During the year under review, the total income of your
Company reported an increase of 15.81% on a standalone
basis and 19.56% on a consolidated basis. The net profit
for the year under review, after taxation registered a
growth of 7.51% on a standalone basis and a growth of
15.11% on a consolidated basis. There was no change in
the nature of the business of the Company during the
year under review.

STATE OF COMPANY'S AFFAIRS ON
CONSOLIDATED BASIS

The Company continued its strong growth trajectory
during FY 2025-26. Consolidated Total Income increased
by 19.6% year-on-year to H 45,089 million as compared to
H 37,713 million in FY 2024-25. The growth was driven by
higher patient volumes, increased occupied bed days
and strong initial contribution from the Noida hospital,
which was formally inaugurated in November 2025.

The Company’s Consolidated Earnings before Interest,
Taxes, Depreciation, and Amortization (“EBITDA”) before
ESOP expense stood at H 10,560 million in FY 2025¬
26, registering a growth of 10.4% over H 9,562 million
reported in FY 2024-25. EBITDA margin stood at 23.4%
as compared to 25.4% in the previous year, reflecting
the impact of start-up costs associated with the newly
commissioned Noida hospital. Excluding Noida, EBITDA
increased by 18.6% year-on-year to H 11,343 million,

with EBITDA margins of 25.7%. Profit After Tax (“PAT”)
increased by 15.1% year-on-year to H 5,541 million as
compared to H 4,813 million in FY 2024-25.

The Board of Directors has recommended a final
dividend of 25% on the face value of H 2 per equity share,
i.e., H 0.50 per equity share.

Average Revenue per Occupied Bed (“ARPOB”) during
FY 2025-26 increased to H 66,550 as compared to H 62,722
in FY 2024-25. The Average Length of Stay (“ALOS”)
during the fiscal year improved to 3.04 days compared
to 3.17 days in FY 2024-25. In terms of patient volume, the
Out-patient Department (“OPD”) volume was 3,485,997
reflecting a robust growth of 18.7% year-on-year. The In¬
patient Department (“IPD”) volume increased to 202,112
representing year-on-year growth of 16.0%.

Matured hospitals comprising Gurugram, Indore and
Ranchi hospitals have a capacity of 1,925 beds and
delivered Revenue of H 28,482 million, registering a
growth of 9.0% year-on-year. The EBITDA of matured
hospitals stood at H 6,946 million, registering a growth of
7.2% year-on-year. During the year, the Company further
strengthened its presence in Ranchi through the
commissioning of a newly built 110-bed hospital under
an Operations and Management (O&M) arrangement
in July 2025, complementing its existing 200-bed

facility and enhancing its capacity to serve the growing
healthcare needs of the region.

The developing hospitals comprising Lucknow, Patna
and Noida continued to scale up during the year.
Revenue from developing hospitals stood at H 15,036
million, registering a growth of 37.5% year-on-year.
The strong revenue growth was driven by continued
scale-up of Lucknow and Patna hospitals and the
commencement of operations at Medanta Noida
in September 2025. EBITDA stood at H 3,663 million,
registering a growth of 11.3% year-on-year, reflecting the
expected drag from early-stage start-up losses of the
Noida hospital.

During the year, 500 beds were added across the
Medanta network, representing a 20.5% increase in
overall bed capacity. This includes the addition of 382
beds at Medanta Noida, which commenced operations
in September 2025. The total operational bed capacity
across the network increased to 3,665 beds as of
March 31, 2026.

The Company’s pharmacy business (Hospital and Retail)
continued to register robust growth, with revenue
increasing by 30.4% year-on-year to H1,826 million during
FY 2025-26. Medanta Labs, which was launched in
January 2023, continued to expand its network. The total
lab footprint as at March 31, 2026 comprised 9 labs and
300 collection points across 100 cities strengthening
the Company’s integrated healthcare ecosystem.

The Company continued to strengthen its outpatient
and primary care network through 8 clinics (including
2 radiology centers) across 5 cities and more than 90
neighborhood primary care clinics across Gurugram,
Delhi and Lucknow. In parallel, the Company continued
to expand its home care services, with a focus on
post-acute bundled care for oncology and transplant
patients. Key service offerings include ICU-at-home,
nursing and clinical care, medical equipment rental
and sleep studies, enabling patients to access quality
healthcare services in the comfort of their homes.

