Chennai Meenakshi Multispeciality Hospital Ltd Directors Report

To the Members of Chennai Meenakshi Multispeciality Hospital Limited,

Your Directors are pleased to present the 36th Directors Report of your Company along with the Audited Financial Statement for the financial year 2025-26.

FINANCIAL RESULTS

Particulars	Year Ended 31st March, 2026	Year Ended 31st March, 2025
Revenue from Operations	3703.90	3481.85
Other Income	111.76	85.36
Total Income	3815.66	3567.21
Profit/(Loss) before Depreciation, Tax & Financial Expenses	84.21	64.89
Interest	89.81	91.33
Depreciation	109.08	116.37
Profit/ (Loss) Before Tax	(114.68)	(142.81)
Less: Exceptional item	--	--
Tax Expenses:
a. Current Tax	0.00	0.00
b. Fringe Benefit Tax	--	--
c. Deferred Tax Liability	(2.96)	(5.44)
Profit / (Loss) for the year	(111.72)	(137.37)
Other Comprehensive Income
Items that will not be reclassified to profit or loss	(9.48)	(24.87)
Income Tax relating to items that will not be reclassified to profit or loss	2.39	6.26
Total Comprehensive Profit/(Loss) for the year carried to Balance Sheet	(118.81)	(155.99)
Earnings per Share	(1 50)	(1.84)

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The total income of the Company for the financial year 2025-26 stood at Rs. 3,815.66 Lakhs as compared to the previous financial year 2024-25 of Rs. 3,567.21 Lakhs, stating an increase of Rs. 248.45 Lakhs. The loss before tax for the financial year 2025-26 stood at Rs. (114.68) Lakhs against a loss before tax of Rs. 142.81 Lakhs in the previous year (excluding Other Comprehensive Income). The loss after tax for the financial year 2025-26 stood at Rs. (111.72) Lakhs against a loss after tax for the previous financial year 2024-25 of Rs. (137.37) Lakhs. The other comprehensive income (net of tax) for the financial year 2025-26 is Rs. (7.09) Lakhs as against Rs. (18.61) Lakhs in the previous financial year 2024-25. The detailed overview of the Companys performance during the financial year 2025-26 is given in Annexure-I to the Directors Report ? Management Discussion and Analysis Report.

The increase in revenue reflects an improvement in operational activity and patient inflow during the year. The Company continues to evaluate and implement various strategies to further scale up its performance and optimize operating efficiencies during the upcoming financial year(s).

During the financial year 2025-26, the Company incurred no cash losses, reflecting a tangible operational improvement over the immediately preceding financial year 2024-25 wherein the Company had incurred a cash loss of Rs. 23.60 Lakhs (Rs. 23,60,324.24), as also reported by the Statutory Auditors under Clause 3(xvii) of the Companies (Auditors Report) Order, 2020.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

CHIEF EXECUTIVE OFFICER:

Dr. V. Krishnamurthy resigned from the post of Chief Executive Officer with effect from June 15, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Dr. M Thanigai Vendan as the Chief Executive Officer (CEO) and Key Managerial Personnel (KMP) of the Company in a non- director capacity, with effect from August 11, 2026, pursuant to the applicable provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015.

Directors Appointment / Re-appointment

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has proposed the re-appointment of Mrs. R. Gomathi (DIN: 02900460) as Chairman and Managing Director of the Company for a further period of 3 (three) years with effect from November 11, 2026 to November 10, 2029 on a monthly remuneration of Rs. 1,00,000/- (Rupees One Lakh only), not liable to retire by rotation, subject to the approval of the shareholders by way of a Special Resolution at the ensuing Annual General Meeting (Item No. 3).

Subsequent to the end of the financial year and up to the date of this Report, the Board appointed the following Additional Directors pursuant to Section 161 of the Companies Act, 2013, who hold office up to the date of the ensuing Annual General Meeting:

• Mr. M Karunakaran (DIN: 11874200) was appointed as an Additional Director in the capacity of Non-Executive Independent Director with effect from August 7, 2026, for a term of 5 (five) consecutive years up to August 6, 2031, not liable to retire by rotation (Item No. 4).

• Mr. A F Simeon Telfer (DIN: 11879121) was appointed as an Additional Director with effect from August 11, 2026 (subsequently redesignated as Non-Executive Non- Independent Director effective September 1, 2026), liable to retire by rotation (Item No. 5).

