after tax (PAT) of H35 Lakhs and a total comprehensive income of H25 Lakhs.

8 ET Planners Private Limited

ET Planners Private Limited (“ET Planners") was incorporated on September 26, 2017, and has its registered office at N-110, Panchsheel Park, New Delhi - 110 017. It is a step down wholly-owned subsidiary of the Company.

On November 20, 2023, ET Planners offered equity shares on right issue basis and following which Alps has made additional investment of ~ H10 Crore in ET Planners by subscribing to 1,662 equity shares of face value of H10 each at a price of H60,150 per equity share. As of now, Alps owns 100% equity shares (i.e., 11,662 equity shares of face value of H10 each) of ET Planners.

During the year ended March 31, 2024, ET Planners reported a loss after tax/total comprehensive loss of H622 Lakhs.

ft Eqova Healthcare Private Limited

Eqova Healthcare Private Limited (“Eqova") was incorporated on February 24, 2021, and having its registered office at N-110, Panchsheel Park New Delhi - 110 017. Eqova is subsidiary of the Company.

Eqova has an exclusive long-term medical services agreement with Nirogi Charitable and Medical Research Trust (“Nirogi Society") - a society registered under the Societies Registration Act, 1860 under which Eqova has rights to aid development and provide medical services to a ~400 bedded hospital to be built on a parcel of 2.1 acres of land located at Patparganj, New Delhi & is owned by Nirogi Society. Under phase-1, 250 beds will be commissioned in FY 2026-27 and this hospital will have high end medical programs such as Oncology, Organ Transplant and other multi-disciplinary care in the area of Cardiac Sciences, Neurosciences, Renal Sciences, etc. This hospital, once fully operational, shall directly employ ~1,800 people and provide free treatment to ~60,000 patients belonging to the economically weaker section annually in its in-patient and outpatient departments.

During the year ended March 31, 2024, Eqova, made a loss after tax/ total comprehensive loss of H334 Lakhs.

& Max Healthcare FZ - LLC, Dubai

Max Healthcare FZ - LLC (“Max Dubai") was incorporated in Dubai, United Arab Emirates (“UAE") on July 12, 2021 as a wholly-owned subsidiary, in order to provide business support and marketing services to its business partners and associates located in the Gulf Co-operation Council region, West Asia, Commonwealth of Independent States, a part of Africa and Eastern Europe. As on the date of this Board''s Report, the Company has invested in aggregate 27,50,000 UAE Dirham (“AED") in Max Dubai towards capital contribution.

The subsidiary is engaged mainly in intermediary services and helps the network hospitals source international patients through various healthcare facilitators located outside of India.

During the year ended March 31, 2024, Max Dubai made a loss after tax/ total comprehensive loss of AED 16.63 Lakhs.

# MHC Global Healthcare (Nigeria) Limited

MHC Global Healthcare (Nigeria) Limited (“MGHL") was incorporated on May 20, 2019 under the Companies and Allied Matters Act, 1990 of Nigeria, as a wholly-owned subsidiary of the Company and having its registered office at Kresta Laurel Complex, 4^th Floor, 376, Ikorodu Road, Maryland, Ikeja, Lagos, Nigeria.

MGHL was incorporated in line with Company''s international strategy to serve an increasing number of patients from abroad through which we aim to provide consultation services to patients and assess whether the patient needs to be brought to India for surgery or operations.

MGHL was incorporated with authorised share capital of 100 Million Naira consisting of 100,00,000 ordinary shares of 10 Naira each. MHIL has made an investment for an amount upto H1.93 Crore in MGHL, by way of subscription towards fresh issue of 1,00,00,000 equity shares of MGHL.

During the year ended March 31, 2024, MGHL, made a loss after tax/ total comprehensive loss of Naira 127.53 Lakhs.

Entities became Subsidiary during FY 2023-24 8 Alexis Multi-Speciality Hospital Private Limited

On February 9, 2024, MHIL executed share purchase agreement for acquisition of 100% equity stake in Alexis MultiSpeciality Hospital Private Limited (“Alexis"). Alexis is a 200 bedded JCI accredited Multi-Speciality Hospital in Nagpur.

While MHIL acquired 99.90% equity stake in Alexis on February 9, 2024, the balance 0.10% equity stake was acquired on February 20, 2024 for a cash consideration of H37,175 lakhs. This acquisition shall further strengthen Max Healthcare''s footprint in Western India and will enable provisioning of best in class clinical care to all patients in the region.

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Ind AS 103 ‘Business Combinations''. The purchase price has been allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired has been allocated to goodwill.

During the year ended March 31, 2024, Alexis made a loss after tax of H293 Lakhs and a total comprehensive loss of H318 Lakhs.

8 Starlit Medical Centre Private Limited

On December 8, 2023, Crosslay Remedies Limited (CRL), wholly-owned subsidiary of MHIL, executed a binding share purchase agreement (“SPA") to acquire 100% shareholding of Starlit Medical Centre Private Limited (“Starlit"). Starlit had entered into a business transfer agreement (“BTA") with Sahara India Medical Institute Limited (“SIMIL") for purchase of its Healthcare Undertaking consisting of 550 bedded Sahara Hospital, Lucknow, Uttar Pradesh with its operations, assets and liabilities, on a slump sale basis for a cash consideration of H7,278 lakhs. This excludes the amount towards land and building registration and mutation charges of H5,265 lakhs.

On fulfilment of conditions precedent CRL acquired control over Starlit w.e.f. March 4, 2024 and Starlit completed

acquisition of Healthcare Undertaking on March 7, 2024. Post-acquisition, Starlit has become step down wholly-owned subsidiary of the Company.

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with Ind AS 103 ‘Business Combinations''. The purchase price has been allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired has been allocated to goodwill.

During the year ended March 31, 2024, Starlit made a loss after tax of H2,132 Lakhs and a total comprehensive loss of H2,102 Lakhs.

Joint Ventures and Associates

The Company does not have any Joint Venture and/or Associate company.

International Presence

Kenya

The Nairobi branch office continued to play a stellar role in representing the Company as a provider of high-end medical care to medical value travelers from Kenya. It is focusing on promoting high-end tertiary and quaternary care services including Bone Marrow Transplants, Liver Transplants and Paediatric Cardiac Surgeries. The branch office has enabled addition of more partners and expansion of the Company''s footprint in cities like Mombasa, Kisi, Kisumu and El-Doret. The Company is now able to reach patients in these cities and facilitate their travel to India for treatment of complex medical conditions.

United Arab Emirates

The office in Dubai, UAE is operated under a wholly-owned subsidiary. The office has been able to make a mark for itself in a short time. The Dubai office has been focusing on the large Indian diaspora based in UAE as the initial set of patients who might travel to India. It has also entered into tie-ups with local insurance companies to provide cashless services to their beneficiaries, while being treated at Max Network Hospitals in India. It has also reached out to local corporates, healthcare facilitators, charitable organizations funding treatment of indigent patients and the government departments facilitating treatment abroad.

The Dubai office is also engaging with other expat communities based in Dubai, particularly the African diaspora and actively exploring tie-ups with local hospitals in Dubai for collaborations to provide high end care to patients in the region.

Ethiopia

With a focus on Neurology, Oncology, Transplant surgeries (including bone and kidney transplants) and Orthopaedics, Ethiopia office in Addis Ababa provides assistance to patients seeking medical treatment in India. The client base includes corporate organisations, local hospitals, and direct patients,

reflecting the broad reach and diverse partnerships established by the Company in Ethiopia. By collaborating with corporate entities and hospitals, the office is able to extend its services to a wider population, ensuring access to high-quality healthcare to those in need.

Oman

Oman office in Muscat works closely with the Treatment Abroad department of the Ministry of Health, Government of Oman. The office assists residents of Oman in seeking medical care in Neurology, Orthopaedics, Liver Transplants (Adult & Paediatrics), Bone Marrow Transplants, and Neuro Rehabilitation in India. This diverse range of specialties ensures that patients with complex medical conditions receive comprehensive and holistic treatment in India. The office caters to a wide range of clients including insurance companies, charities and NGOs, local hospitals, and local medical travel companies. By collaborating with these entities and through its very active presence in Oman, the Company has been able to establish itself as a preferred destination for Omanis wishing to travel abroad for medical travel.

Myanmar

The Myanmar office located in Yangon, assists in providing information on advanced treatment interventions in Oncology, Paediatric Cardiac Care, Liver Transplantation, and Kidney Transplantation in India. The clientele of the Myanmar office primarily consists of local medical tourism companies and domestic hospitals. The office has been steadily building the reputation of the Company as one of the finest healthcare destinations in South East Asia. The office has already extended its operations in Mandalay and will target other parts of Myanmar later in the year.

Uzbekistan

The office located in Tashkent, Uzbekistan works closely with numerous healthcare facilitators located not only in Tashkent but also in different regions of the country. The Company has been able to reach disparate regions of the country and help patients access high-end healthcare services. With a focus on Oncology, Liver Transplants, and Neurology, the office assists patients in Uzbekistan for advanced treatments and interventions for complex medical conditions in India.

Nigeria

The office located in Lagos, Nigeria is operated under a wholly-owned subsidiary and helps patients seeking medical treatments options in India. The office has been able to build trust and confidence amongst the local Nigerians in assisting them access world-class healthcare in India. The office assists the patients with medical opinions from Max clinicians, video-consults, visa assistance and connecting them with the hospital teams in India. The office has been able to build excellent relationships with various healthcare facilitators, government institutions and public sector undertakings, as well as large hospitals for patient treatment at various Max Network Hospitals.

Nepal

There is large number of patients in Nepal who have availed exceptional medical care at Max Network Hospitals in India.

The Nepal office based in Kathmandu helps patients in seeking information regarding treatments in various specialities including Oncology, Orthopaedics, Liver Transplants, Kidney Transplants, Urology, and Neurology. Patients from Nepal, with the help of staff at Nepal Office, are able to easily access comprehensive and cutting-edge treatments for a wide range of medical conditions at Max Network Hospitals in India. The client base of the Nepal office includes corporates, local medical tourism companies and numerous small and large hospitals.

Bangladesh

Bangladeshi patients constitute one of the largest share of medical value travelers to India seeking high-end care at affordable costs and can receive top-tier medical services at Max Network Hospitals in India, facilitated by the Dhaka office. They can access information on treatments across diverse specialties such as Oncology, Orthopaedics, Liver Transplants, Kidney Transplants, Urology, and Neurology. The Bangladesh office serves a clientele including corporations, local medical tourism agencies, and various hospitals.

Board and its Committees

The Company has a strong and diverse Board which has oversight over the Company''s management and its governance. The individual members of the Board bring in wide range of skills, knowledge, experiences, perspective etc. The Board level diversity enriches the effectiveness and efficiency in decision making and flawlessly navigate through complex transactions and strategies. The Board is supported by specialized Board level committees which work within the crafted terms of reference. This allows Board to concentrate on other critical matters and enables them to deep dive into the areas like risk management, information technology, environment, social, governance, sustainability, stakeholders'' management, financials and internal control aspects etc.

Meetings of Board

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving several proposals through resolution by circulation from time to time.

During FY 2023-24, the Board met 8 (Eight) times on May 16, 2023, August 7, 2023, November 6, 2023, December 8, 2023, January 31, 2024, February 9, 2024, February 24, 2024 and March 19, 2024. The intervening gap between the two consecutive Board meetings was within the period prescribed under the provisions of section 173 of the Act and regulation 17 of the SEBI Listing Regulations. The details of the meetings and the attendance of each director are mentioned in the report on Corporate Governance which forms part of the Integrated Annual Report.

Committees of Board

As required under the Act and SEBI Listing Regulations, the Company has constituted various statutory committees.

Additionally, the Board has also formed various non-statutory committees to review specific business operations and governance matters. As on March 31, 2024, the Company has following committees of the Board.

Statutory Committees:

1. Audit Committee*

2. Risk Management Committee#

3. Nomination and Remuneration Committee

4. Stakeholders Relationship Committee

5. Corporate Social Responsibility Committee

Non-Statutory Committees:

1. ESG and Sustainability Committee$

2. Debenture Committee

3. IT Strategy Committee^A

* Nomenclature of Audit & Risk Management Committee’ was changed to ‘Audit Committee’ on October 29, 2023.

# Earlier was a part of ‘Audit and Risk Management Committee. A separate ‘Risk Management Committee’ was constituted on October 29, 2023.

$ Nomenclature of ‘Business Responsibility & Sustainability Committee’ was changed to ‘ESG and Sustainability Committee’ on October 29, 2023. a Committee Constituted on October 29, 2023.

The composition, terms of reference and number of meetings of the Committees are mentioned in the Report on Corporate Governance which forms part of the Integrated Annual Report.

During the FY 2023-24, all the recommendations made by Board committees, including the Audit Committee, were accepted by the Board.

Directors and Key Managerial Personnel Directors

As on March 31, 2024, the Company''s Board had 8 (Eight) Directors comprising of 1 Executive Director, 2 Non-Executive Directors and 5 Independent Directors including 1 Independent Woman Director. The details of Directors and composition of various committees of the Board and other details are provided in Corporate Governance report which forms part of the Integrated Annual Report

Appointments

• Ms. Amrita Gangotra

The Board of the Company, based on the recommendation of NRC, approved the appointment of Ms. Amrita Gangotra (DIN: 08333492) with effect from August 23, 2023, as an additional director in the category of Independent Woman Director, subject to approval of members of the Company. Subsequently, members of the Company at the 22^nd AGM held on September 27, 2023, approved the appointment of Ms. Gangotra as an Independent Woman Director for a term of 5 (five) years with effect from August 23, 2023 to August 22, 2028 (Both days inclusive).

• Mr. Narayan K. Seshadri

The Board of the Company, based on the recommendation of the NRC, approved the appointment of Mr. Narayan K.

Seshadri (DIN: 00053563) with effect from May 16, 2023, as an additional director in the category of non-executive director, subject to approval of members of the Company. Subsequently, members of the Company via postal ballot dated July 13, 2023, approved the appointment of Mr. Seshadri as a non-executive director, liable to retire by rotation, on August 14, 2023 for a term of 3 (three) years with effect from May 16, 2023 to May 15, 2026 (Both days inclusive).

Re-Appointments

• Mr. Abhay Soi

The Board of the Company at its meeting held on August 31, 2022, based on the recommendation of the NRC, approved the re-appointment of Mr. Abhay Soi (DIN: 00203597) as Chairman and Managing Director of the Company for a term of 5 (five) years with effect from June 19, 2023, subject to approval of members of the Company. Subsequently, members of the Company at the 21^st AGM held on September 26, 2022, approved the re-appointment of Mr. Soi as Chairman and Managing Director, not liable to retire by rotation.

• Mr. Anil Kumar Bhatnagar

Mr. Anil Kumar Bhatnagar (DIN: 09716726), Non-Executive Director of the Company was liable to retire by rotation at the 22^nd AGM held on September 27, 2023 and being eligible, sought re-appointment. Subsequently, members of the Company at the 22^nd AGM, approved the re-appointment of Mr. Bhatnagar as Non-Executive Director of the Company and fixed his tenure for a term of 3 (three) years with effect from October 1, 2023 to September 30, 2026, liable to retire by rotation.

• Mr. Mahendra Gumanmalji Lodha (Post FY 2023-24)

The Board of the Company at its meeting held on March 19, 2024, based on the recommendation of NRC and the positive outcome of performance evaluation and contributions during his first term as Independent Director, approved the re-appointment of Mr. Mahendra Gumanmalji Lodha (DIN: 00012920), as an Independent Director for a second consecutive term of 5 (five) years effective from June 21, 2024 to June 20, 2029 (both days inclusive).

Subsequently, on May 5, 2024, members approved the reappointment of Mr. Lodha vide special resolution passed through postal ballot, details whereof are mentioned in the report on Corporate Governance which forms part of the Integrated Annual Report.

• Mr. Michael Thomas Neeb (Post FY 2023-24)

The Board of the Company at its meeting held on March 19, 2024, based on the recommendation of NRC and the positive outcome of performance evaluation and contributions during his first term as Independent Director, approved the re-appointment of Mr. Michael Thomas Neeb (DIN: 08522685), as an Independent Director for a second consecutive term of 5 (five) years effective from June 21, 2024 to June 20, 2029 (both days inclusive).

Subsequently, on May 5, 2024, members approved the reappointment of Mr. Neeb vide special resolution passed through postal ballot, details whereof are mentioned in the report on Corporate Governance which forms part of the Integrated Annual Report.

Cessation

• Ms. Harmeen Mehta

Ms. Harmeen Mehta (DIN:02274379) resigned as an Independent Director of the Company with effect from April 14, 2023 due to personal and unavoidable circumstances like other professional commitments etc. She further confirmed that there was no material reason for her resignation.

The Board places on record its appreciation for the invaluable contribution made by Ms. Mehta during the course of her tenure as an Independent Director.

Director liable to retire by rotation

• Mr. Narayan K. Seshadri

As per the provisions of the Act, Mr. Narayan K. Seshadri (DIN: 00053563), Non-Executive Director of the Company is liable to retire by rotation at the ensuing 23^rd AGM and being eligible, seeks re-appointment. Based on performance evaluation and the recommendation of NRC, the Board recommends his re-appointment. A brief profile of Mr. Seshadri is provided in the Notice of ensuing 23^rd AGM along with appropriate resolution for his re-appointment for the approval of the members of the Company at the ensuing 23^rd AGM.

In the opinion of the Board, all the directors, including the directors appointed during the FY 2023-24, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Brief resume, nature of expertise, disclosure of relationship between directors, lnter-se, details of directorships and committee memberships held in other companies of the directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard - 2 and regulation 36 of the SEBI Listing Regulations, forms part of notice of the forthcoming 23^rd AGM.

Familiarisation Programme

Pursuant to regulation 25 of the SEBI Listing Regulations, the Company familiarises its Independent Directors with their roles, rights, and responsibilities, as well as with the Company''s business and operations, both upon induction and on a regular basis. Moreover, Directors are frequently updated, inter alia, on the business strategies and performance, management structure and key initiatives of businesses at each Board Meeting and the same is elaborated in the Corporate Governance Report which forms part of Integrated Annual Report.

Key Managerial Personnel

Pursuant to the provisions of section 2(51) and 203 of the Act, followings are the Key Managerial Personnel of the Company as on March 31, 2024:

1. Mr. Abhay Soi, Chairman and Managing Director;

2. Mr. Yogesh Kumar Sareen, Senior Director & Chief Financial Officer; and

3. Mr. Dhiraj Aroraa, SVP-Company Secretary &

Compliance Officer.

During FY 2023-24, there were no changes in the Key Managerial Personnel of the Company.

Declaration by Independent Directors

Independent Directors have submitted their declaration of independence, stating that:

(i) they continue to fulfil the criteria of independence as required pursuant to section 149(6) read with schedule IV of the Act and regulation 16(1)(b) of the SEBI Listing Regulations;

(ii) they have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations;

(iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

(iv) there has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in schedule IV to the Act. In Board''s opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct. Independent Directors have also confirmed that they have registered their names in the independent directors'' databank with the Indian Institute of Corporate Affairs

Directors’ Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, it is confirmed that:

(a) in the preparation of the Annual Accounts for the period under review, the applicable accounting standards have been followed along with proper explanations relating to material departures therefrom, if any;

(b) the selection and application of accounting policies were assessed for their consistent application and judgements and estimates made that are reasonable and prudent so as

to give a true and fair view of the state of the affairs of your Company at the end of the financial year and of the profit of the Company for the financial year ended March 31, 2024;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Appointment and Remuneration

The Board has framed and adopted a nomination, remuneration and board diversity policy in terms of the section 178 of the Act. The policy, inter-alla, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel (“KMP") and senior management personnel of the Company. The policy also provides guidance on diversity at Board level. The Nomination, Remuneration and Board Diversity Policy of the Company is available on the website of the Company at https://d35oenyzp35321.cloudfront. net/Nomination_Remuneration_and_Board_Diversity_ Policy_0ca6ab6554.pdf. No changes were carried out in aforesaid policy during FY 2023-24.

The NRC has also developed the criteria for, inter-alia, determining the qualifications, positive attributes and independence of Directors. It takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages.

The Board members affirm that the remuneration paid to the directors, KMPs, Senior Management is as per the Nomination, Remuneration and Board Diversity Policy of the Company.

The salient features of the Nomination, Remuneration and Board Diversity Policy are detailed in Corporate Governance Report which forms part of the Integrated Annual Report.

Board Evaluation

One of the key functions of the Board is to monitor and review the Board evaluation framework. Pursuant to applicable provisions of the Act and SEBI Listing Regulations, the Board, in consultation with NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board, its Committees, Chairperson and Individual Directors, including Independent Directors. The Board evaluation process for FY 2023-24 was carried out through a digital platform namely “Dess Digital".

S. Category No.	Criteria
1. Board of Directors	Board structure, composition, diversity, experience, competencies, performance of specific duties and obligations, quality of decision making, board practices, regular meetings, healthy discussions, active participation, risk management, open for new ideas and practices, appropriate succession planning and overall effectiveness of Board as a whole.
2. Board Committees	Optimum composition, effectiveness of Committee in terms of well-defined charters & powers, regular meetings, healthy discussions, information-flow with the Board in terms of reporting and due consideration of Committees'' decisions, findings after seeking input from the Committee members and recommendations at the Board level, effective and efficient discharge of duties.
3. Individual Directors	Requisite qualification, skills and experience, understanding of the Company''s business, its market and its goals along with roles and responsibilities, ability to express disagreement & divergent views and independent judgement, open to new ideas and views from other members, confidentiality and adherence to legal obligations and Company''s code of conduct.
4. Chairman and Managing Director	Leadership development, Board management, developing and delivering the Company''s strategy and business plans, encouragement to effective and open communication and active engagement.
5. Independent Directors	Besides the criteria mentioned in point no. 3 above, the following are additional criteria: • Independence criteria and conflict of interest; • Providing external expertise and independent judgement that contributes to Board''s deliberations, strategy and performance.

Evaluation Process

• Structured questionnaire covering aforementioned aspects were circulated to Directors;

• Directors submitted their response on questionnaire circulated at a scale of 1 (strongly disagree) to 5 (strongly agree) and evaluated performance of Board, its committees and individual directors, including Chairman of the Board;

• The independent directors met separately on May 14, 2024, without the presence of non-independent directors and discussed, inter-alla, the performance of non-independent

directors and Board as a whole and the performance of the Chairman of the Company. They have also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

• The NRC has also carried out evaluation of each Director''s performance. The performance evaluation of Independent Directors has been done by the entire Board, excluding concerned Director being evaluated and decision has been taken/ recommended accordingly.

Outcome of Evaluation

All Directors participated in the performance evaluation process for FY 2023-24. Following is summary of outcome of evaluation:

• The directors expressed their satisfaction with the evaluation process;

• The results of evaluation showed high level of commitment and engagement of Board, its various committees and management;

• The evaluation process has reaffirmed the Board members'' trust in the Company''s ethical standards, the Board and management''s ability to steer the Company, the positive rapport between the Board and management, and the management''s transparency in providing essential strategic information well in time to facilitate the Board''s fulfillment of its responsibilities and fiduciary duties; and

• The results of evaluation were shared with the Board, Nomination and Remuneration Committee, Chairperson of respective Committees.

Action Taken on previous Evaluation

Actions taken on the previous Board evaluation were also presented to the Board. The Board noted that management has considered the suggestions and taken reasonable steps to enhance the Board Effectiveness.

Particulars of Employees and Related Disclosures

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, percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration is enclosed as Annexure - I to this report.

The information required under Section 197(12) of the Act read with Rule 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 member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at [e-mail]

Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company strongly believes in providing a safe and harassment free workplace for every individual through various interventions, policies and practices. The Company has a robust policy on prevention of sexual harassment at workplace in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH"). The policy aims at prevention of harassment of all employees of the Company and visitors at these hospitals including off-site locations (as defined in the policy) and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to constitution of Internal Committee (“IC") as specified under POSH. There is IC at every work locations/ hospitals, which is responsible for redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy. The details of Sexual harassment complaints that were filed, disposed off and pending during the FY 2023-24 are provided in the Business Responsibility and Sustainability Report which forms part of the Integrated Annual Report.

Corporate Social Responsibility

In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended from time to time) the Board has constituted a Corporate Social Responsibility (“CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report which forms part of the Integrated Annual Report.

The Company has adopted a CSR Policy in accordance with the provisions of the Act and rules made thereunder. During FY 2023-24, CSR Policy was amended to align the CSR Policy with updated regulatory requirements, to make it more robust and other incidental, editorial, consistency changes. The CSR Policy of the Company outlines its CSR focus areas, guiding principles for CSR activities, identified sectors, reporting mechanism etc.

Updated CSR Policy is available on the website of the Company at https://d35oenvzp35321.cloudfront.net/CSR Policy 1a1f5b9b2c.pdf.

As per the CSR Policy, the Company continues its endeavors to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Education, Skill Training and Water recharge & rejuvenation for achieving water neutrality. The Company believes in leaving no one behind as it moves forward. It has been consistent in its efforts towards striving to serve the communities in and around its operations and creating access for healthcare.

Further, on January 11, 2024, Max Healthcare Foundation, a public company, limited by guarantee, was incorporated and registered under section 8 of Companies Act, 2013 for undertaking CSR initiatives of the Company and its subsidiaries. The Company is

one of the subscribers to Memorandum of Association of Max Healthcare Foundation.

Annual Report on CSR activities, in the prescribed format, for FY 2023-24 as required under section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - II to this report.

Transactions with Related Parties

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 FY 2023-24, 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 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. 31.10 of Standalone Financial Statements.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a policy on related party transactions, which is available on the website of the Company at https://d35oenyzp35321.doudfront.net/RPT

Policy 2a10152cff.pdf

Auditors and Auditor’s Report Statutory Auditors

Deloitte Haskins & Sells, Chartered Accountants (“Deloitte"), having Firm Registration No. 015125N, are statutory auditor of the Company who have been appointed at 19^th AGM of the Company held on September 29, 2020 for a term of 5 years until the conclusion of the AGM of the Company to be held in the year 2025. Deloitte has confirmed that it satisfies the independence criteria required under the Act and the code of ethics issued by the Institute of Chartered Accountants of India.