During the year, the Company strengthened its future
growth pipeline by completing the acquisition of land
for the proposed 400 bed multi-specialty hospital in
Guwahati, Assam. Subsequently, following the revision
in National Building Code (NBC) norms, the planned
capacity of the project was enhanced from 400 beds
to 650 beds. Further, the Board approved a 400-bed
hospital project in Varanasi under a build-to-suit
and lease arrangement. Development activities also
progressed across the Company’s projects in Mumbai,
South Delhi and Pitampura (Delhi).

In May 2026, the Company entered into a Business
Transfer Agreement for the acquisition of an
approximately 80-bed cancer hospital in Indore, which
will further strengthen its oncology capabilities and
complement its existing 175-bed hospital in the city.

Collectively, expansion initiatives are expected to add
approximately 490 beds during FY 2026-27 and an
addition of 2,700 beds over the next three to four years.

CONSOLIDATED FINANCIAL STATEMENTS

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

DIVIDEND

During the Financial Year under review, your Directors
after considering holistically the relevant circumstances
and keeping in view the Company's Dividend
Distribution Policy had recommended a dividend of
H 0.50/- per equity share for the Financial Year ended on
March 31,2025 which was paid to all eligible shareholders
during the year. The unpaid/unclaimed amount of
dividend as on March 31, 2026 is H 20,397.50/- which is
kept in separate bank account. A list of shareholders
whose dividend for FY 2024-25 remains unpaid is
available on the website of the Company athttps://www.
medanta.org/investor relations/shareholders-corner/
unclaimed-dividend. These shareholders are requested
to claim their respective dividends for which they can
approach to the Company or Registrar & Transfer Agent.

Post closure of financial year, keeping in line the past
trend of dividend payment, for FY 2025-26, the Board
of Directors at its meeting held on May 14, 2026
recommended final dividend to the shareholders for
their approval in ensuing Annual General Meeting
(“AGM”) of H 0.50 per equity share. The said dividend
once approved by the Members shall be paid within
prescribed timelines to all shareholders who hold shares
as on record date i.e. August 14, 2026.

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

Pursuant to Section 124 of the Act, the dividends that
are unpaid or unclaimed for a period of seven years shall
be transferred to the Investor Education and Protection
Fund (IEPF) along with the underlying shares on which
such dividend remains unclaimed. During the period
under review, no amount pertaining to dividend was
required to be transferred to the IEPF.

DEPOSITS

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

TRANSFER TO RESERVE

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

SHARE CAPITAL AND CHANGE IN CAPITAL
STRUCTURE

During the year under review, the Authorised Share
Capital of the Company was H 233,52,49,984/- (Rupees
Two Hundred Thirty Three Crores Fifty Two Lakhs Forty
Nine Thousand Nine Hundred Eighty Four Only) divided
into 116,76,24,992 (One Hundred Sixteen Crores Seventy
Six Lakhs Twenty Four Thousand Nine Hundred Ninety
Two Only) Equity Shares of H 2/-(Rupees Two only) each.

Further, no reclassification or subdivision of the
authorised Share Capital undertaken during the
Financial Year ended.

Further, during the year under review, the Issued,
Subscribed and Paid-up Equity Share Capital was
increased from H 53,71,74,764/- (Rupees Fifty Three
Crore Seventy One Lakh Seventy Four Thousand Seven
Hundred Sixty Four Only) divided into 26,85,87,382
(Twenty Six Crore Eighty Five Lakhs Eighty Seven
Thousand Three Hundred Eighty Two Only) Equity
Shares of H 2/- (Rupees Two Only) each to H 53,75,80,764/-
(Rupee Fifty Three Crore Seventy Five Lakh Eighty
Thousand Seven Hundred Sixty Four Only) divided
into 26,87,90,382 (Twenty Six Crore Eighty Seven Lakhs
Ninety Thousand Three Hundred Eighty Two Only)
Equity Shares of H 2/- (Rupees Two Only) each pursuant
to allotment of Equity Shares under GHL ESOP 2016 and
GHL LTIP Plan 2024, as detailed under :

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

DEPOSITORIES

Your Company has arrangements with National Securities
Depository Limited (“NSDL”) and Central Depository
Services (India) Limited (“CDSL”), the Depositories, for
facilitating the various services like Dematerialization
of shares, Corporate Actions, Pledging of securities,
e-voting etc. The Annual Custody fees for the FY 2025¬
26 has been paid to both the Depositories.

