Performance Highlights (Standalone)

The Company’s revenue from operations grew by 7.9% to
?2,87,445 Lakh in FY 2025-26, compared to ?2,66,360 Lakh
in FY 2024-25. Revenue from operations primarily comprises
of ?2,59,571 Lakh of revenue from healthcare services,
?5,237 Lakh revenue from operation and management
service fees and ?15,737 Lakh revenue from the sale
of pharmaceutical supplies. Other income stood at
?30,195 Lakh in FY 2025-26 compared to ?36,654 Lakh
in the previous year. The decline is mainly due to lower
dividend received from wholly owned subsidiaries.

During FY 2025-26, the aggregate of material costs,
employee expenses, professional fees for doctors, hospital
services, sales and marketing, power and fuel and other
overheads - stood at 71.5% of revenue from operations,
as compared to 68.7% in FY 2024-25. The increase in
expenditure as a percentage of revenue is primarily
attributable to the material costs which is up due to 45%
increase in revenue from sale of drugs and pharmaceuticals
supplies which typically carry lower margins. Additionally,
professional and consultancy expenses also rose as a
percentage of revenue, reflecting the Company’s proactive
strategy to attract and retain clinical talent in anticipation of
future growth and capacity expansion. Collectively, these
factors contributed to a 270-basis point increase in direct
costs and overheads during FY 2025-26.

PBITDA (excluding Other Income) for FY 2025-26 stood at
?82,058 Lakh (28.5% of revenue from operations) as
against ?83,339 Lakh (31.3% of revenue from operations) in
FY 2024-25. The moderation in margins reflects the
higher proportion of lower-margin pharmaceutical sales
and increased investments in clinical talent and operating
infrastructure to support future growth.

Profit before exceptional item & tax for FY 2025-26 was
?93,976 Lakh, compared to ?1,02,035 Lakh in FY 2024-25,
representing a decline of 7.9%. The year was impacted by a
one-time exceptional charge of ?1,564 Lakh relating to the
revision of retiral benefit liabilities following the notification
of The Code on Wages, 2019 on November 21, 2025.

Profit After Tax stood at ?71,661 Lakh, compared to
?70,107 Lakh in the previous year reflecting a growth of 2.2%
year on year.

State of Company’s Affairs

The Company continued to scale new heights and has
successfully laid a strong foundation for all-round growth in
the future. Its network presently consists of 21 (twenty-one)
healthcare facilities, including 10 (ten) hospitals and 3 (three)
medical centres in the Delhi and NCR region. The remaining
7 (seven) hospitals are located in Mumbai and Nagpur in
Maharashtra, Mohali and Bathinda in Punjab, Dehradun in
Uttarakhand, Lucknow in Uttar Pradesh, Bhubaneswar in
Odisha and 1 (one) medical centre in Mohali. In addition
to its core hospital business, the network also includes

two strategic business units (SBUs) - Max@Home and Max
Lab. Max@Home is a platform that provides health and
wellness services at home, while Max Lab offers diagnostic
services to patients outside of its network hospitals. During
FY 2025-26, the Company divested 2 (two) of its hospitals
located at Chitta and Anoopshahr pursuant to a strategic
portfolio review.

The Company, together with its subsidiaries, has further
strengthened its international footprint and currently
operates Patient Assistance Centres (“PACs”) across 7 (seven)
countries, namely Kenya (Nairobi), United Arab Emirates
(Dubai), Oman (Muscat), Myanmar (Yangon), Uzbekistan
(Tashkent), Nepal (Kathmandu) and Bangladesh (Dhaka). In
addition, the Company maintains an indirect presence in
5 (five) countries through 5 (five) partner offices. After closure
of FY 2025-26, the Company expanded its presence in East
Africa with the establishment of a new office in Tanzania
(Dar es Salaam). The Dubai office, having completed over
four years of operations, has established a strong presence
in the UAE market. The international offices continue to
engage with local medical tourism facilitators, insurance
companies, institutional payors such as government bodies
and hospitals, and individual clinicians to coordinate the
treatment of patients requiring complex and life-saving
medical care at the Network Hospitals in India. The
Company has also taken steps to establish PACs by way of
an exclusive arrangement with a third-party. These initiatives
are expected to further strengthen the Company’s position
as a preferred destination for international patients seeking
advanced healthcare services.

The Company continues to maintain a strategic focus on
organ transplants and other complex surgical procedures
across its Network Hospitals. It provides medical, operational
and management services spanning secondary and
tertiary care specialties, with key areas of focus including
Oncology, Neurosciences, Cardiac Sciences, Orthopaedics,
Renal Sciences, and Liver and Biliary Sciences. During
FY 2025-26, the Company further strengthened its robotic
surgery programmes across various Network Hospitals and
successfully performed ~8,600 robotic-assisted procedures,
underscoring its commitment to advanced clinical care and
surgical excellence.

In addition to its healthcare operations, the Company also
generates revenue from pathology, radiology, radiation
oncology and other allied clinical services. These services
are offered through fee-for-service and/or revenue-sharing
arrangements in selected specialties and departments, in
collaboration with third-party service providers and Partner
Healthcare Facilities.

The Company has undertaken several initiatives to
enhance patient satisfaction, quality of care and clinical
outcomes, in line with its vision of being the most trusted
and respected healthcare provider in India. During
FY 2025-26, the Company strengthened its technological

capabilities through the induction of advanced medical
equipment across its Network Hospitals, including Digital
PET-CT systems, robotic platforms for orthopaedics,
oncology and general surgery, MRI and CT scanners,
Navigation Systems with O-Arm, LINAC machines with
Surface Guided Radiation Therapy (SGRT), Biplane Cathlabs,
intraoperative robotic ultrasound systems and foetal
ultrasound equipment for gynaecology, among others.
These investments are aimed at supporting superior clinical
outcomes and expanding access to advanced treatment
modalities. The Company and its Partner Healthcare Facilities
continue to uphold internationally benchmarked standards
of quality, patient safety and clinical excellence through
robust governance mechanisms and accreditation-driven
practices. 18 (eighteen) of these healthcare facilities are
accredited by the National Accreditation Board for Hospitals
& Healthcare Providers (NABH), while 4 (four) facilities have
also received the prestigious Joint Commission International
(JCI) accreditation.

The organisation remains committed to delivering
accessible and high-quality healthcare through sustained
investments in medical excellence, clinical talent, workforce
capability, digital transformation and process optimisation.
Advanced clinical governance frameworks, evidence-based
protocols and technology-enabled monitoring systems have
been deployed across the network to enhance reliability,
standardisation and continuity of care.

A culture of safety, transparency and continuous improvement
is fostered through regular training programmes, adherence
to best practices and continuous monitoring of patient
outcomes. Patient feedback mechanisms, clinical outcome
assessments and digital health initiatives are actively
leveraged to strengthen care delivery and enhance the overall
patient experience. The Company also remains committed
to employee well-being, environmental stewardship and the
highest standards of ethical business conduct.

The Company primarily operates in a single reportable
business segment, namely ‘Medical and Healthcare Services’,
encompassing primary care clinics, secondary care hospitals
and medical centres, and tertiary care facilities.

A detailed discussion on the operations of the Company
(on a consolidated basis) for FY 2025-26 is given in the
Management Discussion and Analysis Report which forms
part of this Integrated Annual Report.

