Dear Members,

The Directors of Max Healthcare Institute Limited (‘Company' or ‘MHIL') have immense pleasure in presenting the Board's Report on the business and operations of the Company along with the audited financial statements for the Financial Year ("FY") ended March 31, 2025.

Integrated Reporting

The Company has voluntarily shifted its corporate reporting journey to an Integrated Report since FY 2023-24 in accordance with the <IR> Framework published by the International Financial Reporting Standards Foundation (IFRS). The Integrated Annual Report encompasses both financial and non-financial information to enable the members to develop a better understanding of Company's holistic approach to its business operations. The Integrated Annual Report touches upon aspects such as the organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capitals viz. manufactured capital, human capital, intellectual capital, social and relationship capital, financial capital and natural capital.

The Company has appointed T?V S?D South Asia Private Limited to provide ‘Reasonable Assurance' for the core indicators of the Business Responsibility and Sustainability Report ("BRSR") and ‘Limited Assurance' for select sustainability disclosures.

Financial Highlights

The standalone and consolidated financial results of the Company's operations are summarised below:

H in Lakh

*Previous year figures have been regrouped and reclassified to conform to the current year classification & presentation.

The standalone, as well as the consolidated financial statements, have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as applicable.

Annual Performance

Details of the Company's annual financial performance is also published on the Company's website and can be accessed at https://www. maxhealthcare.in/financials#financial-statements.

Performance Highlights (Standalone)

The Company's revenue from operations grew by 13.8% to H 2,66,360 Lakh in FY 2024-25, compared to H 2,34,136 Lakh in FY 2023-24. Revenue from operations comprises of H 2,41,133 Lakh of revenue from healthcare services, H 8,686 Lakh revenue from operation and management service fees and H 10,863 Lakh revenue from the sale of pharmaceutical supplies. Other income also went up to H 36,654 Lakh in FY 2024-25 compared to H 26,606 Lakh in the previous year mainly due to increase in dividend from wholly owned subsidiaries and interest income from loans to subsidiaries and partner healthcare facilities.

During FY 2024-25, total expenditure — comprising material costs, employee expenses, professional fees for doctors, hospital services, sales and marketing, power and fuel, among others — stood at 68.7% of revenue from operations, as compared to 67.2% in FY 2023-24. The increase in expenditure as a percentage of revenue is primarily attributable to the supply of pharmaceuticals on a cost-plus basis to the newly operational hospital in Dwarka, as well as the cost of high-end patented drugs used in the treatment of oncology patients.

PBITDA stood at H 1,19,993 Lakh, 39.6% of total income during FY 2024-25, reflecting an improvement of 16.1% over H 1,03,326 Lakh, 39.6% of total income in FY 2023-24.

Net Profit before tax for FY 2024-25 stood at H 1,02,035 Lakh, which represents a like to like growth of 18.0% over FY 2023-24. During the year, an exceptional cost of H 7,363 Lakh was incurred towards charges paid to Yamuna Expressway Industrial Development Authority (YEIDA) for seeking change in shareholding on acquisition of Jaypee Healthcare Limited. Net Profit after tax and exceptional items was H 70,107 Lakh, compared to H 68,726 Lakh for FY 2023-24. On a like to like basis (excluding the exceptional item of H 7,363 Lakh), Net Profit after tax stood at H 77,470 Lakh, representing a growth of 12.7% compared to FY 2023-24.

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 22 (twenty-two) healthcare facilities, including 11 (eleven) hospitals and 4 (four) medical centres in the Delhi and NCR region. The remaining 6 (six) hospitals are located in Mumbai and Nagpur in Maharashtra, Mohali and Bathinda in Punjab, Dehradun in Uttarakhand and Lucknow in Uttar Pradesh 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.

The Company, along with its subsidiaries, have strengthened its international presence and now directly operates Patient Assistance Centres ("PAC") in 9 (nine) countries, namely, Kenya (Nairobi), Nigeria (Lagos), United Arab Emirates (Dubai), Oman (Muscat), Myanmar (Yangon), Ethiopia (Addis Ababa), Uzbekistan (Tashkent), Nepal (Kathmandu) and Bangladesh (Dhaka). This is in addition to its indirect presence in 4 (four) countries through 6 (six) partner offices. The Nairobi office continues to focus on promoting tertiary care and highly complex procedures such as bone marrow transplants, liver transplants, paediatric cardiac surgeries and oncology treatments. The Dubai office has completed more than three years and has been able to make a mark for itself in UAE. The international offices are focused on working with local insurance companies, institutional payors such as local governments, hospitals and individual clinicians for coordinating treatment of patients suffering from life threatening diseases at Network Hospitals in India. Further, the Company is maintaining focus on organ transplants and other high-end surgical procedures across all its Network Hospitals. The Company provides medical as well as operation and management services across secondary and tertiary care specialities, with a focus on Oncology, Neurosciences,

Cardiac Sciences, Orthopaedics, Renal Sciences and Liver and Biliary Sciences. During FY 2024-25, the Company expanded robotic surgical programmes at its various Network Hospitals and successfully conducted ~ 6,600 robotic surgeries.