• Mr. R V Ramanuja Bharathi (DIN: 08553270) was appointed as an Additional Director in the capacity of Non-Executive Independent Director with effect from August 11, 2026, for a term of 5 (five) consecutive years up to August 10, 2031, not liable to retire by rotation (Item No. 6).

• Ms. Sindu Chawla (DIN: 11879201) was appointed as an Additional Director with effect from August 11, 2026 (subsequently redesignated as Non-Executive Non- Independent Director effective September 1, 2026), liable to retire by rotation (Item No. 7).

In respect of the above appointments, the Company has received requisite notices in writing from members under Section 160(1) of the Companies Act, 2013, along with the statutory deposit of Rs. 1,00,000/- each, proposing their candidatures for the office of Director. Accordingly, resolutions proposing their appointments are included in the Notice convening the 36th Annual General Meeting under Items 4, 5, 6, and 7 respectively.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Edward M Prabhakar (DIN: 11237027), Director, retires by rotation at the ensuing 36th Annual General Meeting and, being eligible, offers himself for re-appointment (Item No. 2).

A brief profile and other requisite particulars of Mrs. R. Gomathi (DIN: 02900460), Mr. Edward M Prabhakar (DIN: 11237027), Mr. M Karunakaran (DIN: 11874200), Mr. A F Simeon Telfer (DIN: 11879121), Mr. R V Ramanuja Bharathi (DIN: 08553270), and Ms. Sindu Chawla (DIN: 11879201), as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 (SS-2), are enclosed as an Annexure to the Notice of the 36th Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 including changes subsequent to the end of the financial year and up to the date of this Report is as mentioned below:

Name	Designation
Mrs. R. Gomathi	Chairman and Managing Director
Mrs. Jayanthi Radhakrishnan	Managing Director
Dr V Krishnamurthy	Chief Executive Officer Resigned w.e.f. 15th June 2026
Dr M Thanigai Vendan	Chief Executive Officer Appointed w.e.f. 11th August 2026
Mr. Dambaru Dhar Jena	Chief Financial Officer
Mrs. M.S. Anantha Lakshmi	Company Secretary & Compliance Officer Appointed w.e.f. 9th January, 2026

DIVIDEND:

During the Financial year ended 2025-26, the Company has reported Net Loss after Tax of Rs. 111.72 Lakhs accordingly your Board of Directors has not recommended any dividend for said financial year.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

In compliance with the provisions of Section 124 of the Companies Act, 2013 and rules made thereunder the Company had no unclaimed dividend to be transferred to Investor Education and Protection Fund and there is no unclaimed dividend lying in the Companys Unpaid Dividend Account. In view of the above, the Company was not required to transfer any amount to Investor Education and Protection Fund.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

For the financial year ended 31st March, 2026, the Company has not proposed to carry any amount to General Reserve Account.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture, or Associate Company during the year under review. Accordingly, reporting on the performance and financial position of each subsidiary, associate, and joint venture in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 and Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31,2026 was Rs. . 746.89 Lakhs. The Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the business activities of the Company.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI(LODR) Regulations, 2015 and further circular(s) issued by SEBI on “Guidance note on Board evaluation”, the evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors. The Independent Directors have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee carried out evaluation of performance of each Director. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31st March, 2026 based on various aspects which inter-alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.

The board and the committees were evaluated on various criteria as stated below:

1. Composition of the Board and Committees.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committees.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of Directors and Managing Director based on following criteria:

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board.

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession plan and prepares for the succession in case of any exigencies.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS, AUDIT COMMITTEE AND OTHER COMMITTEES:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performances of the Company. The Board Meetings are pre- scheduled and a tentative annual calendar of the Board meeting is circulated to the Directors well in advance to facilitate the Directors to plan their schedules. The details of number of board meetings and other committee meetings held during the Financial Year 2025-26 are as follows:

BOARD MEETINGS

Name	Date of Meetings
	29.05.2025	13.08.2025	03.09.2025	13.11.2025	09.01.2026	11.02.2026
R. Gomathi	Attended	Attended	Attended	Attended	Attended	Attended
Jayanthi Radhakrishnan	Attended	Attended	Attended	Attended	Attended	Attended
K. Meyyanathan	Attended	Attended	Attended	Attended	Attended	Attended
N. Rajkumar	Attended	Attended	Attended	Attended	Attended	Attended
Edward Prabhakar	Not Applicable	Not Applicable	Attended	Attended	Attended	Attended
Akash Prabhakar	Not Applicable	Not Applicable	Attended	Attended	Attended	Attended
K. M. Mohandass	Not Applicable	Not Applicable	Not Applicable	Attended	Leave of absence	Attended
Shama Dhilip	Not Applicable	Not Applicable	Not Applicable	Attended	Attended	Attended