Dividend

Based on the Group’s improved performance and strong
cash flows and in line with the Dividend Distribution Policy
of the Company, the Board of Directors (“Board”) has
recommended a final dividend of ?2 per equity share of the
face value of ?10/- each for FY 2025-26 which translates
to 20% of the face value. The dividend is subject to the
approval of the Members at the forthcoming 25^th Annual
General Meeting (“AGM”) of the Company. The record

date for the purpose of payment of the final dividend for
FY 2025-26 has been fixed as July 3, 2026.

The dividend, if approved by the Members at the forthcoming
25^th AGM, will be paid within 30 days from the conclusion
of the said AGM to the Members, whose names appear in
the register of Members/ beneficial owners as on the record
date. The dividend shall be paid after deduction of tax at
source, as applicable.

The Company has complied with the guidelines specified
under the Company’s Dividend Distribution Policy formulated
in terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”). The said policy is available
on the Company’s website and can be accessed at
https://www.maxhealthcare.in/investors/
corporategovernance/policies-and-other-documents.

Unpaid/Unclaimed Dividend

Pursuant to the applicable provisions of the Companies Act,
2013 (“Act”), read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (IEPF Rules), all unpaid or unclaimed dividends
are required to be transferred by the Company to Investor
Education and Protection Fund (“IEPF”) established by the
Government of India, after the completion of 7 (seven) years
from the date of transfer to the Unpaid Dividend Account.

The Company had declared dividends for FY 2022-23,
FY 2023-24 and FY 2024-25 on September 27, 2023,
September 20, 2024 and July 30, 2025, respectively. Since
a period of 7 (seven) years has not yet elapsed from the date
of transfer of any of the dividend amounts to the respective
Unpaid Dividend Accounts, the provisions relating to the
transfer of unpaid/unclaimed dividends to the IEPF are
currently not applicable.

Details of shares in respect of which dividend has not
been claimed, is available on website of the Company at
https://www.maxhealthcare.in/investors/dividends.
The Members are encouraged to verify their records and
claim their dividends of all the previous year(s), if not claimed.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Act and SEBI Listing
Regulations, the Company extends financial assistance to
its subsidiaries, silos and Partner Healthcare Facilities in
the form of investments, loans, security deposits, guarantee
etc., from time to time, in order to meet their business
requirements. Further, neither the Company nor any of its
subsidiaries has extended any financial assistance to the
promoter or promoter group entities that has been written
off during the last 3 (three) years.

Particulars of loans, guarantees, investments etc., as
required under Section 186 of the Act and Schedule V of
the SEBI Listing Regulations, are provided in Note 35.20 of

the audited standalone financial statements of the Company,
which forms part of this Integrated Annual Report.

Significant Events
Augmentation of Bed capacity:

Commissioning of Brownfield Expansion Tower at Max
Super Speciality Hospital, Mohali

The Company has fully commissioned and operationalised
the Brownfield Expansion Tower at Max Super Speciality
Hospital, Mohali. The new tower has been developed
to enhance the hospital’s infrastructure and strengthen
its capacity to cater to the growing healthcare needs of
the region.

The expansion comprises an 11-floor building, including
three basement levels, ground floor and eight upper floors,
with a built-up area of ~3.2 Lakh square feet. The Brownfield
Expansion Tower adds 160 beds to the existing hospital
capacity of 220 beds, representing an increase of ~73% in
bed capacity.

Commissioning of Brownfield Expansion Tower (Phase-I)
at Nanavati-Max Super Speciality Hospital, Mumbai

The new tower at Nanavati-Max Super Speciality Hospital,
Mumbai, has been substantially commissioned, marking
a significant milestone in the hospital’s expansion
journey. Designed with contemporary architecture and
state-of-the-art infrastructure, the facility offers enhanced
patient care capabilities and efficient spatial planning for
patients, caregivers, and clinical teams. The tower comprises
15 floors, including three basement levels, with a total built-
up area of ~7.5 Lakh square feet.

The 280-bed brownfield expansion tower increases the
hospital’s existing bed capacity by over 80%. The hospital
has received Occupancy Certificate (OC) up to 10^th
floor and commenced the services from the new tower
since December 2025. Further, on-ground construction
activities for Phase II of the expansion project, comprising
an additional 271 beds, are scheduled to commence in
FY 2026-27, reinforcing the hospital’s long-term growth and
capacity augmentation plans.

Commissioning of Brownfield Tower at Max Smart Super
Specialty Hospital, Saket, New Delhi

Max Smart Super Specialty Hospital, a Partner Healthcare
Facility, has partially commissioned its brownfield expansion
tower, designed to provide a patient-centric environment
supported by modern aesthetics and premium healthcare
infrastructure. Following the receipt of the Occupancy
Certificate, the hospital commenced patient services from
the new facility in April 2026.

The 400-bed tower comprises seven floors, including one
basement level, a ground floor, and five upper floors, with a
total built-up area of ~5 Lakh square feet. To date, 156 beds
have been handed over for operations, with the balance

capacity expected to be commissioned and operationalised
in due course.

Augmentation of Brownfield capacity at Max Super
Speciality Hospital, Dwarka

The Company entered into a Services Agreement with
Muthoot Hospitals Private Limited (“MHPL”) on January 20,
2022, for providing operations and management support
services for a 303-bed hospital in Dwarka, Delhi NCR. Since
commencing operations on July 2, 2024, the hospital has
demonstrated a strong ramp-up in occupancy and clinical
activity. Equipped with advanced medical infrastructure,
including state-of-the-art imaging systems and surgical
robots, the facility has further strengthened the Company’s
presence in the Delhi NCR region.

Further, on February 5, 2026, the Board approved an
amendment to the Services Agreement to extend the
existing arrangement to ~260 additional beds proposed to
be developed by MHPL at the same site.

Augmentation of bed capacity at Max Super Speciality
Hospital, Nagpur

The Board of the Company, at its meeting held on May 20,
2025, approved the expansion of bed capacity of Max Super
Speciality Hospital, Nagpur (“MSSH Nagpur”) by adding ~100
beds to the existing bed capacity of 200 beds by means of
constructing two additional floors over the existing building.
MSSH Nagpur is run and operated by Alexis Multi-Speciality
Hospital Private Limited, a wholly-owned subsidiary of the
Company. The proposed capacity will be added in next
2-3 years.

Growth Initiatives:

Acquisition of one acre land parcel situated at Ghaziabad
in Uttar Pradesh

Crosslay Remedies Limited, a wholly-owned
subsidiary of the Company, executed a Sale Deed on
May 16, 2025 for the acquisition of a 4,000 square metre land
parcel, along with the structure thereon, located adjacent to
Max Super Speciality Hospital, Vaishali (“MSSH, Vaishali”),
for a consideration of ~?120 Crore (excluding stamp duty and
registration charges). This strategic acquisition is expected
to facilitate the addition of ~200 beds at MSSH, Vaishali over
the next 2-3 years, significantly enhancing CRL’s capacity and
strengthening its ability to cater to the growing healthcare
needs of the region.

Establishing a new 130 bedded built-to-suit hospital at
Dehradun, Uttarakhand

The Company entered into a long-term lease arrangement
with Goyal Agrim Infra Realty LLP for establishing a
130-bedded hospital facility in Dehradun, Uttarakhand,
closer to its existing 223-bedded hospital being operated by
the Company since 2012. This initiative is aligned with the
Company’s asset-light expansion strategy and represents
a built-to-suit opportunity in a market where the Company
enjoys strong brand recognition and patient trust.

The Company shall provide a milestone linked deposit,
bear cost of stamp duty and incur cost toward Bio-medical
equipment, furniture, etc., which may range between
f170-200 Crore. The proposed construction of hospital
premises by the lessor is expected to be completed by 2028.