The Company's revenue includes earnings from pathology, radiology, radiation oncology and other clinical services, under fee-for-service and/ or revenue-sharing arrangements in select specialties or departments with third parties including partner healthcare facilities. The Company has also taken various measures to capture and improve patient satisfaction, quality of care and medical outcomes in line with its objective of becoming the most well-regarded healthcare provider in India. The Company also procured high-end equipment including Digital PET CT, Robotic Systems for Orthopaedics, Oncology and General Surgery, MRI, CT, Navigation System with O-Arm, LINAC Machine with SGRT, Biplane Cathlab, Intraoperative Robotic Ultrasound and Foetal Ultrasound for Gynaecology etc. in its Network Hospitals during FY 2024-25 to further enhance technological capabilities and support advanced clinical outcomes. All facilities owned and operated by the Company including Partner Healthcare Facilities adhere to internationally recognised medical protocols and standards. 18 (eighteen) of network hospitals are accredited by the National Accreditation Board for Hospitals (NABH) and 4 (four) facilities also hold the prestigious Joint Commission International (JCI) accreditation. The Company remains committed to delivering high-quality medical care at affordable costs. Strategic investments are consistently made in talent development, process optimisation and advanced technologies to ensure long-term operational sustainability. As part of its unwavering focus on patient safety, the Company has implemented robust clinical governance frameworks, regular audits and real-time monitoring systems to proactively identify and mitigate risks. Staff across all levels are continuously trained in global best practices to foster a culture of safety, transparency and continuous improvement. Patient feedback mechanisms are actively used to drive enhancements in care delivery and outcomes. At the same time, the Company prioritises the safety and well-being of its workforce and the communities it serves, actively minimises its environmental impact and upholds the highest standards of ethical business conduct. The Company's business activity primarily falls within a single reportable business segment, namely ‘Medical and Healthcare Services' as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/ medical centres and tertiary care facilities.

A detailed discussion on the operations of the Company (on a consolidated basis) for FY 2024-25 is given in the Management Discussion and Analysis Report which forms part of this Integrated Annual Report.

Dividend

Based on the Company'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 H 1.50 per equity share of the face value of H 10/- each for FY 2024-25 which translates to 15% of the face value, same as last year. The dividend is subject to the approval of the members at the forthcoming 24^th Annual General Meeting ("AGM") of the Company. The record date for the purpose of payment of the final dividend for FY 2024-25 has been fixed as Friday, July 4, 2025.

The dividend, if approved by the members at the forthcoming 24^th AGM, will be paid/ dispatched 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 Board in its meeting held on May 20, 2025, amended the Dividend Distribution Policy to align it with leading industry practices and to provide more clarity on Company's dividend philosophy. As per the amended policy, as a guiding principle and subject to the circumstances provided in the Policy, the Board may declare dividend (including interim dividend, if any) up to a payout ratio of 40% of the profits after tax of the Company. The Board may, in case of extraordinary circumstances, declare a higher rate of dividend. At the same time, the Board shall endeavour to declare/recommend a minimum dividend of 10% of the face value of share every year. The Board shall consider financial parameters and other relevant factors while declaring or recommending dividends payable to the members.

The Company has complied with the guidelines specified under the 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") and the same 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 and FY 2023-24 on September 27, 2023 and September 20, 2024, respectively. As a period of 7 (Seven) years has not elapsed from the date of transfer of the said 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 to the Company.

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 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 for FY 2024-25, which forms part of this Integrated Annual Report.

Establishment of Max Super Speciality Hospital, Dwarka

The Company had entered into a service agreement with Muthoot Hospitals Private Limited ("MHPL") on January 20, 2022, for providing services in connection with the operations and management (O&M) of a 303-bed hospital under construction. Under the agreement, the exclusive and irrevocable right to operate and manage the hospital vests with a Hospital Management Committee (HMC) constituted by MHPL and the Company is mandated to render necessary support services for the O&M of the hospital, under the superintendence of the HMC. This arrangement is intended to further strengthen the Company's presence in the Delhi NCR region. The hospital was handed over to HMC on June 26, 2024 and is equipped with state-of-the-art medical infrastructure, including advanced imaging systems and surgical robots. The hospital commenced full-fledged operations with effect from July 2, 2024.

Acquisition of Jaypee Healthcare Limited

The Company, on October 4, 2024, acquired 63.65% of the equity stake in Jaypee Healthcare Limited ("JHL") for an aggregate consideration of ~H 398 Crore. The acquisition was based on an enterprise value of H 1,660 Crore, reflecting JHL's strong market position, which includes two operational hospitals i.e., the 500-bedded Jaypee Hospital in Noida and the 200-bedded Jaypee Hospital in Bulandshahr, built on land parcel of 18 acres and 5.75 acres, respectively. Further, JHL also owns a 100-bedded hospital spread over 2.35 acres in Anoopshahar, which is currently non-operational. Further, the Company acquired the balance equity stake in JHL for an aggregate consideration of ~H 227 Crore. Consequently, JHL became a wholly-owned subsidiary of the Company with effect from November 11, 2024.

