Your Directors are pleased to present the Twenty-Eighth Annual Report of your Company "Healthcare Global Enterprises Limited"
together with the audited standalone and consolidated financial statements and the auditors’ report thereon for the financial year
ended March 31, 2026.

1. Financial Highlights:

The highlights of standalone and consolidated financial results of your Company and its subsidiaries are as follows:

2. Performance Overview:

The standalone and consolidated financial statements for
the financial year ended March 31, 2026, forming part of
this Annual Report, have been prepared in accordance
with the applicable provisions of the Companies Act,
2013 ("Act"), the Indian Accounting Standards ("Ind AS")
prescribed under Section 133 of the Act and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
("SEBI Listing Regulations").

Consolidated Operations:

The consolidated income from operations including income
from government grant for FY 2025-26 was INR 25,454.05
million as compared to INR 22,228.50 million in the
previous fiscal year, reflecting an increase of INR 3,225.55
million with year-on-year increase of 14.51%. EBITDA
in FY 2025-26 was INR 4,657.80 million as compared to
INR 3,872.84 million in FY 2024-25, reflecting year-on-
year increase of INR 784.96 million. EBITDA margin for
the year was 18.30% as compared to 17.42% in FY 2024¬
25, reflecting an improvement in operating margin. Profit

after tax attributable to the owners of the Company in the
current fiscal year was INR 137.55 million as compared
to INR 444.10 million in FY 2024-25. The profit after
tax for FY 2025-26 has been impacted by exceptional
items aggregating INR 445.81 million, comprising an
impairment loss of INR 319.11 million on remeasurement
of the Milann disposal group classified as held for sale,
and the incremental impact of the new Labour Codes of
INR 126.70 million. Excluding the said exceptional items,
the underlying performance reflects healthy growth over
the prior year.

Standalone Operations:

The standalone income from operations including
government grants for FY 2025-26 was INR 13,653.01
million as compared to INR 12,804.89 million for the
previous financial year, reflecting an increase of 6.62%.
Our EBITDA before exceptional items for FY 2025-26 was
INR 2,415.93 million with EBITDA margin of 17.69% as
against INR 2,153.16 million for FY 2024-25 with EBITDA
margin of 16.82%. Profit after tax for FY 2025-26 was
INR 145.76 million as compared to INR 35.27 million in
FY 2024-25. The standalone results for FY 2025-26 are

stated after recognising exceptional items aggregating
INR 553.84 million (net), comprising an impairment
loss of INR 375.26 million on remeasurement of the
investment in BACC Health Care Private Limited classified
as "Investments held for sale", an additional impairment
provision of INR 300.00 million on the investment in HCG
Kolkata Cancer Care LLP, partly offset by a reversal of
impairment of INR 200.00 million on the investment in
HCG Manavata Oncology LLP, and the incremental impact
of the new Labour Codes of INR 78.58 million.

For more information on Performance and state of affairs
for the Company and its subsidiaries, please refer to the
Financial and Operating Highlights in the Management
Discussion and Analysis Report.

3. Business and Strategy:

3.1 Business:

The Company is a leading provider of super specialty
healthcare services in India, with a strategic focus on
oncology. Under the “HCG” brand, we operate India’s
largest private cancer care network in terms of the number
of comprehensive cancer centres.

Within our HCG network, we have established a reputation
for clinical excellence supported by cutting-edge
technologies and standardized protocols. Our Specialist
Physicians follow multi-disciplinary approach for cancer
diagnosis and treatment leveraging cutting edge advanced
diagnostic and treatment technology, such as molecular
pathology and molecular imaging for precise diagnosis
and staging of cancer. These tools enable personalized
treatment plans tailored to each patient’s clinical needs.
We also offer targeted nuclear medicine therapies and
state-of-the-art radiation techniques, designed to
minimize side effects and enhance clinical outcomes. By
ensuring the deployment of these advanced technologies
across our network, we are able to deliver uniform quality
of care to patients across geographies.

The scale of our operations, with a high volume of patient
cases, enables us to derive economies of scale through
optimal utilization of our equipment, technologies, and
specialist expertise. This operational efficiency, combined
with a scalable business model, positions us to deliver
high-quality healthcare services within a competitive
cost structure.

Our commitment to consistent and superior clinical
outcomes is underpinned by standardized clinical protocols
that guide diagnosis and treatment across our network.
Continuous mapping of clinical outcomes and the ongoing
refinement of HCG treatment guidelines have driven the
standardization of clinical pathways, resulting in sustained
improvements in clinical departments’ performance. Our
reputation for clinical excellence, combined with advanced
training programs and exposure to global best practices,
enables us to attract and retain highly skilled physicians
and clinical specialists, a key differentiator in a competitive
industry landscape.

As of March 31, 2026, the HCG network comprised 22
comprehensive cancer centres (including our international
centre in Kenya) and 3 multispecialty hospitals across
India. In addition, under the Milann brand, we operated
6 fertility centres. Our comprehensive cancer centres
integrate expertise, technology, and advanced facilities
under one roof, enabling effective diagnosis, treatment,
and management of cancer cases. The details of our cancer
centres, fertility centres, and facilities under development,
together with our service offerings, are provided in the
Management Discussion and Analysis Report forming part
of this Annual Report.

As a group, we remain committed to advancing clinical
excellence, technological innovation, and patient-centric
care, ensuring that we continue to set benchmarks in
specialty healthcare delivery in India and beyond.

3.2 Strategy:

Our strategy is centered on driving sustainable and
profitable growth through disciplined, capital-efficient
investments that maximize returns while minimizing risk.
By strengthening our competitive advantage, expanding
access through differentiated offerings, and leveraging
technology and clinical excellence, we are building scalable
models that ensure long-term value creation. With a clear
vision to be the market leader in every geography we
operate, we remain committed to operational excellence,
patient-centric innovation, and strategic expansion that
balances growth with profitability.

Our strategy includes, inter alia:

a) Expand the reach of our cancer care network in India:

We are steadfastly pursuing growth across India
by establishing new HCG cancer centres and
augmenting the capacity and service offerings
at existing locations. We carry out competitive
assessment of the markets in which HCG plans to
expand the network, based on a number of factors,
including the estimated incidence of cancer in the
primary and secondary catchment population, the
number of comprehensive cancer centres, if any, in
the catchment; the average distance patients have
to travel to avail of such comprehensive cancer care;
affordability of healthcare generally and cancer
care in particular; and the available third party
payer options, whether corporate, government or
private insurance.

On May 19, 2026, HCG launched its new
comprehensive cancer hospital in Hebbal with up
to 132 beds, strengthening access to advanced
oncology care in North Bengaluru. The new facility
marks a major advancement in the region’s oncology
landscape, bringing together clinical excellence,
compassionate care and advanced technology to
make world-class cancer treatment more accessible
to people across Karnataka.

Marking a significant milestone in precision oncology,
the new facility introduces Karnataka’s first Elekta
Unity MR-Linac, one of the world’s most advanced
precision radiation therapy platforms. The technology
combines high-quality MRI imaging with a linear
accelerator to enable highly precise, adaptive cancer
treatment. Designed as a full-spectrum oncology
centre, the hospital brings together diagnosis,
treatment, recovery support, and patient-centric care
under one roof, making world-class cancer care more
accessible to patients across North Bengaluru.

In addition to strategic acquisition of a 51% stake in
Mahatma Gandhi Cancer Hospital &Research Institute ,
Visakhapatnam, Andhra Pradesh (Vizag Hospital)
in October 2024, the Company, on April 13, 2026,
has completed acquisition of additional 1,93,441
equity shares representing 34% equity share capital
of Vizag Hospital from the Selling Shareholders
for a total aggregate purchase consideration of
INR 154,50,17,135.82 (Rupees One Hundred Fifty-
Four Crore Fifty Lakh Seventeen Thousand One
Hundred Thirty-Five and Eighty Two Paise Only),
resulting in the Company holding an aggregate of
85% equity share capital of Vizag Hospital.

Together, these expansions and strategic acquisitions
enhance our responsiveness to India’s profound
demand-supply gap in oncology infrastructure,
particularly amid projections of rising cancer
incidence and required treatment capacity.

b)    Strengthen our HCG brand to reach more
cancer patients:

Our HCG brand remains a powerful differentiator
in the Indian oncology landscape, driven by
technological excellence, strategic expansion, and
high clinical standards.

We actively foster patient support groups, particularly
involving cancer survivors, to raise awareness of
cancer screening and educate communities about
treatment options and outcomes. These programs
reinforce our commitment to public health, empathy,
and community engagement.

Moreover, initiatives like reducing patient travel
through hub-and-spoke day-care facilities are part
of our broader strategy to enhance accessibility and
deepen brand presence in local communities.

c)    Technology adoption and strengthening our
information technology infrastructure:

HCG continues its legacy as a technology leader
in oncology care, pioneering and integrating next-
generation diagnostic and treatment modalities to
elevate both patient outcomes and operational efficiency.
In all its years of working in this field, HCG has led the
march against cancer and set benchmarks in the industry,
by introducing many new technologies, highly useful in
increasing accuracy and saving time. Cancer care is an

important area in health care, and we aim to lead with
our strong framework and technology infrastructure.

Among many other cutting edge technologies, our
centres are equipped with advanced technologies
such as CyberKnife, Digital PET-CT, TomoTherapy,
MR-LINAC system.

The expanded Ahmedabad facility features not only
TomoTherapy, robotic surgical systems, and scalp
cooling therapy, but also expanded patient support
including genetic counselling, international services,
home and palliative care, and peer support.

On the information technology front, HCG continues
to invest in a robust private-cloud infrastructure,
integrating centralized EMR, HIS, and ERP
systems, enabling seamless care coordination,
protocol refinement, research capabilities including
longitudinal studies and biorepository integration
and establishing HCG as a partner of choice for
academic and clinical research.

This integrated and technologically advanced
infrastructure strengthens our ability to standardize
care pathways, derive insights from clinical
outcomes, and reinforce our leadership in precision-
guided oncology.