AUDIT COMMITTEE MEETINGS

Name	Date of Meetings
	29.05.2025	13.08.2025	13.11.2025	09.01.2026	11.02.2026
R. Gomathi	Attended	Attended	Attended	Not Applicable	Not Applicable
Jayanthi Radhakrishnan	Not Applicable	Not Applicable	Not Applicable	Attended	Attended
K. Meyyanathan	Attended	Attended	Attended	Attended	Attended
N. Rajkumar	Attended	Attended	Attended	Not Applicable	Not Applicable
K. M. Mohandass	Not Applicable	Not Applicable	Not Applicable	Leave of absence	Attended
Shama Dhilip	Not Applicable	Not Applicable	Not Applicable	Attended	Attended

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Name	Date of Meetings
	29.05.2025	13.08.2025	03.09.2025	13.11.2025	09.01.2026	11.02.2026
K. Meyyanathan	Attended	Attended	Attended	Attended	Not Applicable	Not Applicable
N. Rajkumar	Attended	Attended	Attended	Attended	Not Applicable	Not Applicable
Jayanthi Radhakrishnan	Attended	Attended	Attended	Attended	Not Applicable	Not Applicable
Akash Prabhakar	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Attended	Attended
K. M. Mohandass	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Leave of absence	Attended
Shama Dhilip	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Attended	Attended

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Date of Meetings	R. Gomathi	K. Meyyanathan	N. Rajkumar	K. M. Mohandass	Shama Dhilip
24.04.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
29.05.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
05.06.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
12.06.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
07.08.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
13.08.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
26.08.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
11.09.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
23.09.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
30.10.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
06.11.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
13.11.2025	Attended	Attended	Attended	Not Applicable	Not Applicable
04.12.2025	Attended	Not Applicable	Not Applicable	Attended	Attended
11.02.2026	Attended	Not Applicable	Not Applicable	Attended	Attended

COMPOSITION OF BOARD:

Mrs. R.Gomathi (DIN: 02900460)	Chairman and Managing Director
Mrs. Jayanthi Radhakrishnan (DIN: 09025308)	Managing Director
Mr. Edward M Prabhakar (DIN: 11237027)	Non Executive Non Independent Director
Mr. Akash Prabhakar (DIN 09787348)	Non Executive Non Independent Director
Mrs. Shama Dhilip (DIN: 11252717)	Non Executive Independent Director
Mr. K Meyyanathan (DIN: 07845698) Cessation-Term expired w.e.f 19th May, 2026	Non Executive Independent Director
Mr. K M Mohandass (DIN: 00707839) resigned w.e.f. 14th March,2026	Non Executive Independent Director
Mr. N Rajkumar (DIN: 00617000) Cessation- Term expired w.e.f 8th June, 2026	Non Executive Independent Director
Mr. M Karunakaran (DIN: 11874200) appointed w.e.f. 7th August 2026	Non Executive Independent Director
Mr. A F Simeon Telfer (DIN: 11879121) appointed w.e.f. 11th August 2026	Non Executive Non Independent Director
Mr. R V Ramanuja Bharathi (DIN: 08553270) appointed w.e.f. 11th August 2026	Non Executive Independent Director
Ms. Sindu Chawla (DIN: 11879201) appointed w.e.f. 11th August 2026	Non Executive Non Independent Director

No. of Board Meetings: 6

Date of Meeting: 29.05.2025, 13.08.2025, 03.09.2025, 13.11.2025, 09.01.2026, and 11.02.2026.