Pursuant to the approval of the Board at its meeting held on January 30, 2025, the Company invested an amount aggregating

~H 50 Crore against the allotment of 3,42,16,108 equity shares in JHL on a rights basis on January 31, 2025.

Infusion of Equity Capital in Max Lab Limited, Wholly-Owned Subsidiary

The Board, at its meeting held on May 22, 2024, approved the proposal for providing financial assistance in the form of investment, loan, guarantee, etc. to Max Lab Limited ("Max Lab"), a wholly owned subsidiary of the Company, for an amount up to H 20 Crore.

Subsequently, the Board of Max Lab, at its meeting held on May 29, 2024, approved the allotment of 2,00,00,000 equity shares of face value H 10 (Rupees Ten only) each at a price of H 10 (Rupees Ten only) per equity share, for an aggregate amount of H 20 Crore, on a rights basis to the Company. As a result, the shareholding of MHIL in Max Lab increased from 2,00,00,000 to 4,00,00,000 equity shares of H 10 each.

Brownfield Expansion of Max Smart Hospital (Saket Complex) leading to addition of 400 Beds to Network Bed Capacity

Max Smart Hospital – a key partner healthcare facility, is in midst of expanding its bed capacity from present 250 beds to 650 beds by addition of ~ 5 lakhs square feet to existing built up area. The Board of the Company had earlier approved a long -term loan to Gujarmal Modi Hospital and Research Centre for Medical Sciences (GMHRC) for the purpose, in line with Company's obligation under Medical Services Agreement executed in the year 2015. The new 400-bed facility will contribute to the creation of one of the largest healthcare complexes in Asia, with over 2,300 beds spread across 23 acres in Saket. This integrated healthcare hub will facilitate the streamlining of services across four hospitals within the Saket Complex and enable greater sub-specialization, thereby enhancing the overall depth and breadth of medical offerings in a synergistic manner.

The project is expected to be commissioned by end of first half in the FY 2025-26, with beds becoming operational in a phased manner.

Expansion by 155 Additional Beds to the Existing ~220-Bed Capacity at Max Super Speciality Hospital, Mohali

The Board, in its meeting held on May 22, 2024, accorded its approval for expanding capacity of Max Super Speciality Hospital - Mohali, Punjab ("Max Mohali") by adding ~155 beds to the existing bed capacity of 220 beds. Max Mohali is run and operated under a public-private-partnership arrangement with Government of Punjab, under the aegis of Hometrail Buildtech Private Limited ("HBPL"), a wholly-owned subsidiary of the Company and had been experiencing severe shortage of beds to cater to the needs of the patients in the region. We expect commissioning of additional beds in first half of FY 2025-26.

Construction of ~500 Bed Greenfield Hospital at Sector 56, Gurugram

The Board, at its meeting held on May 22, 2024, approved an overall expenditure of up to H 1,018 Crore towards the construction and equipment costs for setting up a ~500-bedded Max Super Speciality Hospital on 5.26 acres parcel of land allotted by Haryana Shehri Vikas Pradhikaran in Sector 56, Gurugram. The proposed construction is expected to be completed by end of FY 2025-26, with bed capacity being made available in a phased manner. The Hospital will cater to the healthcare needs of communities residing in and around the ever expanding NCR region.

Expansion by ~100 Additional Beds to the Existing 186-Bed Capacity at Max Super Speciality Hospital, Nagpur

The Board, in its meeting held on May 20, 2025, accorded its approval for expanding capacity of Max Super Speciality Hospital, Nagpur ("MSSH Nagpur") by adding ~100 beds to the existing bed capacity of 186 beds. Alexis Multi-Speciality Hospital Private Limited ("Alexis"), wholly-owned subsidiary of the Company currently owns and operates MSSH Nagpur. The additional bed capacity is expected to become operational in early FY 2027-28, enabling the hospital to cater to the healthcare needs of communities residing in Nagpur and surrounding areas.

Agreement to Lease for Setting Up of a 400+ Bed Hospital in Zirakpur, Punjab

The Board, at its meeting held on August 1, 2024, approved entering into a long-term lease arrangement with Silicon Constructions Private Limited ("SCPL") for setting up a 250+ bedded hospital at Zirakpur, Punjab. Later, the Board at its meeting held on January 30, 2025, approved the amendment to the existing agreement to lease dated August 1, 2024, with SCPL to increase the bed capacity of the proposed hospital from the earlier 250 beds to a 400+ bedded facility. This asset-light built-to-suit opportunity allows expansion in a market where Max has an established brand recognition and patient connect. The site is strategically located to serve patients from three states with significant growth potential. We expect the hospital to commence its operations in FY 2027-28.

Long Term Service Agreement for Setting Up of a 200 Bed Hospital in Pitampura, Delhi

The Board, at its meeting held on March 12, 2025, approved the proposal to enter into a long-term Service Agreement ("LTSA") with Bharat Prakritik Chikitsa Mission (BPCM), a society which is setting up a 200-bedded hospital in Pitampura, Delhi and expect to commission the facility in FY 2027-28. The Company shall provide an interest-free, refundable deposit linked to construction milestones as a guarantee against its performance obligations under the LTSA.