DEBENTURES

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

SUBSIDIARIES, JOINT VENTURE AND
ASSOCIATE COMPANIES

As on March 31, 2026, your Company has three (3)
wholly-owned subsidiaries viz. Global Health Patliputra
Private Limited (“GHPPL”), GHL Pharma & Diagnostic
Private Limited (“GHL Pharma”), Global Health Institute
of Medical Sciences Foundation (“GHIMS”) and one
(1) subsidiary i.e. GHL Hospital Limited in which the
Company holds 50 % stake. All subsidiaries of the
Company are managed by their respective Board of
Directors in the best interest of those companies and
their shareholders.

In accordance with Section 129(3) of the Act, the
Company has prepared the Consolidated Financial
Statements of the Company, which form part of
this Annual Report. Further, a statement containing
the salient features of the Financial Statements of
subsidiaries in the prescribed format AOC-1 is appended
as Annexure 1 to the Board’s Report. The contribution of
subsidiaries to the overall performance of the Company
is outlined in Note No. 47 of the Consolidated Financial
Statements for Financial Year ended March 31, 2026.

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

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

In terms of Policy, GHPPL qualifies as Material Subsidiary
for FY 2026-27.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments
that have occurred between March 31, 2026 and as on
the date of this Report, other than those disclosed in
this Report and the Financial Results, forming part of
this Report or forming part of other financial results/
outcomes duly shared with the Stock Exchanges.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees or Investments covered
under the provisions of Section 186 of the Act and
schedule V of the Listing Regulations are given in the
Note No. 9 (Loan) and Note No. 8 (Investment) to the
Standalone Financial Statements.

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

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

EMPLOYEE STOCK OPTION SCHEMES

During the financial year under review, the Company
has three (3) Stock Option Schemes viz. Employees
Stock Option Scheme 2014 (“ESOP 2014”), Employees
Stock Option Scheme 2016 (“ESOP 2016”) and GHL
Employee Long Term Share Based Incentive Plan 2024
(“GHL LTIP 2024”), in alignment with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (“SEBI SBEB & SE Regulations”). The GHL LTIP
2024 was implemented through trust route for which
during FY 2025-26, the Company has established GHL
Employees Welfare Trust (Trust), and relevant trust
deed was executed and registered. The GHL LTIP
2024 provides for grant of ESOPs and/or allocation
of shares (ESPS) through both primary route and
secondary route.

During the year under review, no fresh grants were
made under ESOP 2014 and ESOP 2016 and only 4,000
vested options under ESOP 2016 were exercised by
one employee. Consequently, no options remained
outstanding under ESOP 2014 and ESOP 2016 and
the Nomination and Remuneration Committee, at its
meeting held on August 06, 2025, formally closed ESOP
2014 and 2016 as all options granted under both the
schemes have been fully exercised.

During the year under review, under GHL LTIP 2024,
following options/shares were granted/allocated:

There were no material change in the aforesaid ESOP
Plans, except as stated above, and the above ESOP Plans
are in compliance with the SEBI SBEB & SE Regulations.

The details of ESOP under various ESOP Schemes
are provided in the notes to accounts in the Financial
Statements forming part of this Annual Report and
the disclosures as mandated under SEBI SBEB & SE
Regulations, in respect to GHL ESOP 2016 and GHL
LTIP 2024 are available on the website of the Company
athttps://www.medanta.org/investor-relation. A
Certificate from M/s MAKS & Co., Company Secretaries,
Secretarial Auditors of the Company, with respect to
the implementation of ESOP Schemes shall be placed
before the Shareholders at the ensuing Annual General
Meeting of the Company.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Composition of Board

The Company has a balanced and diverse Board. The
Company’s Board has an optimum mix of Executive and
Non-Executive Directors, to maintain independence
and separate the functions of governance and
management. The composition of the Board is in
conformity with Regulation 17 of the Listing Regulations
read with Section 149 of the Act. As on March 31, 2026,
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].
Dr. Ravi Gupta acts as Lead Independent Director. The
composition of the Board and various Committees
of the Board are set out in the Corporate Governance
Report which forms part of this Report.

Change in Board of Directors

During the year under review, Ms. Shonan Purie Trehan
was appointed as Non-Executive Non- Independent
Director w.e.f. March 13, 2026 through passing of
resolution by Postal Ballot.

Retire by Rotation

Mr. Pankaj Sahni (DIN: 07132999), Group CEO & Director
of the Company, is liable to retire by rotation at the
ensuing Annual General Meeting (“AGM”) pursuant
to the provisions of Section 152(6) of the Act read with
the Companies (Appointment and Qualification of
Directors) Rules, 2014 and being eligible, offers himself
for reappointment.