To improve operational efficiency, enhance patient
follow-up, boost sales productivity, and foster
deeper engagement with patients throughout their
cancer management journey, we have significantly
strengthened our technology ecosystem. This
includes the deployment of an advanced Customer
Relationship Management (CRM) platform to
streamline interactions and track patient needs;
a dedicated Patient Application that empowers
patients with access to treatment schedules,
reminders, and educational resources; a Doctor’s
Application designed to support clinicians with real¬
time patient insights and coordination tools; and a
technology-driven Call Centre that ensures timely
outreach, counselling, and continuous support.
Together, these innovations create an integrated,
patient-centric digital framework that improves care
continuity, strengthens communication, and drives
measurable business productivity.

d) Building India's strongest community of
Oncology experts:

HCG’s Comprehensive Cancer Care (CCC) ecosystem
attracts the best medical talent by offering clinicians
access to advanced technologies, complex cases,
state-of-the-art infrastructure, and large patient
volumes that enrich their expertise. Our doctors
actively engage in national tumor boards and
advanced clinical programs, enabling them to deliver
affordable and accessible cancer care. The platform
provides opportunities for sub-specialization,
adoption of advanced treatment techniques, and

participation in academics, clinical trials, and research,
with strong mentorship and research grants available
through India’s largest oncologist community. The
combined strength of HCG and its clinicians ensures
higher patient inflow, translating into superior
professional growth, research opportunities, and
financial rewards making HCG a destination of choice
for top oncology talent.

4.    Management Discussion and Analysis Report:

Pursuant to Regulation 34 read with Schedule V to the
SEBI Listing Regulations, the Management Discussion and
Analysis Report ("MD&A"), covering, inter alia, the industry
structure and developments, opportunities and threats,
financial and operational performance, outlook, risks and
concerns, internal control systems and other matters
relevant to the Company and its subsidiaries, forms an
integral part of this Annual Report. The MD&A should be
read in conjunction with the financial statements and other
disclosures contained in the Annual Report.

5.    Transfer to Reserves and Surplus/Retained Earnings:

The movements in reserves and surplus/retained earnings
are available in the Statement of Changes in Equity, which
forms part of the financial statements.

6.    Dividend:

The Company continues to evaluate growth opportunities
through strategic investments to strengthen its market
position. With increasing consolidation in the Indian
healthcare sector, the landscape presents both challenges
and opportunities, making it imperative for the Company
to actively pursue organic and inorganic growth avenues.
Achieving sustainable and consistent growth over the

coming years, while further consolidating the Company’s
competitive position, remains a key strategic objective.

In alignment with this growth strategy and the long¬
term interests of shareholders, the Board of Directors
has resolved to retain the profits for reinvestment into
the business and, accordingly, has not recommended any
dividend for the financial year under review.

Pursuant to Regulation 43A of the SEBI Listing Regulations,
the Company has adopted a Dividend Distribution Policy
which outlines the parameters and guiding principles
that the Board considers while determining dividend
declarations or deciding to retain profits for future growth
initiatives. The said policy is hosted on the website of the
Company athttps://www.hcgoncology.com/corporate-
governanceunder the tab policies and guidelines.

7.    Transfer of unpaid and unclaimed amount to IEPF:

In accordance with the provisions of Section 124(5) of the
Companies Act, 2013, any dividend that remains unpaid
or unclaimed for a period of seven years from the date of
its transfer to the unpaid dividend account is required to
be transferred to the Investor Education and Protection
Fund (IEPF), established by the Central Government under
Section 125 of the Act. During the year under review, no
amount was due for transfer to the IEPF.

8.    Consolidated financial statements:

In accordance with the Companies Act, 2013 and the
Companies (Indian Accounting Standards) Rules, 2015,
the Company has been following the Indian Accounting
Standards (Ind AS) for preparation of its financial
statements from April 1, 2016. The audited consolidated
financial statements are provided in the Annual Report.

9. Subsidiaries and Associates:

As on March 31, 2026, the Subsidiaries, Associates and Joint Venture Companies of the Company are as under:

Note:

1.    HCG has divested the Company’s entire equity shareholding in BACC Health Care    Private Limited    on    June    29, 2026.

2.    The Company has acquired additional stake of 34% in Vizag Hospital & Cancer Research Centre Pvt.    Ltd on April 13, 2026.

Consequently, the Company’s aggregate equity shareholding in Vizag Hospital has increased to 85%, which continues to
be held as on the date of this Report.

3.    These shares are held by Vizag Hospital & Cancer Research Centre Pvt. Ltd.

4.    These shares are held by Vizag Hospital & Cancer Research Centre Pvt. Ltd.

5.    Healthcare Global (Tanzania) Private Limited, wholly owned indirect subsidiary of the Company, incorporated in Tanzania,
has been wound up with effect from March 02, 2026.

As on March 31, 2026, none of the companies other than
HCG Medi-Surge Hospitals Private Limited is a Material
Subsidiary, within the meaning of Material Subsidiary as
defined under the SEBI Listing Regulations, as amended
from time to time. The Company has also formulated
a policy for determining material subsidiaries. The said
policy is also available on the website of the Company
athttps://www.hcgoncologv.com/corporate-governance
under the tab policies and guidelines.

During the year, the Board periodically reviewed the
performance and affairs of the subsidiaries. Pursuant
to Section 129(3) of the Act read with the applicable
rules, a statement containing the salient features of the
financial statements and performance of the Company’s
subsidiaries, associates and joint ventures in Form AOC-1
is annexed to this Report as Annexure 4 and forms an
integral part hereof.

Further, pursuant to the provisions of Section 136 (1) of
the Companies Act, 2013:

a)    The Annual Report of the Company, containing
therein its standalone and consolidated financial
statements, is placed on the website of the Company,
i.e.,https://hcgoncology.com/annual-reports.

b)    The audited financial statements of subsidiary
companies /LLPs together with related information
and other reports of each of the subsidiary companies
/LLPs would be placed on the website of the
Companyhttps://hcgoncology.com/annual-reports.

10. Acquisitions, Divestments, Investments

10.1    Acquisition of majority shareholding in Vizag
Hospital and Cancer Research Centre Private Limited
(“Vizag Hospital”):

The Company had acquired 51% of the equity share
capital of Vizag Hospital on October 2, 2024, pursuant to
the Share Purchase Agreement (“SPA”) and Shareholders’
Agreement (“SHA”) executed on June 28, 2024, thereby
making Vizag Hospital a subsidiary of the Company.

In accordance with the terms of the SPA, on April 13,
2026, the Company completed the acquisition of an
additional 1,93,441 equity shares, representing 34%
of the equity share capital of Vizag Hospital, from the
Selling Shareholders for an aggregate consideration of
H154.50 crore. Consequently, the Company’s aggregate
equity shareholding in Vizag Hospital increased from 51%
to 85% and continues to remain at 85% as on the date
of this Report.

The balance 15% equity stake is proposed to be acquired
in accordance with the terms and valuation principles set
out in the SHA.

Vizag Hospital operates a comprehensive cancer care
hospital in Visakhapatnam, Andhra Pradesh, with 196
operational beds. The investment further consolidates
the Company’s presence in the region and is expected to
enhance operational and clinical synergies and strengthen
HCG’s position in this market.

Vizag Hospital’s subsidiaries, Vizag Hospital & Cancer
Research Centre (Jharsuguda) Private Limited and
Vizag Hospital & Cancer Research Centre (Odisha)
Private Limited, continue to be step-down subsidiaries
of the Company.

10.2    Winding up of Healthcare Global (Tanzania) Private
Limited, a wholly owned indirect subsidiary:

Healthcare Global (Tanzania) Private Limited (“HCG
Tanzania”), a non-operating wholly owned indirect
subsidiary of the Company, incorporated in Tanzania,
has been wound up with effect from March 02, 2026.
The formal notification regarding the winding up of HCG
Tanzania, dated March 02, 2026, has been received by the
Company on March 26, 2026.

Except as stated above, no other companies have become
or ceased to be its subsidiaries, joint ventures or associate
companies during the year.

10.3 Divestment of entire equity shareholding in BACC
Health Care Private Limited:

Subsequent to the close of the financial year, the Board
of Directors, at its meeting held on May 19, 2026,
approved the divestment of the Company’s entire equity
shareholding in BACC Health Care Private Limited
(“BACC”), which operates the fertility and reproductive
healthcare business under the “Milann” brand, to Inviga
Healthcare Fund I and its nominee (collectively, the
“Buyer”), for an aggregate consideration of H37,64,44,788,
subject to agreed deductions and adjustments under the
Share Purchase Agreement (“SPA”).

The consideration is payable in two tranches, comprising
H28,23,33,591, representing 75% of the aggregate
consideration, payable upon completion of the transaction,
and the balance H9,41,11,197, representing 25% of
the aggregate consideration, payable within 18 months
from the date of execution of the SPA. The deferred
consideration is neither conditional nor contingent.

The transaction, being a related party transaction, was
approved by the Audit Committee and the Board of
Directors and was undertaken on an arm’s length basis,
following a competitive process. The consideration was
determined taking into account, inter alia, a valuation
undertaken by an independent third-party valuer.

The divestment forms part of the Company’s broader strategic
and capital allocation priorities and is intended to sharpen
its focus on its core oncology business, unlock value from a
non-core investment and enable more efficient deployment
of capital towards identified growth opportunities. BACC was
not a material subsidiary of the Company.

The transaction was completed on June 29, 2026, upon
transfer of the Company’s entire equity shareholding in
BACC to the Buyer and, consequently, BACC ceased to be
a subsidiary of the Company with effect from that date.

11.    Public deposits:

During the financial year, the Company did not accept any
deposits within the meaning of Sections 73 to 76 of the Act
read with the Companies (Acceptance of Deposits) Rules,
2014. Accordingly, no amount of principal or interest on
deposits was outstanding as at March 31, 2026, and there
were no deposits which were not in compliance with the
requirements of Chapter V of the Act.

12.    Particulars of loans, guarantees or investments
under Section 186 of the Companies Act, 2013:

Particulars of loans given, guarantees and securities
provided and investments made by the Company, to
the extent applicable under Section 186 of the Act,
are disclosed in the notes to the standalone financial

statements forming part of this Annual Report. The
disclosures required under the SEBI Listing Regulations in
respect of loans and advances in the nature of loans are
also set out in the financial statements, as applicable.