Expansion at Saket Complex through aiding construction of 550 Bed Partner Healthcare Facility in conjunction with Vikrant Foundation

ALPS Hospital Limited, a wholly-owned subsidiary of the Company, is aiding in development of 550-bed network hospital being built on a 3.5-acre prime land parcel in Saket, South Delhi and thereafter, will run key medical programs. This facility will be operated under the aegis of Vikrant Children's Foundation and Research Centre.

Strategically located between two operating Network Hospitals, this new hospital will contribute to the creation of one of the largest healthcare complexes in Asia, with over 2,300 beds spread across 23 acres. This integrated healthcare hub will facilitate the streamlining of services across four hospitals within the Saket Complex and enable greater sub-specialization, thereby enhancing the overall depth and breadth of medical offerings in a synergistic manner.

The project is targeted for phased completion by the end of FY 2027-28.

Establishment of a 400 Bed Partner Healthcare Facility at Patparganj (Nirogi)

Eqova Healthcare Private Limited, ("Eqova") a subsidiary of the Company, has entered into an exclusive, long-term Medical Services Agreement (MSA) with the Nirogi Charitable and Medical

Research Trust (Society). Under this agreement, Eqova will aid in the development of and provide medical services to a new 400-bed hospital currently under construction on a 2.1-acre site owned by the Society in Patparganj, New Delhi. Located approximately 800 metres from existing 402-bed Max Super Speciality Hospital, Patparganj, the new hospital is expected to yield significant growth in network revenue and cost synergies upon completion. The project is targeted for phased completion by the end of FY 2027-28. Through this hospital, the Company along with the Society, aims to address the growing demand for quality healthcare services in the East Delhi community and also provide free treatment to patients from economically weaker section.

Agreement to Lease a 500 Bed Hospital to be set up in Thane, Maharashtra

The Board, at its meeting held on January 30, 2025, approved a proposal to enter into an agreement to lease with VR Konkan Private Limited ("VKPL") for setting up a ~500 bedded hospital at Thane, Maharashtra on a built-to-suit basis. The proposed construction of hospital premises is expected to be completed by end of FY 2028-29. The hospital building and infrastructure are being developed by VKPL according to the Company's specifications. The Company is required to make investments in deposits, equipment and loose furniture amounting to ~H 217 Crore. Thane, a thriving city with a large population and a growing middle class, is experiencing a surge in demand for quality healthcare services. The Company thus, intends to expand its footprints in the territory.

Merger of ALPS Hospital Limited and Max Hospitals and Allied Services Limited, Wholly-Owned Subsidiaries of the Company

The Board of ALPS Hospital Limited ("ALPS" or "Transferor") and Max Hospitals and Allied Services Limited ("MHASL" or "Transferee"), wholly owned subsidiaries of the Company, in their respective meetings held on May 16, 2022, 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 leverage and integrate the strengths of both entities, accelerate the realisation of identified synergies, adopt a unified and coordinated business approach and enhance overall organisational capabilities. The Hon'ble National Company Law Tribunal, Mumbai Bench, vide order dated February 25, 2025, approved the aforesaid scheme. Pursuant to the said scheme, the Company received 2,78,07,187 shares of MHASL for 35,65,024 shares held by it in ALPS and accordingly, the investment held by the Company in ALPS have been cancelled. ALPS ceased to exist with effect from March 28, 2025.

Subsequently, the name of merged entity has been changed to ALPS Hospital Limited with effect from April 30, 2025.

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

TheBoardofCrosslayRemediesLimited("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, 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 is 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.

Subsequently, a joint application has been filed with the Hon'ble National Company Law Tribunal on May 7, 2025, seeking its approval for the merger and the same is pending as on date of this report.

Authorised Capital

During FY 2024-25, there was no change in the authorised share capital of the Company. As on March 31, 2025, the authorised share capital stood at H 13,85,00,00,000/- divided into 1,26,00,00,000 ordinary equity shares with a nominal value of H 10 each and 12,50,00,000 cumulative preference shares with a nominal value of H 10 each.

Issued, Subscribed and Paid-up Capital

During FY 2024-25, 2,29,645 equity shares were allotted to five eligible employees upon exercise of options granted under the Max Healthcare Institute Limited Employee Stock Option Scheme 2020. Subsequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025 was H 9,72,14,20,530/- comprising of 97,21,42,053 equity shares of face value of H 10/- each fully paid-up.

After March 31, 2025 till date of this report, 4,790 equity shares have been issued upon exercise of options granted to them under the Max Healthcare Institute Limited - Employee Stock Option Scheme 2020.

Subsequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company as on date of this report is H 9,72,14,68,430/- comprising of 97,21,46,843 equity shares of face value of H 10/- 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., the Employee Stock Option Scheme 2020 ("ESOP Scheme - 2020") and Employee Stock Option Scheme 2022 ("ESOP Scheme - 2022").

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., National Stock Exchange of India Limited ("NSE") and BSE Limited ("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 H 10 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 - 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., NSE and 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 H 10 each.

As on March 31, 2025, no options have been vested under the ESOP Scheme - 2022 and consequently, no shares have been allotted so far.