Establishing a ~450 bedded super speciality hospital in
Pune

Pursuant to the approval of the Board at its meeting held
on December 18, 2025, the Company executed a Share
Purchase Agreement (“SPA”) for the acquisition of a 100%
equity stake in Yerawada Properties Private Limited (“YPPL”),
Pune, Maharashtra, in a phased manner. The acquisition
is subject to and shall be completed upon receipt of the
Occupancy Certificate for the hospital building proposed to
be developed on the land owned by YPPL.

The Company plans to develop a state-of-the-art, ~450-bed
super speciality hospital on the said land at an estimated
project cost of ~f1,020 Crore, including the consideration
for acquisition of YPPL shares, construction costs, medical
equipment, stamp duty, registration charges, and other
related expenditures. The hospital is expected to be
commissioned within the next 4 (four) years.

This strategic investment will further strengthen the
Company’s presence in Maharashtra and facilitate its entry
into one of India’s most attractive healthcare markets, thereby
supporting its long-term growth and expansion objectives.

Construction of Phase-I of Max Super Speciality Hospital,
Shaheed Path, Lucknow

The Board, at its meeting held on May 21, 2026, approved
the construction of Phase-I of Max Super Specialty Hospital
on the 5-acre land parcel owned by the Company located
at Shaheed Path, Lucknow, with a capacity to accommodate
~712 census beds.

Total construction & equipment cost for Phase-I is expected
to be ~f1,400 Crore which shall result into blended cost per
bed of ~f1.97 Crore (Excluding cost of land).

Existing network hospital at Lucknow had been operating at
peak occupancy and the additional bed capacity will cater to
the healthcare needs of communities residing in and around
Lucknow in State of Uttar Pradesh.

Acquisition of controlling stake in 250 bedded Kalinga
Hospital Ltd, Bhubaneswar, Odisha

On May 18, 2026, the Company acquired ~58.28% equity
stake in Kalinga Hospital Ltd which owns and operates a
250-bedded multi-speciality hospital under the brand name
‘Kalinga Hospital’ at Bhubaneswar, Odisha.

The acquisition marks the Company’s entry into the Eastern
India healthcare market and strengthens its network
by adding a well-established hospital in a strategically
important region, thereby expanding the Company’s
geographical footprint.

The acquisition of controlling stake for an aggregate
consideration of f297.97 Crore was funded through an
External Commercial Borrowing (ECB) facility availed from
Standard Chartered Bank.

Other Events:

Investments made in Power Producing Companies

Pursuant to the approval of the Renewable Energy
Investment Committee at its meeting held on July 1, 2025,
the Company acquired the equity shares of Yogindera
Powers Limited (“YPL”). The investment is intended to enable
Max Super Speciality Hospital, Saket (West) and Max Super
Speciality Hospital, Shalimar Bagh to procure captive green
power, thereby driving cost efficiencies and supporting
the Company’s Environmental, Social and Governance
(ESG) objectives through a reduced carbon footprint. As on
March 31, 2026, the Company held 8,66,945 equity shares of
f10 each of YPL, representing 16.64% of its issued equity
share capital.

Further, Starlit Medical Centre Private Limited, a
step-down wholly owned subsidiary of the Company,
acquired 15,75,000 equity shares of f10 each of Isharays
Energy Two Private Limited, a solar power company based
in Jhansi, Uttar Pradesh, and entered into a long-term power
purchase agreement for procurement of solar power. The
arrangement is expected to reduce the Company’s carbon
footprint while optimizing energy costs.

In addition, Crosslay Remedies Limited, a wholly owned
subsidiary of the Company, subscribed to 12,556 equity
shares of f10 each of Sunsure Solarpark Nine Private Limited,
a solar power company based in Chitrakoot, Uttar Pradesh,
and entered into a long-term power purchase agreement
for procurement of solar power. The initiative is expected to
secure access to renewable energy, improve energy cost
efficiencies and support the Company’s sustainability and
decarbonization objectives.

Divestment of hospitals located at Chitta and Anoopshahr

During FY 2025-26, the Board of Crosslay Remedies Limited
(CRL) (formerly Jaypee Healthcare Limited), a wholly-owned
subsidiary of the Company, approved the divestment of its
hospitals located at Chitta and Anoopshahr pursuant to a
strategic portfolio review.

Anoopshahr Hospital was non-operational and required
significant capital expenditure with no viable business case
for revival, while Chitta Hospital had been incurring continued
operational losses and faced infrastructure, manpower and
cost challenges, including projected losses of ~f10 Crore.
Considering these factors and associated operational risks,
CRL divested both hospitals for an aggregate consideration
of ~f40 Crore, to enable focused allocation of resources to
higher priority assets.

Merger and Amalgamation

Approval of Merger of Crosslay Remedies Limited and
Jaypee Healthcare Limited, Wholly-Owned Subsidiaries of
the Company

The Board of Crosslay Remedies Limited (“Crosslay” or
“Transferor”) and Jaypee Healthcare Limited (“JHL” or
“Transferee”), wholly owned subsidiaries of the Company,
at their respective meetings held on March 21, 2025, had
approved the scheme of amalgamation under the provisions
of Sections 230 to 232 of the Act and relevant rules made
thereunder. The objective of the scheme was to integrate
the businesses in order to create a financially efficient entity
with enhanced strengths, unify the management structure
for improved governance, achieve economies of scale,
reduce overheads, optimise asset utilisation and minimise
legal and regulatory compliances.

The Hon’ble National Company Law Tribunal, Chandigarh
Bench, vide its Order dated November 7, 2025, approved
the said Scheme of amalgamation with an appointed date
of October 5, 2024. The merger has become effective from
December 15, 2025. Post-merger, the name of merged
entity has been changed to Crosslay Remedies Limited w.e.f.
January 17, 2026.

Share Capital
Authorised Capital

During FY 2025-26, there was no change in the authorised
share capital of the Company. As on March 31, 2026, the
authorised share capital stood at f13,85,00,00,000/- divided
into 1,26,00,00,000 ordinary equity shares with a nominal
value of f10 each and 12,50,00,000 cumulative preference
shares with a nominal value of f10 each.

Issued, Subscribed and Paid-up Capital

During FY 2025-26, 8,98,610 equity shares were allotted
to eligible employees upon exercise of options granted
under the Max Healthcare Institute Limited - Employee
Stock Option Scheme 2022 (“ESOP Scheme - 2022”) and
94,378 equity shares were allotted to eligible employees
upon exercise of options granted under the Max Healthcare
Institute Limited - Employee Stock Option Scheme 2020
(“ESOP Scheme - 2020”).

Subsequent to the aforesaid allotment, the issued,
subscribed and paid-up equity share capital of the Company
as on March 31, 2026 was f9,73,13,50,410/- comprising
of 97,31,35,041 equity shares of face value of f10/- each
fully paid-up.

After March 31, 2026 till date of this report, 1,08,748 equity
shares of face value of f 10/- each fully paid-up, have been
allotted to eligible employees upon exercise of options
granted to them under the ESOP Scheme - 2022.

Subsequent to the aforesaid allotment, the issued, subscribed
and paid-up equity share capital of the Company as on date

of this report is f9,73,24,37,890/- comprising of 97,32,43,789
equity shares of face value of f10/- each fully paid-up.

Employees Stock Option Schemes

The Company grants share-based benefits to eligible
employees to attract and retain talent, align individual
performance with the Company’s objectives and promote
increased participation in the Company’s growth. The
Company, currently has two active Employee Stock
Option Schemes viz., ESOP Scheme - 2022 and ESOP
Scheme - 2020.