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

COMPOSITION OF COMMITTEES OF BOARD:

Name of the Committee	Composition of the Committee as on 31st March 2026 / No of times the committee met	Highlights of duties, responsibilities & Activities
Audit Committee	Mr. K M Mohandass (DIN: 00707839) (Independent D i recto r) , C ha irm a n of th e Committee.	,=> The Audit Committee functions with in the terms of reference mandated under Section 177 of the Companies Act, 2013, and voluntarily incorporates relevant operational guidelines under SEBI (LODR) Regulations, 2015 to promote transparency.
	Mr. K.Meyyanathan (DIN: 07845698) (Independent Director), Member	,=> The current Terms of Reference fully conform to the requirements of the Companies Act.
	Mrs. Jayanthi Radhakrishnan (DIN: 09025308) (Managing Director), Member
	Mr. Bharatraj Panchal
	Secretary of the Committee (Company Secretary till 14.07.2025)
	Mrs. M.S.Anantha Lakshmi Secretary of the Committee (Company Secretary w.e.f. 09.01.2026)	i=> The Audit committee is responsible for overseeing the Companys financial reporting process, reviewing the quarterly/half-yearly/annual financial statements, reviewing with the management the financial statements and adequacy of internal audit function, recommending the appointment/re-appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues.
	The Committee met five times on 29.05.2025, 13.08.2025, 13.11.2025, 09.01.2026, and 11.02.2026.
	Note: Consequent to the resignation of Mr. K. M. Mohandass, the completion of tenure of Mr. K. Meyyanathan and Mr. N. Rajkumar, and the appointments of Mr. M. Karunakaran, Mr. A. F. Simeon Telfer, Mr. R. V. Ramanuja Bharathi, and Ms. Sindu Chawla, the Board committees were reconstituted. The updated composition of each committee as on the date of Boards Report is detailed below:
	Mr. M. Karunakaran - Chairman
	(DIN: 11874200), Independent Director	i=> The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.
	Mrs. Shama Dhilip - Member (DIN: 11252717), Independent Director	c=> During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013.
	Mrs. Jayanthi Radhakrishnan - Member (DIN: 09025308), Managing Director	CEO/CFO CERTIFICATION by Dr. V. Krishnamurthy, Chief Executive Officer and Mr. Dambaru Dhar Jena, Chief Financial Officer as required under SEBI (LODR) REGULATIONS, 2015 was placed before the Board at its meeting held on 25th May, 2026.
Nomination & Remuneration Committee	Mr. N. Rajkumar (DIN:00617000) (Independent Director), Chairman of the Committee.	i=> Constituted pursuant to Section 178 of the Companies Act, 2013.
	Mrs. Shama Dhilip (DIN: 11252717) (Independent Director), Member	?=> To fix salary allowances and other perks to senior level personnel as and when appointed by the Company.
	Mr. Akash Prabhakar (DIN 09787348) (Director), Member	REMUNERATION POLICY: The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.
	Mrs. M.S.Anantha Lakshmi Secretary of the Committee (Company Secretary w.e.f. 09.01.2026)
	The Committee met six times on 29.05.2025, 13.08.2025, 03.09.2025, 13.11.2025, 09.01.2026, and 11.02.2026.
	Note: Consequent to the resignation of Mr. K. M. Mohandass, the completion of tenure of Mr. K. Meyyanathan and Mr. N. Rajkumar, and the appointments of Mr. M. Karunakaran, Mr. A. F. Simeon Telfer, Mr. R. V. Ramanuja Bharathi, and Ms. Sindu Chawla, the Board committees were reconstituted. The updated composition of each committee as on the date of Boards Report is detailed below:
	Mrs. Shama Dhilip - Chairman (DIN: 11252717), Independent Director
	Mr. R.V Ramanuja Bharathi - Member (DIN: 08553270), Independent Director
Stakeholders Relationship Committee	Mr. Akash Prabhakar - Member (DIN 09787348), Non-Executive Director Mr. K. Meyyanathan (DIN:07845698) (Independent Director), Chairman of the Committee.	?=> Constituted pursuant to Section 178 of the Companies Act, 2013.
	Mr. N. Rajkumar(DIN:00617000) (Independent Director), Member	?=> During the year 2025- 2026, no investor complaints were received by the Company, and no grievances were pending as on 31st March 2026.
	Mr. Edward M Prabhakar (DIN: 11237027) (Director), Member	The Committee also approved share transfers, transmissions, and the issue of duplicate share certificates, among other routine matters.
	Mrs. M.S.Anantha Lakshmi
	Secretary of the Committee (Company Secretary w.e.f. 09.01.2026)
	The Committee met fourteen times on 24.04.2025, 29.05.2025, 05.06.2025, 12.06.2025, 07.08.2025, 13.08.2025, 26.08.2025, 11.09.2025, 23.09.2025, 30.10.2025, 06.11.2025, 13.11.2025, 04.12.2025, 11.02.2026
	Note: Consequent to the resignation of Mr. K. M. Mohandass, the completion of tenure of Mr. K. Meyyanathan and Mr. N. Rajkumar, and the appointments of Mr. M. Karunakaran, Mr. A. F. Simeon Telfer, Mr. R. V. Ramanuja Bharathi, and Ms. Sindu Chawla, the Board committees were reconstituted. The updated composition of each committee as on the date of Boards Report is detailed below:
	Mr. R.V Ramanuja Bharathi - Chairman (DIN: 08553270), Independent Director
	Mr. M. Karunakaran - Member (DIN: 11874200), Independent Director
	Mr. Edward Prabhakar - Member (DIN 11237027), Non-Executive Director

