Global Health Ltd

Dear Members,

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

FINANCIAL RESULTS AND PERFORMANCE

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

(Rs In millions)

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

STATE OF COMPANY'S AFFAIR ON CONSOLIDATED BASIS

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

The Company's Earnings before Interest, Taxes, Depreciation, and Amortisation (EBITDA) increased by 29.0% year-on-year, reaching ' 8,737.40 millions compared to ' 6,771.24 millions in FY 2022-23. EBITDA margins improved by 154 basis points, rising from 24.5% in FY 2022-23 to 26.1% in FY 2023-24. The Profit Before Tax (PBT) grew by 39.6% year-on-year to ' 6,270.99 millions. The Profit After Tax (PAT) increased by 46.6%, amounting to ' 4,780.60 millions, with PAT margins improving by 245 basis points to 14.3% in FY 2023-24.

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

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

At the Lucknow hospital, 98 new beds were added, increasing the capacity to 699 beds as of March 31, 2024. Additionally, five new specialties were introduced during the year. At the Patna hospital, 28 new beds were added, and 4 operating theatres were operationalized in FY 2023-24, bringing the total capacity to 358 beds as of March 31,2024. During the year, eight new specialties were introduced, significantly enhancing the hospital's capabilities, particularly in critical care, emergency, and trauma services. Furthermore, the Patna hospital saw a gradual uptick in Public-Private Partnership (PPP) patient flow from September 2023 onwards and served over 500 PPP patients during the year. A comprehensive Oncology Care service program was launched at both Lucknow and Patna, featuring the operationalization of the Varian Edge Linear Accelerator (Linac) machine for radiation oncology. The Company also strengthened its clinical capabilities by onboarding over 150 senior clinicians across all units.

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

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

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

Scheme of Arrangement

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIVIDEND

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

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

DEPOSITS

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

TRANSFER TO RESERVE

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

SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

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

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

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

DEPOSITORIES

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

DEBENTURES

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

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

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

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

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

EMPLOYEE STOCK OPTION SCHEMES

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

The details of ESOP(s) available and allocated under plans during the FY 2023-24 are as under:

* 20,000 ESOPs were granted to Mr. Pankaj Sahni, one of the KMP of the Company in FY 2018-19.

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

Composition of Board

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

Change in Board of Directors

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

Retire by Rotation

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

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

Declaration of Independence from Independent Directors

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

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

KEY MANEGERIAL PERSONNEL

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

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

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

BOARD AND COMMITTEE MEETINGS

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

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

ANNUAL EVALUATION OF BOARDS PERFORMANCE

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

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

The Directors expressed their satisfaction with the evaluation process.

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

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

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the prescribed format and annexed herewith as Annexure 2 to this Board's Report.

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

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

RELATED PARTY TRANSACTIONS

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

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

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

Statutory Auditors

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

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

Internal Auditors

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

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

Secretarial Auditors

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

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

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

Cost Auditors

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

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

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

ANNUAL RETURN

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

RISK MANAGEMENT

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

WHISTLE BLOWER MECHANISM

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

During the year under review, the Company received 2 complaints under whistle blower mechanism of the Company which were reported to the Chairman of the Audit Committee. Basis the framework approved by the Chairman of Audit Committee, an independent enquiry was conducted and the Report thereof was duly submitted to the Audit Committee. Primarily, the Report of Independent Investigator concluded "Conflict of Interest" by one of the employees of Supply Chain Department with no direct financial loss to the Company. The said Report was duly shared with the Statutory Auditors and necessary documents as requested by them were also shared. The Statutory Auditors had examined the Report and basis their independent evaluation shared a Report under Section 143(12) of the Act, the detail of which is given below :

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

The Company has in place a policy on prevention of Sexual Harassment of Women at Workplace. Internal Complaint Committee(s) under POSH have been constituted to handle / investigate the matters relating to Sexual Harassment at various locations of the Company. The Company had received 12 complaints under POSH , out of which 11 were duly resolved as on March 31,2024 and 1 complaint was resolved in April, 2024 as per the terms of the policy of the Company.

INTERNAL FINANCIAL CONTROLS

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

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

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

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

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

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

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

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

ACKNOWLEDGEMENTS

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