Both ESOP Scheme - 2020 and ESOP Scheme - 2022 are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations 2021"). During FY 2024-25, no amendments have been made to either scheme. The Company has obtained certificate(s) from its Secretarial Auditors confirming that ESOP Scheme - 2020 and ESOP Scheme - 2022 have been implemented in accordance with the SEBI SBEB Regulations 2021 and the resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members at the Company's registered office and through electronic mode during business hours.

A statement containing relevant disclosures for ESOP Scheme - 2020 and ESOP Scheme - 2022 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

As on March 31, 2025, 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 entities controlled by the Group. During FY 2024-25, the following companies ceased to be subsidiaries of the Company: ET Planners Private Limited (Under the process of voluntary liquidation)

ALPS (consequent to its merger with MHASL, which became effective on March 28, 2025) The Board regularly reviews the operations and affairs of the subsidiaries and is kept informed of all 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/ silos in the prescribed format AOC-1 forms part of this Integrated Annual Report and is therefore, not repeated in this report to avoid duplication. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 36.16 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,includingconsolidatedfinancialstatementsandrelated information of the Company and audited financial statements of its subsidiaries, are available on the Company's website at https:// www.maxhealthcare.in/financials#subsidiaryfinancial-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/corporategovernance/policies-and-other-documents As per Regulation 16(1)(c) of the SEBI Listing Regulations, ‘Material Subsidiary' shall means 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.

Crosslay Remedies Limited (‘CRL'), a wholly-owned subsidiary, has been identified as a material subsidiary of the Company for FY 2024-25 in accordance with Regulation 16(1)(c) of the SEBI Listing Regulations. Further, no subsidiary of the Company fulfils the criteria specified under regulation 24(1) of the SEBI Listing Regulations.

Entities Became Subsidiary During FY 2024-25

Jaypee Healthcare Limited

The Company, on October 4, 2024, acquired 63.65% equity stake in JHL and subsequently acquired the remaining 36.35% stake on November 11, 2024, for an aggregate net consideration of H 62,470 Lakh. Consequently, JHL became a wholly-owned subsidiary of the Company effective November 11, 2024.

The acquisition has been accounted for as a business combination, using the acquisition method of accounting, in accordance with Ind AS 103 ‘Business Combinations'. The purchase price has been allocated on a provisional basis to the assets, pending final determination of the fair value of the acquired assets and liabilities at the acquisition date. The financial results of JHL have been consolidated with the Group from the date of acquisition.

During the year ended March 31, 2025, JHL reported a loss before tax of H 2,423 Lakh and a total comprehensive loss of H 2,373 Lakh for the post acquisition period.

Entities Ceased to be Subsidiary during FY 2024-25

ET Planners Private Limited

The Board & Shareholders of ET Planners Private Limited ("ET Planners"), in its respective meetings held on September

6, 2024 and September 11, 2024, approved voluntary liquidation of ET Planners under the provisions of the Insolvency and Bankruptcy Code, 2016, wherein the business undertaking of ET Planners was sought to be distributed to its shareholder and immediate holding company i.e., ALPS, then wholly-owned subsidiary of the Company on a going concern basis. Accordingly, the Liquidator on October 18, 2024 has distributed entire business undertaking of ET Planners to its immediate holding company viz. ALPS by way of a Letter of Distribution. An application has been made by the liquidator on February 13, 2025 at Hon'ble NCLT for dissolution of ET Planners.

ALPS Hospital Limited

The Board of ALPS and MHASL at their respective meetings held on May 16, 2022, approved the Scheme of Amalgamation. Following this, a petition was filed before the Hon'ble NCLT under the provisions of Sections 230 to 232 of the Companies Act, 2013, along with the applicable rules. The Hon'ble NCLT, vide its order dated February 25, 2025, approved the said Scheme of Amalgamation with an appointed date of April 1, 2024. Accordingly, ALPS ceased to exist from March 28, 2025. Post merger, the name of merged entity has been changed to ALPS Hospital Limited with effect from April 30, 2025.

Joint Ventures and Associates

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

International presence

The Company continues to operate PAC overseas to better serve international patients travelling to its network hospitals in India for tertiary care and other life-saving procedures.

During the year, these PAC played a pivotal role in driving growth in footfall and revenue from medical value travellers originating from countries such as Kenya, the UAE, Oman, Ethiopia, Myanmar, Iraq, Uzbekistan and others. The new PAC established in Bangladesh towards the end of the previous financial year encountered challenges due to the prevailing political situation in the country. However, with the gradual stabilization of the political and economic environment, the Company expects Bangladesh office to contribute meaningfully to the growth of medical value travellers seeking treatment at its network hospitals in the coming years.