13. Related party transactions:

The Company has adopted a Policy on Related Party
Transactions in accordance with the Act and Regulation 23
of the SEBI Listing Regulations. The Policy establishes the
governance framework for identification, review, approval,
monitoring and disclosure of related party transactions
and is periodically reviewed to ensure alignment with
applicable law and regulatory requirements.

All related party transactions are placed before the Audit
Committee for prior approval in accordance with applicable
law. Omnibus approval is obtained, where permissible, for
transactions that are repetitive in nature and satisfy the
conditions prescribed under the SEBI Listing Regulations
and the Act. Transactions undertaken pursuant to omnibus
approvals are placed before the Audit Committee on a
quarterly basis for review and monitoring.

The Policy on Related Party Transactions is available
on the website of the Company under the section
relating to Policies and Guidelines. The Company has
established appropriate processes to ensure that related
party transactions are undertaken only after obtaining
the requisite approvals and are reported and disclosed
in accordance with applicable statutory and regulatory
requirements. The policy on related party transactions
has been hosted on the Company’s websitehttps://
www.hcgoncologv.com/corporate-governance/#Policies-
and-Guidelines.

All related party transactions entered into by the Company
during FY 2025-26 were in the ordinary course of business
and on an arm’s length basis, as applicable. The contracts or
arrangements entered into with related parties during the
year for which shareholders' approval have been received
by the Company are reported in Form AOC-2 which is
enclosed as Annexure 8. Further, no material related party
transaction, as defined under the SEBI Listing Regulations,
was entered into by the Company during the year.

During the year, the Company entered into consultancy arrangements with Dr. B. S. Ajaikumar and Mrs. Anjali Ajaikumar Rossi
for provision of specified professional and advisory services, as set out in the table below. The requisite approvals of the Audit
Committee, Nomination and Remuneration Committee, Board and Members, as applicable, were obtained in accordance with
the Act and the SEBI Listing Regulations.

Pursuant to Regulation 23(9) of the SEBI Listing
Regulations, the Company made the prescribed disclosures
of related party transactions to the Stock Exchanges
within the applicable timelines.

14. Disclosure under Foreign Exchange
Management (Non-Debt Instrument) Rules,
2019 (“NDI Rules”):

The Company, pursuant to the preferential allotment of
shares to Aceso Company Pte. Ltd., Singapore (“Aceso”),
and further acquisition of shares of the Company by Aceso
through open offer, has become a foreign owned and
controlled company under Foreign Exchange Management
(Non- Debt Instrument) Rules, 2019 (“NDI Rules”) and
other applicable laws, on September 08, 2020. The
Company has complied with all the provisions relating to
the same during the financial year.

The Company has also obtained the Statutory Auditor’s
certificate as required under NDI Rules.

15. Change in control and Open Offer:

On February 23, 2025, the Company executed a Share
Purchase Agreement (“SPA”) with Aceso Company Pte.
Ltd. (“Seller”), Hector Asia Holdings II Pte. Ltd. (“Purchaser
1”), and KIA EBT II Scheme 1 (“Purchaser 2”) (Purchaser
1 and Purchaser 2 collectively, the “Purchasers”), as
subsequently amended, for the sale of up to 54% (fifty-
four percent) of the diluted voting share capital of the
Company by the Seller to the Purchasers. Pursuant to the
SPA, the Purchasers agreed to acquire from the Seller,
in two tranches, such number of equity shares of the
Company (“Sale Shares”) aggregating up to 54% (fifty-four
percent) of the diluted voting share capital of the Company,
subject to the terms and conditions set forth therein. The
first tranche contemplated an upfront acquisition, subject
to satisfaction of the conditions precedent specified in
the SPA, of equity shares equivalent to 51% (fifty-one
percent) of the diluted voting share capital of the Company
(“First Tranche Shares”). In the event that the number of
equity shares validly tendered and accepted by Purchaser
1 under the open offer, made pursuant to the Securities
and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 (“SEBI SAST
Regulations”), did not result in the Purchasers holding
an aggregate of 54% (fifty-four percent) of the diluted
voting share capital of the Company, the Purchasers
were obligated, in accordance with the SPA, to acquire
additional Sale Shares (“Second Tranche Shares”) from the
Seller to achieve such aggregate shareholding.

Pursuant to the SPA, on May 30, 2025, the Seller
completed the transfer of 7,16,77,991 equity shares to
Purchaser 1 and 2,50,044 equity shares to Purchaser 2,
aggregating to 51.59% (fifty-one point five nine percent)
of the total outstanding equity share capital of the
Company, thereby resulting in a change in control of the
Company. Consequently, the Seller was reclassified from
the “Promoter” category to the “Public” category, and the
Purchasers were classified as “Promoters” of the Company
in accordance with Regulation 31A of the SEBI Listing
Regulations, with effect from May 30, 2025.

The Company on February 23, 2025, had also executed
a Promoter Agreement, (and subsequently amended),
between the Purchasers and the BSA Promoter Group
(comprising Dr. B.S. Ajaikumar, Ms. Bhagya A. Ajaikumar,
Ms. Anjali Ajaikumar Rossi, Ms. Aagnika Ajaikumar, and
Ms. Asmitha Ajaikumar), to record the inter-se rights
and obligations of the parties (“Promoter Agreement”)
as promoters of the Company. Upon consummation of
the transfer of the First Tranche Shares under the SPA,
Purchaser 1 acquired sole control over the Company with
effect from May 30, 2025.

Further, on February 23, 2025, the Company, the Seller,
and Dr. B.S. Ajaikumar executed a Termination Agreement,
thereby terminating the Investment Agreement dated June
4, 2020, as amended. Such termination became effective
May 30, 2025, upon completion of the transfer of the Sale
Shares by the Seller to the Purchasers.

The execution of the SPA and the Promoter Agreement
triggered an obligation on Purchaser 1, along with
persons acting in concert with it, to make an open offer in
accordance with the SEBI SAST Regulations. Accordingly,
Kotak Mahindra Capital Company Limited, acting as
the Manager to the Open Offer pursuant to Regulation
14(2) of the SEBI SAST Regulations, announced an
open offer for the acquisition of up to 3,70,90,327 (three
crore seventy lakh ninety thousand three hundred and
twenty-seven) equity shares of the Company, having a
face value of INR 10 each, representing 26% (twenty-six
percent) of the expanded voting share capital, at a price of
INR 504.41 (Rupees five hundred four and paise forty-one)
per equity share, aggregating to a total consideration of
INR 1,870,87,31,842.07 (Rupees one thousand eight
hundred seventy crore eighty-seven lakh thirty-one
thousand eight hundred and forty-two and paise seven),
payable in cash (“Open Offer”). In connection therewith,
Kotak Mahindra Capital Company Limited, on behalf of

the Purchaser 1 (Acquirer), along with persons acting in
concert with the Acquirer, filed the Draft Letter of Offer
dated March 10, 2025, followed by the Letter of Offer
dated July 10, 2025, with the Securities and Exchange
Board of India.

In accordance with the requirements of the SEBI SAST
Regulations, the Board of Directors of the Company
constituted a Committee of Independent Directors,
comprising of Mr. Pradip Kanakia (Chairperson of
the Committee), Ms. Geeta Mathur, Mr. Rajagopalan
Raghavan, and Mr. Rajiv Maliwal, to evaluate the Open
Offer and provide its written recommendation thereon.
The Committee, after due consideration, opined that the
Open Offer price was in compliance with the SEBI SAST
Regulations and was fair and reasonable.

Hector Asia Holdings II Pte. Ltd., has acquired 318 equity
shares in the Company pursuant to the mandatory Open
Offer on August 07, 2025.

16. Share Capital as on March 31, 2026:

16.1    Authorized Share Capital: As on March 31, 2026,
the authorized share capital of the Company is
INR 200,00,00,000 consisting of 20,00,00,000 equity
shares of INR 10 each.

16.2    Issued, Subscribed and Paid-up Share capital:

During FY 2025-26, the issued, subscribed and
paid-up equity share capital of the Company increased
from INR 139,41,53,700 (comprising 13,94,15,370 equity
shares of INR 10 each) to INR 149,30,22,030 (comprising
14,93,02,203 equity shares of INR 10 each), consequent
to allotments made pursuant to exercise of employee
stock options and the Rights Issue, as detailed below.

During the year, the Board allotted (a) 15,84,730 equity
shares on September 12, 2025; and (b) 7,537 equity shares
on November 12, 2025, pursuant to exercise of vested
options by eligible employees under HCG ESOS 2021.

The Company completed a rights issue of 82,94,566 fully
paid-up equity shares of face value INR 10 each at an
issue price of INR 512 per Rights Equity Share (including
a securities premium of INR 502 per share), aggregating
to approximately INR 424.68 crore, in the ratio of 1 Rights
Equity Share for every 17 fully paid-up equity shares held by
eligible equity shareholders as on the record date of March
2, 2026. The Rights Issue Committee allotted 82,94,566
Rights Equity Shares on March 27, 2026. Consequent to
the allotment, the paid-up equity share capital increased
from INR 141,00,76,370, comprising 14,10,07,637 equity
shares, to INR 149,30,22,030, comprising 14,93,02,203
equity shares. The Rights Equity Shares were subsequently
credited to the respective demat accounts and admitted to
listing and trading on the Stock Exchanges in accordance
with applicable law.

During the year under review, the Company did not issue
any equity shares with differential voting rights or any
sweat equity shares.

17. Declaration by Independent Directors:

The Company has received the requisite declarations from
each Independent Director, pursuant to Section 149(7)
of the Companies Act, 2013, confirming that they meet
the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 read with Schedule
IV of the Act and Regulation 16(1)(b) of the Listing
Regulations. These declarations have been duly noted and
placed on record by the Company. In the opinion of the
Board, the Independent Directors satisfy the conditions
of independence specified under the Companies Act,
2013, including the relevant Schedules and Rules framed
thereunder, as well as the SEBI Listing Regulations, and
are independent of the management.

For the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014, the Board is of the view that the
Independent Directors possess the requisite qualifications,
experience (including proficiency), and expertise, and
uphold the highest standards of integrity. A detailed list
of the key skills, expertise, and core competencies of the
Board, including those of the Independent Directors, is

provided in the Corporate Governance Report forming part
of this Annual Report.

