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

STATE OF COMPANY'S AFFAIRS ON
CONSOLIDATED BASIS

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

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

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

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

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

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

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

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

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

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

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

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

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

Scheme of Arrangement

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIVIDEND

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

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

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

DEPOSITS

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

TRANSFER TO RESERVE

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

SHARE CAPITAL AND CHANGE IN CAPITAL
STRUCTURE

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

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

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

DEPOSITORIES

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

DEBENTURES

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

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

SUBSIDIARIES, JOINT VENTURE AND
ASSOCIATE COMPANIES

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

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

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

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

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

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

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

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

EMPLOYEE STOCK OPTION SCHEMES

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board

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

Change in Board of Directors

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

Retire by Rotation

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

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

Re-appointment of Directors

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

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

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

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

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

Declaration of Independence from Independent
Directors.

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

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

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

KEY MANEGERIAL PERSONNEL

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

BOARD AND COMMITTEE MEETINGS

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

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

ANNUAL EVALUATION OF BOARD'S
PERFORMANCE

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

The Directors expressed their satisfaction with the
evaluation process.

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

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

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

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

Salient features of NRC Policy

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

• Ensure a fair and transparent mechanism for
determining remuneration;

• Establish performance evaluation criteria for
Directors and Board Committees;

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

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

• Facilitate succession planning for leadership roles.

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

REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEES

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

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

write to the Company Secretary of the Company at
compliance@medanta.org .

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

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

RELATED PARTY TRANSACTIONS

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

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

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

AUDITOR AND AUDITOR'S REPORT
Statutory Auditors

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

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

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

Internal Auditors

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

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

Secretarial Auditors

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

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

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

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

Cost Auditors

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

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

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

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

ANNUAL RETURN

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

RISK MANAGEMENT

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

WHISTLE BLOWER MECHANISM

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

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

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

DISCLOSURE UNDER THE MATERNITY BENEFIT
ACT, 1961

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

INTERNAL FINANCIAL CONTROLS

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

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

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

DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY
THE REGULATORS

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

OTHER DISCLOSURES

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

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board
Global Health Limited

Dr. Naresh Trehan

Place: Gurugram Chairman & Managing Director

Date: August 07, 2025 (DIN: 00012148)