Auditor''s Report on the standalone and consolidated financial statements of the Company for FY 2023-24 forms part of the Integrated Annual Report. The auditor''s report is unmodified and does not contain any qualification, reservation or adverse remark.

During FY 2023-24, Deloitte has not reported any fraud committed against the Company by its officers or employees, as required to be reported in terms of section 143(12) of the Act read with rules made there under.

Further, the Company has made downstream investments as per Foreign Exchange Management (Non-Debt Instruments)

Rules, 2019 and accordingly, the Company has obtained a certificate from Deloitte as required under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

Rotation of Statutory Auditors and Audit Partners

The Board has laid down a Policy on Independence of Statutory Auditors/ Provision of Non-audit Services by Statutory Audit Firm & related matters with a view to ensure independence and objectivity in the audit process, avoid conflict of interest and protect the interest of shareholders at large. The said Policy is also available on the website of the Company at https://max-website20-images.s3.ap-south-1.amazonaws.com/7 Policy of Independence of Statutory Auditors 5e35f99e0e.pdf

This key features of the aforesaid policy, Inter-alla, are as follows:

• Criteria for Selecting an Audit Firm: This includes statutory and other eligibility requirements, such as the firm''s size, Profile, experience, and areas of expertise.

• Permitted Non-Audit Services: Outlines pre-approved non audit services with a set fee limit.

• Prohibited Non-Audit Services: Lists the non-audit services that are not allowed.

• Rotation of Audit Partner: Requires the rotation of audit partners at least every five years and prohibits the reappointment of the audit firm or its network firm after two consecutive five-year terms.

• Hiring Arrangements: States that the Company or its subsidiaries cannot hire partners, managers, or employees of the statutory audit firm for 18 months without the Managing Partner''s approval. Similarly, statutory auditors are prohibited from hiring employees of the Company or its subsidiaries within 12 months of their employment termination, subject to the Audit Committee Chair''s approval.

Cost Auditors

In terms of section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to make and maintain the cost accounting records and have them audited every year by a qualified Cost Accountant. The Company has made and maintained the cost accounts and records as required.

The Company has appointed Chandra Wadhwa & Co., Cost Accountants, having Firm Registration No. 000239, as the Cost Auditor of the Company for FY 2023-24. The Cost Auditor has submitted their report for the FY 2023-24 and it does not contain any qualification, reservation or adverse remark.

Further, upon receipt of certificate confirming their eligibility and willingness for appointment as the Cost Auditor of the Company for FY 2024-25 and based on the recommendation of Audit Committee, Chandra Wadhwa & Co., have been appointed as Cost Auditor of the Company for FY 2024-25 and their remuneration is being proposed for ratification by the members of the Company at the ensuing AGM.

During the year under review, Cost Auditor has not reported any fraud committed against the Company by its officers or employees, as required to reported in terms of section 143(12) of the Act read with rules made there under.

Secretarial Auditors

Pursuant to the provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the SEBI Listing Regulations, the Company has appointed DPV & Associates LLP, Company Secretaries, having Firm Registration No. L2021DE009500, as Secretarial Auditor for FY 2023-24. The Secretarial Audit Report for FY 2023-24 is enclosed as Annexure - III to this report.

The Secretarial Auditors have given following observation in their report:

“During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above except that there was a delay of forty days in appointment of independent woman director, as required under regulation 17(1) of SEBI Listing Regulations and section 14S of the Act, due to immediate resignation by independent woman director on April 14, 2023. Consequently, the National Stock Exchange of India Limited and BSE Limited (“Stock Exchanges") levied fine of H 2.36 Lakhs each and the same was duly paid by the Company."

The observation is self-explanatory in nature and doesn''t require any comments from the Board, as the Company has already complied with the regulation 17(1) of SEBI Listing Regulations and section 149 of the Act, effective from August 23, 2023. The Company''s unlisted material subsidiaries viz. HBPL and CRL have also undergone Secretarial Audit in terms of regulation 24A of SEBI Listing Regulations. The Secretarial Audit Reports for FY 2023-24 of HBPL and CRL are also annexed herewith as Annexure - IV and Annexure - V, respectively to this report. The Secretarial Audit Report of these subsidiaries does not contain any qualification, reservation or adverse remark.

During FY 2023-24, Secretarial Auditors has not reported any fraud committed against the Company by its officers or employees, as required to reported in terms of section 143(12) of the Act read with rules made there under.

Internal Auditor

The Company has in place a robust Internal Audit function. The Internal Audit function also partners with professional firms in the area of fraud investigation, market intelligence, digital forensics, IT audits and with other firms having expertise in certain specific areas on need basis. The audit conducted by Internal Audit team is based on an internal audit plan aligned with risk profile of business operations, which is also reviewed and approved by the Audit Committee on annual basis. These audits are based on risk and control based methodology and inter alia, involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances at all locations of the Company.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Company and administratively to Senior

Director-Corporate Affairs. He also participates in the meetings of the Audit Committee of the Company and shares exceptions report on financial, safety, information security, compliance and reporting risks etc. on a periodic basis with the Audit Committee along with recommendations and mitigation plans provided by management.

The Internal Audit function is duly supported by the Internal Audit Charter which, inter-alia, provides for the scope of work of the internal audit function along with the independence, objectivity, reporting structure, authority and responsibilities of the Internal Audit function. The Company on a periodical basis get a third-party expert to carry out a quality assurance review of the Internal Audit processes. The report is discussed at the meeting of Audit Committee in order to improve the effectiveness of Internal Audits.

Internal Audit Charter is hosted on the website of the Company at https://max-website20-images.s3.ap-south-1.amazonaws.com/9 Internal Audit Charter c60583850a.pdf.

Internal Financial Controls

The Company has a robust and well embedded system of internal controls facilitated through appropriate IT system and workflows, which are reviewed and upgraded based on risk control testing performed from time to time. Comprehensive policies, guidelines and procedures are laid down, reviewed and updated for all business processes and these are accessible to the concerned employees through the designated web page. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial statements, management reporting for business performance management and for maintaining accountability of assets.

An extensive risk-based programme of concurrent audits, internal audits, exceptional reporting and IT based transaction controls, coupled with constant management reviews and dash boarding of data, provide assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit Committee periodically, including the high and medium risk observations emanating from such audits. Further, Audit Committee also monitors the status of management actions emanating from internal audit reviews. Even the Internal Audit function and its processes are subjected to audit by third party experts, on periodical basis. During FY 2023-24, above controls were assessed and no reportable material weaknesses in the design or operation were observed. The Statutory Auditor of the Company during the course of their audit did not find any material weakness in controls and / or misstatement resulting from lack of internal controls.

Risk Management

The Company has robust risk management framework designed to comprehensively identify, analyse, assess, mitigate, monitor and report risks that could potentially affect the achievement of our strategic and business objectives across multiple facets of our operations which includes operations, legal, treasury, regulatory, strategic and financial. Risk Management Committee periodically reviews the risk registers, risk heat map and mitigation plans for all high and critical risks that may adversely affect the operations

and profitability of business and suggest suitable measures to mitigate such risks. These reviews also involve discussions on measures implemented by the Company to mitigate risks through avoidance, transfer, control or acceptance strategies.

The Company''s risk management framework is a combination of formally documented policies in certain areas such as financial, legal and regulatory and an informal approach to risk management in others. The Company periodically reviews its risk management policy, risk appetite and other relevant frameworks to adapt to evolving market conditions and business activities. This regular review process ensures that these frameworks remain responsive and aligned with current and emerging risks, thereby enhancing the organization''s ability to effectively identify, assess, and manage risks in accordance with its strategic goals and regulatory requirements. A comprehensive disclosure concerning critical facets of risk management forms part of the Integrated Report.

Whistle Blower Policy / Vigil Mechanism

The Company promotes integrity and ethical behaviour in its business activities and has a whistle blower policy in place to provide appropriate avenues to the stakeholders to raise bona-fide concerns relating to unethical and improper practices, irregularities, governance weakness, financial reporting issues or any other wrongful conduct and to prohibit the victimisation of the whistle blowers.

A whistle blower can raise his/her concerns with the designated official as defined under the whistle blower policy and under exceptional circumstances with Audit Committee. The investigations relating to the concern is required to be carried out by/or under the instructions of the Ethics and Compliance Committee comprising of members from senior leadership and Internal Auditor as members. Any allegations that fall within the scope of the concern are investigated and resolved appropriately. Further, during FY 2023-24, no individual was denied access to the Chairman of Audit Committee for reporting concerns, if any.

Audit Committee periodically reviews the complaints received, if any, the action taken and appropriate closure of the complaint(s). The whistle blower policy is available on the Company''s website viz. https://d35oenvzp35321.cloudfront.net/Whistle Blower Policy 78a38693ca1 591b23d44e.pdf. The policy, inter-alia,

provides direct access to the Chairman of Audit Committee and has been appropriately communicated within the Company across all levels and the details of establishment of vigil mechanism for directors and employees to report genuine concerns, are provided therein.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - VI to this report.

Annual Return

The Annual Return of the Company in Form MGT-7 as required under section 92 and section 134 of the Act read with rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https:// www.maxhealthcare.in/investors/corporategovernance/general-meetings-and-postal-ballot.

Corporate Governance

The Company has complied with the corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliance is provided as Annexure - D of the Corporate Governance Report forming part of the Integrated Annual Report.

Statement of Deviation or Variation in Utilisation of Proceeds

The Company had raised funds amounting ~ H1,200 Crore by issuing equity shares through qualified institutional placement (“QIP") route on March 9, 2021. The details of utilisation of funds were submitted to stock exchanges in the prescribed format in accordance with SEBI notification dated December 24, 2019 read with regulation 32 of the SEBI Listing Regulations and no deviation/variation was reported during the FY 2023-24, in the utilisation of proceeds as stated under “Use of Proceeds" in the placement document of QIP.

The funds have been fully utilized during the quarter ended March 31, 2024 and in compliance with regulation 32(7A) of the SEBI Listing Regulations, a status report as on March 31, 2024 on utilisation of funds raised through QIP is provided in the report on Corporate Governance which forms part of the Integrated Annual Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for FY 2023-24, as stipulated under the SEBI Listing Regulations, forms part of the Integrated Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for FY 2023-24, as stipulated under the SEBI Listing Regulations, forms part of the Integrated Annual Report.

Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act.

General

No disclosure or reporting is made in respect following items, as

there were no transactions during FY 2023-24:

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

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;

8 There were no amount proposed to be transferred to general reserves;

8 In terms of the provisions of section 73 of the Act read with the relevant rules made thereunder, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2024;

8 There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

8 The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

8 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

$ There was no instance of onetime settlement with any Bank or Financial Institution;

There was no revision in the financial statements and Board''s Report;

8 There was no change in the nature of business;

8 There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report;

ft The Chairman & Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries during FY 2023-24. During the FY 2023-24, there were no other whole-time director appointed/holding office in the Company; and

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

Acknowledgement

The Board wishes to express their sincere appreciation for the assistance and co-operation received from the banks, government and regulatory authorities, stock exchanges, customers, vendors and members during FY 2023-24.

The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees of the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board Abhay Soi

Place: New Delhi DIN: 00203597

Date: August 1, 2024 Chairman & Managing Director

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Mar 31, 2023

Your directors have immense pleasure in presenting the 22^nd Board’s report on the business and operations of Max Healthcare Institute Limited (“Company” or “MHIL”) along with the audited financial statements for the financial year ended March 31, 2023.

Overview of Financial Performance and State of Company’s Affairs Financial Highlights

The standalone and consolidated financial highlights of the Company’s operations are summarized below:

Particulars Revenue from operations	Standalone financial year ended March 31, 2023 March 31, 2022* 1,905 1,775		H in Crore Consolidated financial year ended March 31, 2023 March 31, 2022* 4,563 3,937
Other Income	144	128	139	122
Total Income	2,049	1,903	4,702	4,059
Total expenditure	1,321	1,332	3,322	2,989
Operating profit	728	571	1,380	1,070
Less: Finance cost	52	59	84	101
Profit before depreciation, exceptional items and tax	676	512	1,296	969
Less: Depreciation/impairment and amortization	113	112	232	221
Profit before exceptional items and tax	563	400	1,064	748
Less: Exceptional items				9
Less: Tax expenses	(131)	69	(40)	134
Profit for the year	694	332	1,104	605
Total comprehensive income for the year	695	332	1,103	608
Earnings per equity share
Basic (H)	7.16	3.43	11.38	6.25
Diluted (H)	7.15	3.42	11.36	6.24
*Figures for the previous periods have been regrouped and reclassified to conform to the classification of the current period, where necessary.

The standalone, as well as the consolidated financial statements, have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) as applicable.

Performance Highlights

The Company’s standalone revenue from operations improved to H 1,905 Crore in the financial year (“FY”) 2022-23 compared to H 1,775 Crore in FY 2021-22. Revenue from operations comprises of H 1,809 Crore of revenue from healthcare services and H 50 Crore revenue from sale of pharmaceutical supplies.

Also, the Company commissioned 92 bedded Oncology Block at Max Shalimar Bagh in March 2023 which contributed positively to earnings before interest depreciation and amortisation (“EBITDA”) in the first month of launch due to operating leverage.

During the FY 2022-23, the material costs stood at 18.3% of operating revenue as compared to 25.0% in FY 2021-22. During FY 2021-22, material cost was higher due to covid vaccination and related costs.

Other costs to operating revenue (including employees, doctors, hospital services, sales and marketing, power and fuel etc.) ratio stood at 51% that is levels similar to FY 2021-22.

EBITDA stood at H 728 Crore (35.5%) during the FY 2022-23 and reflects a marked improvement compared to H 571 Crore (30.0%) in the FY 2021-22.

Net Profit before tax for the FY 2022-23 stood at H 563 Crore and the Net Profit after tax was H 694 Crore. This represents a significant increase of H 363 Crore in Net profit after tax against FY 2021-22. It may be mentioned that Net profit after tax for the current year includes one time reversal of deferred tax liability (net) of H 244 Crore pursuant to voluntary liquidation of Saket City Hospitals Limited, a wholly owned subsidiary company on a going concern basis and distribution of its business undertaking to its holding Company i.e. MHIL.

State of Company’s Affairs

The Company continued to scale new heights and has also been successful in laying sound foundation for all round growth in future. The Network presently consists of 17 (Seventeen) Healthcare Facilities, including 8 (Eight) hospitals and 4 (Four) medical centres in Delhi and NCR region, with the remaining 5 located at Mumbai in Maharashtra, Mohali and Bathinda in Punjab and Dehradun in Uttarakhand. In addition to its core hospital business, the Network also has two strategic business units (“SBUs”) - Max@Home and MaxLab. Max@Home is a platform that provides health and wellness services at home and Max Lab offers diagnostic services to patients outside its network hospitals.

Furthermore, there are 3 (three) new upcoming Network facilities - one each in East Delhi (Patparganj), North West Delhi (Dwarka) and Sector 56, Gurugram, Haryana.

The Company has expanded its network of offices in overseas countries and now has direct presence in 8 countries namely: Kenya (Nairobi), Nigeria (Lagos), United Arab Emirates (Dubai), Oman (Muscat), Myanmar, Ethiopia (Addis Ababa), Uzbekistan (Tashkent), Nepal (Kathmandu). This is in addition to the indirect presence in 6 (six) countries through 9 (nine) partner offices viz. 3 in Iraq, 2 in Yemen and 1 each in Fiji, Cameroon, Mongolia & Georgia. Nairobi office continued its focus on promoting tertiary care highly complex procedures of Bone Marrow Transplants, Liver Transplants and Paediatric Cardiac Surgeries and Oncology treatments. Dubai office has completed one year and has been able to make a mark for itself in the UAE. Dubai office has been focusing on the large Indian diaspora based in UAE as the initial set of patients through tie-ups with local insurance companies to provide cashless services, while being treated at Max Hospitals. The other international offices are similarly focused in working with local insurance companies, institutional payors such as local governments, hospitals and individual clinicians in referring patients to Max Hospitals. Further, the Company is maintaining focus on organ transplants and other high end surgical procedures across all its Network Hospitals. The Company provides medical and operation & management services across secondary and tertiary care specialities, with a focus on oncology, neurosciences, cardiac sciences, orthopaedics, renal sciences, liver and biliary sciences and minimal access metabolic and bariatric surgery (“MAMBS”). During the current financial year, the Company expanded its robotic surgical programs at its various hospitals and successfully conducted ~ 2000 robotic surgeries during the year.

The Company’s revenue includes earnings from pathology, radiology, radiation oncology and clinical services, under fee for service and/ or revenue-sharing arrangements in select specialties or departments with third parties including Partner Healthcare facilities.

The Company has also taken various measures to capture and improve patient satisfaction, quality of care and medical outcomes in line with its objective of becoming most well-regarded healthcare provider in India. The Company also procured high-end equipment including Digital PET CT, Robotic instruments for orthopedics, spine & general surgery, MRI, CT etc. in its Network Hospitals during the year to further improve the level of available technology in

its hospitals to diagnose & treat patients and to ensure best-inclass medical outcomes. All facilities owned and operated by the Company follow globally accepted medical protocols and are accredited by National Accreditation Board for Hospitals (NABH) and Joint Commission International (JCI). The Company is focused on delivering the best medical care at affordable costs. The Company is investing in people, processes and technology to ensure sustainability of its operations, while ensuring safety of its people and communities, protecting the environment from any impact of its operations and conduct business ethically.

The Company’s business activity primarily falls within a single reportable business segment namely ‘Medical and Healthcare Services’ as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/ medical centres and tertiary care facilities. Further, the Company operates only in one geographical segment - India.

A detailed discussion on operations of the Company (on consolidated basis) for the FY 2022-23, is given in the Management Discussion and Analysis Report which forms part of the Annual Report.

Dividend

Board of directors (“Board”) have recommended a maiden final dividend of H 1 (i.e. 10%) per equity share of the face value of H 10 each for the FY 2022-23. Dividend is subject to approval of members at the 22^nd annual general meeting (“AGM”) of the Company. The record date for the purpose of payment of final dividend for FY 2022-23, has been fixed on Friday, September 8, 2023.

The dividend if approved by the members in the 22^nd AGM will be paid/ dispatched within 30 days from the conclusion of the 22^nd AGM to members whose names appear in the register of members/ beneficial owners, as on the record date. In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of members. Accordingly, dividend shall be paid after deduction of tax at source, as applicable.

On August 7, 2023, the Dividend Distribution Policy was amended to update it in line with the leading industry practices and to provide more clarity on Company’s dividend philosophy. As per the amended policy, the Board may declare dividend upto a payout ratio of 40% of profits after tax of the Company, as a guiding principle and subject to provisions contained in the Policy. The Board may, in case of extraordinarily circumstances, declare a higher rate of dividend. The Board shall consider financial parameters and internal factors while declaring or recommending dividend payable to the members. The said policy formulated in terms of the provisions of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company’s website and can be accessed at www.maxhealthcare.in/investors/corporate-governance.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Companies Act, 2013 (“Act”) and SEBI Listing Regulations, the Company extends

financial assistance to its subsidiaries, silos and partner healthcare facilities in the form of investment, loan, deposits, guarantee etc., from time to time in order to meet their business requirements. Further, the Company or any of its subsidiary has not extended any financial assistance to promoter or promoter group entities which has been written off during last 3 years.

Particulars of loans, guarantees and investments etc., as required under section 186 of the Act and schedule V of the SEBI Listing Regulations, are provided in Note 31.20 to the standalone financial statements of the Company.

Significant Events

Application of Merger of two wholly-owned subsidiaries

Alps Hospital Limited (“ALPS”) and Max Hospitals and Allied Services Limited, formerly known as Radiant Life Care Mumbai Private Limited (“MHASL”), are wholly owned subsidiaries of the Company. On May 16, 2022, board of directors of ALPS (“Transferor”) and MHASL (“Transferee”) approved the scheme of amalgamation (“Scheme”) under the provisions of section 230 to 232 of the Act and relevant rules made thereunder, for the merger of ALPS with MHASL with the rationale of further leveraging & utilizing the strengths of both the entities, accelerating the realization of identified synergies, bringing in integrated and coordinated business approach and improving organizational capability.

On June 16, 2023 Hon’ble National Company Law Tribunal (“NCLT”), Mumbai Bench, has passed an order and directed the Transferor and Transferee companies to serve notices to statutory authorities viz. Regional Director, Registrar of Companies, Income Tax authorities, GST authorities and Official liquidator. In compliance with said NCLT order, Transferor and Transferee have duly served notices to statutory authorities and filed an affidavit of service with the NCLT.

Re-classification of kayak from ‘Promoter’ to ‘Public’ Category

On September 30, 2022, the Company had received a request letter from Kayak Investments Holding Pte. Ltd. (“Kayak”) seeking re-classification from ‘Promoter’ to ‘Public’ category in accordance with the SEBI Listing Regulations since Kayak had divested its entire stake held in the Company and exercising no control over the Company whatsoever.

The Board in its meeting held on November 1, 2022, noted the request submitted by Kayak and in view of the rationale submitted by Kayak, accepted and approved the said reclassification request, subject to the approval of stock exchanges i.e. National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) and such other approvals/confirmation, if any, as may be necessary and required for said purpose.

The Company has filed application with stock exchanges i.e. NSE and BSE seeking their approval for re-classification of Kayak from ‘Promoter’ to ‘Public’ category and the same is pending for approval as on date of this report.

Voluntary Liquidation of Saket City Hospitals Limited

The Board of Saket City Hospitals Limited (“SCHL”) in its meeting held on June 16, 2022, and shareholders in their meeting held on June 20, 2022, have approved voluntary liquidation of SCHL under the provisions of Insolvency and Bankruptcy Code, 2016, wherein the business undertaking of SCHL was sought to be distributed to its shareholder i.e., the Company, on a going concern basis.

Thereafter, Liquidator of SCHL, had distributed the entire business undertaking of SCHL to the Company on a going concern basis with effect from close of business hours on August 31, 2022 and has issued a Letter of Distribution dated August 31, 2022 in this regard. Accordingly, the business operations of SCHL have been consolidated with the Company with effect from close of business hours on August 31, 2022.

Post voluntary liquidation and distribution of business undertaking on ongoing basis, the petition for dissolution has been filed with Hon’ble NCLT, Mumbai Bench on March 22, 2023 which is pending final approval from Hon’ble NCLT as on date of this report.

Land Acquisition

Pursuant to approval of the Board accorded on October 4, 2021, the Company purchased two parcels of land admeasuring ~ 5.26 acres and ~ 6.11 acres, located in Gurugram at Sector 56 and 53 respectively, which were offered to the Company for allotment on freehold basis for setting up two hospitals, following acceptance of its bids made under e-auction of institutional properties arranged by Haryana Shehri Vikas Pradhikaran (“HSVP”). Subsequently, vacant physical possession of land was given to the Company on February 23, 2022.

Thereafter, the allotment ~ 6.11 acres of land at sector 53 was unilaterally cancelled by HSVP, on the grounds that a part of the land (measuring 2.58 acre) could not be transferred by the previous developer/ land owner (“party”) to HSVP as stipulated in the license granted by HSVP to such party earlier. The above cancellation of the allotment of the land by HSVP was followed by a refund towards cost of land earlier paid by the Company and interest accrued thereon upto the date of cancellation.

The Company has challenged the unilateral and arbitrary cancellation of allotment of the land by HSVP in the Hon’ble Punjab and Haryana High Court since it is in violation of allotment letter. The Hon’ble High Court has admitted the petition and directed all parties to maintain status quo. The Company is seeking appropriate legal recourse for revocation of cancellation notice and restoration of the allotment of said land by HSVP.

Expansion of bed capacity at Dr. Balabhai Nanavati Hospital

The Board in its meeting held on December 15, 2022 had accorded approval for funding (in one or more tranches) of wholly owned subsidiary i.e. MHASL, by way of loan or deposit or investment in its securities etc. up to H 300 Crore to partly finance the cost

of Phase-1 expansion of bed capacity from existing 367 to 602 beds (census and non-census) at Dr. Balabhai Nanavati Hospital, a managed healthcare facility (“BNH”). Phase-1 expansion of BNH is expected to be completed in the year of 2025.

Land Purchase by wholly-owned subsidiary (Post FY 2022-23)

On May 12, 2023, Crosslay Remedies Limited (“CRL”), has entered into an ‘agreement to sell’ for acquisition of land and building admeasuring 4,000 square meters situated in Uttar Pradesh subject to fulfilment of certain conditions precedents post which CRL shall enter into definitive agreements.

Acquisition of Equity stake in Eqova Healthcare Private Limited (Post FY 2022-23)

At the beginning of the FY 2022-23, the Company held 26% equity stake in Eqova Healthcare Private Limited (“Eqova”) with right to appoint majority of directors on the Board of Eqova. The Company had entered into an escrow arrangement for acquisition of additional 34% stake by way of a put & call option linked to achievement of certain milestones. In April 2023, put option was exercised by a shareholder of Eqova and consequently, additional 34% stake was acquired on April 13, 2023 on remittance of funds held in escrow towards consideration for the put option exercised by such shareholder. The Company has right to appoint majority of directors on the Board of Eqova and holds 60% of the paid up equity share capital of Eqova post acquisition on April 13, 2023.

Share Capital

Authorised Capital

During FY 2022-23, there was no change in the authorised share capital of the Company. As on March 31, 2023, authorised share capital of the Company stood at H 1385,00,00,000 divided into 126,00,00,000 ordinary equity shares having a nominal value of H 10 each and 12,50,00,000 cumulative preference shares having a nominal value of H 10 each.