DECLARATION OF INDEPENDENCE AND INDEPENDENT DIRECTORS COMMITTEE / MEETINGS

The Company has received necessary declarations from all its Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as of 31st March 2026. These declarations were duly taken on record by the Board of Directors at its meeting.

In the opinion of the Board, all the Independent Directors appointed during the year are persons of integrity and possess relevant expertise, experience, and proficiency in their respective fields.

All Independent Directors of the Company have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) in compliance with Section 150 of the Companies Act, 2013 read with the applicable rules. Further, regarding the requirement to undertake the online proficiency self-assessment test within two years from the date of inclusion in the Databank, Majority of the Directors have either passed the requisite test or are exempted in accordance with the prescribed criteria under the Act and Rules.

The Company has in place an Independent Directors Committee as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors was held on 11th February 2026 without the presence of Non-Independent Directors and members of the Management.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. The Nomination and Remuneration Policy got amended by the Board on recommendation of the Committee on 11th August 2026. The policy also lays down the criteria for selection and appointment of Board Members. The Remuneration Policy is available on the website of the company. The salient features of the policy are given below:

Nomination & Remuneration Policy:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. Committee Formulation & Composition: The Nomination and Remuneration Committee (NRC) must be constituted with a minimum number of members who meet non-executive and independence requirements, and its Chairperson must be an Independent Director pursuant to the Companies Act, 2013 and SEBI LODR Regulations.

2. Executive Directors Remuneration & Governance: The NRC recommends the remuneration structure for Executive Directors?comprising fixed pay, performance-linked remuneration, benefits, and allowances?which must align with company performance and adhere to statutory limits (including Schedule V of the Act during periods of inadequate profits).

3. Non-Executive & Independent Directors Compensation: Non-Executive and Independent Directors may receive remuneration, sitting fees, or commission reflecting their responsibilities and time commitments, subject to statutory limits, Articles of Association, and shareholder approvals.

4. Independent Directors Evaluation & Independence: The NRC is tasked with periodically assessing the independence of Independent Directors against statutory criteria, focusing on financial/business relationships, conflicts of interest, ties with promoters/directors, and the ability to exercise objective judgment.

5. Board & Director Tenure: The tenure and retirement rules for all Directors, including Executive and Independent Directors, are strictly governed by the Act, SEBI LODR Regulations, and the Articles of Association without granting automatic rights of extension beyond statutory limits.

6. Annual Board Evaluation Framework: The Board must conduct an annual performance evaluation of the Board as a whole, its Committees, individual Directors, and the Chairperson based on criteria such as meeting attendance, participation, quality of independent judgment, strategic oversight, risk governance, and diversity contributions.

RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and as per the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy duly approved by the Board which is periodically reviewed by the management. The main objective of the companys Risk Management Policy is to ensure the effective identification and reporting of risk exposures, involvement of all departments and employees in risk management, to ensure continuous growth of business and protect all the stakeholders of the Company.

The Audit Committee and Board of Directors consider the risk exposure before approving a strategic decisions taken by the Company. Further the Company has strong internal control system in place to identify the risks at any stage of the business. This internal control system

is further reviewed by the internal auditors of the Company and a report is submitted to the Audit Committee. The Committee based on the report of internal auditors advises on the necessary action to be taken in case of any deviation from required standards.

AUDITORS AND THEIR REPORT:

In line with the requirements of the Companies Act, 2013, the Company, with the approval of the shareholders at the Annual General Meeting held on 20th September 2024, appointed M/s. Elias George & Co., Chartered Accountants LLP (Firm Registration No. 000801S) as the Statutory Auditors of the Company to hold office from the conclusion of 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting (AGM) at such remuneration plus applicable taxes and out of pocket expenses, as may be determined and recommended by the Audit Committee and approved by the Board of Directors of the Company.