ESOP Scheme - 2022

Pursuant to approvals accorded by the Board and Members
of the Company on August 31, 2022 and September 26,
2022, respectively, the ESOP Scheme - 2022 was introduced
to issue and allot equity shares to eligible employees.
Subsequently, the Company received in-principle approval
from stock exchanges i.e., National Stock Exchange of India
Limited (“NSE”) and BSE Limited (“BSE”) on October 11, 2022
for listing of equity shares under the ESOP Scheme - 2022.

The total number of stock options that can be granted
pursuant to the ESOP Scheme - 2022 stand at 1,06,65,978.
Each stock option represents the right to apply for one equity
share of the Company having a face value of f10/- each.

ESOP Scheme - 2020

Pursuant to approvals granted by the Board and
Members of the Company on September 1, 2020 and
September 29, 2020, respectively, the ESOP Scheme - 2020
was introduced to issue and allot equity shares to eligible
employees. Subsequently, the Company received in-principle
approval from the stock exchanges i.e., NSE and BSE on
January 28, 2021 and January 15, 2021, respectively, for the
listing of equity shares under the ESOP Scheme - 2020.

The total number of stock options that can be granted
pursuant to the ESOP Scheme - 2020 is 66,45,150 options.
Each stock option represents the right to apply for one
equity share of the Company having face value of f10 each.

The Company has, from time to time, obtained the necessary
approvals from the stock exchanges, i.e., NSE and BSE, for
the listing of equity shares allotted pursuant to the ESOP
Scheme - 2022 & ESOP Scheme - 2020.

Both ESOP Scheme - 2022 and ESOP Scheme - 2020 are in
compliance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations
2021”) and no amendments have been made to either
scheme during FY 2025-26.

The Company has obtained certificate(s) from its Secretarial
Auditors confirming that ESOP Scheme - 2022 and ESOP
Scheme - 2020 have been implemented in accordance
with the SEBI SBEB Regulations 2021 and the resolution(s)
passed by the Members of the Company. The said certificate

will be made available for inspection by the Members at the
Company’s registered office and through electronic mode
during business hours and during AGM.

A statement containing relevant disclosures for ESOP
Scheme - 2022 and ESOP Scheme - 2020 pursuant to
Regulation 14 of the SEBI SBEB Regulations, 2021 is available
on the Company’s website at https://www.maxhealthcare.
in/investors/corporategovernance/general-meetings-and-
postal-ballot.

Subsidiaries, Joint Ventures and Associates
Subsidiaries

As on March 31, 2026, the Company has 10 (ten) subsidiaries,
including 1 (one) step-down subsidiary. Further, the group
also include 3 (three) silos as per applicable accounting
standards which represent deemed separate entities
controlled by the Group. During FY 2025-26, the following
subsidiaries of the Company ceased to exist:

• ET Planners Private Limited stand dissolved w.e.f. March
25, 2026, pursuant to order passed by Hon’ble NCLT,
under Section 59(8) of the Insolvency and Bankruptcy
Code (IBC); and

• Crosslay (consequent to its merger with JHL with effect
from December 15, 2025, pursuant to the Order of the
Hon’ble NCLT)

Further, Kalinga Hospital Ltd (“KHL”), became a subsidiary
of Company after closure of FY 2025-26, consequent to
acquisition of ~58.28% equity stake in KHL on May 18,
2026 by the Company. In addition, MHC Global Healthcare
(Nigeria) Limited, wholly-owned subsidiary of the Company,
is currently under the process of voluntary liquidation.

The Board regularly reviews the operations and affairs of
the subsidiaries and all the material transactions undertaken
by them.

In accordance with Section 129(3) of the Act, the Company
has prepared the consolidated financial statements, which
form part of this Integrated Annual Report. Further, a
statement containing the salient features of the financial
statements of the subsidiaries in the prescribed format AOC-1
forms part of this Integrated Annual Report. The contribution
of subsidiaries to the overall performance of the Company
is outlined in Note No. 34.16 of the audited consolidated
financial statements which also form part of this Integrated
Annual Report.

In accordance with Section 136 of the Act, the audited
financial statements, including consolidated financial
statements and related information of the Company and
audited financial statements of its subsidiaries, are available
on the Company’s website at https://www.maxhealthcare.
in/financials#subsidiary-financial-statements and can be
inspected at the Company’s registered office or through

electronic mode. Physical copies of these statements can
also be made available to the Members upon request.

In terms of the SEBI Listing Regulations, the Company has
a policy in place for determining “material subsidiary”. This
policy is available on the Company’s website at https://
www.maxhealthcare.in/investors/corporateqovernance/
policies-and-other-documents. In terms of Regulation 16(1)

(c) of the SEBI Listing Regulations, ‘Material Subsidiary’ shall
mean a subsidiary, whose turnover or net worth exceeds
10% (ten percent) of the consolidated turnover or net worth,
respectively, of the Company and its subsidiaries in the
immediately preceding accounting year.

Further, in terms of Regulation 24(1) of the SEBI Listing
Regulations, at least one Independent Director on the Board
of the Company shall be a Director on the Board of an unlisted
material subsidiary, i.e., a subsidiary, whose turnover or net
worth exceeds 20% (twenty percent) of the consolidated
turnover or net worth respectively, of the Company and its
subsidiaries in the immediately preceding accounting year.

During FY 2025-26, Crosslay Remedies Limited, a
wholly-owned subsidiary, was identified as a material
unlisted subsidiary of the Company. Further, pursuant
to the NCLT-approved Scheme of Amalgamation dated
November 7, 2025, Crosslay Remedies Limited was
amalgamated with Jaypee Healthcare Limited with effect
from December 15, 2025, and dissolved without winding up
and the business of the Crosslay Remedies Limited has been
amalgamated with Jaypee Healthcare Limited.

Subsequently, the Board of the Company identified Jaypee
Healthcare Limited (renamed as Crosslay Remedies Limited
with effect from January 17, 2026) as a material subsidiary for
remaining part of FY 2025-26.

Further, no subsidiary of the Company met the
criteria prescribed under Regulation 24(1) of the SEBI
Listing Regulations.

Joint Ventures and Associates

The Company does not have any Joint Venture and/or
Associate company.

International presence

The Company continues to operate PACs, both directly and
indirectly, across international markets to facilitate access to
its network hospitals in India for patients seeking tertiary and
specialised medical care.

During FY 2025-26, the PAC network contributed
significantly to patient volumes and revenues from medical
value travellers from countries including Kenya, the UAE,
Oman, Myanmar, Nepal, Bangladesh and Uzbekistan. The
PAC operations in these countries are expected to further

enhance the Company’s international outreach and support
future growth in overseas patient volumes.

Board and its Committees

The Company has a strong and diverse Board which has
oversight of the Company’s management and governance.
The individual Members of the Board bring a wide range
of skills, knowledge, experience and perspectives. Board-
level diversity enhances the effectiveness and efficiency of
decision making and enables seamless navigation through
complex transactions and strategies. The Board is supported
by specialised Board-level committees, which operate
within defined terms of reference. This allows the Board to
concentrate on critical matters while enabling deep dives
into areas like risk management, information technology,
medical excellence, environment, social, governance,
sustainability, stakeholder management, financials and
internal control aspects.

Meetings of the Board

Regular meetings of the Board and its Committees are held
to review Company’s performance, discuss and decide
on various business policies, strategies, financial matters
and other businesses. The schedule of Board/ Committee
meetings to be held in the forthcoming FY is circulated to the
Directors in advance to enable them to plan their schedules
for effective participation in the meetings. Due to business
exigencies, the Board & its Committees consider and
approve proposals through resolution by circulation from
time to time.