Issued, Subscribed and Paid-up Capital

During the FY 2022-23, 13,09,370 equity shares were allotted to 61 eligible employees upon exercise of options granted to them under Max Healthcare Institute Limited- Employee Stock Option Plan 2020.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up share capital of the Company as on March 31, 2023 was H 970,92,28,250 comprising of 97,09,22,825 equity shares of face value of H 10/- each fully paid-up.

Employees Stock Option Schemes

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company’s objectives, and promote increased participation by them in the growth of the Company. The Company has two active Employee Stock Option Schemes viz. Employee Stock Option Scheme - 2020 (“ESOP Scheme - 2020”) and Employee Stock Option Scheme - 2022 (“ESOP Scheme - 2022”).

• ESOP scheme - 2020

Pursuant to approval accorded by the Board and members of the Company on September 1, 2020 and September 29,

2020 respectively, ESOP Scheme - 2020 was introduced to issue and allot equity shares to the eligible employees.

The total number of stock options that can be granted pursuant to ESOP Scheme - 2020 is 66,45,150 options in respect of 66,45,150 equity shares. The Company has received approvals from time to time from stock exchanges

i.e. BSE and NSE under SEBI Listing Regulations for the listing of the equity shares allotted pursuant to ESOP Scheme - 2020.

As on March 31, 2023, 49,77,819 equity shares have been allotted to eligible grantees on exercise of the options granted to them pursuant to ESOP Scheme 2020. Further, 5,06,771 equity shares have been allotted after the close of FY 2022-23 till the date of this report to eligible grantees on exercise of the options.

• ESOP Scheme - 2022

Pursuant to approval accorded by the Board and members of the Company on August 31, 2022 and September 26, 2022 respectively, ESOP Scheme - 2022 was introduced to issue and allot equity shares to the eligible employees.

The total number of stock options that can be granted pursuant to ESOP Scheme - 2022 is 1,06,65,978 options in respect of 1,06,65,978 equity shares.

As on March 31, 2023, no options have been vested under ESOP Scheme - 2022 and consequently, no allotment of shares was done under the ESOP Scheme - 2022.

ESOP Scheme - 2020 and ESOP Scheme - 2022 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations 2021”), as amended from time to time and earlier SEBI regulations, if applicable and related resolutions passed by the members of the Company on September 29, 2020 and September 26, 2022, respectively. During the FY 2022-23, no changes have been made in ESOP Scheme - 2020 and ESOP Scheme - 2022.

The Company has obtained certificate(s) from Secretarial Auditors confirming that ESOP Scheme - 2020 and ESOP Scheme - 2022 have been implemented in accordance with the SEBI SBEB Regulations 2021 and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members of the Company at the registered office and through electronic mode during business hours of the Company.

A statement containing relevant disclosures for ESOP Scheme - 2020 and ESOP Scheme - 2022 pursuant to rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and regulation 14 of the SEBI SBEB Regulations

2021 is available on the website of the Company at www.maxhealthcare.in/investors/corporate-governance.

• Phantom Stock Plan - 2017

Prior to listing of securities of the Company on stock exchanges i.e. NSE and BSE, pursuant to a resolution dated August 4, 2017 passed by the Board and resolution dated September 29, 2017 passed by the members, approval was accorded to Phantom Stock Plan - 2017 (“MHILPSP”) to offer, issue and allot phantom stock options to eligible employees of the Company and its subsidiaries. MHILPSP included cash settled rights wherein the employees of the Company were entitled to cash compensation based on the Company’s fair value. MHILPSP does not entail issuance of any form of stocks or securities and is designed to draw benefits from the positive growth and appreciation in the enterprise value of the Company which means the grantee shall benefit by way of settlement of appreciation through cash outlays.

The total number of options granted pursuant to MHILPSP is 59,34,298. Out of the granted options, an aggregate of 26,00,460 options have been vested, 18,80,244 options have been exercised, 40,54,054 options have been lapsed / Forfeited / Surrendered. The more details are mentioned in Note No. 31.04 to Standalone Financial Statements forms part of the Annual Report.

Subsidiaries, Joint ventures and Associates

Subsidiaries

As at March 31, 2023, the Company has 9 (nine) subsidiaries including one step down subsidiary. During the year under review, the Board regularly reviewed the affairs of the subsidiaries.

In accordance with section 129(3) of the Act, the Company has prepared the consolidated financial statements, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed format AOC-1 forms part of the Annual Report and therefore, not repeated in this report to avoid duplication. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 35.17 of the consolidated financial statements form part of the Annual Report.

In accordance with section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiaries, are available on Company’s website at https://www.maxhealthcare.in/investors/financial-reports and are available for inspection at the Company’s registered office or through electronic mode. Further, the same will also be available electronically for inspection by the members during the AGM and the physical copies of the same will also be made available to the members of the Company upon request.

In terms of SEBI Listing Regulations, the Company has a policy in place for determining “material subsidiary”. The said policy is available on the website viz. www.maxhealthcare.in/investors/ corporate-governance. In terms of regulation 16(1)(c) of the SEBI Listing Regulations, Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds 10% (ten percent) of the

consolidated income or net worth, respectively, of the company and its subsidiaries in the immediately preceding accounting year. Further, in terms of Regulation 24(1) of the SEBI Listing Regulations, at least one independent director on the Board of the company shall be a director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose income or net worth exceeds 20% (twenty percent) of the consolidated income or net worth respectively, of the company and its subsidiaries in the immediately preceding accounting year.

Based on the audited financials of the Company for FY 2022-23, Hometrail Buildtech Private Limited and Crosslay Remedies Limited, wholly-owned subsidiaries, have been identified as material subsidiaries of the Company for FY 202324 in terms of regulation 16(1)(c) of SEBI Listing Regulations. Further, no subsidiary of the Company fulfills the criteria prescribed under regulation 24(1) of SEBI Listing Regulations.

Brief description about subsidiaries of the Company as on March 31, 2023 is given below:

• Hometrail Buildtech Private Limited

Hometrail Buildtech Private Limited (“HBPL”) was incorporated on April 21, 2008 and having its registered office at N-110, Panchsheel Park, New Delhi - 110 017. HBPL is a wholly owned subsidiary of the Company.

Pursuant to the concession agreement(s) executed with the government of Punjab, HBPL is currently running and operating two hospitals viz. Max Super Speciality Hospital, Bhatinda (“Max Bhatinda”) and Max Super Speciality Hospital, Mohali (“Max Mohali”) under the public private partnership and provides high end medical care to residents of Tricity of Chandigarh, Mohali, Panchkula and in the industrial town of Bathinda, Punjab. Both the hospitals also provide cancer care to the community and contribute a share of their revenues to Govt. of Punjab under the Concession Agreement.

Max Bhatinda is a 200 bedded hospital offering key specialties such as Cardiac Sciences, Critical Care, Oncology, Nephrology, Pulmonology, Urology, General Surgery, Gastroenterology, Ophthalmology and Orthopaedics. It is equipped with catheterisation laboratory, Operating Theatres, oncology equipment like LINAC for radiotherapy, MRI and CT scan machines.

Max Mohali is a 220 bedded hospital offering key specialties such as cardiac sciences, critical care, oncology, kidney transplants, nephrology, pulmonology, urology, general surgery, gastroenterology and orthopaedics. It is equipped with catheterisation laboratory, operating theatres with High Efficiency Particulate Air, Electronic Health Record, oncology equipment like linear accelerator for radiotherapy, 3 Tesla MRI, CT scan machines and PET CT Scanner. The board of directors of HBPL had earlier in January 14, 2022 approved an expansion plan by way of construction of a new tower for ramping up the bed strength of Mohali Hospital from 220 to ~390 beds pursuant to allotment of additional land by note Govt of Punjab.

During the year ended March 31, 2023, HBPL made a profit after tax (“PAT”) of H 87.63 Crore and a total comprehensive income of H 87.67 Crore.

• Alps Hospital Limited

Alps Hospital Limited (“Alps”) was incorporated on May 26, 1989 and having its registered office at 401, 4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai - 400 056. ALPS is a wholly owned subsidiary of the Company.

Alps focuses on establishing, maintaining and running a 94 bedded hospital in Gurugram, Haryana (“Max Gurugram”). It is a community hospital offering high end care in maternity and family welfare centres, general surgery, ENT, internal medicine, neuro sciences, orthopedics, medical oncology, in addition to diagnostic and emergency care. Also, in order to effectively manage radiology services and to provide the services round the clock cover, during the FY 2022-23, Alps has outsourced its radiology and related services to SCHL.

Alps, consequent to approval of its Board in August, 2021, raised funds from the existing shareholders by way of issue of 6,83,990 equity shares of H 10 each at a premium of H 721, for an aggregate amount of ~ H 50 Crore for general corporate purpose. Alps later acquired 100% stake in ET Planners Private Limited - a company having exclusive right to aid development of and provide medical services in a 500 bedded hospital in South Delhi to be built on 3.5 acres of land situated between two of Max network facilities at Saket and owned by Vikrant Children Foundation and Research Centre. The acquisition was completed on August 27, 2021 for an aggregate consideration of ~H 61 Crore and accordingly, ET Planners has become step down wholly-owned subsidiary of the Company.

During the year ended March 31, 2023, ALPS made a PAT of H 35.69 Crore and a total comprehensive income of H 35.74 Crore.

• ET Planners Private Limited

ET Planners Private Limited (“ET Planners”) was incorporated on September 26, 2017 and having its registered office at N-110, Panchsheel Park, New Delhi - 110 017. Alps owns 100% equity shares (i.e. 10,000 equity shares of face value of H 10 each) of ET Planners and accordingly, it is a step down wholly owned subsidiary of the Company w.e.f. August 27, 2021. The details relating to arrangement between ET Planners and Vikrant Children Foundation and Research Centre have been provided in the above para under ALPS.

During the year ended March 31, 2023, ET Planners reported a net loss of H 2.57 Crore and a total comprehensive loss of H 2.57 Crore.

• Crosslay Remedies Limited

Crosslay Remedies Limited (“CRL”) was incorporated on January 8, 2002 and having its registered office at N - 110, Panchsheel Park, New Delhi-110017. CRL is a wholly owned subsidiary of the Company. CRL owns and currently operates Max Super Speciality Hospital, Vaishali (“Max

Vaishali”) and Max Multi Speciality Centre, Noida.

CRL provides care in all medical facilities under one umbrella including oncology, neurology, orthopaedics and joint replacement, general surgery, pediatric, OBS and gynaecology, cardiology & cardiothoracic surgery, emergency & critical care, gastroenterology etc.

At the beginning of FY 2022-23, the Company held 99.90% equity stake in CRL and subsequently, on June 3, 2022, after completion of the acquisition of balance equity shares from remaining shareholders of CRL pursuant to the share purchase agreement dated January 15, 2020, the holding of the Company increased to 100% equity stake in CRL to make it wholly-owned subsidiary of the Company.

During the year under review, CRL recorded a total operational income of H 654.01 Crore registering a growth of 14.2% over the previous year and recorded a PAT of H 149.93 Crore.

• Max Hospitals and Allied Services Limited

Max Hospitals and Allied Services Limited (“MHASL”) (formerly known as Radiant Life Care Mumbai Private Limited) was incorporated on May 21, 2014 and having its registered office at 401, 4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai - 400 056. MHASL is a wholly owned subsidiary of the Company.

MHASL is engaged in the business of setting up, maintaining and operating hospitals, nursing institutes and homes, clinics and medical centres, offering medical facilities and speciality medical units in existing hospitals, nursing homes and medical centres and operate or manage them and also to provide education in the medical and pharmaceutical fields.

MHASL is having a long-term operations and management agreement dated July 16, 2014, with Dr. Balabhai Nanavati Hospital (a society registered under the Societies Registration Act, 1860 and a public charitable trust registered under the Maharashtra Public Trusts Act, 1950) for operating and managing a 328 bedded super speciality hospital i.e. Nanavati Max Super Speciality Hospital, situated at Vile Parle (West), Mumbai, Maharashtra. The agreement is valid for a period of 29 years and MHASL is entitled to fair value of the hospital at the end of tenure in case it is not able to match the bids by other player under the Right to First refusal.

The Company purchased remaining 100 equity shares of MHASL from other shareholder in January 2022 and accordingly, MHASL is a wholly owned subsidiary of the Company w.e.f. January 28, 2022.

The Company has incurred loss before tax of H 7.72 Crore during the year compared to previous year losses before tax of H 3.99 Crore.

• Max Lab Limited

Max Lab Limited (“Max Lab”) was incorporated on June 2, 2021 and having its registered office at N - 110, Panchsheel

Park, New Delhi-110017. Max Lab is a wholly owned subsidiary of the Company. On September 21, 2022, the Company has made investment of H 15 Crore in Max Lab by subscribing 1,50,00,000 equity shares of H 10 each of Max Lab under rights issue. Max Lab has a paid-up share capital of H 20 Crore as on March 31, 2023. Max Lab was incorporated, inter-alia, to provide range of diagnostic services including pathology lab services to retail and non-captive customers and manage Pathology Laboratories of third-party hospitals.

Max Lab experienced gradual recovery of non-covid business and simultaneously rising trend of RT-PCR volumes and decline in price for tests as notified by the Government from time to time. As on March 31, 2023, Max Lab engaged 966 active clients including 23 at owned collection centres, 300 from partner run collection centres, 155 Phlebotomist at Site (PAS), 200 Pick-up Points (PUP) supported by 28 third party Hospital Lab Management (HLM). Also, footprints of Max Lab have been expanded to 25 cities with strong team of 650 seasoned professionals and trained lab technicians and phlebotomologist.

During the year ended March 31, 2023, Max Lab has reported loss of H 31.30 Crore. The total comprehensive loss is H 31.23 Crore.

• Max Healthcare FZ - LLC, Dubai

Max Healthcare FZ - LLC (“Max Dubai”) was incorporated in Dubai, United Arab Emirates (“UAE”) on July 12, 2021 as a wholly owned subsidiary, in order to provide business support and marketing services to its business partners and associates located in the Gulf Co-operation Council region, West Asia, Commonwealth of Independent States, part of Africa and Eastern Europe. As on the date of this Board’s Report, the Company has invested 27,50,000 UAE Dirham (“AED”) (in aggregate) in Max, Dubai towards capital contribution.

The subsidiary is engaged mainly in intermediary services and helping the network hospitals source international patients through various healthcare facilitators located outside of India.

During the year ended March 31, 2023, Max Dubai reported a revenue of 18,15,679 AED.

• MHC Global Healthcare (Nigeria) Limited, Nigeria

MHC Global Healthcare (Nigeria) Limited (“MGHL”) was incorporated on May 20, 2019 under the Companies and Allied Matters Act, 1990 of Nigeria, as a wholly owned subsidiary of the Company and having its registered office at Kresta Laurel Complex, 4^th Floor, 376, Ikorodu Road, Maryland, Ikeja, Lagos, Nigeria.

MGHL was incorporated in Lagos, Nigeria in line with Company’s international strategy to serve an increasing number of patients from abroad through which we aim to provide consultation services to patients and assess whether the patient needs to be brought to India for surgery

or operations. MGHL has not commenced its operations as at March 31, 2023.

MGHL was incorporated with authorised share capital of 100 Million Naira consisting of 100,00,000 ordinary shares of 10 Naira each. MHIL has made an investment for an amount upto H 1.93 Crore in MGHL, by way of subscription towards fresh issue of 1,00,00,000 equity shares of MGHL.

• Eqova Healthcare Private Limited

Eqova Healthcare Private Limited (“Eqova”) was incorporated on February 24, 2021 having its registered office at N-110, Panchsheel Park New Delhi - 110017. Eqova is subsidiary of the Company.

Eqova has an agreement with Nirogi Charitable and Medical Research Trust - a society registered under the Societies Registration Act 1860, in the form of an exclusive and long-term Medical Services Agreement under which it has exclusive rights to aid development of and provide medical services to a ~400 bed hospital to be built on a parcel of 2.1 acres of land located at Patparganj, New Delhi & owned by the Society. Under phase-1, 250 beds will be commissioned in FY 2025-26 and this hospital will have high end medical program such as oncology, organ transplant and other multi-disciplinary care in the area of cardiac sciences, neurosciences, renal sciences, etc. This hospital, once fully operational, shall directly employ ~2,000 people and provide free treatment to ~60,000 patients belonging to the economically weaker section annually in its in-patient and outpatient departments.

During the year ended March 31, 2023, Eqova has reported a net loss of H 2.47 Crore.

Entity ceased to be a subsidiary

• Saket City Hospitals Limited

SCHL was incorporated on January 8, 1991. SCHL was wholly owned subsidiary of the Company. During the FY 2022-23, the Board of SCHL and its shareholder had approved voluntary liquidation of SCHL under section 59 of Insolvency and Bankruptcy Code, 2016 in order to consolidate the operations of SCHL with the Company to unleash operational efficiencies and other synergies. On August 31, 2022, the liquidator of SCHL distributed the entire business undertaking of SCHL to the Company on a going concern basis, with effect from close of business hours on August 31, 2022.

Post voluntary liquidation and distribution of business undertaking on ongoing basis, the petition for dissolution has been filed with Hon’ble NCLT, Mumbai Bench on March 22, 2023 which is pending final approval from Hon’ble NCLT as on date of this report.

Joint Ventures and Associates

The Company does not have any Joint Venture and/or Associate

company.

International presence

Kenya

The Nairobi branch office continued to play a stellar role in representing the Company as a provider of high-end medical care to medical value travelers from Kenya. The Nairobi office has been focusing on promoting high-end tertiary and quaternary care services including Bone Marrow Transplants, Liver Transplants and Pediatric Cardiac Surgeries. The Company has been able to add more partners and also expand its footprint in cities like Mombasa, Kisi, Kisumu and El-Doret. We are now able to reach patients in these cities and facilitate their travel to India for treatment of complex medical conditions.

United Arab Emirates

The office in Dubai, UAE has been able to make a mark for itself in the UAE. The Dubai office has been focusing on the large Indian diaspora based in UAE as the initial set of patients who might travel to India. The UAE office has entered into tie-ups with local insurance companies to provide cashless services to their beneficiaries, while being treated at Max Hospitals in India. They have also reached out to local corporates, healthcare facilitators, charitable organisations funding treatment of indigent patients and the government departments facilitating treatment abroad.

The Dubai office is now engaging with other expat communities based in Dubai, particularly the African diaspora.

It is also actively exploring tie-ups with local hospitals in Dubai for patient referrals.

Nigeria

MHIL’s office in Lagos, Nigeria helps patients seek medical treatments in India. The office has been able to build trust and confidence amongst the local Nigerians in assisting them access world-class healthcare in India. The office assists the patients with medical opinions from Max clinicians, video-consults, visa assistance and connecting them with the hospital teams in India. The office has been able to build excellent relationships with various healthcare facilitators, government institutions and PSU’s, as well as large hospitals for patient referrals to various Max Hospitals. The office in Lagos is now exploring patient referral opportunities in other regions of Nigeria as well.

Ethiopia

With a focus on Neurology, Oncology, Transplant surgeries (including bone and kidney transplants), and Orthopaedics, the Ethiopia office in Addis Ababa provides assistance to patients seeking medical treatment in India. The client base includes corporate organisations, local hospitals, and direct patients, reflecting the broad reach and diverse partnerships established by the Company in Ethiopia. By collaborating with corporate entities and hospitals, the office is able to extend its services to a wider population, ensuring access to high-quality healthcare to those in need.

Oman

MHIL’s Oman office in Muscat works closely with the Treatment Abroad department of the Ministry of Health, Government of

Oman. The office assists residents of Oman in seeking medical care in Neurology, Orthopaedics, Liver Transplants (Adult & Paediatrics), Bone Marrow Transplants, and Neuro Rehabilitation in India. This diverse range of specialities ensures that patients with complex medical conditions receive comprehensive and holistic treatment in India. The office caters to a wide range of clients including insurance companies, charities and NGOs, local hospitals, and local medical travel companies. By collaborating with these entities and through its very active presence in Oman, the Compny has been able to establish itself as a preferred destination for Omanis wishing to travel abroad for medical travel.

Nepal

Patients from Nepal can avail exceptional medical care at MHIL in India. The Nepal office based in Kathmandu helps patients in seeking information regarding treatments in various specialities including Oncology, Orthopaedics, Liver Transplants, Kidney Transplants, Urology, and Neurology. Patients from Nepal are now able to easily access comprehensive and cutting-edge treatments for a wide range of medical conditions at MHIL in India. The client base of the Nepal office includes corporates, local medical tourism companies and numerous small and large hospitals.

Uzbekistan

The office located in Tashkent, Uzbekistan works closely with numerous healthcare facilitators located not only in Tashkent but also in different regions of the country. The Company has been able to reach disparate regions of the country and help to patients access high-end healthcare services. With a focus on Oncology, Liver Transplants, and Neurology, the office assists patients in Uzbekistan for advanced treatments and interventions for complex medical conditions in India.

Myanmar

The Myanmar office located in Yangoon, assists in providing information on advanced treatment interventions in Oncology, Paediatric Cardiac Care, Liver Transplantation, and Kidney Transplantation in India. The clientele of the Myanmar office primarily consists of local medical tourism companies and domestic hospitals. The office has been steadily building the reputation of the Company as one of the finest healthcare destination in South East Asia. The office plans to extend its operations in Mandalay and other parts of Myanmar later in the year.

Board and its Committees

Meetings of the Board

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving several proposals through resolution by circulation from time to time.

26, 2022, approved the re-appointment of Mr. Soi as Chairman and Managing Director, not liable to retire by rotation.

• Mr. Anil Kumar Bhatnagar

The Board of the Company at its meeting held on August 31, 2022, based on the recommendation of the nomination and remuneration committee (“NRC”) approved the appointment of Mr. Anil Kumar Bhatnagar (DIN: 09716726), as an additional director in the category of non-executive director, subject to approval of members of the Company. Subsequently, members of the Company at the 21^st AGM held on September 26, 2022, approved the appointment of Mr. Bhatnagar as a non-executive director, liable to retire by rotation.

• Mr. Narayan K. Seshadri (Post FY 2022-23)

The Board of the Company at its meeting held on May 16, 2023, based on the recommendation of the NRC approved the appointment of Mr. Narayan K. Seshadri (DIN: 00053563), as an additional director in the category of non-executive director for a term of 3 (three) consecutive years with effect from May 16, 2023, subject to approval of members of the Company. Subsequently, the Company initiated the postal ballot for seeking approval of the members of the Company for appointment and remuneration payable to Mr. Seshadri. The results of the postal ballot will be announced on or before August 17, 2023.

Cessations

• Mr. Gaurav Trehan

Mr. Gaurav Trehan (DIN: 03467781) resigned from the position of Non-Executive Director of the Company with effect from close of business hours on August 24, 2022. Mr. Trehan was appointed on the Board as a nominee of Kayak. Since, Kayak had divested its entire stake held in the Company by August 25, 2022, Mr. Trehan resigned from office of director of the Company. The Board placed on record its appreciation for the invaluable contribution made by Mr. Trehan during the course of his tenure as director.

• Mr. Prashant Kumar

Mr. Prashant Kumar (DIN: 08342577), nominated by Kayak, liable to retire by rotation at last AGM held on September 26, 2022, did not seek re-appointment as Kayak had divested its entire stake held in the Company by August 25, 2022. Consequently, Mr. Kumar ceased to be a Non-Executive Director with effect from September 26, 2022. The Board placed on record its appreciation for the invaluable contribution made by Mr. Kumar during the course of his tenure as director.

• Ms. Harmeen Mehta (Post FY 2022-23)

Ms. Harmeen Mehta (DIN: 02274379) ceased to be Independent Director of the Company with effect from April 14, 2023 consequent to her resignation due to personal reasons. The Board placed on record its appreciation for the invaluable contribution made by Ms. Mehta during the course of her tenure as Director.

During the FY 2022-23, the Board met 8 (eight) times on April 11, 2022, May 25, 2022, August 10, 2022, August 31, 2022, November 1, 2022, December 15, 2022, February 2, 2023 and March 16, 2023. The intervening gap between the two consecutive Board meetings was within the period prescribed under the provisions of section 173 of the Act and regulation 17 of the SEBI Listing Regulations. The details of the meetings and the attendance of the directors are mentioned in the report on Corporate Governance which forms part of this Annual Report.

Committees of the Board

The Company has the following 7 (Seven) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit and Risk Management Committee, which also acts as Risk Management Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Business Responsibility and Sustainability Committee

6. Restructuring Committee

7. Debenture Committee

The composition, terms of reference and number of meetings held by the Committees are mentioned in the Report on Corporate Governance which forms part of the Annual Report.

During the FY 2022-23, all the recommendations made by Board committees, including the Audit and Risk Management Committee, were accepted by the Board.

Directors & Key Managerial Personnel

Directors

Appointments

• Mr. Pranav Amin

The Board of the Company at its meeting held on August 10, 2022, based on the recommendation of NRC approved the appointment of Mr. Pranav Amin (DIN: 00245099), as an additional director in the category of independent director, subject to approval of members of the Company. Subsequently, members of the Company at the 21^st AGM held on September 26, 2022, approved the appointment of Mr. Amin as an independent Director for a term of 5 (five) years from August 10, 2022 to August 9, 2027.

• Mr. Abhay Soi

The Board of the Company at its meeting held on August 31, 2022, based on the recommendation of the NRC approved the re-appointment of Mr. Abhay Soi (DIN-00203597), as Chairman and Managing Director of the Company for a term of 5 (five) years with effect from June 19, 2023, subject to approval of members of the Company. Subsequently, members of the Company at the 21^st AGM held on September

Director liable to retire by rotation

• Mr. Anil Kumar Bhatnagar

As per the provisions of the Act, Mr. Anil Kumar Bhatnagar (DIN: 09716726), Non-Executive director of the Company is liable to retire by rotation at the ensuing 22^nd AGM and being eligible, seeks re-appointment. Based on performance evaluation and the recommendation of NRC, the Board recommends his re-appointment. Brief profile of Mr. Bhatnagar is provided in the Notice of ensuing 22^nd AGM. Appropriate resolution for his re-appointment is being placed for the approval of the members of the Company at the ensuing 22^nd AGM. Further, a proposal to fix tenure of Mr. Anil Kumar Bhatnagar for a period of 3 (three) years with effect from October 1, 2023 is being placed before the members at the ensuing 22^nd AGM for their approval.