Appropriate resolution for his re-appointment is
being placed for approval of the Shareholders of the
Company at the ensuing AGM. The Board, based on the
recommendation of the Nomination and Remuneration

Committee, in its meeting held on July 30, 2026
considered the said re-appointment and noted that
it is in the interest of the Company and hence has
recommended the same to the Shareholders for
approval in ensuing AGM.

Declaration of Independence from Independent
Directors.

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

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

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

In accordance with the provisions of Schedule IV
to the Act and applicable Regulations, a separate
meeting of the Independent Directors of the Company
was held on March 24, 2026 without the attendance
of Non-Independent Directors and members of
the Management.

KEY MANEGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and
203 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the following were the Key Managerial Personnel of the
Company as on March 31, 2026:

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.

ANNUAL EVALUATION OF BOARD'S
PERFORMANCE

Pursuant to the provisions of the Act and Listing
Regulations, the Board has carried out annual
evaluation of (i) its own performance; (ii) Individual
Directors' Performance; (iii) Chairman of the Board;
and (iv) Performance of all Committees of Board for the
Financial Year 2025-26. The evaluation process involved
obtaining viewpoints from the Board Members on the
functioning of the Board, Committee or Directors'
performance through the use of Questionnaires
which were designed basis guidelines of SEBI issued
in this respect and approved by Nomination and
Remuneration Committee, covering various aspects
of the Board’s functioning such as adequacy of
the composition of the Board and its Committees,
Board culture, execution and performance of specific
duties, obligations and governance. The performance
evaluation of the Independent Directors was carried
out by the entire Board. The performance evaluation of
the Non-Independent Directors and Chairman of the
Board was carried out by the Independent Directors in
a separate meeting.

The Directors expressed their satisfaction with the
evaluation process.

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

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

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

Salient features of NRC Policy

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

• Ensure a fair and transparent mechanism for
determining remuneration;

• Establish performance evaluation criteria for
Directors and Board Committees;

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

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

• Facilitate succession planning for leadership roles.

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

REMUNERATION OF DIRECTORS,KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

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

The information required under Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report. Further,
pursuant to first proviso to Section 136(1) of the Act, this
report is being sent to the members excluding the said
annexure. Any Shareholder interested in obtaining a
copy of such statement may write to the Company
Secretary of the Company at compliance@medanta.org .

As on March 31, 2026, the total numbers of

permanent employees on the rolls of the Company
(standalone) 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 athttps://www.medanta.org/
investor relations/corporate-governance/governance-
codes-policies. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place
for all transactions between the Company and its Related
Parties. All Related Party Transactions are placed before the

Audit Committee for review and approval. Prior omnibus
approval is obtained for Related Party Transactions which
are of repetitive nature and / or entered in the Ordinary
Course of Business and are at Arm’s Length.

All contracts, arrangements and transactions entered
into by the Company with related parties during
FY 2025-26 were in the ordinary course of business and
on arm’s length basis. The Company did not enter into
any transaction, contract or arrangement with related
parties that could be considered material in accordance
with the Company’s policy on dealing with related party
transactions. Further, during the year under review, there
were no material related party transaction(s) or other
related party transactions which are not at arm’s length
basis. Further, all Related Party Transactions entered
by the Company do not have any potential conflict
with the interest of the Company. The Related Party
Transactions approved by the shareholders in previous
year(s) continue to be within the limits as approved.

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

AUDITOR AND AUDITOR'S REPORT
Statutory Auditors

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

Further, the Audit Report issued by the Statutory
Auditors on the Financials Statements (Standalone and
Consolidated) of the Company for FY 2025-26 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

M/s Pricewaterhousecoopers, Services LLP were
the Internal Auditors of the Company during the
year under review.

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

The Shareholders of the Company in the 21^st Annual
General Meeting held on September 19, 2025 have
approved appointment of M/s MAKS & Co., Company
Secretaries (FRN P2018UP067700) as Secretarial
Auditors to conduct secretarial audit for a period of five
financial years commencing from the Financial Year
2025-26 till Financial Year 2029-30.

Further, the Secretarial Audit Report for the Financial
Year ended March 31, 2026 is attached herewith as
Annexure 3. In compliance with the requirements of
Listing Regulations, Secretarial Audit Report of Material
Wholly Owned Subsidiary viz. GHPPL is also attached
herewith as Annexure 3. The Secretarial Audit Reports
form integral part of this Board’s Report and are self¬
explanatory and do not contain any qualification,
reservation or adverse remark.