During FY 2025-26, the Board met 6 (six) times on May 20,
2025, August 13, 2025, November 14, 2025, December 18,
2025, February 5, 2026 and March 18, 2026. The intervening
gap between the two consecutive Board meetings was within
the period prescribed under the provisions of Section 173 of
the Act and Regulation 17 of the SEBI Listing Regulations.
The details of the composition, meeting and the attendance
of each Director are mentioned in the Corporate Governance
Report, which forms part of this Integrated Annual Report.

Committees of the Board

As required under the Act and SEBI Listing Regulations, the
Board has constituted various statutory and non-statutory
committees to review specific business operations and
governance matters. As on March 31, 2026, the Company
had the following committees of the Board.

Statutory Committees:

1. Audit Committee

2. Risk Management Committee

3. Nomination and Remuneration Committee

4. Stakeholders Relationship Committee

5. Corporate Social Responsibility Committee

Non-Statutory Committees:

1. ESG and Sustainability Committee

2. Debenture Committee

3. IT Strategy Committee

4. Renewable Energy Investment Committee

During FY 2025-26, all the recommendations made by
Committees of the Board, including the Audit Committee,
were accepted by the Board.

Details of composition, terms of reference and number of
meetings held for respective Committees are mentioned in
the Corporate Governance Report, which forms part of this
Integrated Annual Report.

Directors and Key Managerial Personnel
Directors

As on March 31, 2026, the Company’s Board comprised 8
(eight) Directors, including 1 (one) Executive Director, 2 (two)
Non-Executive Directors and 5 (five) Independent Directors
including 1 (one) Independent Woman Director. The details of
the Directors composition of various committees of the Board
and other details are provided in Corporate Governance
Report, which forms part of this Integrated Annual Report.

Re-appointment and Director Liable to Retire by Rotation

• Mr Narayan K. Seshadri

The Board of the Company, at its meeting held on
April 8, 2026, based on the recommendation of
the Nomination and Remuneration Committee
(“NRC”), the positive outcome of the performance
evaluation and contributions during the the first term
of Mr Narayan K. Seshadri (DIN: 00053563) as a
Non-Executive Director, approved and recommended
his re-appointment as a Non-Executive Director
for a second term of 3 (three) years, effective from
May 16, 2026 to May 15, 2029.

Subsequently, on May 11, 2026, the Members approved
the re-appointment of Mr Narayan K. Seshadri vide
Ordinary Resolution passed through postal ballot,
details whereof have been provided as a part of the
Corporate Governance Report.

• Mr Anil Kumar Bhatnagar

The Board, at its meeting held on May 21, 2026,
based on the recommendation of the NRC and after
considering Mr Anil Kumar Bhatnagar’s extensive
professional experience, expertise in the field of law,
guidance to the Board and the positive outcome of his
performance evaluation, approved and recommended
the proposals for the approval of the Members for:

(i) his re-appointment as a Director liable to retire by
rotation in accordance with Section 152 of the Act read
with Regulation 17(1A) of the SEBI Listing Regulations;

(ii) his re-appointment as a Non-Executive Director
for a second term of 3 (three) years with effect from
October 1, 2026 to September 30, 2029 and his
continuation as a Non-Executive Director beyond the
age of 75 years.

The Board is of the view that Mr Bhatnagar’s
re-appointment and continuation on the Board would
be in the best interest of the Company and its Members,
having regard to his overall contribution to the Board’s
deliberations and the Company’s governance during
his first term as a Non-Executive Director. The relevant
Special Resolutions, together with the explanatory
statement setting out the requisite details, form part of
the Notice convening the 25^th AGM.

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

Brief details, nature of expertise, disclosure of relationships
between Directors, inter-se, details of directorships and
committee Memberships held in other companies by
the Directors proposed to be re-appointed, along with
their shareholding in the Company, as stipulated under
Secretarial Standard - 2 and Regulation 36 of the SEBI Listing
Regulations, forms part of Notice convening the 25^th AGM.

Lead Independent Director

Mr Pranav Amin, Independent Director, Chairman of the NRC
and Stakeholders Relationship Committee and a Member
of the Risk Management Committee, was designated as
Lead Independent Director of the Company with effect
from September 26, 2024. The Roles and Responsibility of
Lead Independent Director are available on the website of
the Company viz., https://www.maxhealthcare.in/investors/
corporategovernance/board-of-directors.

Familiarisation Programme

Pursuant to Regulation 25 of the SEBI Listing Regulations,
the Company familiarises its Directors with their roles,
rights and responsibilities, as well as with the Company’s
business and operations, both at the time of their induction
and on a regular basis. Moreover, Directors are frequently
updated, inter-alia, on Business strategies and performance,
management structure and key initiatives of the businesses
at each Board Meeting and the same is elaborated in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of the Act,
the following were the Key Managerial Personnel (“KMP”) of
the Company as on March 31, 2026:

1. Mr Abhay Soi, Chairman and Managing Director

2. Mr Yogesh Kumar Sareen, Group Director & Chief
Financial Officer

3. Mr Dhiraj Aroraa, EVP-Company Secretary and
Compliance Officer

During the FY 2025-26, there was no change in the KMP of
the Company.

Declaration by Independent Directors

Independent Directors have submitted their declaration of
independence, stating that:

(i) they continue to fulfil the criteria of independence as
required pursuant to Section 149(6) read with Schedule
IV of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations;

(ii) they have confirmed that they were not aware of any
circumstances or situations which exist or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties in terms of
Regulation 25(8) of the SEBI Listing Regulations with
an objective independent judgement and without any
external influence and that they are independent of
the Management;

(iii) they were not debarred from holding the office of
Director pursuant to any SEBI order or order of any
such authority; and

(iv) there had been no change in the circumstances
affecting their status as Independent Directors of the
Company.

All Independent Directors have affirmed compliance with the
Code of Conduct prescribed under Schedule IV to the Act.
The Board is of the opinion that all the Independent Directors
are persons of integrity and possess relevant expertise and
experience. They have further confirmed compliance with
the Company’s Code of Conduct and registration of their
names in the Independent Directors’ databank maintained
by the Indian Institute of Corporate Affairs.

Directors’ Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the
Act, it is confirmed that:

(a) in the preparation of the annual accounts for the period
under review, the applicable accounting standards
have been followed along with proper explanations
relating to material departures therefrom, if any;

(b) the selection and application of accounting policies
were assessed for their consistent application and
judgements and estimates were made that were
reasonable and prudent so as to give a true and fair
view of the state of the affairs of the Company at the end
of the financial year and of the profit of the Company for
the financial year ended March 31, 2026;

(c) proper and sufficient care has been taken for the
maintenance of adequate accounting records

in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been
prepared on a going concern basis;

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

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

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination,
Remuneration and Board Diversity Policy in terms of the
Section 178 of the Act, read with Regulation 19 of SEBI
Listing Regulations. The Policy, inter-alia, lays down the
principles relating to appointment, cessation, remuneration
and evaluation of Directors, Key Managerial Personnel and
Senior Management Personnel of the Company. The policy
also provides guidance on diversity at Board level. The Board,
at its meeting held on May 20, 2025, approved amendments
to the Nomination, Remuneration and Board Diversity Policy.
The Policy is available on the Company’s website at https://
www.maxhealthcare.in/investors/corporategovernance/
policies-and-other-documents.

The NRC has also developed the criteria for, inter-alia,
determining the qualifications, positive attributes and
independence of Directors. It takes into consideration the
best remuneration practices in the industry while determining
appropriate remuneration packages.