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, 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 discuss and decide on various business policies, strategies, financial matters and other business. The schedule of Board/ Committee meetings for the forthcoming financial year 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 has also approved several proposals through resolutions by circulation from time to time. During FY 2024-25, the Board met 6 (Six) times on May 22, 2024, August 1, 2024, September 13, 2024, November 5, 2024, January 30, 2025 and March 12, 2025. The intervening gap between 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 meetings 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 Company has constituted various statutory committees. Additionally, the Board has also formed various non-statutory committees to review specific business operations and governance matters. As on March 31, 2025, 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

The Board, at its meeting held on May 20, 2025, constituted a Renewable Energy Investment Committee, a Non-Statutory Committee of the Board. The composition, terms of reference and number of meetings of the Committees are mentioned in the Corporate Governance Report, which forms part of this Integrated Annual Report. During FY 2024-25, all the recommendations made by Board committees, including the Audit Committee, were accepted by the Board.

Directors

As on March 31, 2025, 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.

Dr. Pranav C. Mehta

The Board of the Company, through a resolution passed by circulation dated August 24, 2024, based on the recommendation of Nomination and Remuneration Committee ("NRC"), approved the appointment of Dr. Pranav C. Mehta (DIN: 10738300), as an Additional Director in the category of Independent Director for a term of 5 (five) years, with effect from August 26, 2024 to August 25, 2029 (both days inclusive), subject to the approval of the members of the Company. Subsequently, the members of the Company, at the 23^rd AGM held on September 20, 2024, approved the same.

Mr. Mahendra Gumanmalji Lodha

The Board of the Company, at its meeting held on March 19, 2024, based on the recommendation of the NRC and the positive outcome of the performance evaluation and contributions during his first term as an Independent Director, approved the re-appointment of Mr. Mahendra Gumanmalji Lodha (DIN: 00012920), as an Independent Director for a second term of 5 (five) years, effective from June 21, 2024, to June 20, 2029 (both days inclusive). Subsequently, on May 5, 2024, the members approved the re-appointment of Mr. Mahendra Gumanmalji Lodha via a special resolution passed through postal ballot, details of which have been provided as a part of the Corporate Governance Report.

Mr. Michael Thomas Neeb

The Board of the Company, at its meeting held on March 19, 2024, based on the recommendation of the NRC and the positive outcome of the performance evaluation and contributions during his first term as an Independent Director, approved the re-appointment of Mr. Michael Thomas Neeb

(DIN: 08522685), as an Independent Director for a second term of 5 (five) years, effective from June 21, 2024 to June 20, 2029 (both days inclusive). Subsequently, on May 5, 2024, the members approved the re-appointment of Mr. Michael Thomas Neeb via a special resolution passed through postal ballot, details of which have been provided as a part of the Corporate Governance Report.

Mr. K Narasimha Murthy

Mr. K Narasimha Murthy completed his second consecutive term of five years as an Independent Director of the Company on September 25, 2024 and consequently ceased to be an Independent Director of the Company with effect from the end of the day on September 25, 2024.

The Board and Management of the Company expresses their deep appreciation and gratitude for the contributions made by Mr. K Narasimha Murthy during his tenure as an Independent Director of the Company.

Director Liable to Retire by Rotation Mr. Anil Kumar Bhatnagar

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Anil Kumar Bhatnagar (DIN: 09716726), Non-Executive Director, is liable to retire by rotation at the 24^th AGM and being eligible, has offered himself for re-appointment.

Based on the performance evaluation and the recommendation of the NRC, the Board recommends his re-appointment as Non-Executive Director of the Company, liable to retire by rotation. Since, Mr. Bhatnagar, Non-Executive Director, will attain the prescribed age limit of 75 years in August 2025 and will retire by rotation at the 24^th AGM, therefore a Special Resolution under Regulation 17(1A) of the SEBI Listing Regulations has been proposed in the Notice of the 24^th AGM. In the opinion of the NRC and the Board, the re-appointment of Mr. Anil Kumar Bhatnagar as a Non-Executive Director, liable to retire by rotation, is considered appropriate in view of his seniority, the pivotal role he has played in the Company's growth and the breadth of his rich and varied experience in practice of law. The continuation of his Directorship beyond the age of 75 year is regarded as being in the best interests of the Company and its members.

Lead Independent Director

Mr. Pranav Amin, Independent Director, Chairperson of the NRC and Stakeholders Relationship Committee and a member of the Risk Management Committee, has been 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.

In the opinion of the Board, all the Directors, including those appointed during FY 2024-25, 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 appointed/ 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 of the 24^th AGM.

Familiarisation Programme

Pursuant to Regulation 25 of the SEBI Listing Regulations, the Company familiarises its Independent Directors with their roles, rights and responsibilities, as well as with the Company's business and operations, both upon 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 business 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 Sections 2(51) and 203 of the Act, the following were the Key Managerial Personnel of the Company as on March 31, 2025:

1. Mr. Abhay Soi, Chairman and Managing Director

2. Mr. Yogesh Kumar Sareen, Senior Director and Chief Financial Officer

3. Mr. Dhiraj Aroraa, SVP-Company Secretary and Compliance Officer During the FY 2024-25, there was no change in the Key Managerial Personnel 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 are 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 are not debarred from holding the office of Director pursuant to any SEBI order or order of any other such authority; and (iv) there has 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 for Independent Directors as prescribed in Schedule IV to the Act. In the Board's opinion, the Independent Directors are individuals of high repute and integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that: they have complied with the Company's Code of Conduct; and they have registered their names in the Independent Directors' databank maintained with the Indian Institute of Corporate Affairs.