As required under Regulation 33 of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by M/s. Elias George & Co Chartered Accountants LLP on the Financial Statements of the Company for the year ended 31st March 2026 is provided in the financial section of the Annual Report.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their report.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Companys product does not fall under the purview of Cost Audit.

INTERNAL AUDIT:

As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under, M/s. R. Baskaran & Co., Chartered Accountants were appointed as Internal Auditors of the Company for the financial year 2026-27.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report - Annexure I.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there and Regulation 24A of the Listing Agreement, the Board of Directors have recommended to the shareholders for approval the appointment of Mr. T. Murugan, Practising Company Secretary (Membership No. A11923/C.P.No.4393) to undertake the Secretarial Audit of the Company for the financial year 2026-27 (Refer Item No 8 of the Notice). The Secretarial Audit

Report for the year 2025-26 is included as “Annexure II” and forms an integral part of this Report. The Secretarial Audit Report was placed before the Board on 25.05.2026 There are no qualification, reservation and adverse remarks in the Secretarial Audit Report, however there are two observations, the explanation/ comments of the Board are provided below:

With reference to the 1st observation regarding the delay in appointing a Compliance Officer within three months under Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the delay occurred while identifying a suitable candidate. The Company has since regularized the requirement by appointing a Company Secretary and Compliance Officer effective January 9, 2026.

In response to the 2nd observation in the Secretarial Audit Report regarding the delay in filing quarterly e-TDS returns on interest payable on the loan of late Mr. A.N. Radhakrishnan (former Director) for FY 2023-24, 2024-25, and 2025-26, the Board wishes to state that the Company is actively pursuing the matter and the filings will be completed soon.

ANNUAL RETURN:

The Annual Return for the previous financial year 2024-25 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed at www.cmmh.in/#investors

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

During the financial year 2025-26, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under. All the Directors have disclosed their interest in Form MBP-1 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Disclosure in Form AOC-2 under Companies (Accounts) Rules, 2014 is attached (ANNEXURE-III).

The details of the related party transactions as required under Indian Accounting Standard - 24 (Ind AS 24) are set out in Note to the standalone financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans, guarantees or made any investments within the purview of Section 186 of the Companies Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER / INSIDER TRADING POLICY:

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with provisions of Section 177 (10) of the Companies Act, 2013. The policy provides a mechanism to the Directors and Employees to voice their concerns regarding irregularities in the Company in an effective manner. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. There were no complaints received during the year 2025-26.

The amended policy pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from 1st April, 2019 has been uploaded in the website of the Company at www.cmmh.in

PUBLIC DEPOSITS:

The Company has not accepted and/or renewed any public deposits from the public during the financial year 2025-26 under review within the meaning of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

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

The Company is committed to providing a safe and conducive work environment free from sexual harassment. An Internal Complaints Committee (ICC) has been duly constituted in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31, 2026, the details of complaints received and disposed of are as follows:

Particulars	Numbers
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending for more than 90 days	Nil
Number of complaints pending resolution at the end of the year	Nil

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to providing a supportive and equitable work environment for women. During the financial year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961, including the provision of maternity leave, medical benefits, and other statutory entitlements to eligible employees.

HUMAN RESOURCES AND WORKFORCE DETAILS

The Company considers its employees to be its most valuable asset and continues to foster an inclusive, safe, and collaborative work environment. As of March 31, 2026, the total employee strength of the Company stood at 223.

The gender diversity breakdown of employees as on the closure of the financial year is as follows:

Category	Number of Employees	Percentage (%)
Male	84	37.67
Female	139	62.33
Transgender / Non-Binary	-	-
Total	223	100%

MAINTENANCE OF COST RECORDS

The provisions of Section 148(1) of the Companies Act, 2013 regarding the maintenance of cost records are not applicable to the Company for the financial year ended March 31,2026.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24a, 25, 26, 27, and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V are not mandatory for the Company, as its paid-up equity share capital does not exceed Rs. 10.00 Crore (paid-up capital: Rs. 746.89 Lakhs) and net worth does not exceed Rs. 25.00 Crore as on the last day of the preceding financial year. The Company has duly informed the Bombay Stock Exchange (BSE Limited) regarding the non-applicability of the Corporate Governance framework. Consequently, a separate Corporate Governance Report is not required to be incorporated in this Annual Report.