The salient features of the Nomination, Remuneration
and Board Diversity Policy are detailed in the Corporate
Governance Report, which forms part of this Integrated
Annual Report.

The Board Members affirm that the remuneration paid
to the Directors, Key Managerial Personnel and Senior
Management Personnel is in accordance with the
Nomination, Remuneration and Board Diversity Policy of
the Company.

Board Evaluation

The Board periodically reviews the framework for evaluating
its own performance and that of its Committees and
individual Directors. Pursuant to the applicable provisions of
the Act and the SEBI Listing Regulations, the Board, on the
recommendation of the NRC, has adopted a comprehensive
framework for the annual performance evaluation of the

Board, its Committees, the Chairman, individual Directors
and Independent Directors.

The annual evaluation for FY 2025-26 was carried
out through a digital platform based on a structured
questionnaire covering, inter-alia, the composition,
diversity, experience and effectiveness of the Board and
its Committees, discharge of duties and responsibilities by
the Board, Committees and individual Directors, quality of
deliberations and decision-making, Board processes and
governance practices, risk oversight, strategic guidance,
succession planning, leadership and Board management,
independence and objective judgement of Independent
Directors, and the quality, adequacy and timeliness of
information provided to the Board.

Evaluation Process

• A structured questionnaire covering the above
parameters was circulated electronically to all Directors.

• Directors evaluated the performance of the Board, its
Committees, the Chairman and individual Directors by
assigning ratings on a scale of 1 (Strongly Disagree) to
5 (Strongly Agree).

• The Independent Directors met separately on
May 20, 2026, without the presence of the non¬
independent Directors and Members of the
management and reviewed, inter-alia, the performance
of the non-independent Directors, the Board as a whole,
the Chairman & Managing Director and the quality,
adequacy and timeliness of information provided by
the management to enable the Board to effectively
discharge its responsibilities.

• The NRC carried out the evaluation of each Director. The
performance evaluation of the Independent Directors
was undertaken by the entire Board, excluding the
Director being evaluated.

• The outcome of the evaluation, including key
observations and recommendations for further
strengthening Board effectiveness, was deliberated
upon by the Board.

Outcome of Evaluation

All Directors participated in the annual performance
evaluation covering the Board, its Committees, Chairman and
individual Directors. The evaluation process was structured,
objective and outcome-oriented. The key outcomes were
as follows:

• The Directors expressed satisfaction with the objectivity
and effectiveness of the evaluation process.

• The evaluation reflected high levels of commitment,
engagement and effectiveness across the Board and

its Committees, with strong performance across all
evaluation parameters.

• The process re-affirmed confidence in the Company’s
governance standards, transparency of management
and the quality of information placed before the Board.

• The Board and Committee meetings continued to be
well-structured and effectively conducted, with the
Committees providing strong oversight over their
respective areas of responsibility.

• The Board acknowledged the value of the dedicated
strategy session conducted during FY 2025-26, which
facilitated focused deliberations on the Company’s
long-term strategy, growth priorities and business
direction.

• The overall outcome of the evaluation was positive
and reflected the Board’s continued effectiveness in
discharging its responsibilities and providing strategic
guidance to the Company.

Based on the outcome of the evaluation, the Board made
certain suggestions for FY 2026-27, inter-alia, including
induction of Risk Management Committee Chairman in
‘Those Charged with Governance’ (TCWG), enhanced
engagement with identified future leaders and emerging
leadership personnel as part of the Company’s succession
planning framework, dedicated strategic review sessions
for major projects & growth initiatives and periodic updates
to the Board on key deliberations undertaken in the
Committee meetings.

The outcome of the evaluation was shared with the Board,
the NRC and the respective Committee Chairpersons
for appropriate consideration and implementation of the
identified action areas.

Action Taken on Previous Evaluation

Actions undertaken pursuant to the suggestions arising
from the previous year’s Board evaluation reflected the
Company’s continued commitment to strengthening
Board effectiveness, governance oversight and long-term
value creation.

During FY 2025-26, Enterprise Risk Management was further
strengthened through focused risk reviews, integration of
climate-related risks into the Company’s risk framework and
continued oversight by the Risk Management Committee.
In line with the Board’s emphasis on leadership succession,
the Company strengthened its organisational structure
by introducing an additional regional leadership layer
and transitioning experienced operational leaders into
expanded regional head roles with oversight of multiple
hospitals. This initiative enhanced management bandwidth,
leadership depth, organisational scalability and created
structured opportunities for internal talent progression,
thereby further strengthening the Company’s succession
planning framework.

The Company also continued to strengthen its ESG
framework through the adoption of globally recognised
reporting standards, expansion of sustainability and
renewable energy initiatives and enhancement of
information security practices. Further, a Clinical Excellence
Committee, comprising six Members, including one Board
Member and five Members from the management team, was
constituted to enhance oversight of patient safety, quality
of care, clinical governance and the adoption of emerging
healthcare technologies. The Board’s engagement on key
policy developments, regulatory changes and emerging
trends in the healthcare sector was further enhanced
through periodic presentations by the Management and
healthcare industry experts.

The management also continued to actively engage with the
Chairman & Managing Director, Committee Chairpersons
and the Lead Independent Director in finalising Board and
Committee agendas and ensuring timely circulation of
meeting materials, thereby facilitating informed deliberations,
strategic discussions and effective decision-making.

Particulars of Employees and Related Disclosures

As required under Section 197(12) of the Act, read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the percentage increase
in remuneration and the ratio of remuneration of each
Director and KMP to the median of employees’ remuneration
is annexed as Annexure - I to this report.

The information required under Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Report. Further, pursuant
to proviso to Section 136(1) of the Act, this report is being
sent to the Members excluding the said annexure. Any
Member interested in obtaining a copy of the same may
write to the Company Secretary and Compliance Officer
at investors@maxhealthcare.com.

Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace

The Company strongly believes in providing a safe and
harassment-free workplace for every individual through
various interventions, policies and practices. The Company
has a robust policy on the prevention of sexual harassment
at the workplace in compliance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH”). The policy aims
at preventing harassment of all employees of the Company
and visitors at its hospitals, including off-site locations and lays
down guidelines for identification, reporting and prevention
of sexual harassment. The Company has complied with the
provisions relating to the constitution of Internal Complaints
Committee (“IC”) as specified under POSH. There is an IC

at every work locations/hospital, which is responsible for
the redressal of complaints related to sexual harassment
in accordance with the guidelines provided in the policy.
All these complaints are also reported and reviewed by the
Audit Committee.

The details of sexual harassment complaints that were filed,
disposed of and pending during the FY 2025-26 are provided
in the Business Responsibility and Sustainability Report and
the Corporate Governance Report, which forms part of this
Integrated Annual Report. The Prevention of Sexual Harassment
Policy is available on the Company’s website at https://www.
maxhealthcare.in/investors/corporategovernance/policies-
and-other-documents.

During FY 2025-26, no complaint was pending for more
than 90 (ninety) days under POSH.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act, read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 (as amended from time to time), the Board
has constituted a Corporate Social Responsibility (“CSR”)
Committee. The composition and terms of reference of the
CSR Committee are provided in the Corporate Governance
Report, which forms part of this Integrated Annual Report.

The Company has adopted a CSR Policy in accordance with
the provisions of the Act and rules made thereunder. The
CSR Policy of the Company outlines its CSR focus areas,
guiding principles for CSR activities, identified sectors,
reporting mechanisms etc.