In the opinion of the Board, all the directors, including the directors appointed during the FY 2022-23, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Brief resume, nature of expertise, disclosure of relationship between directors, inter-se, details of directorships and committee memberships held in other companies of the directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard - 2 and regulation 36 of the SEBI Listing Regulations, forms part of notice of the 22^nd AGM.

Key Managerial Personnel

Appointment

• Mr. Dhiraj Aroraa

The Board, on the recommendation of NRC, has appointed Mr. Dhiraj Aroraa as SVP - Company Secretary & Compliance Officer of the Company with effect from February 3, 2023.

Cessation

• Ms. Ruchi Mahajan

Ms. Ruchi Mahajan resigned as the SVP - Company Secretary & Compliance Officer of the Company with effect from close of business hours on November 1, 2022, on account of personal reasons. The Board placed on record its appreciation for the invaluable contribution made by Ms. Ruchi during the course of her service.

Consequent to the resignation of Ms. Ruchi Mahajan, the Board had designated Mr. Rakesh Kumar Kaushik, Director-Legal and Corporate Affairs as an interim compliance officer of the Company with effect from November 2, 2022. Mr. Kaushik ceased to be interim compliance officer with effect from close of business hours on February 2, 2023.

Pursuant to the provisions of section 203 of the Act, Mr. Abhay Soi, Chairman and Managing Director, Mr. Yogesh Kumar Sareen, Senior Director & Chief Financial Officer, Mr. Dhiraj Aroraa, SVP-Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2023.

Declaration by Independent Directors

Independent Directors have submitted their declaration of independence, stating that:

(i) they continue to fulfil the criteria of independence as required pursuant to section 149(6) read with schedule IV of the Act and regulation 16 of the SEBI Listing Regulations;

(ii) they have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations;

(iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

(iv) there has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in schedule IV to the Act. In the Board’s opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct. Independent Directors have also confirmed that they have registered their names in the independent directors’ databank with the Indian Institute of Corporate Affairs.

Directors’ Responsibility Statement

Pursuant to clause (c) of sub-section (3) of section 134 of the Act, it is confirmed that:

(a) in the preparation of the Annual Accounts for the period under review, the applicable accounting standards have been followed along with proper explanations relating to material departures therefrom, if any;

(b) the selection and application of accounting policies were assessed for their consistent application and judgements and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of the affairs of your Company at the end of the financial year and of the profit of your Company for the financial year ended March 31, 2023;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

Overview of evaluation framework and criteria: S. Category Criteria No 1 Board of Board structure, composition, diversity, Directors experience, competencies, performance of specific duties and obligations, quality of decision making, board practices, regular meetings, healthy discussions, active participation, risk management, open for new ideas and practices, appropriate succession planning and overall effectiveness of Board as a whole.
2	Board Committees	Optimum composition, effectiveness of Committee in terms of well-defined charters & powers, regular meetings, healthy discussions, information-flow with the Board in terms of reporting and due consideration of Committees'' decisions, findings after seeking input from the Committee members and recommendations at the Board level, effective and efficient discharge of duties.
3	Individual Directors	Requisite qualification, skills and experience, understanding of the Company''s business, its market and its goals along with roles and responsibilities, ability to express disagreement & divergent views and independent judgement, open to new ideas and views from other members, confidentiality and adherence to legal obligations and Company''s code of conduct.
4	Chairman and Managing Director	Leadership development, Board management, developing and delivering the Company''s strategy and business plans, encouragement to effective and open communication and active engagement.
5	Independent Directors	Besides the criteria mentioned in point no. 3 above, the following are additional criteria: • Independence criteria and conflict of interest; • Providing external expertise and independent judgement that contributes to Board''s deliberations, strategy and performance.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination, Remuneration and Board Diversity policy in terms of the section 178 of the Act. The policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel (“KMP”) and senior management personnel of the Company. The policy also provides guidance on diversity at Board level. The Nomination, Remuneration and Board Diversity Policy of the Company is available on the website of the Company at www.maxhealthcare. in/investors/corporate-governance. No changes were carried out in aforesaid policy during FY 2022-23.

The NRC has also developed the criteria for, inter-alia, determining the qualifications, positive attributes and independence of Directors. It takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages.

The Board members affirm that the remuneration paid to the directors, KMPs, Senior Management is as per the Nomination, Remuneration and Board Diversity Policy of the Company.

The salient features of the Nomination, Remuneration and Board Diversity Policy are as under:

• Represents the approach of the Company for remuneration of Directors, Senior Management and other employees;

• Sets out the approach to have a diversity on the Board of the Company in terms of gender, age, cultural, educational background, profession, experience, skills, knowledge etc.;

• Compensation of Directors, KMPs, Senior Management and other employees is based on the following principles;

(a) Aligning key executive and Board remuneration with the long-term interests of the Company and its shareholders;

(b) Linked to long-term strategy as well as annual business performance of the Company;

(c) Minimising complexity and ensuring transparency;

(d) Promoting a culture of meritocracy and linked to key performance and business drivers; and

(e) Reflective of line expertise and market competitiveness so as to attract the best talent.

Board Evaluation

One of the key functions of the Board is to monitor and review the Board evaluation framework. Pursuant to applicable provisions of the Act and SEBI Listing Regulations, the Board, in consultation with NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board, its Committees, Chairperson and Individual Directors, including Independent Directors.

Evaluation Process

• Structured questionnaire covering aforementioned aspects were shared with the Directors;

• Directors submitted their response in questionnaire shared on a scale of 1 (strongly disagree) to 5 (strongly agree) and evaluated performance of Board, its committees and individual directors, including Chairman of the Board;

• The independent directors met separately on May 16, 2023, without the presence of non-independent directors and discussed, inter-alia, the performance of non-independent directors and Board as a whole and the performance of the Chairman of the Company. They have also assessed

the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

• The NRC has also carried out evaluation of each Director’s performance. The performance evaluation of Independent Directors has been done by the entire Board, excluding concerned Director being evaluated and decision has been taken/ recommended accordingly;

Outcome of Evaluation

All Directors participated and completed the performance evaluation process for FY 2022-23. Following is summary of outcome of evaluation:

• The results of evaluation were shared with the Board, Chairman of respective Committees;

• The directors expressed their satisfaction with the evaluation process;

• The results of evaluation showed high level of commitment and engagement of Board, its various committees and management; and

• The evaluation process has reaffirmed the Board members’ trust in the Company’s ethical standards, the Board and management’s ability to steer the Company during the FY 2022-23, the positive rapport between the Board and management, and the management’s transparency in providing essential strategic information well in time to facilitate the Board’s fulfillment of their responsibilities and fiduciary duties;

Internal Financial Controls

The Company has a robust and well embedded system of internal controls facilitated through appropriate IT system and workflows, which are reviewed and upgraded based on risk control testing performed from time to time. Comprehensive policies, guidelines and procedures are laid down for all business processes and these are accessible to the concerned employees through the designated web page. The internal control system has been designed to ensure that financial and

other records are reliable for preparing financial and other statements, management reporting for business performance management and for maintaining accountability of assets.

An extensive risk-based programme of concurrent audits, internal audits, theme-based audits, exceptional reporting and IT based transaction controls, coupled with constant management reviews and dash boarding of data, provide assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit and Risk Management Committee (“A&RMC”) periodically, including the high and medium risk observations emanating from such audits. Further, A&RMC also monitors the status of management actions emanating from internal audit reviews. Even the Internal Audit function and its processes are subjected to audit by third party experts, on periodical basis.

During the year under review, above controls were assessed and no reportable material weaknesses in the design or operation were observed. The Statutory Auditor of the Company during the course of their audit did not find any material weakness in controls and / or misstatement resulting from lack of internal controls.

Particulars of Employees and Related Disclosures

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, percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees’ remuneration along with other detail is enclosed as Annexure - I to this report.

The information required under section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is open for inspection by the members at the registered office of the Company or through electronic mode during business hours of the Company up to the date of the ensuing AGM. 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 member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at [e-mail].

Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company strongly believes in providing a safe and harassment free workplace for every individual working here through various interventions, policies and practices. The Company has in place a robust policy on prevention of sexual harassment at workplace in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The policy aims at prevention of harassment of all employees of the Company, network hospitals and visitors at these hospitals including off site locations (as defined in the policy) and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to constitution of Internal Complaints Committee (“ICC”) as specified under POSH. There is an ICC at every work locations/hospitals, which is responsible for redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy.

No. of cases reported	No. of cases disposed	No. of cases pending	No. of workshops conducted	No of participants in the workshops
4	4	0	600	3808

Corporate Social Responsibility

In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of the Annual Report.

The Company has adopted a CSR Policy in accordance with the provisions of the Act and rules made thereunder. During FY 2022-23, CSR Policy was amended to align the CSR Policy with Company’s enduring commitment to initiatives in the fields of education, water recharge & rejuvenation and certain other incidental changes. The CSR Policy of the Company outlines its CSR focus areas, guiding principles for CSR activities, identified sectors, reporting mechanism etc.

Updated CSR Policy is available on the website of the Company at https://www.maxhealthcare.in/investors/corporate-governance

As per the CSR Policy, the Company continues its endeavors to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Education and Water recharge & rejuvenation for achieving water neutrality. The Company believes in leaving no one behind as it moves forward. It has been consistent in its efforts towards striving to serve the communities in and around its operations and creating access for healthcare. These have been focused around work in the area of community outreach, energy & emissions and water sustainability.

Annual Report on CSR activities, in the prescribed format, for FY 2022-23 as required under sections 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - II to this report.

Transactions with Related Parties

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 was no related party transaction entered by the Company which might have potential conflict with the interest of the Company at large.

Accordingly, the disclosure of related party transactions 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. 31.10 of Standalone Financial Statements and Note No. 35.10 of Consolidated Financial Statements of the Company.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on

Related Party Transactions, which is available on the website of the Company at www.maxhealthcare.in/investors/corporate-governance.

Auditors and Auditor’s Report

Statutory Auditors

Deloitte Haskins & Sells, Chartered Accountants (“Deloitte”), having Firm Registration No. 015125N, are statutory auditor of the Company who were appointed at 19^th AGM of the Company held on September 29, 2020 for a term of 5 consecutive years until the conclusion of the AGM of the Company to be held in the year 2025. Deloitte has confirmed that it satisfies the independence criteria required under the Act and the code of ethics issued by the Institute of Chartered Accountants of India.

Deloitte has given unmodified opinion on the Company’s standalone and consolidated financial statements for FY 2022-23. The Company continues to adopt best practices to ensure the regime of unmodified Financial Statements.

Auditor’s Report on the standalone and consolidated financial statements of the Company for FY 2022-23 forms part of the Annual Report. The auditor’s report does not contain qualification, reservation or adverse remark which requires explanation.

During the year under review, Deloitte has not reported any fraud committed against the Company by its officers or employees, as required to reported in terms of section 143(12) of the Act read with rules made there under.

The A&RMC of the Company has adopted a Policy on Independence of Statutory Auditors/ Provision of Non-audit Services by Statutory Audit Firm & related matters, in order to ensure the statutory auditor’s independence, objectivity, effectiveness along with criteria for selecting an audit firm which would ordinarily be one of the big four in India. The said policy entails rotation of the audit partner every 5 years while the audit firm may be appointed as the statutory auditor for two terms of 5 years each. The said Policy is hosted on the website of the Company at www.maxhealthcare.in/investors/corporate-governance.

Further, the Company has made downstream investments as per Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and accordingly, the Company has obtained a certificate from Deloitte as required under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

Cost Auditor

In terms of section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to make and maintain the cost accounting records and have them audited every year by a qualified Cost Accountant. The Company has made and maintained the cost accounts and records as required.

The Company has appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditor of the Company for FY

2022-23. The Cost Auditor has submitted their report for the FY 2022-23. The Cost Auditor’s report does not contain qualification, reservation or adverse remark.

Further, upon receipt of certificate confirming their eligibility and willingness for appointment as the Cost Auditor of the Company for FY 2023-24 and based on the recommendation of Audit & Risk Management Committee, M/s. Chandra Wadhwa & Co., has been appointed as Cost Auditor of the Company for FY 2023-24 and remuneration payable to the Cost Auditors will be ratified by the members. Accordingly, the Board recommends the same for approval by members at the forthcoming AGM.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the SEBI Listing Regulations, the Company has appointed M/s. Sanjay Grover & Associates, Company Secretaries, New Delhi (Firm Registration No. P2001DE052900) as the Secretarial Auditor for FY 2022-23. The Secretarial Audit Report for FY 2022-23 is enclosed as Annexure - III to this report. Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

The Company’s unlisted material subsidiaries viz. HBPL and CRL have also undergone Secretarial Audit in terms of regulation 24A of SEBI Listing Regulations. The Secretarial Audit Reports of HBPL and CRL are also annexed herewith as Annexure - IV and Annexure - V, respectively to this report. The Secretarial Audit Reports of these subsidiaries do not contain any qualification, reservation or adverse remark.

Internal Auditor

The Company has in place a robust Internal Audit function and supported by various independent firms. The Internal Audit function also partners with professional firms in the area of fraud investigation, market intelligence, digital forensics, IT audits and with other firms having expertise in certain specific areas on need basis. The audit conducted by Internal Audit team is based on an internal audit plan aligned with risk profile of business operations, which is also reviewed by the A&RMC on annual basis. These audits are based on risk and control based methodology and, inter alia, involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances at all locations of the Company.

The Internal Auditor of the Company reports functionally to the A&RMC of the Company and administratively to Senior Director-Corporate Affairs. He also participates in the meetings of the A&RMC of the Company and shares exceptions report on financial, safety, information security, compliance and reporting risks etc. on a periodic basis with the A&RMC along with recommendations for mitigation plans provided by management.

The Internal Audit function is duly supported by the Internal Audit Charter which, inter-alia, provides for the scope of work

of the internal audit function along with the independence, objectivity, reporting structure, authority and responsibilities of the Internal Audit function. The Company on a periodical basis get a third-party expert to carry out a quality assurance review of the Internal Audit processes. The report is discussed at the meeting of A&RMC in order to improve the effectiveness of Internal Audits.

Internal Audit Charter is hosted on the website of the Company at www.maxhealthcare.in/investors/corporate-qovernance.

Risk Management

The Company has risk management system aimed at identifying, analysing, assessing, mitigating, monitoring risk or potential threat to achievement of its strategic and business objectives covering various aspects of our business, including operations, legal, treasury, regulatory, strategic and financial. A&RMC reviews the mitigation plan for high and critical risks events that may adversely affect the operations and profitability of business and suggest suitable measures to mitigate such risks. The management provides an updated risk heat map to the A&RMC on a periodical basis in order to track the progress on various mitigation plans as well as impact of changes in the internal/ external environment.

The Company’s risk management framework is a combination of formally documented policies in certain areas such as financial, legal and regulatory and an informal approach to risk management in others. The Risk management policy and systems are reviewed on a periodical basis to reflect changes in market conditions and business activities. Detailed disclosure regarding key aspects of risk management is provided in Corporate Governance Report forming part of the Annual Report.

Whistle Blower / Vigil Mechanism

The Company promotes integrity and ethical behaviour in its business activities and has a whistle blower policy in place to provide appropriate avenues to the stakeholders to raise bona-fide concerns relating to unethical and improper practices, irregularities, governance weakness, financial reporting issues or any other wrongful conduct and to prohibit the victimisation of the whistle blowers. Detailed disclosure regarding Whistle Blower Policy / Vigil Mechanism is provided in Corporate Governance Report forming part of the Annual 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 as required under section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - VI to this report.

Annual Return

The Annual Return of the Company in form MGT-7 as required under section 92 and section 134 of the Act read with rule 12 of

in total energy mix and plan to increase it to 60% by FY 2025, aided by measures like rooftop solar installations at Max Vaishali and Max Gurugram. We have also signed an MoU with Avaada Energy for providing solar power to Max Vaishali. To further offset our carbon footprint, we are increasing the green cover around our facilities. We have adopted ISO 14001 (Environment Management System) and Environmental policy.

Social Commitments

We tirelessly strive to serve society, making healthcare accessible to all. Our dedication to patient-centric care, underpinned by a pursuit of service excellence, drives us to not only provide top-notch medical care but also to engage in endeavors that empower marginalised communities, enhance healthcare awareness, and promote community welfare. We conducted over 6,000 diverse community engagement activities in the communities around our hospitals. Ranging from large-scale sanitation campaigns to informative discussions, we collaborated with local bodies, NGOs, and government agencies all aimed at improving the health and wellbeing of community members. Through comprehensive media outreach, we ensure that health-related information reaches far and wide, underscoring our dedication to creating a healthier, more vibrant community. We also focus on fostering empowerment through education initiatives, including hygiene, sanitation, nutrition and preventive health.

Governance Framework

We have implemented a robust corporate governance framework that prioritises ethical business conduct and transparent disclosures. Our governance efforts align with key Sustainable Development Goals (SDGs), including SDG 9 (Industry, Innovation, and Infrastructure), SDG 10 (Reduced Inequalities), and SDG 16 (Peace, Justice, and Strong Institutions). It also enables us to uphold ethical business practices and build trustworthy relationships with stakeholders.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for FY 2022-23, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for FY 2022-23, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act.

the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.maxhealthcare. in/investors/corporate-governance.

Corporate Governance

The Company has complied with the corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliance is provided as Annexure - D of the Corporate Governance Report forming part of the Annual Report.

Statement of Deviation or Variation in Utilisation of Proceeds

The Company had raised funds amounting ~ H 1,200 Crore by issuing equity shares through qualified institutional placement (“QIP”) route on March 9, 2021. The details of utilisation of funds were submitted to stock exchanges in the prescribed format in accordance with SEBI notification dated December 24, 2019 read with regulation 32 of SEBI Listing Regulations, and no deviation/variation was reported during the FY 2022-23, in the utilisation of proceeds as stated under “Use of Proceeds” in the placement document of QIP.

In compliance with regulation 32(7A) of SEBI Listing Regulations, a status report as on March 31, 2023 on utilisation of funds raised through QIP is provided in and forms part of the Corporate Governance Report forming part of the Annual Report.

Environmental, Social and Governance

Our unwavering commitment lies in fostering a sustainable future, integrating fundamental environmental, social, and governance (ESG) principles seamlessly into our core operations. Our ethos of sustainability originates from a profound recognition of our pivotal role in protecting the environment, uplifting the communities, and upholding principles of ethical corporate governance.

Environmental Stewardship

Recognising the impact of our operations on the environment, we focus on sustainable practices and responsible resource management to minimise our ecological footprint. Our comprehensive sustainability roadmap includes critical components such as energy management, GHG emissions management, water management, and waste management. A primary focus lies in mitigating climate change through various strategies.

We are committed to enhance energy efficiency through reduction of per capita energy consumption, largely through operational improvements and technological upgrades. Shifting from diesel to gas-based equipment and implementing electric vehicles for intra-hospital transport signifies our commitment towards this end. We achieved a 33.3% of renewable energy

General

No disclosure or reporting is made in respect of following items,

as there were no transactions during FY 2022-23:

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

• 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;

• There were no amount proposed to be transferred to the general reserves;

• In terms of the provisions of section 73 of the Act read with the relevant rules made thereunder, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2023;

• There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future;

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no instance of onetime settlement with any Bank or Financial Institution;

• There was no revision in the financial statements;

• There was no change in the nature of business;

• There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report;

• There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2023;

• The Chairman & Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries during FY 2022-23. During the FY 2022-23, there were no other whole-time director appointed/holding office in the Company; and

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

Acknowledgement

The Board wish to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during FY 2022-23.

The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees who are part of the Max Healthcare Network and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board Abhay Soi

Place: New Delhi DIN: 00203597

Date: August 7, 2023 Chairman & Managing Director

---

Mar 31, 2022

The earnings before interest depreciation and Amortaisation (EBITDA) stood at INR 546.21 Crore (29.5%) during the year and reflects a marked improvement compared to INR 267.41 Crore (23.5%) in the previous year. Doubled EBITDA during this year is testimony to the trust and patronage enjoyed by the Company of people living in micro-market in which it operates.

Net Profit before tax for the year stood at INR 402.99 Crore and the Net Profit after tax was INR 331.13 Crore. This represents a marked change compared to Net Profit after tax before exceptional items of INR 46.22 Crore for the previous year.

STATE OF COMPANY’S AFFAIRS, OPERATING RESULTS AND PROFITS

The Company continued to scale new heights and has also been successful in laying sound foundation for all round growth in future.

With commencement of operations of Immigration Health Check and Dialysis Service Centre at Mohali in May 2021, the Network now consists of 17 Healthcare Facilities, including eight hospitals and four medical centres in Delhi and NCR region, with the remaining located at Mumbai in Maharashtra, Mohali and Bathinda in Punjab and Dehradun in Uttrakhand.

During the year, the Company acquired two parcels of land aggregating to ~11.4 acres at prime locations in Gurugram, with an opportunity to add ~1,000 beds in the coming years. The Company has also acquired 26% stake in Eqova Healthcare Private Limited which enables it to expand its network footprint in East Delhi with addition of 400 beds. The Company has also entered into a long term exclusive Operation and Management Agreement with Muthoot Hospitals Private Limited for an upcoming hospital at Dwarka, New Delhi in January 2022. This is an asset light model for expansion designed to generate significantly higher return on capital employed with minimal development risks.

The Company has expanded its network of offices in overseas countries and now has direct presence in Nairobi (Kenya), Lagos (Nigeria) and Dubai (United Arab Emirates). This is in addition to the indirect presence in four countries through partner offices. Nairobi office continued its focus on promoting high end and high value procedures of Bone Marrow Transplants, Liver Transplants and Paediatric Cardiac Surgeries etc. The Company has signed an agreement with Ministry of Health-Iraq (MOH) in the fourth quarter for treating Paediatric Cardiac & Liver Transplant patients referred by MOH. Further, the Company is maintaining focus on organ transplants and other high end surgical procedures across all its Network Hospitals.

The Company provides medical and operation & management services across secondary and tertiary care specialities, with a focus on oncology, neurosciences, cardiac sciences, orthopaedics, renal sciences, liver and biliary sciences and minimal access metabolic and bariatric surgery (“MAMBS”). In addition, the Company also provides, pathology, radiology, radiation oncology and clinical services, under fee for service and/ or revenue-sharing arrangements in select specialties or departments to third party Partner Healthcare facilities, diagnostics, radiation oncology and operation and management services to two Managed Healthcare Facilities.

Your Directors are pleased to present the 21^st Annual Report on the business and operations of the Company i.e. Max Healthcare Institute Limited (“MHIL”) together with the Audited Financial Statements and the Auditors’ Report thereon for the Financial Year (“FY”) ended March 31,2022.

FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED

The highlights of the Company’s audited financial results on Standalone and Consolidated basis are summarised below:

(INR in Crore)
	Standalone		Consolidated
Particulars	FY ended	FY ended	FY ended	FY ended
	March 31, 2022	March 31, 2021*	March 31, 2022	March 31, 2021*
Revenue from operations	1,729	1,031	3,931	2,505
Other income	125	106	127	114
Total income	1,854	1,137	4,059	2,619
Total expenditure	1,308	870	2,989	2,101
Operating profit	546	267	1,070	518
Less: Finance cost	44	112	101	179
Profit before depreciation, exceptional items, tax and share of (profit)/loss in Associates	502	155	969	339
Less: Depreciation/ Impairment and amortisation	99	91	221	174
Profit before exceptional items, tax and share of (profit)/loss in Associates	403	64	748	165
Exceptional items	-	(211)	9	(234)
Tax expenses	72	18	134	46
Net profit / (loss) after tax and before share of (profit) / loss in Associates	331	(165)	605	(115)
Share of profit / (loss) in Associates	-	-	-	(23)
Net profit / (loss) after tax Other comprehensive income / (loss) - Re-measurement loss on defined benefit	331	(165)	605	(138)
Total comprehensive income / (loss), net of tax	1	-	3	1
Earnings per equity share	332	(165)	608	(137)
Basic and diluted (INR)	3.42	(1.91)	6.24	(1.59)

*Figures for the previous periods have been regrouped and reclassified to conform to the classification of the current period, where necessary.

PERFORMANCE HIGHLIGHTS

The Company’s standalone revenue from operations improved to INR 1,729.08 Crore in the FY ended March 31, 2022 (includes revenues from healthcare services of INR 1,581.62 Crore and from sale of pharmaceutical supplies of INR 120.00 Crore) compared to INR 1,030.780 Crore in the previous FY ended March 31, 2021.

The performance for the year witnessed a marked improvement over the previous year due to higher bed occupancies, increased OPD footfalls and revenues from COVID-19 vaccination. In the first quarter of the year, the admissions and footfalls were driven by COVID-19 patients which accounted for ~ 41% of the occupied beds. The operations normalised in second and third quarter of the year with COVID-19 patients occupying less than 2% of the occupied beds. In the early part of fourth quarter, the Omicron wave impacted both OPD footfalls and admissions whereby COVID-19 patients contributed to ~ 4% of occupied beds. The revenues during the year were also driven by international medical value travellers and increased penetration of private insurance amongst the affording population. The Company also participated in the country-wide vaccination programme and administered more than 8 Lakh doses.

The material costs to operating revenue ratios stood at 25.6% during the year compared to 23.8% in the previous year. The adverse movement in the ratio was due to low margin revenue from sale of pharmacy and pharmaceutical supplies which grew by 138% while the revenue from operations grew by 68%.

Other costs to operating revenue (including employees, doctors, hospital services, sales and marketing, power and fuel etc.) ratio improved to 50% compared to 60.6% in the previous financial year. The improvement was mainly due to increased revenues and normalisation of operations during the major part of the year.

