Max Healthcare Institute Ltd

Dear Members,

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.

Financial Highlights

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

H in Lakhs

*In financial year 2022-23, tax expenses include gain due to one-time reversal of deferred tax liability ofH24,422 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://d35oenyzp35321.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.

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

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 2023-24, 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

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:// d35oenyzp35321.cloudfront.net/Policy_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.

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.

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.

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.

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.

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

Alexis Multi-Speciality Hospital Private Limited

On February 9, 2024, MHIL executed share purchase agreement for acquisition of 100% equity stake in Alexis Multi-Speciality 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.

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.

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^

* 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.

^ 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

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.

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.

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, 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 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-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 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".

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-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 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 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 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://d35oenyzp35321.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.cloudfront.net/RPT_ Policy_2a10152cff.pdf

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-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.

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 149 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://d35oenyzp35321.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;

There were no amount proposed to be transferred to 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, 2024;

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 and Board's Report;

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;

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

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.