Directors' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, it 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 are 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, 2025;

(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) proper 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 Section 178 of the Act. The Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel ("KMP") 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 Nomination and Remuneration Committee 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 Board members affirm that the remuneration paid to the Directors, KMPs and Senior Management Personnel is in accordance with the Nomination, Remuneration and Board Diversity Policy of the Company.

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.

Board Evaluation

One of the key functions of the Board is to monitor and review the Board evaluation framework. Pursuant to applicable provisions of the Act and SEBI Listing Regulations, the Board, in consultation with NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board, its Committees, Chairperson and Individual Directors, including Independent Directors. The Board evaluation process for FY 2024-25 was carried out through a digital platform namely "Dess Digital" which inter-alia covered the following criteria.

Evaluation Process

Structured questionnaire covering aforementioned aspects was circulated to Directors; Directors submitted their response on questionnaire circulated at a scale of 1 (strongly disagree) to 5 (strongly agree) and evaluated performance of Board, its committees and individual directors, including Chairman of the Board; The independent directors met separately on May 17, 2025, without the presence of non-independent directors and discussed, inter-alia, the performance of non-independent directors, Board as a whole and the performance of the Chairman (Chairman & Managing Director) of the Company. They have also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties; and The NRC has also carried out evaluation of each Director's performance. The performance evaluation of Independent Directors has been carried out by the entire Board, excluding concerned Director being evaluated.

The Board discussed and evaluated the performance of the Board as a whole, all the Committees of the Board and each Individual Director including the Chairman & Managing Director. The recommendations arising out of the evaluation process were discussed at the Board meeting.

Outcome of Evaluation

All Directors participated in the annual performance evaluation covering the Board, its Committees and individual members. The evaluation process was structured and outcome-oriented. Following is summary of outcome of evaluation: The Directors expressed satisfaction with the evaluation process and its effectiveness; The results reflected high levels of commitment and engagement across the Board and Committees, with strong scores on all evaluation parameters; The process reaffirmed trust in the Company's governance standards, transparency of management and the quality of information shared with the Board; The Board and Committee meetings were well-structured and effectively led. Committees demonstrated strong oversight in governance and controls; The Board appreciated the dedicated strategy session conducted during the year which allowed focused discussions on the Company's long-term vision and priorities; and The overall outcome of the performance evaluation was positive. The Board remains committed to continuous improvement and the suggestions for FY 2025-26, inter-alia, included regular updates on government initiatives in the healthcare sector, enhanced engagement on enterprise risk management, formation of a dedicated management committee on Patient Safety and Clinical Excellence with participation from at least 1 (one) Board Member, sustained focus on ESG initiatives and continued emphasis on succession planning.

The results of evaluation were shared with the Board, Nomination and Remuneration Committee, Chairperson of respective Committees.

Action Taken on Previous Evaluation

Actions undertaken pursuant to suggestions from previous year's Board evaluation for FY 2024-25 reflected management's commitment to enhancing Board effectiveness. Key initiatives included scheduling a dedicated strategy session with the Board covering long-term planning discussions, review of digital initiatives at IT Strategy Committee meetings to support technology enablement and as part of ongoing succession planning, appointment of Dr. Pranav C. Mehta, an Independent Director with rich experience in healthcare operations, administration, clinical informatics, patient safety and quality measures. Further, the management continued to actively engage with the Chairman, Committee Chairpersons and Lead Independent Director to seek inputs on meeting agendas and ensure timely circulation of materials to the Board and its Committees, with an objective to improve Board's deliberations, strategic discussions and overall Company's performance.

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 Key Managerial Personnel to the median of employees' remuneration is enclosed 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 first 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 (as defined in the policy) 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. The details of sexual harassment complaints that were filed, disposed of and pending during the FY 2024-25 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.

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 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 Companies Act, 2013. 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 2024-25 as required under section 134 and 135 of the Act, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - II to this report.

Transactions with Related Parties

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2024-25 were in the ordinary course of business and on an arm's length basis. The Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company's policy on dealing with related party transactions. Further, during FY 2024-25, 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.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a policy on related party transactions, which is available on the Company's website at https://www.maxhealthcare.in/investors/ corporategovernance/policies-and-other-documents.

Auditors and Auditor's Report Statutory Auditors

Deloitte Haskins & Sells, Chartered Accountants ("Deloitte"), having Firm Registration No. 015125N, are the statutory auditors of the Company who have been appointed at 19^th AGM of the Company held on September 29, 2020, for a term of five consecutive years commencing from April 1, 2020 till March 31, 2025 until the conclusion of the 24^th AGM of the Company. Deloitte has confirmed that it satisfies the independence criteria required under the Act and the code of ethics issued by the Institute of Chartered Accountants of India.

The Auditor's Report on the standalone and consolidated financial statements of the Company for FY 2024-25 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 2024-25, Deloitte 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 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 Deloitte as required under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

In view of the requirement of rotation of the Statutory Auditors in accordance with the requirements of section 139 of the Act and based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.- 301003E/E300005) ("SRBC") as the Statutory Auditors of the Company for a term of 5 (five) consecutive financial years commencing from April 01, 2025 till March 31, 2030, 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. Their appointment is subject to the approval of the Members of the Company at the ensuing AGM.