The Company has also taken concrete steps to improve patient satisfaction, quality of care and medical outcomes in line with its objective of becoming most well regarded healthcare provider in India. The Company also invested in high-end equipment in its Network Hospitals during the year to further improve the level of available technology in its hospitals to treat patients and to ensure best-in-class diagnostics facilities. All facilities owned and operated by the Company follow globally accepted medical protocols and are accredited by NABH and JCI. The Company is focused on delivering the best possible clinical outcomes at reasonable costs. The Company is investing in people, processes and technology to ensure sustainability of its operations, while ensuring safety of its people and communities, protecting the environment from any impact of its operations and conduct business ethically.

A detailed discussion on operations of the Company (on consolidated basis) for the year ended March 31,2022, is given in the Management Discussion and Analysis Report which forms part of this Annual Report.

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.

SIGNIFICANT EVENTS FOR THE COMPANY OCCURRED DURING THE YEAR UNDER REVIEW

(i) Compliance with Minimum Public Shareholding norms (“MPS norms”):

I n accordance with the requirements of Rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), Securities and Exchange Board of India (“SEBI”) Circular No. CFD/DIL3/CIR/2017/105 dated September 21, 2017, in connection with schemes of arrangement by listed entities and relaxation under sub-rule (7) of Rule 19 of SCRR, Regulation 38 of Listing Regulations read with Para 2(a) and Para 3 of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/43/2018 dated February 22, 2018 and pursuant to relaxation granted by SEBI to the Company vide letter dated August 17, 2021 w.r.t. the manner of achieving minimum public shareholding of 25% of issued and paid up equity share capital, one of the Promoters of the Company i.e. Kayak Investments Holding Pte. Limited (“Kayak”) completed an open market sale of 27,26,754 (Twenty Seven Lakh Twenty Six Thousand Seven Hundred Fifty Four) equity shares on August 20, 2021, constituting 0.28% of the issued and paid-up equity share capital of the Company at that time.

Consequent to open market sale as aforesaid, the Company has complied with the MPS norms within the prescribed timelines i.e. with effect from August 20, 2021.

Cs at the end of FY 21-22, the public shareholding in the Company stood at 49.36%.

(ii) Acquisition of land in Gurugram, Haryana to augment beds capacity by ~ 1,000 beds in NCR region:

P ursuant to approval of Board of Directors of the Company (“the Board”) accorded on October 4, 2021, the Company has purchased two parcels of land admeasuring ~ 5.26 acres and ~ 6.11 acres, located in Gurugram at Sector 56 and 53 respectively (“Land Parcels”), which were offered to the Company for allotment on freehold basis for setting up two hospitals, following acceptance of its bids made under e-auction of institutional properties arranged by Haryana Shehri Vikas Pradhikaran. The proposed addition of these two hospitals on the Land Parcels will expand the bed capacity of the Company in NCR region by ~1000 beds.

(iii) Operation and Management Agreement with Muthoot Hospitals Private Limited (“Muthoot”):

I n order to get an asset light expansion of network bed capacity to strengthen Company’s presence in Delhi NCR, the Company has entered into a long-term Services Agreement with Muthoot on January 20, 2022, for operations and management (O&M) of a ~300 beds hospital currently being constructed and developed at Sector-10, Dwarka, New Delhi (“Muthoot Hospital”). This is the First Phase of Muthoot Hospital on ~ 8.62 acres of land and has a potential to add another 1000 beds in due course of time. The current arrangement is, however restricted to First Phase of Muthoot Hospital only. The Muthoot Hospital shall be operated under the name and style of Max Super Speciality Hospital, Dwarka.

(iv) Acquisition of stake in Eqova Healthcare Private Limited (“Eqova”):

Phe Company has entered into a Share Purchase Agreement and a Shareholders’ Agreement and other definitive agreements on February 10, 2022 for acquisition of equity stake in Eqova in a phased manner.

Pqova has an agreement with Nirogi Charitable and Medical Research Trust (“Nirogi”) in the form of an exclusive and long-term Medical Services Agreement under which it has exclusive rights to aid development of and provide medical services to a 400 beds hospital to be built on 2.1 acres of Nirogi’s land in PatparganJ, Delhi. Through this hospital, the Company will cater to the quality healthcare needs of East Delhi community. Further information on aforesaid acquisition is given in this Report under the heading ‘Details of subsidiary companies/ Joint ventures/ associates’.

(v) R e-classification of certain persons / entity from Promoter / Promoter Group to Public category:

P ursuant to the Composite Scheme of Amalgamation and Arrangement amongst erstwhile Max India Limited, the Company, Radiant Life Care Private Limited, Max India Limited (formerly known as Advaita Allied Health Services Limited) and their respective shareholders and creditors effective from June 1,2020 (“the Scheme”) and Regulation 31A(10) of the Listing Regulations, certain persons / entity belonging to Promoter / Promoter Group of the Company i.e. Max Ventures Investment Holdings Private Limited, Mr. AnalJit Singh, Ms. Piya Singh, Ms. Neelu AnalJit Singh,

Ms. Tara Singh Vachani and Mr. Veer Singh have been re-classified as Public Category in accordance with the approval accorded by stock exchanges viz. BSE Limited (“BSE") and National Stock Exchange of India Limited (“NSE") vide their letters dated March 24, 2022.

Pherefore, 4,06,229 (Four Lakh Six Thousand Two Hundred and Twenty Nine) equity shares of the Company held by the above Promoter/ Promoter Group in aggregate, representing 0.04% of its total issued and paid up capital at that time, have been re-classified into ‘Public’ from ‘Promoters / Promoter Group’ category with effect from March 24, 2022. Subsequent to re-classification of Promoter / Promoter Group as aforesaid, the Company has only 2 (two) Promoters i.e. Mr. Abhay Soi and Kayak.

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

As on March 31, 2022, the authorised share capital of the Company stands at INR 1,385,00,00,000 (Indian Rupees One Thousand Three Hundred Eighty Five Crore) divided into

126.00. 00.000 (One Hundred Twenty Six Crore) Ordinary equity shares having a nominal value of INR 10 each and

12.50.00. 000 (Twelve Crore Fifty Lakh) Cumulative Preference Shares having a nominal value of INR 10 each.

During the year under review, 36,68,449 (Thirty Six Lakh Sixty Eight Thousand Four Hundred and Forty Nine) equity shares were allotted to 76 (Seventy Six) eligible employees upon exercising of options granted to them under Max Healthcare Institute Limited- Employee Stock Option Plan 2020 (“2020 ESOP Scheme”).

Accordingly, as on March 31, 2022, the issued, subscribed and paid up equity share capital stands at INR 969,61,34,550 (Indian Rupees Nine Hundred Sixty Nine Crore Sixty One Lakh Thirty Four Thousand Five Hundred and Fifty only) divided into 96,96,13,455 (Ninety Six Crore Ninety Six Lakh Thirteen Thousand Four Hundred Fifty Five) equity shares of INR 10 each fully paid up. The Company has only one class of equity shares having face value of INR 10 each.

DECLARATION OF DIVIDEND & TRANSFER TO GENERAL RESERVES

During the year under review, the Company has made net profit of ~INR 174.16 Crore after wiping-off its accumulated losses in the financial year under review. In view of the expanded operation and future expansion plans of the Company, the Board has considered it appropriate to plough back the profits and has not recommended dividend for the year under review. Further, no amount was transferred to general reserve during the year.

Pursuant to Regulation 43A of Listing Regulations, the Dividend Distribution Policy of the Company is available on its website viz. https://www.maxhealthcare.in/investors.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES/ ASSOCIATES

As on March 31, 2022, the Company has ten (10) subsidiaries including one step down subsidiary i.e. (i) Hometrail Buildtech Private Limited (“HBPL”) (100% stake), (ii) Alps Hospital Limited ("ALPS") (100% stake), (iii) Crosslay Remedies Limited (“CRL”) (99.90% stake), (iv) Saket City Hospitals Limited ("SCHL") (100% stake) (v) Max Hospitals and Allied Services Private

Limited (formerly known as Radiant Life Care Mumbai Private Limited) (“MHASL”) (100% stake), (vi) MHC Global Healthcare (Nigeria) Limited (“MGHL”) (100% stake), (vii) Max Lab Limited (“Max Lab”) (100% stake), (viii) Max Healthcare FZ-LLC, Dubai (“Max Healthcare Dubai”) (100% stake), (ix) ET Planners Private Limited (“ET Planners”) (100% stake through ALPS) and (x) Eqova (26% stake with majority control in the Board), in terms of applicable provisions of the Act. The Company regularly monitors the performance of these companies.

As on March 31, 2022, the Company has no associate / Joint venture company.

Details of subsidiaries:

A separate statement containing the salient features of financial statements of the Company’s subsidiaries, in the prescribed Form AOC-1, forms part of this Annual Report and hence, not repeated here for the sake of brevity. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 35.19 of the Consolidated Financial Statements for FY ended March 31,2022.

Copies of financial statements of the subsidiary companies are available on the Company’s website viz. https://www. maxhealthcare.in/investors/financial-reports and shall also be kept open for inspection at the registered office of the Company and respective subsidiary companies. The Company shall also make available the annual accounts of these companies to any member of the Company who may be interested in obtaining the same.

In terms of Rule 8(1) of the Companies (Accounts) Rules, 2014, highlights of performance of subsidiaries during FY ended March 31,2022 are as follows:

(i) A BPL: HBPL was incorporated on April 21, 2008 and

having its registered office at N-110, Panchsheel Park, New Delhi-110017. HBPL is a wholly owned subsidiary of the Company.

Pursuant to the Concession Agreement(s) executed with the Government of Punjab for setting up of Super Speciality hospitals in Bhatinda and Mohali, HBPL is currently running and operating two hospitals (viz. Max Super Speciality Hospital, Bhatinda (Max Bhatinda) and Max Super Speciality Hospital, Mohali (“Max Mohali”)) that provides high end medical care to residents of tricity of Chandigarh, Mohali, Panchkula and in the industrial town of Bathinda, Punjab along with other similar programmes for providing treatment and medical services. These hospitals have been set up as Public Private Partnership with Government of Punjab.

M ax Bhatinda is a 200 bedded hospital offering key specialties such as Cardiac Sciences, Critical Care, Oncology, Nephrology, Pulmonology, Urology, General Surgery, Gastroenterology, Ophthalmology and Orthopaedics. It is equipped with catheterisation laboratory, Operating Theatres, oncology equipment like LINAC for radiotherapy, MRI and CT scan machines.

P ax Mohali is a 220 bedded hospital offering key specialties such as cardiac sciences, critical care, oncology, kidney transplants, nephrology, pulmonology, urology, general surgery, gastroenterology and orthopaedics. It is equipped with catheterisation laboratory, operating

theatres with High Efficiency Particulate Air, Electronic Health Record, oncology equipment like linear accelerator for radiotherapy, 3 Tesla MRI and CT scan machines. The Board of directors of HBPL in its meeting held on January 14, 2022 approved an expansion plan by way of construction of a new tower for ramping up the bed strength of Mohali Hospital from 220 to ~390 beds.

P uring the year ended March 31,2022, HBPL made a PAT of INR 6,731 Lakh and a total comprehensive income of INR 6,753 Lakh.

(ii) A LPS: ALPS was incorporated on May 26, 1989 and having its registered office at 401,4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra-400056. ALPS is a wholly owned subsidiary of the Company.

P LPS focuses on establishing, maintaining and running a hospital in Gurugram, Haryana (“Max Hospital, Gurugram”). It also has dispensaries, maternity and family welfare centres, diagnostic and pathology centres, emergency and trauma centres, X-Ray and E.C.G centres etc. Also, in order to effectively manage radiology services and to provide the services round the clock cover, during the year, ALPS has outsourced its radiology and related services to SCHL.

Pith the intent to simplify the group structure, reduction of administrative cost, improving governance through effective control etc., the Board of ALPS and SCHL at their respective meetings held on March 26, 2021 approved the Scheme of Amalgamation (Merger by Absorption) (“ALPS SCHL Scheme”) under the provisions of Section 230 to 232 of the Act whereby ALPS was proposed to merge into SCHL and accordingly, the Scheme was filed with Hon’ble National Company Law Tribunal, Mumbai Bench, on April 09, 2021 for necessary approval.

Later on, the Board of Directors of ALPS at its meeting held on August 23, 2021 approved raising of funds from the existing shareholders by way of issue of 6,83,990 (Six Lakh Eighty Three Thousand Nine Hundred Ninety only) equity shares of INR 10 (Indian Rupees Ten) each at a premium INR 721 (Indian Rupees Seven Hundred and Twenty One), for an aggregate amount not exceeding ~ INR 50 Crore (Indian Rupees Fifty Crore) on right basis towards expansion and modernisation and for other general corporate requirements. On August 25, 2021, ALPS issued and allotted 6,83,990 (Six Lakh Eighty Three Thousand Nine Hundred Ninety) equity shares to the Company on right basis, for an aggregate amount not exceeding ~ INR 50 Crore.

P n order to integrate services at Max owned and partner facilities in South Delhi through ET Planners which has an exclusive and long term rights to provide medical services and aid development of the hospital on 3.5 acres of land situated between two of Max network facilities at Saket, South Delhi, having ~500 beds capacity of which 250 beds will be commissioned in first phase and will be operated under the aegis of Vikrant Children Foundation and Research Centre, ALPS completed acquisition of 100% equity stake in ET Planners on August 27, 2021 for an aggregate consideration ~INR 61 Crore and accordingly, ET Planners became step down wholly-owned subsidiary of the Company.

Consequent to investment made by ALPS for acquiring 100% stake in ET Planners and change in its business plan, the Board of ALPS and SCHL in their respective meetings held on November 29, 2021 accorded approval for withdrawal of petition filed in relation to ALPS SCHL Scheme before the Hon’ble NCLT/other concerned authorities.

C uring the year ended March 31,2022, ALPS made a PAT of INR 2,653 Lakh and a total comprehensive income of INR 2,648 Lakh.

(iii) ET Planners: ET Planners was incorporated on September 26, 2017 and having its registered office shifted at N-110, Panchsheel Park, New Delhi-110017. During the year under review, ALPS has acquired 100% equity shares (i.e. 10,000 equity shares of face value of INR 10 each) of ET Planners and accordingly, it became a step down wholly owned subsidiary of the Company w.e.f. August 27, 2021. The details relating to arrangement between ET Planners and Vikrant Children Foundation and Research Centre have been provided in the above para under the heading details of subsidiary.

C uring the year ended March 31,2022, ET Planners made a net loss of INR 48 Lakh and a total comprehensive loss of INR 48 Lakh.

(iv) ERL: CRL was incorporated on January 8, 2002 and having its registered office at N - 110, Panchsheel Park, New Delhi-110017. CRL owns and currently operates Max Super Speciality Hospital, Vaishali (“Max Vaishali Hospital”) (erstwhile Pushpanjali Crosslay Hospital) and Max Multi Speciality Centre, Noida.

CRL provides all medical facilities under one umbrella including oncology, neurology, orthopaedics and joint replacement, general surgery, pediatric, OBS and gynaecology, cardiology & cardiothoracic surgery, emergency & critical care, gastroenterology etc.

P ursuant to Share Purchase cum Subscription Agreement dated May 28, 2015, the Company was holding 83.16% equity stake in CRL as at March 31, 2021. In terms of Share Purchase Agreement (“SPA”) dated January 15, 2020, as amended from time to time, executed amongst CRL, Relevant Shareholders’ Group and the Company, the Company continued to have the present ownership interest with the right to purchase the remaining equity shares in CRL from other relevant shareholders. Further, in terms of the Second Amendment Agreement to SPA dated April 05, 2021, the Company agreed to purchase 16.84% of the equity stake of CRL in one or more tranches, from other relevant shareholders of CRL. Consequently, the Company holds 99.90% stake in CRL as at March 31,2022.

C uring the year under review, CRL recorded a total operational income of INR 57,282 Lakh (Indian Rupees Fifty Seven Thousand Two Hundred Eighty Two Lakh) registering a growth of 49.6% over the previous year. The Company recorded a Net Profit after tax at INR 10,663 Lakh (Indian Rupees Ten Thousand Six Hundred Sixty Three Lakh Only).

(v) E CHL: SCHL was incorporated on January 8, 1991 and having its registered office at 401, 4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra-400056. SCHL is a wholly owned subsidiary of the Company and provides healthcare, construction, supply, erecting and installation of equipment and other related services.

CCHL witnessed growth of 39% of EBIDTA from the previous FY and achieved EBIDTA of INR 3,634 lakh in FY 21-22 as compared to INR 2,609 lakh in FY 20-21. During the year, SCHL has incurred profit before tax of INR 898 lakh against previous year losses before tax of INR 556 Lakh.

The details related to ALPS SCHL Scheme and withdrawal of petition filed in relation to this Scheme before the Hon’ble National Company Law Tribunal have been provided in para above under performance highlights of ALPS.

C he Board of Directors of SCHL at its meeting held on December 18, 2021 accorded in-principle approval for its voluntary liquidation as per the provisions of Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, pursuant to which the entire business of SCHL will be distributed to its shareholder i.e. the Company, on a going concern basis, subject to compliance of applicable laws.

(vi) MHASL: MHASL (formerly known as Radiant Life Care Mumbai Private Limited) was incorporated on May 21, 2014 and having its registered office at 401, 4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra - 400056.

C HASL is engaged in the business of setting up, maintaining and operating hospitals (whether with or without a medical school), nursing institutes and homes, clinics and medical centres offering medical facilities and to outfit Speciality medical units in existing hospitals, nursing homes and medical centres and operate, manage or exploit them and also to provide education respecting medical, surgical and pharmaceutical fields.

C HASL is having a long term Operations and Management Agreement dated July 16, 2014, with Dr. Balabhai Nanavati Hospital (a society registered under the Societies Registration Act, 1860 and a public charitable trust registered under the Maharashtra Public Trusts Act, 1950) for operating and managing a super speciality hospital i.e. Nanavati Max Super Speciality Hospital, situated at Vile Parle (West), Mumbai, Maharashtra. This agreement is valid for a period of 29 years from the effective date of the Operations and Management Agreement.

C uring the year, the Company purchased remaining 100 (One Hundred) equity shares of MHASL from other shareholder and accordingly, MHASL became wholly owned subsidiary of the Company w.e.f. January 28, 2022.

C he Company has incurred loss before tax of INR 399 Lakh during the year compared to previous year losses before tax of INR 715 Lakh.

(vii) MGHL: MGHL was incorporated on May 20, 2019 under the Companies and Allied Matters Act, 1990 as a wholly owned subsidiary of the Company and having its registered office at Kresta Laurel Complex, 4^th Floor, 376, Ikorodu Road, Maryland, Ikeja, Lagos, Nigeria.

C GHL was incorporated in Lagos, Nigeria as a wholly owned subsidiary in line with Company’s international strategy to serve an increasing number of patients from abroad through which we aim to provide consultation services to patients and assess whether the patient needs to be brought to India for surgery or operations. MGHL has not commenced its operations as at March 31,2022.

C GHL was incorporated with minimum authorised share capital of 100 Million Naira consisting of 100,00,000 ordinary shares of 10 Naira each. MHIL could not infuse the funds in MGHL, due to COVID-19 outbreak and now is in the process of infusion of capital contribution.

(viii) MAX LAB: A wholly-owned subsidiary viz. Max Lab, was incorporated on June 02, 2021 as a public limited company, having its registered office at N - 110, Panchsheel Park, New Delhi-110017, and the paid up share capital of INR 5 Crore as on March 31, 2022. Max Lab was incorporated inter-alia to provide range of diagnostic services including pathology lab services to retail and non-captive customers as well as third party Hospital Lab Management etc.

Curing the period March 31, 2022, Max Lab

experienced gradual recovery of non-covid business and simultaneously rising trend of RT-PCR volumes and decline in price for tests as notified by the Government from time to time. As on March 31, 2022, Max Lab engaged 770 active clients including 25 at owned collection centres, 300 from partner run collection centres, 155 Phlebotomist at Site (PAS), 200 Pick-up Points (PUP) supported by 28 third party Hospital Lab Management (HLM). Also, footprints of Max Lab have been expanded to 25 cities with strong team of 650 seasoned professionals and trained lab technicians and phlebotomologist.

C uring the period/year ended March 31,2022, Max Lab has reported loss of INR 1663 Lakh. The total comprehensive loss is INR 1645 Lakh.

(ix) E QOVA: Eqova was incorporated on February 24, 2021 having its registered office at E-362, T/F Nirman Vihar, Delhi-110092.

C qova has an agreement with Nirogi in the form of an exclusive and long-term Medical Services Agreement under which it has exclusive rights to aid development of and provide medical services to a ~400 bed hospital to be built on 2.1 acres of Nirogi’s land in Patparganj, Delhi. Under phase 1, 250 beds will be commissioned in H1, FY 25-26 and this hospital will have high end medical programmes such as oncology, organ transplant and offer multi-disciplinary care in the area of cardiac sciences, neurosciences, renal sciences, etc. Under phase 2, 150 beds will be operationalised after commissioning of the phase 1. This hospital, once fully operational, shall directly employ ~2,000 people and provide free treatment to ~60,000 patients belonging to the economically weaker section annually in its in-patient and outpatient departments.

With the intent to cater to the quality healthcare needs of the East Delhi community through this hospital as referred above, a Share Purchase Agreement and a Shareholders’ Agreement and other definitive agreements were entered by the Company on February 10, 2022, for acquisition of entire equity stake in Eqova in a phased manner. In terms of this Shareholders’ Agreement, the Company has acquired 26% equity stake (i.e. 26,000 equity shares with face value of INR 10 each) in Eqova on February 15, 2022. Further, the parties have also entered into an Escrow Arrangement for acquisition of additional 34% stake linked to achievement of certain milestone. In addition, the parties have agreed to call/put options for the balance stake, to be exercised on achievement of defined milestones. By virtue of Shareholders’ Agreement, the Company has the right to appoint majority of Directors in Eqova, hence Eqova has been treated as a subsidiary of the Company.

C uring the year ended March 31,2022, Eqova has made a net loss of INR 31 Lakh.

(x) Max Healthcare, Dubai: Max Healthcare, Dubai was incorporated in Dubai, UAE on July 12, 2021 as a wholly owned subsidiary, in order to provide business support and marketing services to its business partners and associates located in the Gulf Co-operation Council region, West Asia, Commonwealth of Independent States, part of Africa and Eastern Europe. As on the date of this Board’s Report, the Company has invested United Arab Emirates Dirham 14,00,000 (in aggregate) in Max Healthcare, Dubai towards capital contribution.

I n terms of Listing Regulations, the Company has a policy in place for determining “material subsidiary” pursuant to the Listing Regulations. The said policy is available on the website viz. https://www.maxhealthcare.in/investors/ corporategovernance.

C ased on the Audited Financial Statements of the Company for FY 20-21, pursuant to Regulation 16(1) of Listing Regulations, HBPL and CRL were the material subsidiaries of the Company for FY 21-22 and CRL was the material subsidiary in terms of Regulation 24(1) of Listing Regulations for FY 21-22.

A Iso, basis Audited Financial Statements for FY 2122, CRL and HBPL are the material subsidiaries of the Company for FY 22-23, in terms of Regulation 16(1) of the Listing Regulations, however, the Company does not have any material subsidiary in terms of Regulation 24(1) of the Listing Regulations for FY 22-23.

REPRESENTATIVE OFFICE IN KENYA

The Nairobi branch continued to play stellar role in representing the Company as a provider of high end medical care to medical value travellers from Kenya in a compassionate and caring manner. The Nairobi office continued its focus on promoting high end and high value procedures of Bone Marrow Transplants, Liver Transplants and Pediatric Cardiac Surgeries. The Company has been able to add more clients and expand its reach within Kenya as a provider of quality healthcare services for ailments not easily treatable domestically.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (“MD&A REPORT”)

As required under Regulation 34 read with Schedule V of Listing Regulations, the MD&A Report is presented in a separate section and forms an integral part of this Annual Report inter-alia covering details of the overall industry structure, economic developments, performance and state of affairs of the Company’s business in India and abroad, risk management systems and other material developments (on consolidated basis) during the year under review.

BUSINESS RESPONSIBILITY REPORT (“BRR”)

The BRR, as required under Regulation 34 of Listing Regulations, is presented in a separate section and forms an integral part of this Annual Report. The Report provides a detailed overview of initiatives taken by the Company from environmental, social and governance perspectives.

REPORT ON CORPORATE GOVERNANCE (“CG REPORT”)

The Company has always placed thrust on managing its affairs with diligence, transparency, responsibility and accountability. The Board members support the broad principles of Corporate Governance and lays emphasis on its role to align and direct the actions of the Company in achieving its objectives. The CG Report for the year under review, as stipulated under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate section and forms an integral part of this Annual Report.

The certificate from the Practicing Company Secretary (i.e. M/s. Sanjay Grover & Associates, Company Secretaries (Firm Registration No. P2001DE052900) confirming compliance with the conditions of Corporate Governance is enclosed as an annexure to the CG Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders’ value and growth. The Board is duly supported by the Chairman & Managing Director and Senior Management Team in ensuring effective functioning of the Company.

As on March 31, 2022, the Board was comprised of 7 (seven) directors, out of which 1 (one) was a Promoter and Executive Director (Chairman and Managing Director), 2 (two) were NonExecutive and Non-Independent Directors (nominated by other Promoter i.e. Kayak) and 4 (four) were Non-Executive Independent Directors (including one Woman Independent Director).

Further, during FY 21- 22 and till date of this report, following changes occurred in directorship of the Company, however, no change occurred in Key Managerial Personnel positions:

• Mr. Upendra Kumar Sinha (DIN: 00010336) has stepped down from the position of Independent Director of the Company with effect from May 20, 2021 and accepted a

more active advisory role in the Company with effect from June 1, 2021 to help the Company / its subsidiaries in strategic and regulatory affairs, in view of the unprecedented challenging COVID-19 pandemic. Apart from this, there is no other material reason for his resignation.