18.    Annual Return:

The Annual Return of your Company as on March 31,
2026, in Form MGT- 7 as provided under sub-section
(3) of Section 92 of the Companies Act, 2013 and Rule
12 of the Companies (Management and Administration)
Rules, 2014 is available on the website of the Company at
https://hcgoncology.com/annual-reports.

19.    Board of Directors:

19.1 Composition of Board of Directors:

The Board of Directors of the Company is appropriately
constituted with a balanced mix of Executive, Non¬
Executive and Independent Directors, bringing together
a wide range of skills, experience and perspectives.
This diversity enables constructive challenge, informed
decision-making and effective oversight of management.

As at March 31, 2026, the Board comprises 10 Directors. In line with the requirements of the SEBI Listing Regulations,
Independent Directors constitute 50% of the Board, including one Independent Woman Director, thereby ensuring adequate
independence in Board deliberations. The composition of the Board is set out below:

All Independent Directors are independent of management
and free from any relationships or circumstances that
could materially impair, or appear to impair, their ability to
exercise objective judgment. They meet the independence
criteria prescribed under the Companies Act, 2013 and
the SEBI Listing Regulations. The Board currently includes
three women Directors-one Independent Director and two
Non-Executive, Non-Independent Directors-reflecting the
Company’s continued focus on inclusive governance.

Detailed profiles of the Directors, including their
qualifications and areas of expertise, are set out elsewhere
in this Annual Report.

19.2 Directors appointed during the financial year till the
date of Report:

The changes in the constitution of the Board during the
financial year and till the date of Report are as under:

(a) Appointment of Non-Executive Non-Independent
Directors: Based on the recommendations of the
Nomination and Remuneration Committee, and
in accordance with the Promoters’ Agreement
dated February 23, 2025 and as amended, and

upon completion of acquisition of First Tranche
Shares, the Board, at its meeting held on May 30,
2025, approved the appointment of the following
individuals as Additional Directors (Non-Executive,
Non-Independent) and nominee directors of Hector
Asia Holdings II Pte. Ltd., with effect from May 30,
2025, subject to shareholders’ approval within three
months of the date of appointment:

(i)    Ms. Simrun Mehta (DIN: 09118938)

(ii)    Mr. Akshay Tanna (DIN: 02967021)

(b) Re-designation and appointment of Non¬
Executive Non-Independent Directors: Upon
the recommendation of the Nomination and
Remuneration Committee, the Board of Directors,
at its meeting held on May 30, 2025, approved the
re-designation and appointment of Dr. B.S. Ajaikumar
(DIN: 00713779) and Mrs. Anjali Ajaikumar
Rossi (DIN: 08057112), hitherto functioning as
Whole-Time Directors, as Non-Executive Directors
on the Board of the Company, with effect from May
30, 2025, subject to the approval of the shareholders
to be obtained within a period of three months in

accordance with applicable laws. Further, the Board,
at the said meeting, also approved the appointment
of Dr. B.S. Ajaikumar as the Non-Executive Chairman
of the Board of Directors of the Company, for a term
up to June 30, 2030.

(c)    Appointment of an Executive Director: Pursuant
to the recommendations of the Nomination and
Remuneration Committee, the Board of Directors,
at its meeting held on May 30, 2025, approved the
appointment of Dr. Manish Mattoo (DIN: 08431924),
being the nominee of Hector Asia Holdings II Pte.
Ltd., as an Additional Director (Executive Director)
on the Board of the Company, with effect from
June 30, 2025, or upon completion of the requisite
appointment-related formalities, whichever is later,
in accordance with applicable laws and the Articles
of Association of the Company. Further, the Board has
also approved the appointment of Dr. Manish Mattoo
as the Chief Executive Officer (CEO) of the Company,
with effect from June 30, 2025, on such terms
and conditions as may be mutually agreed, and in
compliance with the applicable statutory provisions.

(d)    Appointment of Independent Director: Pursuant
to the recommendations of the Nomination and
Remuneration Committee, the Board of Directors
of the Company, at its meeting held on June 30,
2025, approved the appointment of Mr. Bijou Kurien
(DIN: 01802995) as an Independent Director of the
Company and as an Additional Director in terms of
Section 161 of the Companies Act, 2013, for a term
of three (3) consecutive years commencing from June
30, 2025, subject to the approval of the shareholders
of the Company; and that Mr. Bijou Kurien shall not
be liable to retire by rotation during his tenure as an
Independent Director.

The shareholders of the Company have approved
the appointment of Mr. Akshay Tanna, Ms. Simrun
Mehta, Dr. Manish Mattoo and Mr. Bijou Kurien,
Additional Directors as Directors of the Company
vide shareholders resolution passed through Postal
Ballot on August 10, 2025, all other terms of
appointment remaining the same.

(e)    Reappointment of Independent Director:

Subsequent to the close of the financial year, based
on the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting
held on May 19, 2026 approved the re-appointment
of Mr. Rajiv Maliwal (DIN: 00869035) as a
Non-Executive Independent Director for a second
term of five consecutive years with effect from May
25, 2026, subject to the approval of the Members
in accordance with applicable law. The Members
of the Company have subsequently approved the
re-appointment of Mr. Rajiv Maliwal in accordance
with the provisions of the Companies Act, 2013 and
the SEBI Listing Regulations.

19.3    Directors resigned/ceased to be directors during the
financial year:

The following directors have resigned/ceased to be
directors during the financial year:

Resignation of Non-Executive Non-Independent
Directors: Pursuant to the terms of the Share Purchase
Agreement (SPA) dated February 23, 2025, as amended,
and upon the completion of sale of First Tranche Shares,
the following Non-Executive, Non-Independent Directors,
who were nominee directors of Aceso Company Pte
Ltd, tendered their resignations from the Board of the
Company, effective from May 30, 2025:

(i)    Mr. Siddharth Tapaswin Patel (DIN: 07803802)

(ii)    Mr. Amit Soni (DIN: 05111144)

19.4    Retirement by rotation:

Pursuant to Section 152 of the Act and the Articles of
Association of the Company, Ms. Simrun Mehta and
Mr. Akshay Tanna retire by rotation at the ensuing
Annual General Meeting and, being eligible, have offered
themselves for re-appointment. The Board, based on the
recommendation of the Nomination and Remuneration
Committee, has recommended their re-appointment for
approval of the Members.

The requisite resolutions, together with the relevant
disclosures, form part of the Notice convening the ensuing
Annual General Meeting.

20. Number of meetings of the Board:

The meetings of the Board are scheduled at regular
intervals to decide and discuss business performance,
policies, strategies and other matters of significance. The
schedule of the meetings is circulated in advance to ensure
proper planning and effective participation in meetings.
In certain exigencies, decisions of the Board are also
accorded through circulation.

The Board met 12 (twelve) times during FY 2025-26, on:

(i) May 24, 2025; (ii) May 30, 2025; (iii) June 30, 2025; (iv)
August 1, 2025; (v) September 12, 2025; (vi) November
12, 2025; (vii) December 1, 2025; (viii) February 5, 2026;
(ix) February 17, 2026; (x) February 24, 2026; (xi) March 2,
2026; and (xii) March 30, 2026.

The interval between any two consecutive Board meetings
did not exceed 120 days. All meetings were duly convened
and conducted in accordance with the applicable provisions
of the Companies Act, 2013 (“Act”), the SEBI Listing
Regulations, and the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

Detailed information regarding the meetings of the Board
and meetings of the Committees of the Board is included
in the report on Corporate Governance which forms a part
of the Board’s Report.

21. Key Managerial personnel and changes during
the year:

In accordance with the provisions of Sections 2(51), 203
of the Companies Act, 2013 read with The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following were the Key Managerial
Personnel of the Company as on March 31, 2026.

i)    Dr. Manish Mattoo - Chief Executive Officer and Chief
Financial Officer, and

ii)    Ms. Sunu Manuel - Company Secretary

21.1 The following are the changes in the Key Managerial
Personnel of the Company (“KMP”) occurred during
the year:

(a)    Change in designation of Whole-time director, KMP
of the Company: Based on the recommendations of
the Nomination and Remuneration Committee of the
Board of Directors of the Company, the Board has,
at its meeting held on May 30, 2025, approved the
re-designation of Dr. B.S. Ajaikumar (DIN: 00713779),
whole-time director as a Non-Executive Director
on the Board of the Company with effect from May
30, 2025. Consequently, Dr. B. S. Ajaikumar has
ceased to be a Key Managerial Personnel with effect
from May 30, 2025.

(b)    Resignation of the Chief Executive Officer of the
Company: Mr. Meghraj Arvindrao Gore has tendered
his resignation as a chief executive officer of the
Company, which was accepted by the Board at its
meeting held on May 30, 2025, with effect from June
30, 2025. Accordingly, he has ceased to be a KMP
with effect from June 30, 2025.

(c)    Appointment of the Chief Executive Officer of the
Company: Based on the recommendations of the
Nomination and Remuneration Committee, the Board
has approved appointment of Dr. Manish Mattoo, as
the Executive Director and Chief Executive Officer
of the Company, with effect from June 30, 2025.
Dr Mattoo is a KMP with effect from June 30, 2025.

(d)    Resignation of the Chief Financial Officer of
the Company: Ms. Ruby Ritolia has tendered her
resignation as the Chief Financial Officer effective
from September 02, 2025. Accordingly, she ceased
to be a KMP with effect from September 2, 2025.

(e)    Appointment of Chief Financial Officer in Interim
Capacity and Key Managerial Personnel of the
Company: Based on the recommendation of the Audit
Committee and the Nomination and Remuneration
Committee, the Board has appointed Dr. Manish
Mattoo, Executive Director and Chief Executive
Officer, as the Chief Financial Officer of the Company
in Interim capacity with effect from December 01,
2025. The appointment shall be effective till a new
Chief Financial Officer is appointed by the Board of
Directors and assumes office as the Chief Financial
Officer. Dr Mattoo is a KMP with effect from June

30, 2025, in the capacity of Chief Executive Officer
and Chief Financial Officer of the Company in
Interim capacity.

Except as stated above, there were no other appointments
or resignations of Key Managerial Personnel during the
financial year.