However, as a measure of sound corporate administration and voluntary adherence to best governance practices, the Company has constituted the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, and carried out board processes in full compliance with the applicable provisions of Sections 177 and 178 of the Companies Act, 2013, read with Secretarial Standards (SS-1 and SS-2) issued by the ICSI.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2025-26 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 24th September, 2026 to 30th September, 2026 (both days inclusive).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2026 and of the statement of profit and loss of the Company for the financial year ended 31st March, 2026;

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The annual accounts have been prepared on a ‘going concern basis;

Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

PERSONNEL:

None of the employees except Chief Executive Officer of the Company drew remuneration which in the aggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name	Designation and nature of duties	Age (Years )	Qual ifi- cati on	Experi- ence (Years)	Last Employment & post held	Date of commence- ment of employmen t	Gross Remuneratio n (f. in Lakhs)
Dr.V. Krishnamurthy**	Chief Executive Officer. Overall Management of Affairs of the Company	69	M.D, D.M.	45	Consultant, Rheumatologist, Apollo & Fortis Malar Hospital	01.01.2009	240 Per annum

*Not a relative of any Director of the Company.

** Resigned w.e.f. 15th June 2026 No of Shares held: 1691 (0.02%)

PARTICULARS OF REMUNERATION:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details of the ratio of remuneration of each Director to the median employees remuneration is furnished hereunder:

Sl. No.	Name	Designation	Remuneration for FY 2025- 26 (excluding sitting fees)	Remuneration for FY 2024- 25 (excluding sitting fees)	Increase in remunerati on from previous year	Ratio / times per median of employee remunerati on
1	R. Gomathi	Managing Director	12.00	12.00	-	4.78
2	Dr. V. Krishnamurthy (till 15.06.2026)	Chief Executive Officer	240.00	240.00		95.69
3	Bharatraj Panchal (till 14.07.2025)	Company Secretary	4.55	15.60		1.81
4	M.S. Anantha Lakshmi (from 09.01.2026)	Company Secretary	3.12			1.24
5	Dambaru Dhar Jena	Chief Financial Officer	7.80	7.15	0.65	3.11
6	K. Meyyanathan	Independent Director
7	N. Rajkumar	Independent Director
8	K.M. Mohandass	Independent Director
9	Shama Dhilip	Independent Director
10	Edward M Prabhakar	Director	-	-	-	-
11	Akash Prabhakar	Director	-	-	-	-

 

The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:	Managing Director : - Chief Executive Officer : - Company Secretary : - Chief Financial Officer : 9.09%
The percentage increase in the median remuneration of employees in the financial year	5.81%
The number of permanent employees on the rolls of company	223

Increase of remuneration for employees was in the varying range of 5% to 10% and for KMP the increase was in the range of 0% to 9.09% for the year. The revision in remuneration was applied for CFO salary to match additional roles and responsibilities.

We affirm that the remuneration paid during the period under review is as per the Remuneration Policy of the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is set out herewith as “Annexure (IV)” to this Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS:

During the year, the Company has not received any significant and material orders passed by the Regulators or courts or tribunals which would affect the going concern status of the Company and its future operations.

APPOINTMENT OF COMPANY SECRETARY AND REGULATORY COMPLIANCE:

Consequent to the resignation of the erstwhile Company Secretary on July 14, 2025, the Board appointed a new Whole-time Company Secretary and Compliance Officer effective January 9, 2026. The appointment was completed within the statutory period of six months prescribed under Section 203(4) of the Companies Act, 2013. However, on account of the 3- month timeline under Regulation 6(1) read with Regulation 26A of the SEBI (LODR) Regulations, 2015, BSE Limited levied a penalty under its SOP framework. Following the rejection of the Companys waiver application on March 20, 2026, the Company duly remitted the penalty for the quarter ended December 31, 2025, on March 23, 2026, and further remitted the requisite penalty on April 10, 2026, towards the 8-day delay pertaining to the fourth quarter, thereby regularizing all compliance requirements.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the Financial Year ended 31st March, 2026. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report or the Financial Year ended 31st March, 2026.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal control systems which is commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies of the company. There is involvement from both management and functional heads with periodic meetings to discuss issues, weaknesses and progress of the companys internal financial control program.

The internal audit conducted for every quarter further scrutinizes the functioning of various areas of operations and gives its observation to the Audit Committee. Required action is taken based on the decision of the Audit Committee on the observations by the internal auditor.

Various processes like procurements, maintenance, marketing, accounting etc. are reviewed periodically both internally and by the internal auditors in a way which is commensurate with size & complexity of operations of the Company.