A resolution seeking their appointment forms part of the Notice convening the 24^th AGM and is recommended for consideration and approval of the Members of the Company.

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 website of the Company 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: This 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 with a set fee limit.

Prohibited Non-Audit Services: Lists the non-audit services that are not allowed.

Rotation of Audit Partner: Requires the rotation of audit partners at least every five years and prohibits the reappointment of the audit firm or its network firm after two consecutive five-year terms.

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 audit of the Company and its subsidiaries in preceding 18 (eighteen) months, without the Managing Partner's approval. 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 made and maintained the cost accounts and records as required. The Company has appointed M/s. Chandra Wadhwa & Co., Cost Accountants, having Firm Registration No. 000239, as the Cost Auditors of the Company for FY 2024-25. Cost Auditors will submit their report for FY 2024-25 within the timeframe prescribed under the Act. The Cost Audit report for FY 2023-24 did not contain any qualification, reservation or adverse remark. Further, upon receipt of certificate confirming their eligibility and willingness for appointment as the Cost Auditor of the Company for FY 2025-26 and based on the recommendation of the Audit Committee, M/s. Chandra Wadhwa & Co., have been appointed as the Cost Auditor of the Company for FY 2025-26 at a remuneration of H 9.95 Lakh (Rupees Nine

Lakh and Ninety-Five Thousand only) plus applicable taxes and out-of-pocket expenses. 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 2023-24.

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 Company had appointed DPV & Associates LLP, Company Secretaries, having Firm Registration No. L2021DE009500, as the Secretarial Auditor for FY 2024-25. The Secretarial Audit Report for FY 2024-25 is enclosed 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. Further, in terms of Regulation 24A (1b) of SEBI Listing Regulations, the Board, based on the recommendations of the Audit Committee, has recommended the appointment of DPV & Associates LLP, Company Secretaries, having Firm Registration No. L2021HR009500, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 01, 2025 till March 31, 2030. The appointment will be subject to shareholder's approval at the 24^th AGM.

The Company's unlisted material subsidiaries viz. HBPL and CRL have also undergone Secretarial Audit in terms of Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Reports for FY 2024-25 of HBPL and CRL are annexed herewith as Annexure - IV and Annexure - V, respectively, to this report. The Secretarial Audit Reports of these subsidiaries do not contain any qualification, reservation or adverse remark.

During FY 2024-25, the Secretarial Auditors 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.

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 collaborates with professional firms in specialized areas such as fraud investigation, market intelligence, digital forensics, IT audits, 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 Senior 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. 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, and 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 2024–25, 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, taxation, regulatory, strategic and financial domains. The Risk Management Committee (RMC) 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 and Risk Appetite Policy, 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. 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. 37), underscoring the Company's commitment to transparency and responsible governance.

Whistle Blower Policy / Vigil Mechanism

The Company promotes integrity and ethical behaviour in its business activities and has a Whistle Blower policy in place to provide appropriate avenues to the stakeholders to raise bona-fide concerns relating to unethical and improper practices, irregularities, governance weakness, financial reporting issues or any other wrong conduct. The policy also prohibits the victimisation of whistle blowers.

A whistle blower may raise concerns with the designated official as defined under the Whistle Blower Policy and under exceptional circumstances, with the Audit Committee. Investigations relating to such concerns are carried out by/or under the instructions of the Ethics and Compliance Committee, comprising of members from senior leadership and the Internal Auditor. Any allegations falling within the scope of the concern are investigated and resolved appropriately. Further, during FY 2024-25, no individual was denied access to the Chairman of Audit Committee for reporting concerns, if any. The Audit Committee periodically reviews the complaints received, if any, actions taken and appropriate closure of the complaint(s). The Whistle Blower Policy is available on the Company's website viz. https://www.maxhealthcare. in/investors/corporategovernance/policies-and-other-documents. The policy, inter-alia, provides direct access to the Chairperson of the Audit Committee and has been appropriately communicated within the Company at all levels. The details regarding the establishment of the vigil mechanism for Directors and employees to report genuine concerns, are provided therein.

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 - VI to this report.

Annual Return

The Annual Return of the Company in Form MGT-7, as required under Sections 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company 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 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 2024-25, 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 2024-25, 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.

General

No disclosure or reporting is made in respect of the following items, as there were no transactions during FY 2024-25: 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, 2025; There are no significant or material orders passed by the regulators, 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 is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 against MHIL;

There was no instance of one-time settlement with any bank or financial institution by the Company;

There was no revision in the financial statements and Board's Report;

There was no change in the nature of the business;

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report;

The Chairman and Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries during FY 2024-25. During FY 2024-25, no other Whole-Time Director was appointed or held office in the Company; and

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

Acknowledgement

The Board wishes to express its sincere appreciation for the assistance and co-operation received from banks, government and regulatory authorities, stock exchanges, customers, vendors and members during FY 2024-25. The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees of the Company and looks forward to their continued support and participation in sustaining the growth of the Company in the coming years.