The Board of Directors places on record its sincere
appreciation and gratitude to Mr. Meghraj Arvindrao
Gore and Ms. Ruby Ritolia for their exemplary leadership,
dedicated service and significant contributions during
their tenure with the Company. The Board acknowledges
their invaluable guidance and active involvement in the
strategic, operational and financial management of the
Company, which have meaningfully contributed to the
Company’s growth and progress.

21.2 The following are the changes in the Key Managerial
Personnel of the Company (“KMP”) after the year
under review:

a)    Appointment of Chief Financial Officer and Key
Managerial Personnel of the Company: Based on the
recommendation of the Nomination and Remuneration
Committee and approval of the Audit Committee, the
Board has approved the appointment of Mr. Sanjeev
Kumar as the Chief Financial Officer and Key Managerial
Personnel of the Company with effect from
commencement of business hours on May 25, 2026.

b)    Relinquishment of the additional charge of Chief
Financial Officer of the Company in Interim capacity:

Consequent to Mr. Sanjeev Kumar assuming charge
as the Chief Financial Officer of the Company with
effect from May 25, 2026, Dr. Manish Mattoo,
Executive Director and Chief Executive Officer, who
was appointed as the Chief Financial Officer in
Interim capacity and Key Managerial Personnel of the
Company pursuant to Section 203 of the Companies
Act, 2013, has relinquished the additional charge
of Chief Financial Officer of the Company in Interim
capacity with effect from May 25, 2026.

The Board of Directors places on record its sincere
appreciation for the leadership, commitment and valuable
contributions rendered by Dr. Manish Mattoo during his
tenure as the Chief Financial Officer of the Company in
Interim capacity.

22. Committees of the Board and their constitution:

During the financial year, the Board had the following
seven Committees. The Composition of the Committees
of the Board along with relevant information pertaining to
Directors are detailed in the Corporate Governance Report
which forms a part of this Report.

A.    Audit Committee.

B.    Risk Management Committee.

C.    Nomination and Remuneration Committee.

D.    Stakeholders’ Relationship Committee.

E.    Corporate Social Responsibility Committee.

F.    Strategy Committee.

G.    Rights Issue Committee.

Keeping in view the requirements of the Companies Act,
2013 and SEBI Listing Regulations, as amended from
time to time, the Board reviews the terms of reference of
these Committees and the nomination of Board members
to various Committees. The recommendations, if any, of
these Committees are submitted to the Board for approval.

(A) Audit Committee:

The Audit Committee of the Board reviews, acts on and
reports to the Board with respect to various auditing
and accounting matters. The scope and function of the
Audit Committee is in accordance with Section 177 of
the Companies Act, 2013, Regulation 18 of SEBI Listing
Regulations, and have been detailed in the Corporate
Governance Report, forming part of this Annual Report.

The Audit Committee met 7 (seven) times during FY 2025¬
26, on: (i) May 24, 2025; (ii) May 30, 2025; (iii) August 1,
2025; (iv) November 12, 2025; (v) December 1, 2025; (vi)
February 5, 2026; and (vii) March 30, 2026.

All recommendations made by the Audit Committee during
the financial year were accepted by the Board of Directors.

The composition of the Audit Committee during the
financial year 2025-26 and the attendance at the
committee meetings are given in the below table.

As per the Promoter Agreement dated February 23, 2025,
the Audit Committee of the Board has been reconstituted
in compliance with the requirements of Section 177
of the Companies Act, 2013 and Regulation 18 of the
SEBI Listing Regulations 2015, as amended, and other
applicable provisions, if any, with effect from May 30,
2025, as follows:

(i)    Ms. Geeta Mathur, Independent Director (Chairperson);

(ii)    Mr. Rajagopalan Raghavan, Independent
Director (Member);

(iii)    Mr. Pradip Kanakia, Independent Director
(Member); and

(iv)    Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Member).

With effect from January 01, 2026, the Audit Committee
of the Board has further been reconstituted as follows:

(i)    Ms. Geeta Mathur, Independent Director (Chairperson);

(ii)    Mr. Rajagopalan Raghavan, Independent
Director (Member);

(iii)    Mr. Pradip Kanakia, Independent Director (Member);

(iv)    Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Member);

(v)    Mr. Akshay Tanna, Non-Executive Non-Independent
Director (Member); and

(vi)    Mr. Bijou Kurien, Independent Director (Member).

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(B) Risk Management Committee:

The Board of Directors of the Company has constituted
Risk Management Committee on June 17, 2021, to
assist the Board in fulfilling its corporate governance
oversight responsibilities with regard to the identification,
evaluation and mitigation of strategic, operational,
and external environment risks. The Committee has
overall responsibility for monitoring and approving the
enterprise risk management framework and associated
practices of the Company. Prior to the formation of the
Risk Management Committee, the Audit Committee of the
Board was overseeing the Risk Management function of
the enterprise as a whole and was called as Audit and Risk
Management Committee.

The Committee has met two times during the financial
year 2025-26. The meetings were held on May 30, 2025,
and December 03, 2025.

The composition of the Risk Management Committee and
the attendance at the committee meetings during the
financial year 2025-26 are given in the below table:

As per the Promoter Agreement dated February 23, 2025,
the Risk Management Committee has been reconstituted
in compliance with the requirements of Regulation 21
and other applicable provisions, if any, of the SEBI Listing
Regulations, as amended, with effect from May 30,
2025, as follows:

(i)    Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Chairperson)

(ii)    Mr. Pradip Kanakia, Independent Director
(Member); and

(iii)    Mr. Akshay Tanna, Non-Executive Non-Independent
Director (Member).

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(C) Nomination and Remuneration Committee:

The scope and function of the Nomination and
Remuneration Committee is in accordance with Section
178 of the Companies Act, 2013 and Regulation 19 of
SEBI Listing Regulations.

The Nomination and Remuneration Committee met 9 (nine)
times during FY 2025-26, on: (i) May 24, 2025; (ii) May 30,
2025; (iii) May 30, 2025; (iv) June 30, 2025; (v) August
1, 2025; (vi) September 12, 2025; (vii) November 12,
2025; (viii) December 1, 2025; and (ix) February 5, 2026.
All recommendations made by the Committee during the
financial year were accepted by the Board of Directors.

The composition of the Nomination and Remuneration
Committee and the attendance at the committee
meetings during the financial year 2025-26 are given in
the below table.

(v)    Mr. Akshay Tanna, Non-Executive Non-Independent
Director (Member); and

(vi)    Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Member).

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(D) Stakeholders' Relationship Committee:

The Stakeholders’ Relationship Committee is constituted
in compliance with Section 178 of the Companies Act,
2013 and Regulation 20 of SEBI Listing Regulations.

Stakeholders’ Relationship Committee of the Board has
met once during the financial year 2025-26. The meeting
was held on March 27, 2026.

The composition of the Stakeholders' Relationship Committee
and the attendance at the Committee meeting held during the
financial year 2025-26 are given in the below table.

The committee has met once during the FY 2025-26 which
was held on February 04, 2026.

The composition of the Corporate Social Responsibility
Committee as on March 31, 2026 and the attendance
at the Committee meeting held during the financial year
2025-26 are given in the below table:

As per the Promoter Agreement dated February 23,
2025, with effect from May 30, 2025, the Corporate
Social Responsibility Committee of the Board has been
reconstituted in compliance with the requirements of
Section 135 and other applicable provisions, if any, of
the Companies Act, 2013 and the rules made thereunder
and the applicable provisions, if any, of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended,
with effect from May 30, 2025, as follows:

(i)    Dr. B.S Ajaikumar, Non-Executive Non-Independent
Director (Chairperson);

(ii)    Mrs. Anjali Ajaikumar Rossi, Non-Executive Non¬
Independent Director (Member);

(iii)    Mr. Rajagopalan Raghavan, Independent
Director (Member); and

(iv)    Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Member).

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(F) Strategy Committee:

The Committee was constituted by our Board of Directors
at their Meeting held on May 26, 2016, with the scope of
reviewing strategic initiatives; and for having an oversight
of the strategic direction of the Company. The members
of the Committee shall be nominated by the Board of
Directors with a right to appoint, replace the members
from time to time. The Company Secretary shall act as the
Secretary of the Committee. CFO shall be an invitee to the
Committee Meetings and would provide support to the
Committee in terms of financial analysis and planning.

Upon the termination of the Investment Agreement dated
June 04, 2020, the Strategy Committee of the Board has
ceased to exist with effect from May 30, 2025.

(G) Rights Issue Committee:

The Committee was constituted by our Board of Directors
at their Meeting held on February 17, 2026, in order to
ensure efficient, timely and smooth implementation of the
proposed Rights Issue.

The committee has met once during the FY 2025-26 which
was held on March 27, 2026.

The Rights Issue Committee of the Board has been
reconstituted considering best governance practices,
regulatory expectations and practical execution requirements.
The composition of the Rights Issue Committee and the
attendance at the Committee meeting held during the financial
year 2025-26 are given in the below table:

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

Upon completion of the Rights Issue and the matters
incidental and ancillary thereto, the Rights Issue
Committee ceased to be in existence, having fulfilled the
purpose for which it was constituted.

23. Board Evaluation:

In compliance with the requirements of the Companies
Act, 2013 and the SEBI Listing Regulations, the Company
undertook the annual performance evaluation of the Board
for the financial year 2025-26. The evaluation framework
was designed in line with the provisions of the Companies
Act, 2013, the SEBI Listing Regulations, and the Guidance
Note on Board Evaluation issued by SEBI in January 2019.

The evaluation process was conducted through a
structured questionnaire covering qualitative and
quantitative parameters, along with feedback based on a
rating mechanism. The evaluation covered:

(i)    the performance of the Board as a whole;

(ii)    the performance of each Director on an
individual basis;

(iii)    the performance of the Chairperson of the Board; and

(iv)    the performance of all Board committees.

The Board evaluation focused on parameters such as
the composition and role of the Board, the quality and
effectiveness of communication and relationships, the
functioning of Board committees, review of performance and
compensation of Executive Directors, succession planning,
strategic guidance, Board culture, governance standards,
and the discharge of specific duties and obligations.