The above process helps the company in taking precautionary measures, making the existing process more efficient, bringing accuracy in accounting which enables orderly conduct of the business.

PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NAMES OF TOP 10 EMPLOYEES OF THE COMPANY IN TERMS OF REMUNERATION DRAWN (OTHER THAN KEY MANAGERIAL PERSONNEL)

S. N O	EMPLOYEE NAME	Nature of Employme nt	Designation	QUALIFICA TION	EXP ERI ENC E	Remuner ation (Rs.) (per month)	DOJ	DOB & AGE	LAST EMPLOYMENT
1	MR. SEKAR. K	Permanent	INSURANCE CO- ORDINATOR	B.Sc (PHYSICS)	16 yrs	40,000	16.04.2009	11.02.1969 - 57 Years	Initial Employment
2	MRS. GUNAVATHI. K	Permanent	SUPERVISOR	Dip in General Nursing and Midwifery	13 yrs	38,600	01.10.2012	11.06.1970 - 56 Years	Initial Employment
3	MR. MOHAN. K	Permanent	MAINTENANCE SUPERVISOR	M.A (PUBLIC ADMINISTR ATION)	29 yrs	38,000	02.12.1996	06.10.1968 - 57 Years	Initial Employment
4	MRS. LISSAMMA JOLLY	Permanent	STAFF NURSE	ANM	16 yrs	36,000	01.10.2009	03.09.1969 - 56 Years	Initial Employment
5	MR. MANIKANDAN. S	Permanent	INSURANCE COORDINATOR /PRO	HSC	16 yrs	36,000	07.01.2009	06.08.1980 - 46 Years	Initial Employment
6	MRS. SELVAKILI. R	Permanent	NURSING SUPERVISOR	ANM	10 yrs	36,000	17.08.2015	15.05.1970 - 56 Years	Initial Employment
7	MR. DHANASEKAR. R	Permanent	BILLING OFFICER	M.A (PUBLIC ADMINISTR ATION)	29 yrs	35,150	18.08.1997	28.06.1969 - 57 Years	Initial Employment
8	MR. VENKATESAN. G	Permanent	MALE NURSE	Dip in General Nursing and Midwifery	25 yrs	35,026	26.01.2000	18.06.1973 - 53 Years	Initial Employment
9	MR. MOHAN. A	Permanent	BILLING OFFICER	M.A (PUBLIC ADMINISTR ATION)	29 yrs	34,840	02.12.1996	06.10.1968 - 57 Years	Initial Employment
10	MS. VITTORANJINI	Permanent	STAFF NURSE	Dip in General Nursing and Midwifery	24 yrs	34,500	21.08.2002	08.08.1978- 48 years	Initial Employment

DUES TO SMALL & MICRO ENTERPRISES

Dues outstanding more than Rs. .1,00,000/- to Small and Micro Industrial Units: Nil

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Human Resource is the foundation for any organization and its primary objective is to ensure the availability of competent and suitable workforce to the organisation as well as to meet the needs, aspirations, values and dignity of individuals/employees having due concern for the socio-economic problems of the people of the country. The employees are compensated with suitable remuneration based on the size of operations and achievement of the goals of the department. There have been no major disputes during the financial year and the Company enjoys cordial relationship with all its employees.

SOCIAL RESPONSIBILITY:

Your Company believes in importance of education in the growth of individuals and the economy as whole.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria i.e. net worth or turnover or net profit, as prescribed in Section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility provisions.

CAUTIONARY STATEMENT:

Shareholders and readers are cautioned that in the case of data and information external to the Company, no representation is made regarding its accuracy or completeness, though the same is based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the Management reflect its assessment of material impacts on the Companys operations; however, these are not exhaustive and include forward-looking statements subject to risks and uncertainties. Actual results, performance, achievements, or sequences of events may differ materially from the views expressed herein.

ACKNOWLEDGEMENT:

Your Directors would like to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors acknowledge the ongoing trust and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on deep appreciation for the contribution made by employees at all levels.

Your Directors extend its heart felt gratitude for the continued support and trust by the shareholders on the Company.

	For and on behalf of the Board of Directors
	of Chennai Meenakshi Multispeciality Hospital Limited
R. Gomathi	Jayanthi Radhakrishnan
Chairman and Managing Director	Managing Director
(DIN: 02900460)	(DIN:09025308)
Place: Chennai
Date: 1st September 2026