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 2025-26.

M/s Ramanath Iyer & Co., Cost Accountants, (Firm
Registration No. 000019), were appointed to carry out
Audit of Cost Records of the Company for the FY 2025-26.
The Cost Auditors have issued their unqualified Report
for the Financial Year 2025-26, which has been taken
on record by the Audit Committee and the Board of
Directors at their respective meetings.

Further, the Board, in its meeting held on July 30, 2026,
on the recommendation of the Audit Committee, has
approved the re-appointment of M/s Ramanath Iyer &
Co., Cost Accountants (Firm Registration No. 000019),
as Cost Auditors to carry out Audit of Cost Records of
the Company for the Financial Year 2026-27. Requisite
proposal seeking approval of remuneration to be
paid to the Cost Auditors for the FY 2026-27, by the
Shareholders as per Section 148 of the Act, read with
Rule 14 of Companies (Audit and Auditors) Rules, 2014,
forms part of the Notice of ensuing AGM.

DETAILS OF FRAUD REPORTED BY AUDITOR

During the FY2025-26, the Statutory Auditors, Secretarial
Auditors, and Cost Auditors have not reported any
fraud committed against the Company by its officers
or employees, as required to be reported under section
143(12) of the Act read with the rules made thereunder.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the
Act read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, copy of the Annual

Return are placed on the website of the Company at
https://www.medanta.org/investor relations/annual-
reports/annual-returns.

RISK MANAGEMENT

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

WHISTLE BLOWER MECHANISM

Pursuant to Section 177 of the Act and Regulation 22
of the Listing Regulations, the Company has adopted
a Whistle Blower Policy to provide a mechanism to
the employees to report genuine concerns about any
unethical behavior, actual or suspected fraud or violation
of your Company’s Code of Conduct to the Chairman of
Audit Committee. The said policy is also available on the
website of the Company athttps://www.medanta.org/
investor relations/corporate-governance/governance-
codes-policies.

During the year under review, the Company has received
no complaints under whistle blower mechanism
of the Company.

CORPORATE SOCIAL RESPONSIBILITY

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

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

The Board of Directors of the Company has further
formulated and adopted a policy on CSR which can
be accessed athttps://www.medanta.org/investor
relations/corporate-governance/governance-codes-
policies. A Report on CSR activities as prescribed

under the Act and Rules made thereunder is annexed
herewith as Annexure 4 to this Board’s Report.

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

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

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

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

Complaints received during the FY 2025-26 under POSH
are mentioned below:

DISCLOSURE UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961. The Company has adopted
a comprehensive maternity leave policy designed to
provide robust support and care to female employees
during the maternity period. During the FY 2025-26, all
requests for maternity leaves have been accepted and
granted as per the rules.

INTERNAL FINANCIAL CONTROLS

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

During Financial Year 2025-26, 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 Statutory
Auditors have also examined the adequacy of internal
controls in financial reporting and concluded the same
being satisfactory in their report. The Directors have
in the Directors Responsibility Statement confirmed
the same to this effect. Nonetheless, the Company
recognizes that any internal control framework, no
matter how well designed, has inherent limitations and
accordingly, regular audit and review processes ensure
that such systems are reinforced on an ongoing basis.

DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY
THE REGULATORS

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the
Act, in relation to the Annual Financial Statements for
the Financial Year 2025-26, your Directors confirm that:

a) The Financial Statements of the Company
comprising of the Balance Sheet as at March 31,
2026 and the Statement of Profit & Loss for the
year ended on that date, have been prepared on a
going concern basis;

b) I n 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, 2026, and of the Profit
of the Company on standalone basis for the year
ended on that date;

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

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

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for
FY 2025-26, as stipulated under the Listing Regulations,
forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for
FY 2025-26, as stipulated under the Listing Regulations,
forms part of the Annual Report.

OTHER DISCLOSURES

There are no disclosure or reporting made in respect of
the following items, as there were no such transactions
during FY 2025-26:

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

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

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

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, Patients / Customers, Vendors,
Service Providers and Regulatory Authorities.

For and on behalf of the Board
Global Health Limited

Dr. Naresh Trehan

Place: Gurugram Chairman & Managing Director

Date: July 30, 2026 (DIN: 00012148)