The evaluation of individual Directors was based on
parameters including participation and contribution
at Board and committee meetings, representation of
shareholder interests and enhancement of shareholder
value, the ability to provide strategic guidance and
governance oversight, understanding of the Company’s
strategy and risk environment, independence of judgment,
and safeguarding the interests of the Company and
its minority shareholders. Separate evaluations were
carried out for the Chairperson, Executive Directors,
Non-Executive Directors, and Independent Directors.

The evaluation of committees considered factors such
as the adequacy of their independence, the frequency
and effectiveness of meetings, the quality of discussions,
and the effectiveness of their recommendations and
advice to the Board.

Throughout the year, the Board and its committees had
multiple opportunities for interaction, both collectively
and in smaller groups, including dedicated meetings of
Independent Directors and one-on-one discussions with
the Chairperson. These deliberations provided valuable
insights, enhancing the quality of governance and
collective decision-making.

Discussions during the evaluation process also focused on
identifying ways to further strengthen the effectiveness of
the Board and its committees, particularly in the context
of the evolving business environment and regulatory
landscape. The Board reviewed the structure, composition,
functioning, and interaction with management, and
identified actionable areas for continuous improvement.

The Nomination and Remuneration Committee, through its
Chairperson, led the evaluation process and presented the
findings to the Board. The overall assessment concluded
that the Board, its committees, and individual Directors
function cohesively and effectively, with periodic reporting
by committees to the Board ensuring transparency and
alignment. The Board acknowledged and appreciated
the significant contributions of the Chairperson,
Executive Directors, Non-Executive Directors, and
Independent Directors toward the Company’s growth and
governance practices.

The Board also noted that action points identified in the
previous evaluation had been implemented, and new areas
of focus, considering the dynamic external environment,
were identified for attention in the coming year.

The Directors expressed their satisfaction with the
evaluation process and confirmed that the Board and
its committees continue to operate effectively and that
the performance of the Directors and the Chairperson
remains satisfactory.

24. Risk Management and Enterprise Risk
Management Policy:

Pursuant to Regulation 21 of the SEBI Listing Regulations,
the Company has formulated and implemented a

comprehensive Enterprise Risk Management (ERM) Policy.
The policy is designed to identify and analyze various
categories of risks, with the objective of eliminating or
mitigating exposures and enabling timely implementation
of appropriate risk mitigation measures.

The Company has adopted and implemented an Enterprise
Risk Management ("ERM") framework designed to
identify, assess, prioritise, monitor and mitigate strategic,
operational, financial, regulatory, clinical, technology and
other material risks. The framework seeks to integrate
risk considerations into strategic planning and business
decision-making while maintaining an appropriate balance
between risk and opportunity.

The Risk Management Committee periodically reviews
the Company’s principal risks, emerging risk landscape,
mitigation plans and risk appetite, and provides guidance
on strengthening risk governance and resilience. The
Committee also reviews the adequacy and effectiveness
of the risk management systems and processes and
reports material matters to the Board. Further details of
the enterprise-wide risk management framework are set
out in the Management Discussion and Analysis Report
forming part of this Annual Report.

The Risk Management Committee (RMC) periodically
reviews the Company’s risk portfolio in alignment with its
defined risk appetite and, where necessary, recommends
enhancements to the Company’s risk management
frameworks, processes, and practices. The RMC also
provides strategic guidance to further strengthen the
robustness of the risk management framework, ensuring
a prudent balance between risk and reward in both
ongoing operations and emerging business opportunities.
The Committee continues to periodically review the
risk management process to ensure its relevance and
effectiveness in supporting the Company’s strategic and
operational objectives.

For further details on the enterprise-wide risk management
framework, refer to Management and Discussion Analysis
Report forming part of the Annual Report.

25. Policy on Board Diversity:

The Nomination and Remuneration Committee has framed
a policy for Board Diversity, which lays down the criteria for
appointment of Directors on the Board of your Company
and guides organization’s approach to Board Diversity.

Your Company believes that Board diversity, basis the
gender, race, age will help build diversity of thought and
will set the tone at the top. A mix of individuals representing
different industry experience, qualification and skill set will
bring in different perspectives and help the organization
grow. The Board of Directors is responsible for reviewing
the policy from time to time. The policy on Board Diversity
has been placed on the Company’s website athttps://
www.hcgoncologv.com/corporate-governance/#Policies-a
nd-Guidelines.

26.    Compliance Management Framework:

The Company has instituted a technology-enabled
compliance management framework for identification,
ownership, monitoring and reporting of compliances
under applicable laws and regulations. Compliance status,
material deviations and corrective actions are periodically
reviewed by the senior management and placed before
the Audit Committee and the Board, as appropriate.
The framework is supported by defined responsibilities,
periodic certifications and escalation mechanisms
designed to promote timely compliance and accountability
across the organisation.

27.    Corporate Social Responsibility:

Your Company has been taking initiatives under Corporate
Social Responsibility (CSR) for society at large, well before
it has been prescribed through the Companies Act, 2013;
and over the years, had been pursuing as a part of its
corporate philosophy, an unwritten CSR policy voluntarily
which goes much beyond mere philanthropic gestures
and integrates interest, welfare and aspirations of the
community with those of the Company itself and create an
environment of partnership for inclusive development.

As per the provisions of Section 135 of the Companies Act,
2013, the Company has well defined policy on CSR which
covers the activities as prescribed under Schedule VII of
the Companies Act 2013. The CSR Policy is available on
the website of the Company athttps://www.hcgoncology.
com/corporate-governance/#Policies-and-Guidelines.

The composition of CSR committee and disclosure as per
Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, is attached herewith
as Annexure 5 and forms an integral part of this
Annual Report.

28.    Internal Audit:

During the year under review, the Company continued
to strengthen its internal audit framework through a
combination of an in-house Internal Audit function,
concurrent audits and support from Ernst & Young LLP
(“EY”), the external Internal Auditors of the Company. This
integrated framework is designed to provide independent
and risk-based assurance on the adequacy and operating
effectiveness of the Company’s internal controls,
governance processes and risk management framework.

As part of strengthening the in-house Internal Audit
function, Mr. Vijay S. Shanbhag was appointed as the
Internal Auditor of the Company under Section 138 of
the Companies Act, 2013, with effect from December
1, 2025. Mr. Shanbhag has been associated with the
Company’s Internal Audit and Risk Management functions
since 2017 and has also been leading the concurrent audit
of the Company’s centres across India. In discharging
his responsibilities as Internal Auditor, Mr. Shanbhag
continues to be supported by EY, the external Internal
Auditors of the Company.

Subsequent to the close of the financial year, based on
the recommendation of the Audit Committee, the Board of
Directors, at its meeting held on May 19, 2026, approved
the re-appointment of Mr. Vijay S. Shanbhag as the
Internal Auditor of the Company for a further term of one
year with effect from May 30, 2026.

The internal audit framework enables periodic and focused
review of key financial and operational processes, internal
controls and business risks. Significant audit observations,
management responses, agreed corrective actions and
the status of remediation are periodically placed before
the Audit Committee, which oversees the Internal Audit
function and monitors the effectiveness of the Company’s
internal control and risk management environment.

29. Internal Financial Control system and their
adequacy:

The management has laid down internal financial controls
to be followed by the Company. We have adopted policies
and procedures for ensuring the orderly and efficient
conduct of the business, including adherence to the
Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

The internal control system commensurate with the nature
of business, size and complexity of operations and has been
designed to provide reasonable assurance on the achievement
of objectives in effectiveness and efficiency of operations,
reliability of financial reporting and compliance with applicable
laws and regulations. In furtherance to this, your Company has
instituted an online compliance management system within
the organization to monitor compliances and provide update
to senior management and Board on a periodic basis. The
Audit Committee and the Board periodically monitor status of
compliances with applicable laws.

As part of the Corporate Governance Report, CEO/ CFO
certification is provided, for assurance on the existence
of effective internal control systems and procedures
in the Company.

The internal control framework is supplemented with an
internal audit program that provides an independent view
of the efficacy and effectiveness of the process and control
environment and supports a continuous improvement
program. The internal audit program is managed by an
Internal Audit function; and the Audit Committee of the
Board oversees the Internal Audit function.

The scope and authority of the Internal Audit function is
derived from the Audit Committee Charter approved by the
Audit Committee of the Board. The Internal Audit function
develops an internal audit plan to assess control design
and operating effectiveness, as per the risk assessment
methodology. The Internal Audit function provides
assurance to the Board and management that a system of
internal control is designed and deployed to manage key
business risks and is operating effectively.

30.    Whistle Blower/Vigil Mechanism for Directors
and employees:

Section 177(9) and (10) of the Companies Act, 2013,
mandates every listed company to establish a vigil
mechanism for its directors and employees which shall
function as a channel for receiving and redressing their
complaints. The vigil mechanism provides for (a) adequate
safeguards against victimization of persons who use the
vigil mechanism; and (b) direct access to the Chairperson
of the Audit Committee of the Board of Directors of the
Company in appropriate or exceptional cases.

Under this policy, we have adopted a vigil mechanism which
would encourage our directors, employees and all other
stakeholders to report any incidence of fraudulent financial or
other information to the stakeholders, reporting of instance(s)
of leak or suspected leak of unpublished price sensitive
information, and any conduct that results in violation of the
Company’s code of business conduct, to the management
(on an anonymous basis, if employees so desire). Further,
your Company has prohibited discrimination, retaliation or
harassment of any kind against any employee who reports
under the vigil mechanism or participates in the investigation.

Awareness of policies is created by, inter alia, training and
sending group mailers highlighting actions taken by the
Company against the errant employees. All complaints
received through the whistle blower mechanism are
reviewed and investigated by the Ombudsperson.
Dedicated email address has been created to facilitate
receipt of complaints directly by the Ombudsperson.

The Audit Committee periodically reviews the functioning
of this mechanism. No individual in the Company has been
denied access to the Audit Committee or its Chairperson.

This meets the requirement under Section 177(9) and (10)
of the Companies Act, 2013 and Regulation 22 of SEBI
Listing Regulations.

Mechanism followed under the process is appropriately
communicated within the Company across all levels
and has been displayed on the Company’s intranet and
website athttps://www.hcgoncologv.com/corporate-gove
rnance/#Policies-and-Guidelines.