The CSR Policy is available on the Company’s
website at https://www.maxhealthcare.in/investors/
corporategovernance/policies-and-other-documents.

As per the CSR Policy, the Company continues its endeavours
to improve the lives of people, improve sustainability and
provide opportunities for their holistic development through
various initiatives in the areas of Education, Skill Training
and Water Recharge and Rejuvenation for achieving water
neutrality. The Company believes in leaving no one behind
as it moves forward and has been consistent in its efforts
to serve the communities in and around its operations and
creating access for healthcare.

Further, the Company is undertaking its CSR initiatives
directly and through Max Healthcare Foundation, a
public company limited by guarantee, registered under
Section 8 of the Act. The Company is one of the
subscribers to the Memorandum of Association of Max
Healthcare Foundation.

The Annual Report on CSR activities, in the prescribed
format, for FY 2025-26 as required under Section 134
and 135 of the Act, read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and

Transactions with Related Parties

All contracts, arrangements and transactions entered into by
the Company with related parties during FY 2025-26 were in
the ordinary course of business and on an arm’s length basis.
The Company did not enter into any transaction, contract or
arrangement with related parties that could be considered
material in accordance with the Related Party Transaction
Policy of the Company. Further, during FY 2025-26, there
were no materially significant related party transaction(s)
entered into by the Company which might have a potential
conflict with the interest of the Company at large.

Accordingly, the disclosure of related party transactions in
Form AOC-2 is not applicable. However, detailed disclosures
on related party transactions as per IND AS-24, containing
the names of related parties and details of the transactions
entered into with them, have been provided under
Note No. 35.10 of Standalone Financial Statements.

During the year under review, the Board, based on the
recommendation of the Audit Committee, approved
revisions to the Company’s Policy on Related Party
Transactions to align it with the applicable provisions of the
Act, the SEBI Listing Regulations and other applicable laws,
including incorporation of the changes introduced pursuant
to the Industry Standards on the minimum information to
be provided to the Audit Committee and shareholders
for review and approval of related party transactions. The
revised Policy on Related Party Transactions is available
on the Company’s website at https://www.maxhealthcare.in/
investors/ corporategovernance/policies-and-other-documents

Auditors and Auditors’ Report
Statutory Auditors

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants
(Firm Registration No.- 301003E/E300005) (“SRBC”)
are the Statutory Auditors of the Company, who
were appointed at 24^th AGM of the Company held on
July 30, 2025 for a term of 5 (five) consecutive years
commencing from the conclusion of 24^th AGM till the
conclusion of the 29^th AGM of the Company. SRBC has
submitted a certificate, as required under Section 139(1) of
the Act confirming that they meet the criteria provided in
Section 141 of the Act.

The Auditor’s Report on the standalone and consolidated
financial statements of the Company for FY 2025-26 forms
part of this Integrated Annual Report. The Auditor’s report
is unmodified and does not contain any qualification,
reservation or adverse remark.

During FY 2025-26, SRBC has not reported any fraud against
the Company by its officers or employees, as required to be

reported under Section 143(12) of the Act read with the rules
made thereunder.

Further, the Company has made downstream investments
as per the Foreign Exchange Management (Non-Debt
Instruments) Rules, 2019 and accordingly, the Company
has obtained a certificate from SRBC as required under the
Foreign Exchange Management (Non-debt Instruments)
Rules, 2019.

Rotation of Statutory Auditors and Audit Partners

The Board has laid down a Policy on Independence of Statutory
Auditors/ Provision of Non-audit Services by Statutory Audit
Firm and related matters with a view to ensure independence
and objectivity in the audit process, avoid conflict of interest
and protect the interests of shareholders at large. The said
Policy is available on the Company’s website at https://www.
maxhealthcare.in/investors/corporategovernance/policies-
and-other-documents.

The key features of the Policy, inter-alia, are as follows:

• Criteria for Selecting an Audit Firm: Includes statutory
and other eligibility requirements, such as the firm’s
size, profile, experience and areas of expertise.

• Permitted Non-Audit Services: Outlines pre-approved
non-audit services along with pre-determined
fee thresholds.

• Prohibited Non-Audit Services: Specifies the non-audit
services that are not permitted.

• Rotation of Audit Partner: Requires rotation of audit
partners after 5 (five) consecutive years and prohibits
the re-appointment of the audit firm or its network firm
after 2 (two) consecutive terms of 5 (five) years.

• Hiring Arrangements: States that the Company or
its subsidiaries cannot hire partners, managers, or
employees of the statutory audit firm who have been
involved in the audit of the Company or its subsidiaries
in the preceding 18 (eighteen) months, without the
approval of the Managing Partner. Similarly, statutory
auditors are prohibited from hiring employees of the
Company or its subsidiaries within 12 (twelve) months of
their employment termination, subject to the approval
of Chairman of Audit Committee.

Cost Auditor

In terms of Section 148(1) of the Act read with Companies
(Cost Records and Audit) Rules, 2014, the Company is
required to make and maintain the cost accounting records
and have them audited every year by a qualified Cost
Accountant. The Company has maintained the cost accounts
and records as required.

The Company had appointed M/s. Chandra Wadhwa & Co.,
Cost Accountants, having (Firm Registration No. 000239),
as the Cost Auditors of the Company for FY 2025-26. Cost

Auditors will submit their report for FY 2025-26 within the
timeframe prescribed under the Act.

The Cost Audit report for FY 2024-25 did not contain any
qualification, reservation or adverse remark.

Further, upon receipt of certificate confirming their eligibility
and willingness for appointment as the Cost Auditors of the
Company for FY 2026-27 and based on the recommendation
of the Audit Committee, M/s. Chandra Wadhwa & Co., have
been appointed as the Cost Auditors of the Company for
FY 2026-27 at a remuneration of ?10,42,000/- (Rupees Ten
Lakh Forty-Two Thousand only) plus applicable taxes. The
said remuneration has also been proposed for ratification by
the Members of the Company at the ensuing AGM.

Further, the Cost Auditor has not reported any fraud
committed against the Company by its officers or employees,
as required to be reported in terms of Section 143(12) of the
Act read with rules made thereunder during FY 2024-25.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A
of the SEBI Listing Regulations, the Shareholders, based
on the recommendations of the Audit Committee and the
Board, had appointed DPV & Associates LLP, Company
Secretaries, having Firm Registration No. L2021HR009500,
as the Secretarial Auditor of the Company for a term of
five consecutive years commencing from FY 2025-26 till
FY 2029-30.

The Secretarial Audit Report for FY 2025-26 is annexed as
Annexure - III to this report. During the audit period, the
Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc.

During FY 2025-26, the Secretarial Auditor has not reported
any fraud committed against the Company by its officers or
employees, as required to be reported under Section 143(12)
of the Act read with rules made thereunder.

The Company’s unlisted material subsidiary viz. CRL has also
undergone Secretarial Audit in terms of Regulation 24A of
the SEBI Listing Regulations read with Section 204 of the
Act. The Secretarial Audit Report for FY 2025-26 of CRL
is annexed herewith as Annexure - IV, to this report. The
Secretarial Audit Report of the Company and CRL does not
contain any qualification, reservation or adverse remark.

Internal Auditor

The Company has established a robust Internal Audit function
to ensure effective oversight and risk management across
its operations. In addition to an in-house team, the Internal
Audit function avails services of third-party professional firms
in specialized areas such as fraud investigation, taxation,
digital forensics, Information Security audits, audit of projects
spends and other domain-specific matters as required.