• Ms. Harmeen Mehta (DIN: 02274379) was appointed as an additional director (Non-Executive Independent) on the Board of the Company with effect from May 24, 2021. Her appointment as an Independent Woman Director was later approved by the members of the Company at its Annual General Meeting (“AGM”) held on September 29, 2021 for a term of 5 (five) consecutive years, from the date of her appointment on the Board of the Company i.e. May 24, 2021 to May 23, 2026.

• Due to other commitments, Mr. Sanjay Omprakash Nayar (DIN: 00002615), nominee of Kayak, stepped down from the position of Non- Executive Non-Independent Director of the Company w.e.f. closure of business hours on February 12, 2022 and in his place, Mr. Prashant Kumar (DIN: 08342577) was appointed as an additional director (Non-Executive Non-Independent) on the Board of the Company w.e.f. February 13, 2022.

• Ms. Ananya Tripathi (DIN: 08102039) was liable to retire by rotation at the last AGM held on September 29, 2021 and being eligible offered herself for re-appointment. Accordingly, Ms. Ananya Tripathi was re-appointed as Non-Executive Non-Independent Director of the Company at its last AGM. Subsequently, due to other commitments, Ms. Ananya Tripathi, nominee of Kayak, resigned from the position of Non-Executive Non-Independent Director of the Company with effect from March 14, 2022 and in her place, Mr. Gaurav Trehan (DIN:03467781) was nominated and appointed as an additional director (Non-Executive Non-Independent) on the Board of the Company with effect from March 15, 2022.

• In terms of Regulation 17(1C) of Listing Regulations, appointment of Mr. Prashant Kumar and Mr. Gaurav Trehan (nominees of Kayak) as Non-Executive Non-Independent Directors were approved by the members by passing resolutions through postal ballot on May 05, 2022.

• Further, in terms of the provisions of Section 152 of the Act, Mr. Prashant Kumar, Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company. Being eligible, he has offered himself for re-appointment. The Board members recommends his appointment at the ensuing AGM for due consideration and approval of members of the Company.

All Directors of the Company have provided declarations to the fact that they are not debarred from holding the office of Director by virtue of any SEBI order or any other Statutory Authority as required under the Circular dated June 20, 2018 issued by BSE and NSE.

The Board is of the opinion that independent directors as well as the director(s) proposed to be appointed/re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity, which are beneficial to the Company and its stakeholders. The list of key skills, expertise and core competencies of the Board is provided in the CG Report which forms an integral part of this Annual Report.

The disclosures with regard to resignation, appointment and re-appointment of Directors are available on the website viz. https://www.maxhealthcare.in/investors/ corporate-governance.

As on March 31, 2022, Mr. Abhay Soi, Chairman and Managing Director (DIN: 00203597), Mr. Yogesh Kumar Sareen, Senior Director & Chief Financial Officer and Ms. Ruchi Mahajan, SVP-Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with Section 2(51) and 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Further, apart from the above stated facts, there was no change in composition of the Board of Directors.

DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

Pursuant to provisions of Section 149 of the Act, all independent directors of the Company have submitted declarations that they are meeting the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) and 25(8) of the Listing Regulations. They are also in compliance with Rule 6(1) and (2) of the Companies (Appointment & Qualifications of Directors) Rules, 2014. Further, there has been no change in the circumstances affecting their status as independent directors of the Company.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at least four times in a year, within a maximum time gap of 120 days between any two meetings, to discuss and review the quarterly results and other items of agenda, including the minimum information required to be placed before the Board, as per Part-A of Schedule II of the Listing Regulations. The dates for the Board and Committee Meetings are generally decided in advance and communicated to the directors in timely manner. The Board also meet and conduct additional meetings as and when required and thought fit.

The Management discuss the items to be included in the Board/Committee(s) agenda. The agenda of the meeting along with relevant supporting documents and explanatory notes is generally circulated in advance to all the Directors entitled to receive the same, to facilitate meaningful and quality discussions during the meeting. Where it is not practicable to attach any document to the agenda, it is tabled during the meeting with specific reference to this effect in the agenda. In case the detailed agenda is shared in less than seven days before the date of meeting, the agenda is taken up with the permission of Chairman of the meeting and with the consent of majority of the Board/Committee members present in the Meeting, including independent director(s). The Senior Management Officials are also invited to various Board / Committee meetings to provide additional input on the matters being discussed by the Board and its Committees.

As required under the Act and Listing Regulations, the Board has constituted five statutory committees viz. Stakeholders’ Relationship Committee, Audit and Risk Committee (“A&RC”), Nomination and Remuneration Committee (“NRC”), Corporate Social Responsibility Committee ("CSR") and Business Responsibility and Sustainability Committee (“BRSC”) and

the details of membership and key terms of reference of the Committees are disclosed in CG Report which forms an integral part of this Annual Report. Further, in line with the requirements as prescribed under Regulation 21 of the Listing Regulations, the Board has designated A&RC as the Committee for Risk Management since the Company is placed under the list of top 1,000 Companies basis market capitalisation data released by NSE and BSE as on March 31,2021.

Keeping in view the requirements of the Act and Listing Regulations, as amended from time to time, the Board reviews the terms of reference of these Committees and the nomination of Board Members to various Committees as and when required. The recommendations of these Committees are submitted to the Board for approval, wherever applicable.

The details of meetings of Board and Committee(s) and changes in composition of the Committee(s) during the FY 2122 have been provided under the CG Report forming part of this Annual report.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

Pursuant to applicable provisions of the Act and Listing Regulations, NRC has formulated a Nomination, Remuneration and Board Diversity Policy for the appointment and determination of remuneration of Directors, KMPs, Senior Management and other employees of the Company and to ensure diversity at the Board level.

The NRC has also developed the criteria for inter-alia determining the qualifications, positive attributes and independence of Directors. It takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages.

The Board members affirm that the remuneration paid to the Directors, KMPs, Senior Management and other employees is as per the Nomination, Remuneration and Board Diversity Policy of the Company.

In compliance with the Listing Regulations, the Company updates its Nomination, Remuneration and Board Diversity Policy from time to time as and when required, and no change was carried out in aforesaid policy during FY 21-22. The policy is available and can be accessed from the website viz. https:// www.maxhealthcare.in/investors/corporate-qovernance.

The salient features of the Nomination, Remuneration and Board Diversity Policy are as under:

• Represents the approach of the Company for remuneration of Directors, Senior Management and other employees;

• Sets out the approach to have a diversity on the Board of the Company in terms of gender, age, cultural, educational background, profession, experience, skills, knowledge etc.;

• Compensation of Directors, KMPs, Senior Management and other employees is based on the following principles:

a. A ligning key executive and Board remuneration with the long-term interests of the Company and its shareholders;

b. Minimising complexity and ensuring transparency;

c. Linked to long-term strategy as well as annual business performance of the Company;

d. L romoting a culture of meritocracy and linked to key performance and business drivers; and

e. Leflective of line expertise and market

competitiveness so as to attract the best talent.

BOARD EVALUATION

Pursuant to applicable provisions of the Act and Listing Regulations, the Board, in consultation with NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board, its Committees, Chairman and Individual Directors, including Independent Directors.

A structured questionnaire was prepared, covering various aspects of functioning of the Board and its Committees, such as adequacy of constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meetings, Board’s focus, regulatory compliances and corporate governance, etc. Similarly, for evaluation of individual director’s performance, the questionnaire covers various aspects like his/her skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions; sufficient understanding and knowledge of the Company and the sector in which it operates; understanding and fulfilling the functions as assigned to him / her as director; ability to function as an effective team member; actively takes initiatives with respect to various areas; availability for Board meetings and attends the meeting regularly and timely, without delay; adequate commitment to Board and the Company; effective contribution to the Company and in the Board meetings; demonstrating highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.) and exercise of his / her own Judgment and voices opinion freely.

The Board members has submitted their response on a scale of 1 (strongly disagree) to 4 (strongly agree) and evaluated performance of Board, its Committees and individual directors, including Chairman of the Board. The Independent Directors has met separately on May 25, 2022, without the presence of Non-Independent Directors and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman and Managing Director of the Company. They have also assessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties. The NRC has also carried out evaluation of each Director’s performance. The performance evaluation of Independent Director has been done by the entire Board, excluding concerned Director being evaluated and decision has been taken/ recommended accordingly.

Based on majority of the feedback, the directors expressed satisfaction with the overall evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT

As per Section 134(5) of the Act, your directors, to the best of their knowledge and belief confirms that:

(i) i n the preparation of annual accounts for the FY ended

March 31,2022, the applicable accounting standards have

been followed, along with proper explanation relating to material departures, if any;

(ii) s uch accounting policies have been selected and applied them consistently and made Judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2022 and of the profit of the Company for the FY ended March 31,2022;

(iii) s roper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) s nnual accounts have been prepared on a going concern basis;

(v) i nternal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) s roper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PHANTOM STOCK PLAN (“2017 MHIL PS”)

Prior to listing of securities of the Company on stock exchanges, pursuant to a resolution dated August 4, 2017 passed by the Board and resolution dated September 29, 2017 passed by the members, approval was accorded to 2017 MHIL PS to offer, issue and allot phantom stock options to eligible employees of the Company and its subsidiaries. 2017 MHIL PS includes cash settled rights wherein the employees of the Company are entitled to cash compensation based on the Company’s fair value. 2017 MHIL PS does not entail issuance of any form of stocks or securities and is designed to draw benefits from the positive growth and appreciation in the enterprise value of the Company which means the grantee shall benefit by way of settlement of appreciation through cash outlays.

The total number of options granted pursuant to 2017 MHIL PS is 59,34,298 (Fifty Nine Lakh Thirty Four Thousand Two Hundred Ninety Eight). Out of the granted options, an aggregate of

26,00,460 (Twenty Six Lakh Four Hundred Sixty) options have been vested, 18,80,247 (Eighteen Lakh Eighty Thousand Two Hundred Forty Seven) options have been exercised, 37,43,396 (Thirty Seven Lakh Forty Three Thousand Three Hundred Ninety Six) options have been lapsed / cancelled and 3,10,655 (Three Lakh Ten Thousand Six Hundred Fifty Five) options are outstanding as on the date of this Report. The details of options outstanding under 2017 MHIL PS are mentioned in Note No. 31.4 to Standalone Financial Statements.

2020 ESOP SCHEME

Pursuant to approval accorded by the Board and members of the Company on September 1, 2020 and September 29, 2020 respectively, 2020 ESOP Scheme was introduced to issue and allot equity shares to the eligible employees.

The total number of stock options that can be granted pursuant to 2020 ESOP Scheme is 66,45,150 (Sixty Six Lakh Forty Five Thousand One Hundred Fifty) options in respect of 66,45,150 (Sixty Six Lakh Forty Five Thousand One Hundred Fifty) equity

shares. The Company has received approvals from time to time from stock exchanges i.e. BSE and NSE under Listing Regulations for the listing of the equity shares issued pursuant to 2020 ESOP Scheme.

Applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, with regard to 2020 ESOP Scheme are provided as Annexure-1 to this report and are also available on the Company’s website viz. https://www.maxhealthcare.in/ investors/corporateannouncements.

The 2020 ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time and earlier regulations, as applicable and the related resolution passed by the members of the Company on September 29, 2020. The certificate in this regard from Secretarial Auditor of the Company shall be placed at the ensuing AGM for inspection by the members.

As on March 31, 2022, 36,68,449 (Thirty Six Lakh Sixty Eight Thousand Four Hundred Forty Nine) equity shares have been allotted to eligible grantees on exercise of the options granted to them pursuant to 2020 ESOP Scheme. Further, 20,937 (Twenty Thousand Nine Hundred Thirty Seven) equity shares have been allotted on April 11, 2022 to eligible grantees on exercise of the options.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to remuneration and other details of Directors and employees 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 have been provided in the Annexure-2 forming part of this report. Further, the Annual Report is being sent to the members of the Company excluding information required under Section 197(12) of the Act read with Rule 5(2) and (3) of above rule in terms of Section 136(1) of the Act read with relevant rules. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished to the members.

CHANGE IN NATURE OF BUSINESS, MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION

Except as disclosed elsewhere in the Annual Report, no material change(s) occurred during the FY 21-22 in terms of Section 134(3) of the Act, in relation to:

• Nature of Company’s business;

• Company’s subsidiaries or in the nature of business carried out by them; and

• Classes of business in which the Company has an interest.

Further, there have been no material changes and commitments between the end of FY 21-22 and date of this Report except as disclosed elsewhere in the Annual Report, which can affect the financial position of the Company.

STATEMENT OF DEVIATION OR VARIATION IN UTILISATION OF PROCEEDS

The Company had raised funds amounting ~INR 1,200 Crore (Indian Rupees Twelve Hundred Crore) by issuing equity shares through Qualified Institutions Placement (“QIP”) route on March 09, 2021. The details of utilisation of funds were submitted to stock exchanges in the prescribed format in accordance with SEBI notification dated December 24, 2019 read with Regulation 32 of Listing Regulations, and no deviation/variation was reported during the year under review, in the utilisation of proceeds as stated under “Use of Proceeds” in the placement document of QIP.

In compliance with Regulation 32(7A) of Listing Regulations, a status report as on March 31,2022 on utilisation of funds raised through QIP is enclosed as an annexure to the CG Report.

INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY

The Company has a robust and well embedded system of internal controls facilitated through appropriate IT system and workflows, which are reviewed and upgraded based on risk control testing performed from time to time. Comprehensive policies, guidelines and procedures are laid down for all business processes and these are accessible to the concerned employees through the designated web page. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements, management reporting for business performance management and for maintaining accountability of assets.

An extensive risk based programme of concurrent audits, internal audits, theme based audits, exceptional reporting and IT based transaction controls, coupled with constant management reviews and dash boarding of data, provide assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit and Risk Committee (“A&RC”) periodically, including the high and medium risk observations emanating from such audits. Further, A&RC also monitors the status of management actions emanating from internal audit reviews. Even the Internal Audit function and its processes are subjected to audit by third party experts, on periodical basis.

During the year under review, above controls were assessed and no reportable material weaknesses in the design or operation were observed. The Statutory Auditor of the Company during the course of their audit did not find any material weakness in controls and / or misstatement resulting from lack of internal controls.

PREVENTION OF INSIDER TRADING

In terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), the Company has a comprehensive Code of Conduct to Regulate, Monitor and Report trading by Designated Persons (“Code”). The said Code lays down guidelines which provide the procedure to be followed and disclosures whilst dealing with the shares of the Company. Further, the Company has complied with the standardised reporting of violations related to Code under PIT Regulations. The Company has also put in place the institutional mechanism

for prevention of insider trading along with policy for inquiry in case of leak of Unpublished Price Sensitive Information (“UPSI”) or suspected leak of UPSI. The Company has set up a mechanism for monitoring the dealings in equity shares of the Company by the Designated Persons and their immediate relatives.

As part of the awareness programme, the Company imparts training to concerned persons by the subject matter expert and initiatives are being taken to educate and promote awareness on the practical aspects of PIT Regulations and the Code.

PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits from the public/ members of the Company pursuant to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2022.

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

As required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in “Annexure - 3” hereto and forms part of this Board Report.

WEB LINK OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return of the Company for FY 22 is available under the investors’ section of the Company’s website viz. https://www. maxhealthcare.in/investors/Corporate-Governance.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties has been provided in the CG Report which forms an integral part of this Annual Report.

All contracts, arrangements and transactions entered into by the Company with related parties during FY 21-22 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 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. 31.10 of the Standalone Financial Statements of the Company.

The “Related Party Transaction Policy” of the Company in place is in line with the Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021. Said policy is available on the Company’s website viz. https://www.maxhealthcare.in/investors/corporate-governance.

STATUTORY AUDITOR AND AUDITORS’ REPORT

Pursuant to the provisions of Section 139 of the Act read with rules made there under, M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N) (“Deloitte”), were appointed as the Statutory Auditor of the Company at the AGM held on September 29, 2020 for a term of 5 consecutive years until the conclusion of the AGM of the Company to be held in the year 2025.

Deloitte has submitted its audit report on the financial statement (standalone and consolidated) of the Company for FY 21-22 and the same are self-explanatory and do not call for any further comments. These reports does not contain any qualification, reservation, adverse remark or disclaimer.

STATUTORY AUDITORS'' CERTIFICATE ON COMPLIANCE WITH FOREIGN DIRECT INVESTMENT (FDI) NORMS

Pursuant to Reserve Bank of India circular ref. RBI / 20132014 / 117A.P. (DIR Series) circular No. 1 dated July 4, 2013 (as amended from time to time) and in terms of Rule 23(6) of Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Company has obtained a certificate from the Statutory Auditor as required under the said Rules regarding Downstream Investment (“Dl”). In the said Certificate, the Statutory Auditor noted that the Company in certain cases has delayed the filing of form Dl with Reserve Bank of India and intimation to Department for Promotion of Industry and Internal Trade within the prescribed timelines for FY 21-22. The Management informed the Statutory Auditor, that the delay was inadvertent and Company is taking necessary action to file these forms with late submission fees.

REPORTING OF FRAUD BY THE STATUTORY AUDITOR

During the year under review, the Statutory Auditor have not reported any fraud, which are committed against the Company by its officers or employees, as required to reported in terms of Section 143(12) of the Act read with rules made there under.

COST AUDITOR

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditor of the Company for FY 21-22. The Company has made and maintained the cost accounts and records as required in accordance with Section 148 (1) of the Act read with Companies (Cost Records and Audit) Rules, 2014. The Cost Auditor will submit their report for the FY 2021-22 on or before the due date.

Further, upon receipt of certificate confirming their eligibility and willingness for appointment as the Cost Auditor of the Company for FY 22-23 and based on the recommendation

of Audit & Risk Committee, M/s. Chandra Wadhwa & Co., has been appointed as Cost Auditor of the Company for FY 22-23 and their remuneration is being proposed for ratification by the members of the Company in the ensuing AGM.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company had appointed M/s. Sanjay Grover & Associates, Company Secretaries, New Delhi (Firm Registration No. P2001DE052900) as the Secretarial Auditor for FY 21-22. The Secretarial Audit Report for FY ended March 31, 2022 is annexed herewith as “Annexure-4” to this Board Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer. Further, the Secretarial Auditor in its report have clarified that as per list of companies basis market capitalisation as on March 31, 2021, the Company appointed woman independent director on May 24, 2021 under Regulation 17(1)(a) of Listing Regulations.

In addition to the above and in compliance with SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019, a report on secretarial compliance issued by M/s. Sanjay Grover & Associates for the FY ended March 31, 2022 has been submitted to stock exchanges within the prescribed timeline.

The Company’s unlisted material subsidiaries viz. HBPL and CRL have also undergone Secretarial Audit in terms of Regulation 24A of Listing Regulations. The Secretarial Audit Reports of HBPL and CRL are annexed herewith as “Annexure-4A and 4B” to this Board Report. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.

Further, on the recommendation of A&RC the Company has appointed M/s. Sanjay Grover & Associates, Company Secretaries, New Delhi as the Secretarial Auditor for FY 2223 pursuant to Section 204 of the Act read with Rules made there under.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

RISK MANAGEMENT

The Company has risk management system aimed at identifying, analysing, assessing, mitigating, monitoring risk or potential threat to achievement of its strategic and business objectives covering various aspects of our business, including operations, legal, treasury, regulatory, strategic and financial. The A&RC reviews the mitigation plan for high and critical risks events that may adversely affect the operations and profitability of business and suggest suitable measures to mitigate such risks. The Company’s risk management framework is a combination of formally documented policies in certain areas such as financial, legal and regulatory and an informal approach to risk management in others. The Risk management policy and systems are reviewed on a periodical basis to reflect changes

in market conditions and business activities.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes integrity and ethical behaviour in its business activities and has a Whistle Blower Policy in place to provide appropriate avenues to the stakeholders to raise bona-fide concerns relating to unethical and improper practices, irregularities, governance weakness, financial reporting issues or any other wrongful conduct and to prohibit the victimisation of the whistle blowers.

A whistle blower can raise his/her concerns with the designated official as defined under the Whistle Blower Policy and under exceptional circumstances with the A&RC. The investigations relating to the concern is required to be carried out by/or under the instructions of the Ethics and Compliance Committee comprising of three permanent members i.e. Head- hr, Head-Legal, Compliance & Regulatory Affairs (the Chairperson of the Committee), Head of Clinical Directorate and an independent third party appointed by the Board to assist and advice in the Investigation of reported Concerns. Any allegations that fall within the scope of the Concern are investigated and resolved appropriately. Further, during the year under review, no individual was denied access to the Chairman of A&RC for reporting concerns, if any. The A&RC periodically reviews the complaints received, if any, the action taken and appropriate closure of the complaint(s).

The Whistle Blower Policy is available on the Company’s website viz. https://www.maxhealthcare.in/investors/corporate-governance. This Policy, inter-alia, provides direct access to the Chairman of A&RC and has been appropriately communicated within the Company across all levels and the details of establishment of vigil mechanism for directors and employees to report genuine concerns, are provided therein.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided under the provisions of Section 186 of the Act, along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient have been disclosed in the Standalone Financial Statements under Note No. 31.23 which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company has a well-documented CSR Policy, which has been amended in line with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated January 22, 2021 issued by the Ministry of Corporate Affairs and the same is available on the Company’s website viz. https://www. maxhealthcare.in/investors/corporate-governance. The CSR Policy of the Company outline its CSR focus areas, guiding principles for CSR activities, identified sectors, reporting mechanism etc.

As per aforesaid Policy, MHIL shall undertake CSR activities in all or any of the CSR activities as prescribed under the Act read with Schedule VII of the Act, however, it shall give primary importance to the identified sectors viz., Health & Hygiene,

Education (exclusively for the selected Village / Grams / any other geographical clusters selected for development project), nutrition to underprivileged women and children and livelihood by way of vocational training and creating and supporting self-help groups for single women led households in villages identified for adoption by the Company.

In view of the losses arrived at as per Section 198 of the Act, during the preceding three FYs viz. FY 18-19, FY 19-20 and FY 20-21, the Company has no obligation for CSR spend during FY 21-22. However, MHIL as a Group (its subsidiaries, partners healthcare facilities and managed healthcare facilities) always believe in extending a helping hand to those who are in need.

Annual Report on CSR activities for the FY 21- 22 in terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this report as Annexure-5.

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

The Company strongly believes in providing a safe and harassment free workplace for every individual working here through various interventions, policy and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of all employees of MHIL, network hospitals and visitors at these hospitals including off site locations (as defined in the policy for POSH) and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to constitution of Internal Complaints Committee (ICC) under POSH. There is an ICC at every work locations/hospitals, which is responsible for redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy.

Details regarding complaints pending at the beginning, received and disposed of during the FY 21-22 etc. are disclosed in the CG Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards (SS) viz. SS-1 and SS-2 on meetings of the Board and General Meetings respectively.

STATUTORY DISCLOSURES

Your Directors states that there being no transactions with respect to following items during the year under review, hence no disclosure or reporting is required in respect of the same:

1. I ssue of equity shares with differential rights as to dividend, voting or otherwise;

2. I ssue of shares (including sweat equity shares) to employees of the Company under any scheme, save and except ESOP/ESOS referred to in this report;

3. S ignificant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future; and

4. S uy-back of shares.

The Chairman & Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries during the year under review. As on March 31, 2022, there is no other Whole-time Director appointed/holding office in the Company.

Further, neither any application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 nor any settlement has been done with banks or financial institutions, during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central Government, State Governments and all other Government agencies and encouragement they have extended to the Company.

Your Directors also thank the Shareholders, Financial Institutions, Banks/other Lenders, Vendors and other Stakeholders for their confidence in the Company and its Management and look forward for their continuous support.

Your Directors also take this opportunity to extend a special thanks to the medical fraternity for their continued cooperation, patronage and trust reposed in the Company.

The Board wishes to place on record its appreciation for the dedication and commitment of the Company’s employees at all levels which has continued to be our major strength.

For and on behalf of the Board Abhay Soi

Place: Mumbai DIN: 00203597

Dated: May 25, 2022 Chairman & Managing Director

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Mar 31, 2021

Your Directors have the pleasure of presenting the 20^th Annual Report on Business and Operations of the Company (“MHIL” or “Company”) together with the Audited Financial Statements and the Auditors’ Report thereon for the financial year (“FY”) ended March 31, 2021.

in forefront of war against COVID-19 and volunteered a few of its healthcare facilities towards the cause. The Company was one of the first private labs to start COVID-19 testing. The Company through one of its partner healthcare facilities, was also the first to conduct convalescent plasma therapy trial for critically ill patients. In response to the crisis, isolation facilities were created, operating procedures on screening of patients, admission, management and treatment of COVID-19 patients were established. The Company also strengthened its operating procedures on infection prevention and control, healthcare worker safety and recommended protocols and guidelines on providing treatment including performing surgeries of other patients during the COVID-19 pandemic to ensure the safety of its employees and patients. Further, your Company leveraged technology to provide ‘video consultation’ for the patients and offered home management and monitoring services through Max@Home.

The Company reported a strong performance during the FY gone by but more importantly, in FY 2019-20 and FY 2020-2021, it has laid solid foundations for even stronger performance across key performance metrics in the years to come. The Company’s financial results reflect the commitment to its vision “to be the most well regarded healthcare provider in India, committed to the highest standards of clinical excellence and patient care supported by latest technology and cutting edge research”.