31.    Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate,
monitor and report trading by Designated Persons and
their Immediate Relatives under the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conduct also includes
code of practices and procedures for fair disclosure of
unpublished price sensitive information which has been
made available on the Company’s website athttps://www.
hcgoncology.com/ corporate-governance/#Policies-and-G
uidelines

32.    Company’s Policy on Appointment and
Remuneration of Directors:

The Nomination and Remuneration Committee has
framed a policy for selection and appointment of Directors
including determining qualifications and independence
of a Director, Key Managerial Personnel (KMP), senior
management personnel and their remuneration as part
of its charter and other matters provided under Section
178(3) of the Companies Act, 2013. The Board of Directors
is responsible for reviewing the policy from time to time.

The Policy of the Company on the Director’s appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of a
director and other matters, as required under sub-section
(3) of section 178 of the Companies Act, 2013, is available
on our websitehttps://www.hcgoncology.com/corporate-
governance/#Policies-and-Guidelines. We affirm that the
remuneration paid to Directors is as per the terms laid out
in the nomination and remuneration policy of the Company.

33.    Particulars of employees:

The statement containing particulars in terms of Section
197 (12) of the Companies Act, 2013, read with Rule 5
(1) of the Companies (Appointment and Remuneration
of Managerial personnel) Rules, 2014 for the year ended
March 31, 2026, forms part of this Annual Report and is
appended herewith as Annexure 3 to this Report.

A statement containing, inter alia, names of top ten
employees and employees if employed throughout the
financial year and in receipt of remuneration of INR 102
Lakhs or more, employees employed for part of the year
and in receipt of INR 8.50 Lakhs per month or more,
pursuant to Rule 5(2) the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
also provided in Annexure 3 to this report.

34.    Significant or Material orders:

During the period under Report, there were no material
or significant orders passed by the Regulators/Courts/
Tribunals which would have an impact on the going
concern status and operations of the Company in future.

35.    Statutory Auditors:

M/s B S R & Co. LLP, Chartered Accountants (Firm Registration
No. 101248W/W-100022), were re-appointed as the
Statutory Auditors of the Company for a second term of five
consecutive years commencing from the conclusion of the
24^th Annual General Meeting held on September 29, 2022
until the conclusion of the 29^th Annual General Meeting to be
held in 2027, in accordance with Section 139 of the Act.

The Statutory Auditors have confirmed their continued
eligibility under the applicable provisions of the Act and
the rules made thereunder.

36. Statutory Auditors' Report:

There are no qualifications, reservations or adverse
remarks made by M/s B S R & Co. LLP., Statutory Auditors,
in their report for the financial year ended March 31, 2026.
The Auditors’ Report being self-explanatory does not call
for any further comments from the Board of Directors,
except for the following matters on: (a) Other Legal and
Regulatory Requirements forming part of Independent
Auditor’s Report on the Consolidated Financial Statements
of Healthcare Global Enterprises Limited and report of
the Standalone Financial Statements for the year ended
March 31, 2026:

(a)    Title deeds of immovable properties disclosed in
the standalone financial statements are held in the
name of the Company, except for title deeds of the
immovable properties of the Company in Bengaluru
and Vijayawada. Please refer to Clause (i) (c) of
Annexure A to the Independent Auditor’s Report
on the Standalone Financial Statements of the
Company for the year ended 31 March 2026, for the
observations in detail.

(b)    Proper books of account as required by law relating
to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from
our examination of those books and the reports of the
other auditors, except (a) for the matters stated in the
paragraph 2B(f) (Hi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules,
2014. Please refer to Sl. No.2 A(b) under the report
on Other Legal and Regulatory Requirements to the
Independent Auditor’s Report on the Consolidated
Financial Statements of the Company, for the
observation in detail.

Except for the instances mentioned below, the
Holding Company and the subsidiary companies
have used accounting software for maintaining its
books of account which have a feature of recording
audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective softwares:

i.    For the Holding Company and four subsidiary
companies, the audit trail (edit log) feature was
not enabled in an accounting software used for
maintaining the general ledger and other records
for: (a) direct data changes at the database and
for changes made by users with privileged
access rights; and (b) at the application level for
certain tables (relating to payroll).

ii.    In respect of two subsidiary companies and
two step-down subsidiary companies, the
feature of recording audit trail is not enabled
in the respective accounting softwares used for
maintaining books of accounts.

In this regard, the Board of Directors places its
response as under:

(a)    With respect to the observation under (a) above on
the tittle deeds not in the name of the Company, both
the properties were owned by the subsidiaries of the
Company viz., Banashankari Medical and Oncology
Research Centre Private Limited (Bengaluru)
and Healthcare Global Vijay Oncology Private
Limited (Vijayawada).

Banashankari Medical and Oncology Research
Centre Private Limited (Bengaluru) and Healthcare
Global Vijay Oncology Private Limited (Vijayawada)
have been amalgamated with the Company, and on
account of the amalgamation, all the properties of
these two companies have been transferred to the
Company as per the order of the respective High
Courts sanctioning the amalgamation. As per the
Scheme of Amalgamation/Demerger as approved by
the High Court, in respect of such assets belonging to
the Transferor Company, the same shall, without any
further act, instrument or deed, be transferred to and
stand vested in and / or be deemed to be transferred
to and stand vested in the Transferee Company.

Subsequent to year end, with respect to the freehold
land in Bengaluru, the title stands transferred in the
name of the Company, vide rectification deed dated
21.04. 2026. Transfer of Khata is under process.

(b)    With respect to the observation under (b) above
on maintaining proper books of accounts, our
response is as under:

(i)    With respect to the observation under
Para 2 B(f)(i) above, the Auditor's report is
self-explanatory.

(ii)    With respect to the observation under Para 2
B(f) (ii) above, the two subsidiary companies
and two step-down subsidiary companies will
be upgrading the version of the accounting
application used by them to ensure compliance
with the audit trail (edit log) requirements.
The upgrade is expected to be completed
during FY 2026-27.

Further, the Auditors of the Company have not reported
any instances of fraud committed against the Company
by its officers or employees as specified under the
second proviso of Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s) or re¬
enactments) for the time being in force).

37. Material changes and commitments, if any,
affecting the financial position of the Company
occurred between the end of the financial year
to which these financial statements relate and
the date of the Report:

No material changes and commitments, other than
disclosed as part of this Report, affecting the financial
position of the Company have occurred between March
31, 2026, and the date of the Report. There has been no
change in the nature of business of the Company during
the last financial year.

38.    Secretarial Audit:

Pursuant to Regulation 24A of the SEBI Listing Regulations
and the applicable provisions of the Companies Act, 2013
(“Act”), the Members, at the Annual General Meeting held
on September 25, 2025, approved the appointment of M/s.
V. Sreedharan & Associates, Company Secretaries in Practice,
as the Secretarial Auditors of the Company for a term of
five consecutive years, commencing from the conclusion of
the said Annual General Meeting until the conclusion of the
Annual General Meeting to be held in the year 2030.

In accordance with Section 204 of the Act, read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s. V. Sreedharan
& Associates conducted the Secretarial Audit of the
Company for the financial year ended March 31, 2026. The
Secretarial Audit Report in Form MR-3, issued pursuant
to Section 204 of the Act, read with Regulation 24A of
the SEBI Listing Regulations, is annexed to this Report as
Annexure 1 and forms an integral part hereof.

Further, in accordance with Regulation 24A of the SEBI
Listing Regulations and the applicable circulars issued by
the Securities and Exchange Board of India, the Annual
Secretarial Compliance Report for the financial year ended
March 31, 2026, issued by M/s. V. Sreedharan & Associates,
is also included as part of Annexure 1 to this Report.

The Secretarial Audit Report for the financial year ended
March 31, 2026 does not contain any qualification,
reservation, adverse remark or disclaimer requiring
comments or explanation from the Board. The Report is
self-explanatory and, accordingly, does not call for any
further comments from the Board of Directors.

The Company has established appropriate systems and
processes to ensure compliance with the Secretarial
Standards on Meetings of the Board of Directors (SS-
1) and the Secretarial Standards on General Meetings
(SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Act. During the year under review,
the Company has complied with the applicable provisions
of SS-1 and SS-2, including the revised Secretarial
Standards effective from April 1, 2024.

Further, in accordance with the applicable requirements
of Regulation 24A of the SEBI Listing Regulations, the
Secretarial Audit Report of HCG Medi-Surge Hospitals
Private Limited, a material subsidiary of the Company, is
annexed to this Report as Annexure 7 and forms an integral
part of the Annual Report. The said Secretarial Audit
Report does not contain any qualification, reservation,
adverse remark or disclaimer requiring comments or
explanation from the Board.

39.    Cost Records and Cost Auditor:

Pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the

Company is required to maintain cost records and have
the same audited in respect of the applicable activities.
Accordingly, the prescribed cost records were duly
maintained for FY 2025-26.

The remuneration of M/s. Rao, Murthy & Associates, Cost
Auditors of the Company for FY 2025-26, amounting to
INR 2,50,000 (Indian Rupees Two Lakhs Fifty Thousand)
plus applicable taxes and reimbursement of actual
out-of-pocket expenses, that may be incurred in connection
with the cost audit for FY 2025-26 has been ratified by the
shareholders, at the AGM held on September 25, 2025.

Cost Audit Report for the financial year ended March 31,
2025 has been filed with the Registrar of Companies.

Based on the recommendations of the Audit Committee,
the Board of Directors proposes to pay a remuneration of
INR 2,50,000 (Indian Rupees Two Lakh Fifty Thousand),
plus applicable taxes and reimbursement of actual out-
of-pocket expenses, to M/s. Rao, Murthy & Associates
(Firm Registration No. 00065), Cost Accountants, as the
Cost Auditors of the Company for FY 2026-27, subject to
ratification of the said remuneration by the shareholders at
the ensuing Annual General Meeting (AGM).

40.    Particulars regarding Conservation of energy,
Technology absorption and Foreign exchange
earnings and outgo as per Section 134(3)(m) of
the Companies Act, 2013:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,

2013    read with Rule 8 of the Companies (Accounts) Rules,

2014    is detailed in Annexure 6.

41.    Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual
Harassment policy in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaints Committees have been set up to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy. The Company has complied
with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company conducts sessions for employees to build
awareness amongst employees about the Policy and the
provisions of Prevention of Sexual Harassment of Women
at Workplace Act. The Company’s process ensures
complete anonymity and confidentiality of information.