Audits are conducted in accordance with an annual internal
audit plan, which is aligned with the risk profile of the
business and approved by the Audit Committee. These
audits follow a risk and control-based methodology and
encompass the review of internal controls and governance
processes, adherence to management policies and statutory
compliance across all Company locations.

The Internal Auditor reports functionally to the Audit
Committee and administratively to the Group Director -
Corporate Affairs. The Internal Auditor is a regular participant
in Audit Committee meetings, where periodic exception
reports are presented on financial, safety, information
security, compliance, and reporting risks, along with
management’s mitigation plans and recommendations.

The Internal Audit function is governed by an Internal Audit
Charter, which outlines its scope of work, independence,
objectivity, authority, reporting structure, and responsibilities.
To further enhance audit effectiveness, the Company
periodically engages an independent third-party expert
to perform a quality assurance review of the Internal Audit
process/ function. The findings of this review are presented
to the Audit Committee to support continuous improvement
in audit quality and governance.

The Internal Audit Charter is hosted on the Company’s website at
https://www.maxhealthcare.in/investors/corporategovernance/
policies-and-other-documents.

Internal Financial Controls

The Company has established a robust and well-integrated
internal control system, supported by appropriate IT
systems and workflow mechanisms. These controls are
continuously reviewed and upgraded based on periodic
risk control testing. Comprehensive policies, procedures
and guidelines are in place across all business processes.
These are regularly reviewed, updated and made accessible
to relevant employees via a designated internal web portal.

The internal control framework is designed to ensure
the reliability of financial and operational records for the
preparation of financial statements, management reporting,
performance monitoring and asset accountability. A
comprehensive, risk-based programme, including concurrent
and internal audits, exception reporting, IT-enabled
transaction controls, continuous management reviews and
data dashboards, provides assurance to the Board regarding
the effectiveness and adequacy of internal controls.

The internal audit plan is dynamic, aligned with the
Company’s strategic objectives and periodically reviewed
by the Audit Committee. This includes a review of high-
and medium-risk observations identified during audits. The
Audit Committee also monitors the implementation status
of management action plans arising from these reviews.
Additionally, the Internal Audit function is periodically

assessed by independent third-party experts to ensure
objectivity and continuous improvement.

For the FY 2025-26, the internal control systems were
evaluated and found to be effective, with no reportable
material weaknesses identified in either design or
operation. The Company’s Statutory Auditors also did not
report any material weaknesses in internal controls or any
misstatements resulting from control deficiencies during the
course of their audit.

Risk Management

The Company has instituted a robust and integrated Risk
Management Framework designed to systematically identify,
analyse, assess, mitigate, monitor and report risks that may
impact the achievement of its strategic and operational
objectives. This comprehensive framework spans key
dimensions of the business, including operational, legal,
treasury, human resource, taxation, regulatory, strategic and
financial domains. The Risk Management Committee plays
a central oversight role, undertaking periodic reviews of the
Company’s risk registers, risk heat maps and mitigation plans
for high and critical risk exposures. These reviews involve
in-depth evaluation of the potential implications of such
risks on business continuity and profitability, along with the
effectiveness of mitigation strategies employed, including
risk avoidance, transfer, control or acceptance.

The Company’s approach to risk management is both
structured and adaptive, combining formally articulated
policies in areas such as finance, legal and regulatory
compliance with more dynamic, situational responses in
other operational aspects. This hybrid model allows for
flexibility while maintaining governance rigour. The Risk
Management Framework, including the Risk Management
Policy and Guidance note on Risk Appetite, is reviewed
periodically to ensure continued relevance amid changing
market dynamics, regulatory landscapes and evolving
business priorities. This iterative review process ensures
that the Company remains well-positioned to proactively
address both existing and emerging risks.

During FY 2025-26, the Company further strengthened
its risk management framework by identifying and
incorporating emerging risks arising from evolving regulatory
expectations, stakeholder communication requirements and
developments in the healthcare and therapeutic landscape.
As a result, three new risks were added to the enterprise
risk universe during FY 2025-26. As at March 31, 2026,
the Company’s enterprise risk register comprised 68 risks,
reflecting a comprehensive assessment of both existing and
emerging risk exposures.

A detailed disclosure of the Company’s risk management
practices and critical risk areas is presented as part of this
Integrated Annual Report at (page no. 42), underscoring

the Company’s commitment to transparency and
responsible governance.

Whistle Blower Policy/Vigil Mechanism

The Company has established a robust Whistle Blower
Policy/Vigil Mechanism to promote ethical conduct, integrity,
transparency and accountability in its operations. The Policy
provides an appropriate mechanism for Directors, employees
and other stakeholders to report genuine concerns relating
to unethical behaviour, fraud, irregularities or violation of the
Company’s Code of Conduct and policies, without fear of
retaliation or victimisation.

The Policy, inter-alia, provides direct access to the Chairman
of the Audit Committee and has been appropriately
communicated across all levels of the organisation. Whistle
blower complaints may be reported to the designated
offlcial(s) specified under the Policy and, in appropriate or
exceptional cases, directly to the Audit Committee.

The complaints received under the mechanism are
investigated by, or under the supervision and directions of
the Ethics and Compliance Committee comprising Members
of senior management and the Internal Auditor. Based on
the findings of such investigations, appropriate corrective
and preventive actions are undertaken.

The Audit Committee periodically reviews the functioning
and effectiveness of the vigil mechanism, including the
status of complaints received, investigations conducted,
actions taken and closure thereof. The Whistle Blower
Policy is available on the Company’s website at https://www.
maxhealthcare.in/investors/corporategovernance/policies-
and-other-documents.

During FY 2025-26, no person was denied access to the
Chairman of the Audit Committee.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014, is enclosed as
Annexure - V to this report.

Annual Return

The Annual Return of the Company in Form MGT-7, as required
under Section 92 and Section 134 of the Act read with Rule 12
of the Companies (Management and Administration) Rules,
2014, is available on the Company’s website at https://www.
maxhealthcare.in/investors/corporategovernance/general-
meetings-and-postal-ballot.

Corporate Governance

The Company has complied with the corporate governance
requirements under the Act and SEBI Listing Regulations.
A separate section on corporate governance, along with a
certificate from the Practicing Company Secretary confirming
compliance with corporate governance requiremeng Regulations.
A separate section on corporate governance, along with a
certificate from the Practicing Company Secretary confirming
compliance with corporate governance requirements, is
provided as Annexure - C of the Corporate Governance
Report forming part of the Integrated Annual Report.

Business Responsibility and Sustainability Report

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

Management Discussion and Analysis Report

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

Secretarial Standards

The Company complies with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India in terms of Section 118(10) of the Act.

Compliance with the Maternity Benefit Act, 1961

The Company is in regular compliance of the applicable
provisions of the Maternity Benefit Act, 1961.

General

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

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

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

• There was no amount proposed to be transferred to
general reserves;

• In terms of the provisions of Section 73 of the Act read
with the relevant rules made thereunder, the Company
had no opening or closing balances and has not
accepted any deposits during the financial year under
review and as such, no amount of principal or interest
was outstanding as on March 31, 2026;

• There were no significant or material orders passed by
the regulators or courts or tribunals which impact the
going concern status or the Company’s operations in
the future;

• The Company does not have any scheme or provision of
money for the purchase of its own shares by employees
or by trustees for the benefits of employees;

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

Acknowledgement

The Board places on record its appreciation for the dedication
and contribution of employees at all levels towards the
continued growth and success of the Company. The Board
also gratefully acknowledges the continued trust and
support of shareholders, customers, business associates,
bankers, financial institutions, regulatory authorities and all
other stakeholders.

For and on behalf of the Board
Abhay