UPDATE ON COVID-19 PANDEMIC

During FY 2020-21, COVID-19 was an unprecedented crisis that impacted all businesses globally. Your Company was

FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED

The highlights of the Company’s financial performance on Standalone and Consolidated basis, for the year ended March 31,2021 are summarized below:

(INR in Crore)
	Standalone		Consolidated
Particulars	Year ended March 31, 2021	Year ended March 31,2020	Year ended March 31, 2021	Year ended March 31,2020
Revenue from Operations	1,031	59	2,505	1,059
Other Income	106	66	114	48
Total Income	1,137	125	2,619	1,107
Total Expenditure	870	65	2,101	965
Operating Profit	267	60	518	142
Less: Finance Charges	112	60	179	83
Cash Profit	155	-	339	59
Less: Depreciation	91	3	174	46
Profit before exceptional items, tax and share of (profit)/loss in associates	64	(3)	165	13
Exceptional items	211	-	234	-
Tax Expense/(Income)	18	-	46	-
Net profit/(loss) after tax and before share of (profit)/loss in associates	(165)	(3)	(115)	13
Share of profit/(loss) in associates	-	-	23	(46)
Net profit/(loss) after tax for the year	(165)	(3)	(138)	59
Other Comprehensive Income/(loss) - Remeasurement loss on defined benefit	-	-	1	-
Total Comprehensive income/(loss), net of tax	(165)	(3)	(137)	59
Earnings per equity share*
Basic & diluted (INR)	(1.91)	(0.05)	(1.59)	1.01

* Nominal value of INR 10 each

Note: Pursuant to filing of NCLT order approving the Composite Scheme of Amalgamation and Arrangement on June 01, 2020, the Company has accounted for the merger of healthcare undertaking of Radiant Life Care Private Ltd. ("Radiant") and erstwhile Max India Ltd. as "reverse merger" under Ind -AS 103 "Business Combination". Accordingly, the financial results for the year ended March 31, 2020 presented above is of Healthcare undertaking of Radiant and thus, not comparable with the current year. Further, financial year ended March 31, 2021 has the result of ten months operations of the Company and twelve months of Healthcare undertaking of Radiant.

patients for the Company. Further, the Company is in the process of incorporating a wholly owned subsidiary for Noncaptive Pathology Business and the same is expected to be operational in FY22.

All decisions at the Company are taken considering the interest of patients. In line with its objective of becoming the most trusted healthcare provider in India, the Company makes efforts to consistently improve the quality of all its services. The Company has put together a winning combination of ultra-modern healthcare facilities equipped with best-in-class diagnostic and therapeutic technology and a competent team comprising of some of the finest clinical and para- medical talent available in the country. All facilities owned and operated by the Company follow globally accepted medical protocols and procedures and are focused on delivering the best possible clinical outcomes.

FY 2020-21 was a challenging year for the healthcare sector due to COVID-19 pandemic. The pandemic created a huge strain on the sector’s workforce, infrastructure and supply chain. The Company also witnessed these challenges and had to re-prioritise its key strategic areas earmarked for the year to focus on the management of the COVID-19 crisis. The Company’s performance in both of its hospital and diagnostics businesses was significantly impacted during the first two quarters of the year due to country-wide lockdown in April and May 2020. However, both businesses witnessed significant recovery during the later half of the year to record the highest ever EBITDA consecutively for Q3 and Q4 FY 2020- 21 respectively. The Company was also successfully able to navigate the challenges by ensuring sustainability and continuity of business operations and maintaining a comfortable liquidity position through the year.

DECLARATION OF DIVIDEND & TRANSFER TO GENERAL RESERVES

In view of the carried forward losses, the Board of Directors of the Company have not recommended any dividend for the year under review. Accordingly, there has been no transfer to general reserve for the year ended March 31, 2021.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has formulated Dividend Distribution Policy approved by the Board of Directors and the same can be accessible on the website of the Company at https://www.maxhealthcare.in/investors/ corporate-governance.

SIGNIFICANT EVENTS DURING THE FY 2020-21

Your Company undertook a comprehensive strategic review and prioritized key areas to drive revenues and operational performance. These include aspects related to evaluating the current portfolio of the Company’s facilities and planned bed expansion, initiating cost optimisation measures across the network, investing in technology and medical equipment and further strengthening its clinical excellence program. Further details in this regard have been provided under the Management Discussion and Analysis Report forming part of this Annual Report.

Further, the Company has from time to time during the year under review updated its stakeholders about the key developments that took place by disseminating necessary information to the stock exchanges and through various means

FINANCIAL HIGHLIGHTS

The Company achieved revenue of INR 1,030.80 Crore in FY 2020-21. The revenues from healthcare services and those from low value added sale of pharmaceutical supplies contracted and stood at INR 960.60 Crore and INR 50.40 Crore respectively. Despite, a significant drop in financial performance during Q1 FY21 owing to COVID-19 induced lockdown, the Company displayed resilience and achieved sharp business recovery during the later half of the year. Overall, it was a satisfying performance on both revenue and profitability during the period.

The material costs to operating revenue ratios stood at INR 245.10 Crore (23.8%) during FY 2020-21.

Other costs to operating revenue (including employees, doctors, hospital services, sales and marketing, power and fuel etc.) stood at INR 624.80 Crore (60.6%) during FY 2020-21.

The operating profit before interest and depreciation was INR 267.40 Crore in FY 2020-21. The Cash Profit was INR 155 Crore, Net Profit stood at INR 64.10 Crore, Exceptional items of INR 210.70 Crore in FY 2020-21, Net Loss before tax after exceptional items stood at INR 146.50 Crore during FY 2020-21, Tax expense stood at INR 18.00 Crore and Net Loss after Tax stood at INR 164.50 Crore.

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Your Company continue to be the second largest publicly listed hospital chain operator in India (considering only income from healthcare services aggregated for Company, Radiant and Partner Healthcare Facilities), in FY 2020-21, with a significant concentration of facilities in North India. Our network consists of 17 Network Healthcare Facilities, including eight hospitals and four medical centres in Delhi and NCR region, with the remaining located in Mumbai in Maharashtra, Mohali and Bathinda in Punjab and Dehradun in Uttrakhand. Your Company provides healthcare services across secondary and tertiary care specialities, with a focus on oncology, neurosciences, cardiac sciences, orthopaedics, renal sciences, liver and biliary sciences and minimal access metabolic and bariatric surgery (“MAMBS”) at the Network Healthcare Facilities. In addition, the Company also provides (i) diagnostic, pathology, radiology, radiation oncology and clinical services, through fee and/or revenue-sharing agreements, in select specialities and departments to four of the Partner Healthcare Facilities; and (ii) diagnostics, radiation oncology and operation and management services to two Managed Healthcare Facilities; and (iii) related holistic healthcare services to two “super speciality” hospitals in Mohali and Bathinda, under a public private partnership arrangement with the Government of Punjab. Additionally, the Company has established a representative office in Nairobi, Kenya under the name ‘Truemax Healthcare’, which helps in liasoning with current and potential patients, and carrying out sales and marketing activities focused on building the Company’s brand internationally. The Company has also incorporated MHC Global Healthcare (Nigeria) Limited (“MGHL”) in Lagos, Nigeria as a wholly owned subsidiary on May 20, 2019 in line with the international strategy of the Company, to serve an increasing number of patients from abroad. MGHL will be operational once the COVID-19 situation stabilizes. The Company is in the process of incorporating a wholly owned subsidiary in the United Arab Emirates, primarily with a view to engage in providing business support services and/or activities in connection with solicitation of overseas

of communications to the investors. Some of key activities are

mentioned below:

(a) Changes in the Board and Key Managerial Personnel (“KMP”)

During the year under review, the Board of Directors and Key Managerial Personnel underwent changes, details whereof are separately disclosed in this Report.

(b) Discontinuance of operations at Max Multi Speciality Centre, Pitampura (“Max Pitampura”)

The Board of Directors at their meeting held on June 27, 2020 accorded the approval to shut down and discontinue all operations at Max Pitampura w.e.f. July 1,2020 on account of business and financial challenges faced w.r.t running and operating Max Pitampura.

(c) Effectiveness of the Scheme, Allotment and Listing of equity shares

The Hon’ble National Company Law Tribunal, Mumbai Bench (''NCLT'') vide its order dated January 17, 2020 sanctioned the Composite Scheme of Amalgamation and Arrangement amongst erstwhile Max India Limited, the Company, Radiant, Max India Ltd. (formerly known as Advaita Allied Health Services Limited) and their respective shareholders and creditors (“Scheme”) and the Scheme was effective from June 1, 2020. Pursuant to the Scheme, the Company, on June 19, 2020, allotted 63,50,42,075 (Sixty Three Crore Fifty Lakh Forty Two Thousand Seventy Five) fully paid up equity shares to the shareholders of Radiant as on June 1, 2020 in the share entitlement ratio of 9,074:10 and 26,62,41,995 (Twenty Six Crore Sixty Two Lakh Forty One Thousand Nine Hundred Ninety Five) fully paid up equity shares to the shareholders of erstwhile Max India Limited as on June 15, 2020 in the share exchange ratio of 99:100.

Further, 26,69,97,937 (Twenty Six Crore Sixty Nine Lakh Ninety Seven Thousand Nine Hundred Thirty Seven) equity shares each held by Radiant and erstwhile Max India Ltd., in the Company, got cancelled simultaneous to the issuance of equity shares to the shareholders of Radiant and erstwhile Max India Limited as aforesaid, on June 19, 2020.

Subsequent to the effective date, healthcare business of Radiant was demerged into the Company and also, residual erstwhile Max India Ltd. (i.e. post demerger of allied health and associated services into Advaita Allied Health Services Limited) which comprises of healthcare activities (including its underlying investment in the Company) amalgamated with the Company. Post demerger and amalgamation, the Company has become the second largest healthcare delivery chain in India (considering only income from healthcare services aggregated for Company, Radiant and Partner Healthcare Facilities). The enhanced scale enabled the Company to drive efficiencies and improve capabilities.

Further, pursuant to the Scheme, the equity shares of the Company were listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) on August 21, 2020.

(d) Adoption of new set of Articles of Association (“AOA”)

I n terms of Shareholders’ Agreement dated December 24, 2018 entered amongst the Company, Mr. Abhay Soi and Kayak Investments Holding Pte. Ltd. (“Kayak”) (“Post Merger SHA”) read with Deed of Accession and Adherence dated June 1,2020 executed by the Company and pursuant to abovementioned NCLT order, the equity shares of the Company were listed on the NSE and BSE. Accordingly, several changes were proposed in AOA of the Company in compliance with SEBI Regulations relating to listing and other applicable laws, for the listing of equity shares on the aforementioned stock exchanges, as well as to incorporate the rights and obligations conferred on Mr. Abhay Soi and Kayak by virtue of said Post Merger SHA and the provisions related to general management of affairs of the Company as per Table F Schedule I of the Companies Act, 2013 (“the Act”) with exception.

The requisite postal ballot notice containing the resolution for adoption of new set of AOA was sent to the shareholders through e-mail in terms of Section 110 and other applicable provisions of the Act read with Rule 20 and 22 of the Companies (Management & Administration) Rules, 2014 (the “Management Rules”) read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 22/2020 dated June 15, 2020 issued by the Ministry of Corporate Affairs, Government of India (“MCA”) in view of COVID-19, by way of voting through electronic means, for their approval. The shareholders accorded their approval for the above matter on July 30, 2020 with requisite majority.

(e) Amendment in Object Clause of the Memorandum & Association (“MOA”)

The clause III B (45) of the MOA of the Company was amended to incorporate necessary enabling powers for investing and dealing with the assets/money and to lend/ borrow money and to provide security or give guarantee including mortgaging, hypothecating or pledging or creating charge over the whole or any part of the property, for operational convenience and clarity. The resolution for amendment in the aforesaid object clause of MOA was sent to the shareholders of the Company through aforesaid postal ballot notice. The shareholders accorded their approval on July 30, 2020 with requisite majority.

(f) Issue of Securities to Eligible Qualified Institutional Buyers (“QIB”)

Pursuant to the resolution passed by the Board of Directors on September 1, 2020 and special resolution passed by the shareholders of the Company on September 29, 2020 for issue of equity shares to QIBs, on March 10, 2021, the Company had issued and allotted 6,14,12,482 (Six Crore Fourteen Lakh Twelve Thousand, Four Hundred Eighty Two only) equity shares of face value of INR 10 each at a price of INR 195.40 per equity share (including a premium of INR 185.40 per equity share) aggregating to INR 11,99,99,98,982.80 (Indian Rupees Eleven Hundred Ninety Nine Crore Ninety

Nine Lakh Ninety Eight Thousand Nine Hundred and Eighty Two and Eighty Paisa) to QIB pursuant to Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), Section 42 and other applicable provisions of the Act, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 made thereunder, each as amended, and the provisions of all other applicable laws inter alia to the extent possible, to achieve minimum public shareholding requirement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (“MD&A REPORT”)

The Management Discussion and Analysis Report forms an integral part of this Annual Report and inter alia gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s business in India and abroad, risk management systems and other material developments during the year under review.

REPORT ON CORPORATE GOVERNANCE (“CG REPORT”)

The Company is committed to benchmarking itself with global standards of Corporate Governance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance.

In terms of Listing Regulations, a report on Corporate Governance along with the certificate from M/s Sanjay Grover & Associates, Company Secretaries (Firm Registration No. P2001DE052900) confirming compliance of the conditions of Corporate Governance is annexed and forms an integral part of this Annual Report.

MINIMUM PUBLIC SHAREHOLDING THRESHOLD

As on the date of this Board Report, the public shareholding of the Company is 29.54% including 4.82% paid up equity capital (5.15% at the time of sale), sold by Max Ventures Investment Holdings Private Limited (“MVIHPL”) and Mr. Analjit Singh, certain Promoters of the Company was not undertaken towards compliance with the Minimum Public Shareholding (“MPS”) threshold. In terms of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”) as amended and the Listing Regulations, the Company is required to achieve a minimum level of public shareholding of 25% of its paid-up equity share capital within one year from the date of listing, i.e., on or prior to August 20, 2021. The Company is taking necessary actions to ensure the compliance within the prescribed timelines.

RECLASSIFICATION OF PROMOTERS

The current Promoters of the Company are Mr. Analjit Singh, Ms. Neelu Analjit Singh, Ms. Piya Singh, Mr. Veer Singh, Ms. Tara Singh Vachani, MVIHPL (collectively “Analjit Singh Group”), Mr. Abhay Soi and Kayak Investments Holding Pte. Ltd (“Kayak”). Pursuant to the Scheme, Analjit Singh Group is to be reclassified as public shareholders in accordance with the provisions of the Listing Regulations (such reclassification, the “De-promoterisation”). Such De-promoterisation will be undertaken only upon the Company achieving the MPS requirement as prescribed under the SCRR. Post such De-promoterisation, Mr. Abhay Soi and Kayak shall be the Promoters of the Company.

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

The Authorised Capital of the Company has been increased from INR 10,85,00,00,000 (Indian Rupees One Thousand Eighty Five Crore) to INR 1385,00,00,000 (Indian Rupees One Thousand Three Hundred Eighty Five Crore) divided into 1,26,00,00,000 (One Hundred Twenty Six Crore) equity shares of INR 10 each by creation of additional 30,00,00,000 (Thirty Crore) equity shares of INR 10 each ranking pari passu in all respect with the existing equity shares of the Company and (ii) 12,50,00,000 (Twelve Crore Fifty Lakh) Cumulative Preference Shares having a nominal value of INR 10 each with the approval of shareholders of the Company in the Annual General Meeting (“AGM”) held on September 29, 2020.

Pursuant to the Scheme, on June 19, 2020, 63,50,42,075 (Sixty Three Crore Fifty Lakh Forty Two Thousand Seventy Five) fully paid up equity shares of the Company have been allotted to the shareholders of Radiant as on June 1, 2020 in the share entitlement ratio of 9,074:10 and 26,62,41,995 (Twenty Six Crore Sixty Two Lakh Forty One Thousand Nine Hundred Ninety Five) fully paid up equity shares to the shareholders of erstwhile Max India Limited as on June 15, 2020 in the share exchange ratio of 99:100.

Further, 26,69,97,937 (Twenty Six Crore Sixty Nine Lakh Ninety Seven Thousand Nine Hundred Thirty Seven) equity shares each held by Radiant and erstwhile Max India Ltd., in the Company, got cancelled simultaneous to the issuance of equity shares to the shareholders of Radiant and erstwhile Max India Limited as aforesaid, on June 19, 2020.

On March 10, 2021, the Company has issued and allotted 6,14,12,482 (Six Crore Fourteen Lakh Twelve Thousand Four Hundred Eighty Two) equity shares of face value of INR 10 each at a price of INR 195.40 per equity share (including a premium of INR 185.40 per equity share) aggregating to INR 11,99,99,98,982.80 (Indian Rupees Eleven Hundred Ninety Nine Crore Ninety Nine Lakh Ninety Eight Thousand Nine Hundred Eighty Two and Eighty Paisa) to QIBs, pursuant to Chapter VI of the SEBI ICDR Regulations, Section 42 and other applicable provisions of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 made thereunder, each as amended and the provisions of all other applicable laws.

As on March 31,2021, the issued, subscribed and paid up equity share capital stands at INR 9,65,94,50,060 (Indian Rupees Nine Hundred Sixty Five Crore Ninety Four Lakh Fifty Thousand Sixty only) divided into 96,59,45,006 (Ninety Six Crore Fifty Nine Lakh Forty Five Thousand Six) equity shares of INR 10 each fully paid up. The Company has only one class of equity shares with face value of INR 10 each, ranking pari-passu.

Except as mentioned above, the Company has not issued any shares during FY 2020-21.

CHANGE IN NATURE OF BUSINESS

During FY 2020-21, there was no change in the nature of Company’s business.

STATEMENT OF DEVIATION OR VARIATION IN UTILIZATION OF PROCEEDS RAISED, IF ANY, DURING THE YEAR

As mentioned above, the Company has raised funds amounting ~INR 1,200 Crore (Indian Rupees Twelve Hundred Crore) by way of Qualified Institutions Placement (“QIP”).

Pursuant to the Regulation 32(1) of the Listing Regulations, there is no deviation / variation in the utilization of proceeds as stated under “Use of Proceeds” in the placement document of QIP. Further, the details of the utilization of funds are submitted to the Stock Exchanges in the prescribed format in accordance with SEBI notification dated December 24, 2019.

The requisite annexure for the detail for utilization of proceeds of QIP has been provided in the CG Report.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2021, the Company has six (6) subsidiaries

i.e. Hometrail Buildtech Private Limited (“HBPL”) (100%), Alps Hospital Limited (100%), Crosslay Remedies Limited (“CRL”) (83.16%), Saket City Hospitals Limited ("SCHL") (100%), Radiant Life Care Mumbai Private Limited (99.99%) and MHC Global Healthcare (Nigeria) Limited (“MGHL”).

Further, the Board of Directors of the Company at their meeting held on June 19, 2020, have adopted a policy for determining “material subsidiary” pursuant to the Listing Regulations. The said policy is available on the website of the Company at https://www.maxhealthcare.in/investors/corpo rate-governance.

Based on the Audited Financials of the Company for FY 2020-21, pursuant to Regulation 16(1) of Listing Regulations, HBPL and CRL are material subsidiaries of the Company for FY 2021-22.

Further, pursuant to Regulation 24(1) of the Listing Regulations, CRL is the material subsidiary of the Company for FY 2021-22 and on May 28, 2021, the Board recommended the appointment of Mr. K. Narasimha Murthy, an Independent Director on the Board of the Company, as a Director on the Board of CRL.

As on March 31, 2021, the Company has no associate/joint venture company.

Further, the Board at its meeting held on February 6, 2021 had accorded its approval to incorporate an offshore wholly owned subsidiary i.e. Max Healthcare FZ LLC to be registered in Dubai Healthcare City in UAE for the purpose of business development and support services in the healthcare industry. The incorporation of the Max Healthcare FZ LLC is under process.

Also, the Board at its meeting held on April 06, 2021, approved incorporation of a wholly owned subsidiary of the Company to inter-alia provide range of diagnostic services including pathology lab services to retail and non-captive customers as well as third party hospital lab management and the Company is in the process of incorporating the said subsidiary company i.e. Max Lab Limited.

INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY

The Company has a robust and well embedded system of internal controls, which are reviewed and upgraded based on Risk Control testing performed from time to time. Comprehensive policies, guidelines and procedures are laid down for all business processes and these are accessible to the concerned employees through the designated web page. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements, management reporting for business performance management and for maintaining accountability of assets.

An extensive risk based programme of internal audits, theme based audits, exceptional reporting and IT based transaction controls, coupled with constant management reviews, provide assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit and Risk Committee (“A&RC”) periodically. Further, A&RC also monitors the status of management actions emanating from internal audit reviews.

During the year under review, such controls were assessed and no reportable material weaknesses in the design or operation were observed. The statutory auditors during the course of their audit did not find any material weakness in controls and / or misstatement resulting from lack of internal controls.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of the Section 136 of the Act financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company will provide a copy of separate Annual Accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said Annual Accounts will be available for inspection. In terms of provision to Section 136(2) of the Act, the shareholders interested in obtaining a copy of separate audited or unaudited financial statements, as the case may be, as prepared in respect of each of the subsidiary(ies) of the Company may write to the Company Secretary at the Company’s registered office or by email at [e-mail].

A statement in Form AOC-1 containing the salient features of the financial statements of the Company’s subsidiary(ies) is also attached with Standalone Financial Statements.

REPORT ON PERFORMANCE & FINANCIAL POSITION OF THE SUBSIDIARIES

In terms of Rule 8(1) of the Companies (Accounts) Rules, 2014, the highlights on performance of subsidiaries and their contribution to the overall performance of the Company during FY ended March 31,2021 are as follows:

• Hometrail Buildtech Private Limited (HBPL): HBPL was incorporated on April 21, 2008 and is having its registered office at N - 110, Panchsheel Park, New Delhi-110017. HBPL is a wholly owned subsidiary of the Company.

Pursuant to the Concession Agreement(s) executed with the Government of Punjab for setting up of SuperSpeciality hospitals in Bhatinda and Mohali, HBPL is currently running and operating two hospitals (viz. Max Super Speciality Hospital, Bhatinda and Max Super Speciality Hospital, Mohali) that provides high end medical care to residents of tricity of Chandigarh, Mohali, Panchkula and in the industrial town of Bathinda, Punjab along with other similar programmes for providing treatment and medical services. These hospitals have been set up as Public Private Partnership with Govt. of Punjab.

During the year ended March 31, 2021, HBPL made a Profit after Tax (“PAT”) of INR 36 Crore. The total comprehensive income for FY 2021 is INR 36 Crore.

• Alps Hospital Limited (ALPS): Alps was incorporated on May 26, 1989. ALPS shifted its registered office from National Capital Territory (NCT) of Delhi to State of Maharashtra i.e. 401,4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra-400056 w.e.f. March 16, 2021. ALPS is a wholly owned subsidiary of the Company and also filed a petition before NCLT Mumbai Bench for Merger by absorption with another wholly owned subsidiary of the Company i.e. Saket City Hospitals Limited (“SCHL”) on April 09, 2021.

It operates in the healthcare services business in India. Currently, it focuses on establishing, maintaining and running a hospital in Gurugram, Haryana (“Max Hospital, Gurugram”). It also has dispensaries, maternity and family welfare centers, diagnostic and pathology centers, emergency and trauma centers, X-Ray and E.C.G centers etc. Also, in order to effectively manage radiology services and to provide the services round the clock cover, during the year, ALPS has outsourced its Radiology and related services to SCHL.

During the year ended March 31, 2021, ALPS made a PAT of INR 2 Crore. The total comprehensive income for FY 2021 is INR 2 Crore.

• Crosslay Remedies Limited (CRL): CRL was incorporated on January 8, 2002 and is having its registered office at N - 110, Panchsheel Park, New Delhi-110017. CRL owns and currently operates Max Super Speciality Hospital, Vaishali (erstwhile Pushpanjali Crosslay Hospital) and Max Multi Speciality Centre, Noida.

CRL provides a spectrum of preventive, diagnostic and treatment alternatives with follow - up care in all medical specialities. It also provides key tertiary care specialities such as oncology, renal sciences, GI sciences, orthopedics and joint replacement, cardiac sciences and neurosciences etc.

In terms of the share purchase cum subscription agreement dated May 28, 2015, the Company acquired majority stake in CRL, pursuant to which it became the subsidiary. As on March 31, 2021, the Company holds 83.16% shares in CRL.

During the previous financial year ended March 31, 2020, the Relevant Shareholders Group exercised their put option and an amendment to Share Purchase Agreement (“CRL SPA”) dated January 15, 2020 was executed amongst CRL, Relevant Shareholders Group and Company for acquisition of 3,15,68,142 (Three Crore Fifteen Lakh Sixty Eight Thousand And One Hundred Forty Two) equity shares by December 31, 2020, unless mutually extended. Pursuant to amendment agreement to CRL SPA dated June 18, 2020, 74,59,001 (Seventy Four Lakh Fifty Nine Thousand and one) equity shares (constituting ~5.21%) have been acquired for INR 23.32 Crore (Indian Rupees Twenty Three Crore and Thirty Two Lakh). As at March 31, 2021, the Company holds 83.16% equity stake in CRL and the timelines for the acquisition has been mutually extended. The Management basis its assessment of non-controlling interest under Ind AS 110, has concluded that as per the terms of amendment to CRL SPA dated June 18, 2020, the Company continues to have the present ownership interest with the right to purchase the remaining equity

shares and accordingly, treated CRL as a wholly owned subsidiary for consolidation purposes.

Further, by way of a second amendment agreement dated April 05, 2021, the Company has agreed to purchase remaining 16.84% of equity share capital of CRL in one or more tranches, from other shareholders of CRL. Subsequent to acquisition of remaining 16.84% of CRL equity shares, CRL will become wholly owned subsidiary of the Company in terms of the Act.

During the year ended March 31,2021, CRL made a PAT of INR 44 Crore. The total comprehensive income for FY 2021 is INR 44 Crore.

• Saket City Hospitals Limited (SCHL): SCHL was incorporated on January 8, 1991. In terms of Share Purchase Agreement dated November 27, 2015, amongst the Company, Smart Health City Pte. Limited (“Seller”) and SCHL (“SCHL SHA”), SCHL became subsidiary of the Company w.e.f December 1, 2015 by way of acquisition of 51% of the paid up equity share capital of SCHL.

Further, in accordance with Clause 5 of the SCHL SHA, the Seller issued Put Option Notice to MHIL on March 28, 2019, requiring the Company to purchase all the option Shares (i.e. 1,42,81,883 equity shares) at the option price as defined under SCHL SHA.