The below table provides details of complaints received/
disposed during the financial year 2025-26.

motivating employees and aligning their interests with
the long-term growth and value creation objectives of
the Company. The employee stock option schemes of
the Company are administered by the Nomination and
Remuneration Committee (“NRC”), in accordance with
their respective terms and the applicable provisions of
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
as amended (“SEBI SBEB Regulations”).

The disclosures required under the SEBI SBEB Regulations
in respect of the employee stock option schemes of the
Company for the financial year ended March 31, 2026,
are annexed to this Report as Annexure 2 and are also
available on the website of the Company.

43.1    HCG Employee Stock Option Scheme 2014 (“HCG
ESOS 2014”):

HCG ESOS 2014 was formulated prior to the listing of
the equity shares of the Company and was subsequently
ratified by the Members at the Annual General Meeting
held on September 29, 2016, in accordance with the
then applicable SEBI (Share Based Employee Benefits)
Regulations, 2014. Following the introduction of HCG
ESOS 2021, the Company decided that no further grants
would be made under HCG ESOS 2014. All options
granted under HCG ESOS 2014 that had vested and
remained pending for exercise have since been exercised
and, accordingly, there are no outstanding options under
the Scheme as on March 31, 2026.

43.2    HCG Employee Stock Option Scheme 2021 (“HCG
ESOS 2021”)

The Board of Directors, at its meeting held on February
11, 2021, approved the introduction of HCG ESOS 2021,
which was subsequently approved by the Members. The
Scheme provides for grant of employee stock options to
eligible employees of the Company and its subsidiaries,
with each option entitling the holder, upon vesting and
exercise, to one equity share of the Company, subject to
the terms of the Scheme and the respective grants.

On February 21, 2025, the Board approved an amendment
to HCG ESOS 2021 providing eligible option holders with
an option to surrender up to an aggregate of 16,19,741
employee stock options that had vested prior to or
immediately following the “Trade Sale”, as defined in the
relevant grant letters, in consideration for a cash settlement
determined in accordance with the approved terms. The
amendment was subsequently approved by the Members
by way of a Special Resolution through Postal Ballot on
April 27, 2025.

During FY 2025-26, pursuant to the aforesaid amendment,
the Company accepted the surrender of 16,19,741
employee stock options and paid an aggregate cash
consideration of H58.08 crore, calculated at a settlement
price of H495 per option less the applicable exercise price.
Further, consequent to the accelerated vesting of the
remaining options under HCG ESOS 2021 which were not
eligible for cash settlement, an amount of H69 lakh was

recognised under employee benefit expenses during the
financial year.

During FY 2025-26, the Company also allotted 15,92,267
equity shares pursuant to the exercise of employee stock
options, as compared with 1,25,683 equity shares allotted
during the previous financial year.

The grants under HCG ESOS 2021 were administered
by the NRC in accordance with the terms of the Scheme
and the respective grant letters, including the applicable
vesting conditions and performance criteria.

43.2HCG Employee Stock Option Scheme 2026 (“HCG
ESOS 2026”)

With a view to establishing a long-term equity incentive
framework aligned with the Company’s growth strategy
and shareholder value creation, the Board of Directors,
at its meeting held on February 5, 2026, based on the
recommendation of the NRC, approved the introduction
and adoption of the HCG Employee Stock Option Scheme
2026 (“HCG ESOS 2026”), subject to the approval
of the Members and other requisite statutory and
regulatory approvals.

Under HCG ESOS 2026, the maximum number of
equity shares that may be issued pursuant to exercise
of options granted under the Scheme shall not exceed
74,21,455 equity shares. The Scheme provides for grant
of employee stock options to eligible employees of the
Company and its subsidiaries in accordance with the SEBI
SBEB Regulations.

The Members have subsequently approved HCG ESOS
2026. The Company is yet to obtain in-principle approval
from the Stock Exchanges for the equity shares proposed
to be issued pursuant to the Scheme. No options have
been granted under HCG ESOS 2026 as on the date
of this Report.

Consequent upon HCG ESOS 2026 becoming operational,
no further grants are proposed to be made under HCG
ESOS 2021, without prejudice to the rights and obligations
arising in respect of options already granted thereunder.

The Company confirms that its employee stock option
schemes have been implemented and administered in
accordance with their respective terms and the applicable
provisions of the SEBI SBEB Regulations. There has been
no material change in the schemes during the year under
review, except for the matters specifically disclosed above.

No employee was granted options during the financial
year equal to or exceeding 1% of the issued capital of the
Company at the time of grant.

The employee stock compensation expense recognized
in the standalone financial statements for the year ended
March 31, 2026 was INR 12.19 million, as compared with
INR 58.82 million for the previous financial year.

The disclosures prescribed under the SEBI SBEB
Regulations, including details relating to the schemes,
options granted, vested, exercised, surrendered or
outstanding, and equity shares allotted pursuant to
exercise of options, as applicable, are set out in Annexure 2
to this Report and are also available on the https://www.
hcgoncology.com/investor-relations.

44.    Director’s Responsibility Statement:

Pursuant to Section 134 (3) (C) and 134 (5) of the
Companies Act, 2013, the Board of Directors of the
Company hereby state and confirm that:

a)    in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b)    the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit
and loss of the Company for the year under review;

c)    the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

d)    the Directors have prepared the annual accounts on a
going concern basis;

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

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

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory and
secretarial auditors, including audit of internal financial
controls over financial reporting by the statutory auditors,
and the reviews performed by management and the
relevant Board committees, the Board is of the opinion that
the Company’s internal financial controls were adequate
and effective during FY 2025-26.

45.    Corporate Governance:

Your Company places utmost importance on its fiduciary
role as a guardian of stakeholders’ interest and strives
to achieve a mutually aligned objective of value and
wealth creation for all interested parties. The Board

and the Management humbly acknowledges this role
and continues to propagate this belief through all
layers of the organization to create an environment of
accountability and trust.

These responsibilities continue to be the focus of its attention
through the tumultuous ride along the path of expansion,
ensuring the highest standards of ethics and integrity in
all its business dealings while avoiding potential conflicts
of interest. The result of this is a corporate structure which
serves its ever-expanding business needs while maintaining
transparency and adherence to the above stated beliefs.

A report on Corporate Governance has been appended to
this Report and forms an integral part of this Report. As
required by Regulation 17(8) read with Schedule II Part B
of the SEBI Listing Regulations, the Executive Director &
Chief Executive Officer and Chief Financial Officer in the
Interim capacity of the Company have given appropriate
certifications to the Board of Directors.

Further, pursuant to Regulation 34(3) read with Part E of
Schedule V of the SEBI Listing Regulations, a certificate
from M/s. V. Sreedharan, Partner, V Sreedharan &
Associates, (CP Number 833), Bengaluru, Practicing
Company Secretaries certifying the compliance with
various provisions of the Corporate Governance is annexed
to this Report.

The Company has received a certificate from
M/s. V. Sreedharan, Partner, V Sreedharan & Associates, (CP
Number 833) Bengaluru, Practicing Company Secretaries,
pursuant to clause 10(i) of Part C under Schedule V of SEBI
Listing Regulations that none of the Directors on the Board
of the Company have been debarred or disqualified from
being appointed or continuing as Directors of companies by
the Securities and Exchange Board of India or the Ministry
of Corporate Affairs or any such statutory authority and
same forms part of the Corporate Governance Report.

46. Business Responsibility and Sustainability Report:

In November 2018, the Ministry of Corporate Affairs
(MCA) constituted a Committee on Business Responsibility
Reporting (“the Committee”) to finalize business
responsibility reporting formats for listed and unlisted
companies, based on the framework of the National
Guidelines on Responsible Business Conduct (NGRBC).
Through its Report, the Committee recommended that
BRR be rechristened BRSR, where disclosures are
based on Environmental, Social and Governance (ESG)
parameters, compelling organizations to holistically
engage with stakeholders and go beyond regulatory
compliances in terms of business measures and their

reporting. SEBI, vide its circular dated May 10, 2021,
made BRSR mandatory for the top 1,000 listed companies
(by market capitalization) from the financial year 2022¬
23. BRSR report for the financial year 2025-26 forms an
integral part of this Annual Report.

47.    Disclosure related to Insolvency and Bankruptcy:

During the financial year under review, there are no
applications filed, or proceedings initiated/pending against
your Company under the Insolvency and Bankruptcy Code,
2016 which materially impact the business of the Company.

48.    Declaration on Code of Conduct:

The Company has adopted the Code of Conduct for all
its Senior Management Personnel and Directors and the
same is affirmed by all the Board members and senior
management personnel as required under Regulation
34 read with Part D of Schedule V of the SEBI Listing
Regulations. A declaration signed by Dr. B. S. Ajaikumar,
Non-Executive Chairman and Dr. Manish Mattoo, Executive
Director and CEO of the Company affirming the compliance
with the Code of Conduct of the Company for the financial
year 2025-26 has been annexed as part of this Report.

49.    Other Disclosures:

a)    There were no instances where your Company
required the valuation for one time settlement or while
taking the loan from the Banks or Financial institutions.

b)    It is also confirmed that the Company is complying
with the provisions relating to the Maternity
Benefit Act, 1961.

50.    Acknowledgements and Appreciations:

We stay committed to partnering for value creation and
take this opportunity to thank one and all who have
participated in our journey this far. Your Directors desire to
place on record, its sincere appreciation to all employees
at all levels, who, with sustained dedicated effort and
hard work, enabled the Company to deliver a good all¬
round performance. Your Directors also wish to place on
record their appreciation and acknowledge with gratitude
the support and co-operation extended by the vendors,
business associates, consultants, bankers, regulatory
and government authorities, shareholders and investors
at large and look forward to their continued support.
We also take this opportunity to express sincere thanks
to the medical fraternity and patients for their continued
co-operation, patronage and trust reposed in the Company
and its healthcare services.

For and on behalf of the Board of Directors

Dr. B. S. Ajaikumar    Dr. Manish Mattoo

Date: August 06, 2026    Non-Executive Chairman    Executive Director & CEO

Place: Bengaluru    DIN: 00713779    DIN: 08431924