On March 26, 2020, the Seller, the Company, Dr. Bhupendra Kumar Modi, Kayak and SCHL entered into a Share Purchase Agreement, to buy the option shares from the Seller jointly by Kayak and the Company. Accordingly, the Seller transferred 16,81,883 equity shares (Sixteen Lakh Eighty One Thousand Eight Hundred and Eighty Three) and 1,26,00,000 (One Crore Twenty Six Lakh) equity shares to MHIL and Kayak respectively on March 27, 2020.

Simultaneously, on March 26, 2020, SCHL, MHIL and Kayak, had entered into a Share Purchase Agreement for purchasing the Kayak’s stake (i.e.1,26,00,000 equity shares). Pursuant to Amendment Agreement dated March 11,2021 to this Agreement, the Company, has purchased 1,26,00,000 equity shares representing 42.8% of equity share capital (“Purchased Shares”) of SCHL from Kayak (such transaction, the “Share Purchase Transaction”). Pursuant to the Share Purchase Transaction, SCHL has become a wholly owned subsidiary of the Company with effect from March 15, 2021. As on March 31, 2021 Company is holding 100% equity stake in SCHL.

SCHL provides healthcare services including sale of medicines in the course of delivery of healthcare services by way of Business to Business (B2B), construction services, supply, erecting and installation of equipment and other related services. SCHL is also in the business of purchasing, taking on lease, license, or otherwise acquiring, operating or administering establishments of medical services.

During the year, Saket City Hospital Private Limited was converted into a public limited Company and its registered office was shifted from National Capital Territory (NCT) of Delhi to State of Maharashtra w.e.f March 18, 2021 at 401, 4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra-400056. SCHL filed a petition before NCLT Mumbai Bench for Merger by absorption

with another wholly owned subsidiary of the Company i.e. ALPS on April 09, 2021.

During the year ended March 31, 2021, SCHL made a loss after tax of INR 6 Crore. The total comprehensive loss for the FY 2021 is INR 6 Crore.

• Radiant Life Care Mumbai Private Limited (RLCM):

RLCM was incorporated on May 21, 2014 under the Act. Its registered office is situated at 401, 4^th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra - 400056.

RLCM is engaged in the business of setting up, maintaining and operating hospitals (whether with or without a medical school), nursing institutes and homes, clinics and medical centres offering medical facilities and to outfit speciality medical units in existing hospitals, nursing homes and medical centres and operate, manage or exploit them and also to provide education respecting medical, surgical and pharmaceutical fields. Presently, it focuses on operating and managing a super speciality hospital i.e. Nanavati Hospital, situated at Vile Parle (West), Mumbai, Maharashtra.

During the year ended March 31, 2021, RLCM made a loss after tax of INR 7 Crore. The total comprehensive loss for the FY 2021 is INR 7 Crore.

• MHC Global Healthcare (Nigeria) Limited (MGHL):

MGHL was incorporated under the Companies and Allied Matters Act 1990 on May 20, 2019 and is having its registered office at Kresta Laurel Complex, 4^th Floor, 376, Ikorodu Road, Maryland, Ikeja, Lagos, Nigeria. MGHL is a wholly owned subsidiary of the Company.

MGHL was incorporated in Lagos, Nigeria as a wholly owned subsidiary in line with Company’s international strategy to serve an increasing number of patients from abroad. MGHL will be operational once COVID-19 situation stabilizes.

REPRESENTATIVE OFFICE IN KENYA

The Kenya branch office continued on its strong growth trajectory during the period under review. The Nairobi office expanded its footprints within Kenya by setting two smaller offices in the cities of Mombasa and Kisumu. The business rose significantly from these markets. The Nairobi office also focused on high end and high value procedures of Bone Marrow Transplants, Liver Transplants and Pediatric Cardiac Surgeries. The credit business through the key client National Health Insurance Fund (NHIF), remained very well managed and within approved credit limits.

PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations’), the Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons (‘the Code’). The said Code lays down guidelines which provide for the procedure to be followed and disclosures whilst dealing with shares of the Company. Further, the Company has complied with the standardized reporting of violations related to code of conduct under PIT Regulations. The Company has also put in place the institutional mechanism for prevention of insider trading along with policy for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price

sensitive information. The Company has set up a mechanism for weekly tracking of the dealings of equity shares of the Company by the designated persons and their immediate relatives having access to unpublished price sensitive information.

As part of the awareness programme, the Company has imparted training to concerned persons by the subject matter expert and initiatives are being taken to educate and promote awareness on the practical aspects of PIT Regulations and the Code.

PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits from the public/shareholders of the Company pursuant to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders’ value and growth. The Board is duly supported by the Chairman & Managing Director and Senior Management Team in ensuring effective functioning of the Company.

The Company’s policy is to have an appropriate blend of Executive and Non-Executive Directors including Independent Directors, representing a judicious mix of professionalism, knowledge and experience, in line with the Management’s commitment for the principle of integrity and transparency in business operations for good Corporate Governance. The Board provides strategic guidance and direction to the Company to help achieve its vision, long-term strategic objectives and to protect the interest of the stakeholders.

As on March 31,2021, the Board was comprised of 7 (seven) Directors (including one woman Director), out of which 1 (one) was a Promoter & Executive Director, 2 (two) were Non-Executive Non Independent Directors and 4 (four) were Non-Executive Independent Directors.

As on the date of this Report, the Board comprises of 7 (seven) Directors (including one woman Independent Director), out of which 1 (one) is a Promoter & Executive Director, 2 (two) are Non-Executive Non Independent Directors and 4 (four) are Non-Executive Independent Directors.

The following changes took place in the directorship and key managerial personnel of the Company during FY ended March 31,2021:

• Mr. Abhay Soi, based on recommendations of Nomination & Remuneration Committee (“NRC”) on June 19, 2020 and as approved by the Board on June 19, 2020 and shareholders of the Company on July 30, 2020, was appointed as the Chairman & Managing Director of the Company for a period of three consecutive years with effect from June 19, 2020 on the terms & conditions as set out in the employment agreement executed between the Company, the details whereof have been provided in the CG Report.

• Due to preoccupation elsewhere, Mr. Prashant Kumar stepped down from the Board as a nominee of Kayak with effect from June 19, 2020 and Ms. Ananya Tripathi joined the Board in his place as a nominee of Kayak with effect from June 19, 2020.

• Mr. Mohit Talwar, Ms. Tara Singh Vachani and Mr. Dinesh Kumar Mittal stepped down from the Board of the Company as nominee of erstwhile Max India Limited with effect from June 1, 2020.

• Dr. Mradul Kaushik was appointed as Manager of the Company in terms of section 203 of the Act, with effect from August 01, 2019 and subsequently he stepped down from the position of Manager with effect from June 15, 2020.

Subsequent to FY 2020-21, Mr. Upendra Kumar Sinha, Independent Director stepped down from the Board with effect from May 20, 2021. And, Ms. Harmeen Mehta was appointed as a woman additional Independent Director on the Board of the Company with effect from May 24, 2021.

In terms of the provisions of Section 152 of the Act, Ms. Ananya Tripathi, Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company. Being eligible, she has offered herself for re-appointment. Your Directors recommend her appointment at the ensuing AGM.

In accordance with the provisions of Section 161 of the Act and AOA of the Company, the Board of Directors on May 24, 2021 approved the appointment of Ms. Harmeen Mehta as an additional Director to hold the office upto the date of ensuing AGM of the Company and as an Independent Director for a term of five consecutive years on the Board of the Company with effect from the same date i.e. May 24, 2021, subject to the approval of shareholders in the ensuing AGM of the Company.

The Company has received notice in writing in terms of Section 160 of the Act, proposing the candidature of Ms. Harmeen Mehta for the office of Director of the Company. The Board recommends the appointment of Ms. Harmeen as an Independent Director for a term of five consecutive years with effect from May 24, 2021, at the ensuing AGM of the Company.

During the year under review, apart from the above stated facts, there was no change in the composition of Board of Directors and Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company as on date, Mr. K Narasimha Murthy, Mr. Mahendra Gumanmalji Lodha, Mr. Michael Thomas Neeb and Ms. Harmeen Mehta, have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) and 25(8) of the Listing Regulations. They are also in compliance with Rule 6 (1) & (2) of the Companies (Appointment & Qualifications of Directors) Rules, 2014. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All other Directors of the Company have also provided declarations on the fact that they are not debarred from holding the office of Director by virtue of any SEBI order or any other statutory authority as required under the Circular dated June 20, 2018 issued by BSE and NSE.

The Board of Directors of the Company is of the opinion that the Independent Directors possess a high level of integrity, expertise and experience which are beneficial to the Company and its stakeholders.

The disclosures with regard to resignation, appointment and re-appointment of Directors are available at website of the Company at https://www.maxhealthcare.in/investors/ corporate-governance

KEY MANAGERIAL PERSONNEL

Mr. Abhay Soi, Chairman & Managing Director, Mr. Yogesh Kumar Sareen, Senior Director & Chief Financial Officer and Ms. Ruchi Mahajan, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with the Section 2(51) and Section 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2021.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at least four times in a year, with a maximum time gap of 120 days between any two meetings, to discuss and review the quarterly results and other items of agenda, including the minimum information required to be placed before the Board, as per Part A of Schedule II of the Listing Regulations. The Board also meet and conduct additional meetings as and when required and thought fit. The dates for the Board and Committee Meetings are decided in advance and timely communicated to the Directors.

The Chairman & Managing Director of the Board, Senior Director & Chief Financial Officer, Senior Director - Corporate Affairs and the Company Secretary & Compliance Officer, discuss the items to be included in the Board agenda. The agenda of the meeting along with relevant supporting documents and explanatory notes is generally circulated in advance to all the Directors entitled to receive the same, to facilitate meaningful and quality discussions during the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In case the detailed agenda is shared in less than seven days before the date of meeting, the agenda is taken up with the permission of the Chairman and with the consent of majority of the Members present in the Meeting, including one Independent Director. The Senior Management officials are also invited to various Board / Committee Meetings to provide additional input on the matters being discussed by the Board and its Committees.

As required under the Act and Listing Regulations, the Board has constituted four Committees viz., Stakeholders’ Relationship Committee, Audit & Risk Committee (“A&RC”), Nomination and Remuneration Committee (“NRC”) and Corporate Social Responsibility Committee ("CSR") and the details of membership of the Committees are disclosed in CG Report which forms an integral part of this Annual Report.

Keeping in view the requirements of the Act and Listing Regulations as amended from time to time, the Board reviews the terms of reference of these Committees and the nomination of Board Members to various Committees. The recommendations of these Committees are submitted to the Board for approval.

The details of meetings of Board and Committee(s), changes in composition of the Committee(s) during the FY 2020-21 has been provided under the CG Report forming part of this Annual report.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

Pursuant to provisions of the Act, NRC of the Board, has formulated a Nomination, Remuneration and Board Diversity Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel (KMPs), Senior Management and other employees of the Company and to ensure diversity at the Board level.

The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors. It takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages.

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

The remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the year under review are provided under Annexure - 1.

In compliance with the Listing Regulations, during the year ended March 31, 2021, the Company has updated its Nomination, Remuneration and Board Diversity Policy. The details of this policy are available on the Company’s website and can be accessed at https://www.maxhealthcare.in/ investors/corporate-governance.

The salient features of the Nomination, Remuneration and Board Diversity Policy are as under:

• Represents the approach of the Company for remuneration of Directors and Senior Management;

• Sets out the approach to have a diversity on the Board of the Company in terms of gender, age, cultural, educational & geographical background, ethnicity, profession, experience skills and knowledge;

• The compensation of Directors, Key Managerial Personnel, Senior Management and other employees is based on the following principles:

a. Aligning key executive and Board remuneration with the long term interests of the Company and its shareholders;

b. Minimizing complexity and ensuring transparency;

c. Linked to long term strategy as well as annual business performance of the Company;

d. Promoting a culture of meritocracy and linked to key performance and business drivers; and

e. Reflective of line expertise and market competitiveness so as to attract the best talent.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its

Committees and individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committees, such as adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meetings, Board’s focus, regulatory compliances and corporate governance, etc. Similarly, for evaluation of individual Director’s performance, the questionnaire covers various aspects like his/ her skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions; sufficient understanding and knowledge of the Company and the sector in which it operates; understanding and fulfilling the functions as assigned to him / her as Director; ability to function as an effective team member; actively takes initiatives with respect to various areas; availability for Board meetings and attends the meeting regularly and timely, without delay; adequate commitment to Board and the Company; effective contribution to the Company and in the Board meetings; demonstrating highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.) and exercise of his / her own judgment and voices opinion freely.

The Board members had submitted their response on a scale of 1 (strongly disagree) to 4 (strongly agree) and evaluated performance of Board, its Committees and individual Directors, including Chairman of the Board. The Independent Directors had met separately without the presence of Non-Independent Directors and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Non-Executive Directors including Independent Directors. They have assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. The NRC has also carried out evaluation of each Director’s performance.

The performance evaluation of the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it is determined whether to extend or continue their term of appointment, whenever their respective term expires.

The Independent Directors suggested that the Board need to spend more time in strategic discussion as the Company is going through its turnaround phase. Also, an annual session on technological developments in healthcare sector should be organized as a part of annual training to Directors. Based on majority of the feedback, the Directors expressed satisfaction with the overall evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

A declaration of independence in compliance with Section 149(6) of the Act and Regulation 16(1 )(b) and 25(8) of the Listing Regulations, has been taken on record from all the Independent Directors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

As required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (“Accounts Rules’’) the particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, are given in “Annexure -2” hereto and forms part of this Board Report.

WEB LINK OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the ‘Investors’ section of the Company’s website: https://www.maxhealthcare.in/investors/corporate-governance.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties has been provided in the CG Report.

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2020 -21 were in the ordinary course of business and on an arm’s length basis. There was no related party transaction requiring approval of Board. During the year, 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 transaction.

Further, during FY 2020-21, there were no materially significant related party transactions entered by the Company with the Promoters, Directors, KMPs or other designated persons, which might have potential conflict with the interest of the Company at large.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, detailed disclosure on related party transactions as per IND AS- 24 containing the name of the related party and details of the transactions entered with such related party have been provided under Note No. 29.11 of the Standalone Financial Statements.

The policy on dealing with related party transactions is available on the Company’s website https://www.maxhealthcare.in/ investors/corporate-governance

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’), is appended as Annexure - 1 to this Board Report. The information as per Rule 5(2) of the Rules forms part of this report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Board Report and Financial Statements are being sent to the shareholders of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

As per Section 134(5) of the Act, your Directors, to the best of their knowledge and belief confirm that:

(i) In the preparation of annual accounts for the FY ended on March 31,2021, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2021 and of the profit or loss of the Company for the FY ended on March 31,2021.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

(v) The Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N) (“Deloitte”), were appointed as the Statutory Auditors of the Company at the AGM held on September 29, 2020 for a term of 5 consecutive years until the conclusion of the AGM of the Company to be held in the year 2025.

The notes on financial statement referred in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, comment, observation, reservation or adverse remark.

AUDITORS'' CERTIFICATE ON COMPLIANCE WITH FDI NORMS

Pursuant to Reserve Bank of India Circular Ref. RBI / 20132014 / 117A.P. (DIR Series) Circular No. 1 dated July 4, 2013 (as amended from time to time) and in terms of Rule 23(6) of Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Company has obtained a certificate from the Statutory Auditors as required under the said Rules regarding downstream investment. In the Certificate, the Statutory Auditors noted that, in some cases, Form DI with Reserve Bank of India and intimation to DPITT were not filed till date. The Management informed the Statutory Auditors that the delay was inadvertent and necessary form/intimation are being filed.

REPORTING OF FRAUD BY THE AUDITORS

During the year under review, the Statutory Auditors have not reported any fraud, which are committed against the Company by officers or employees of the Company.

COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records & Audit) Rules, 2014, the Company had appointed M/s Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for FY 2020-21. The Company has made and maintained the Cost accounts and records in accordance with section 148 sub-section (1) of the Act read with Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report will be filed within the stipulated period of 180 days from the close of the FY.

Further, the Company has received a certificate from M/s Chandra Wadhwa & Co. confirming their eligibility and willingness for appointment as the Cost Auditor of the Company for FY 2021-22.

The Company has appointed M/s Chandra Wadhwa & Co., as Cost Auditor of the Company for FY 2021-22, at a remuneration of INR 5,72,000 (Indian Rupees Five Lakh Seventy Two Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses. Further, in terms of Section 148 (3) of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditor so appointed will be proposed for ratification by the shareholders of the Company in the ensuing AGM.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as the Secretarial Auditor for FY 2020-21. The Secretarial Audit Report for FY ended March 31, 2021 is annexed herewith as “Annexure-3” to this Board Report.

The Secretarial Auditor of the Company has reported that during the period under review the Company has complied with the applicable provisions of the Act, Rules and Regulations, Guidelines including as prescribed under SEBI Act except to the extent as mentioned below:

As per Regulation 18(1) of the Listing Regulations, with respect to the composition of A&RC of the Board, the Company had not rounded off the fraction to the highest number as clarified under SEBI SOP circular dated January 22, 2020 read with Regulation 18(1 )(b) of the Listing Regulations and accordingly, two-third of the members of this Committee were not Independent Directors from August 21, 2020 (date of listing of equity shares of the Company on BSE and NSE) till February 10, 2021. Thereafter, the Committee was reconstituted on February 11,2021 and the composition of the said Committee was in due compliance with Regulation 18(1 )(b) of the Listing Regulations. The Company paid the penalty of INR 4,10,640 (Indian Rupees Four Lakh Ten Thousand Six Hundred Forty) imposed by NSE and BSE respectively.

The management mentioned that the Committee was reconstituted on February 11,2021 and the composition of the said Committee was in due compliance with Regulation 18(1) (b) of the Listing Regulations and penalties have been paid.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Company’s unlisted material subsidiaries undergo Secretarial Audit. The Secretarial Audit Reports of HBPL and CRL are annexed herewith as “Annexure-4A and 4B” to this Board Report. The Secretarial Audit Report of these unlisted material subsidiaries does

not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Company has appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as the Secretarial Auditor for FY 2021-22 pursuant to Section 204 of the Act.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

RISK MANAGEMENT

The Company has a risk management system aimed at identifying, analyzing, assessing, mitigating, monitoring risk or potential threat to achievement of our strategic and business objectives covering various aspects of our business, including operations, legal, treasury, regulatory, strategic and financial.

The A&RC reviews the mitigation plan for high and critical risk events that may adversely affect the operations and profitability of our business and suggest suitable measures to mitigate such risks. Our risk management framework is a combination of formally documented policies in certain areas such as financial, legal and regulatory and an informal approach to risk management in others. Risk management policies and systems are reviewed on a periodical basis to reflect changes in market conditions and our business activities.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes integrity and ethical behavior in its business activities and has a Whistle Blower Policy to provide appropriate avenues to the stakeholders to raise bona fide concerns relating to unethical and improper practices, irregularities, governance weakness, financial reporting issues or any other wrongful conduct and to prohibit the victimization of the whistle blowers.

A whistle blower can raise his / her concerns with the designated official and under exceptional circumstances with the A&RC. The investigations relating to the concern is required to be carried out by / or under the instruction of the Ethics and Compliance Committee comprising of three permanent members including Head Internal Audit, Head - HR, Head -Legal, Compliance & Regulatory Affairs (the Chairperson of the Committee), Head of Clinical Directorate and any other members as may be co- opted on a case by case basis for effective redressal of a concern. Any allegations that fall within the scope of the concerns identified are investigated and resolved appropriately. Further, during the year under review, no individual was denied access to the A&RC for reporting concerns, if any.

The Company has updated its Whistle Blower Policy in compliance with Listing Regulations and the PIT Regulations. This Policy, inter-alia, provides a direct access to the Chairman of the A&RC.

The A&RC periodically reviews the complaints received, if any, the action taken and appropriate closure of the complaints.

The above mechanism has been appropriately communicated within the Company across all levels and the details of establishment of vigil mechanism for Directors and employees to report genuine concerns are available at the website of the

Company and can be accessed at https://www.maxhealthcare. in/investors/corporate-governance.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient have been disclosed in the Standalone Financial Statements under note 29.21 which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company has a well-documented CSR Policy, which is available on the Company’s website at https://www. maxhealthcare.in/investors/corporate-governance. The CSR Policy of the Company outline its CSR focus areas, recommend the amount of CSR expenditure, execution process, review & monitoring mechanism, and reporting process to the Management and the Board of Directors of the Company.

As per the aforesaid Policy, MHIL group shall undertake CSR activities in all or any of the CSR activities as prescribed under the Act read with Schedule VII of the Act, however, it shall give primary importance to the identified sectors viz., Health & Hygiene, Education (exclusively for the selected Village / Grams / any other geographical clusters selected for development project), nutrition underprivileged women and children and livelihood by way of vocational training and creating & supporting self-help groups for single women led households in villages identified for adoption by the Company. In terms of Section 135 of the Act read with Companies (Corporate Social Responsibilities Policy) Rules, 2013, in view of the Company’s carried forward losses, the Company was unable to contribute to the CSR activities for the FY 2020 -21.

However, MHIL as a Group always believed in extending a helping hand to those who are in need. The details of CSR initiative taken by Group has been given under the section Management Discussion & Analysis.

The CSR Policy of the Company has been amended on May 28, 2021, in line with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 notified on January 22, 2021 issued by Ministry of Corporate Affairs.

Annual report on Corporate Social Responsibility Activities is annexed hereto as Annexure -5.

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

The Company strongly believes in providing a safe and harassment free workplace for every individual working in MHIL Group through various interventions, policy and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is an ICC at every work locations / hospitals, which is responsible for redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy.

No complaints were pending as on the beginning of FY 202021 and details regarding the complaints during the year ended March 31, 2021 are disclosed in the CG Report.

PHANTOM STOCK PLAN (“2017 MHIL PS”)

Prior to listing of securities of the Company, in order to align the interests of the employees to the interests of the Company and motivate them to contribute to the growth and profitability of the Company, pursuant to a resolution dated August 4, 2017 passed by the Board of Directors and resolution dated September 29, 2017 passed by the shareholders, approval was accorded to 2017 MHIL PS to offer, issue and allot options to the eligible employees of the Company. 2017 MHIL PS includes cash settled rights wherein the employees of the Company are entitled to cash compensation based on the Company’s fair value. 2017 MHIL PS does not entail issuance of any form of stocks or securities and is designed to draw benefits from the positive growth and appreciation in the enterprise value of the Company which means the grantee employees shall benefit by way of settlement of appreciation through cash outlays.

The total number of options granted pursuant to 2017 MHIL PS is 59,34,298 (Fifty Nine Lakh Thirty Four Thousand Two Hundred Ninety Eight) options. Out of the granted options, an aggregate of 21,33,170 options have been vested, 18,80,244 (Eighteen Lakh Eighty Thousand Two Hundred Forty Four) options have been exercised, 32,76,109 (Thirty Two Lakh Seventy Six Thousand One Hundred Nine) options have been lapsed or cancelled and 7,77,945 (Seven Lakh Seventy Seven Thousand Nine Hundred Forty Five) options are outstanding as on the date of this Report. The details of options outstanding under 2017 MHIL PS are mentioned in Note no. 29.5 to Standalone Financial Statements.

EMPLOYEE STOCK OPTION SCHEME - 2020 ("2020 ESOP SCHEME")

In order to reward, attract, motivate and retain employees of the Company, its holding company, and its existing or future subsidiary companies, in or outside India, as may be applicable, for their high level of individual performance and for their efforts to improve the overall performance of the Company with the objective of achieving sustained growth of the Company and creation of shareholder’s value by aligning the interests of the eligible employees with the long-term interests of the Company, pursuant to a resolution dated September 1,

2020 passed by the Board of Directors and resolution dated September 29, 2020 passed by the shareholders, approval was accorded to 2020 ESOP Scheme to offer, issue and allot equity shares to the eligible employees. The total number of stock options that can be granted pursuant to 2020 ESOP Scheme is 66,45,150 (Sixty Six Lakh Forty Five Thousand One Hundred Fifty) options in respect of 66,45,150 (Sixty Six Lakh Forty Five Thousand One Hundred Fifty) equity shares. The Company has received in - principle approvals on January 15,

2021 and January 28, 2021 from BSE and NSE, respectively, under Listing Regulations for the listing of the equity shares to be issued pursuant to the 2020 ESOP Scheme.

Applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits) Regulations, 2014, with regard to 2020 ESOP Scheme are provided as Annexure-6 to this report and are available on the Company’s website, https://www.maxhealthcare.in/investors/corpo rate-announcements

The 2020 ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time and the related resolution passed by the members of the Company on September 29, 2020. The certificate in this regard from the Statutory Auditors shall be placed at the ensuing AGM for inspection by the members.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this Annual Report, there have been no material change and/or commitment have occurred, which can affect the financial position of the Company between April 01, 2021 and the date of signing of this Board Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

STATUTORY DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2. I ssue of equity shares with differential rights as to dividend, voting or otherwise.

3. I ssue of shares (including sweat equity shares) to employees of the Company under any scheme, save and except ESOS referred to in this report.

4. The Chairman & Managing Director of the Company has not received any remuneration or commission from any of

its subsidiaries. As on March 31,2021, there is no wholetime Director in the Company.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

6. Buy-back of shares or under Section 67(3) of the Act.

7. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

8. No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central Government, State Governments and all other Government agencies and encouragement they have extended to the Company.

Your Directors also thank the Shareholders, Financial Institutions, Banks/ other Lenders, Customers, Vendors and other Stakeholders for their confidence in the Company and its Management and look forward for their continuous support.

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company.

The Board wishes to place on record its appreciation for the dedication and commitment of the Company’s employees at all levels which has continued to be our major strength.

For and on behalf of the Board

Sd/-Abhay Soi

Date : May 28, 2021 DIN: 00203597

Place: New Delhi Chairman & Managing Director