Global Health Ltd Directors Report

Post closure of financial year, keeping in line the past trend of dividend payment, for FY 2025-26, the Board of Directors at its meeting held on May 14, 2026 recommended final dividend to the shareholders for their approval in ensuing Annual General Meeting ("AGM") of RS. 0.50 per equity share. The said dividend once approved by the Members shall be paid within prescribed timelines to all shareholders who hold shares as on record date i.e. August 14, 2026.

Pursuant to Section 124 of the Act, the dividends that are unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF) along with the underlying shares on which such dividend remains unclaimed. During the period under review, no amount pertaining to dividend was required to be transferred to the IEPF.

DEPOSITS

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

TRANSFER TO RESERVE

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

SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

During the year under review, the Authorised Share Capital of the Company was RS. 2 33,52,49,984/- (Rupees Two Hundred Thirty Three Crores Fifty Two Lakhs Forty Nine Thousand Nine Hundred Eighty Four Only) divided into 116,76,24,992 (One Hundred Sixteen Crores Seventy Six Lakhs Twenty Four Thousand Nine Hundred Ninety Two Only) Equity Shares of RS. 2 /-(Rupees Two only) each.

Further, no reclassification or subdivision of the authorised Share Capital undertaken during the Financial Year ended.

Further, during the year under review, the Issued, Subscribed and Paid-up Equity Share Capital was increased from RS. 53,71,74,764/- (Rupees Fifty Three Crore Seventy One Lakh Seventy Four Thousand Seven Hundred Sixty Four Only) divided into 26,85,87,382 (Twenty Six Crore Eighty Five Lakhs Eighty Seven Thousand Three Hundred Eighty Two Only) Equity Shares of RS. 2 /- (Rupees Two Only) each to RS. 53,75,80,764/- (Rupee Fifty Three Crore Seventy Five Lakh Eighty Thousand Seven Hundred Sixty Four Only) divided into 26,87,90,382 (Twenty Six Crore Eighty Seven Lakhs Ninety Thousand Three Hundred Eighty Two Only) Equity Shares of RS. 2 /- (Rupees Two Only) each pursuant to allotment of Equity Shares under GHL ESOP 2016 and GHL LTIP Plan 2024, as detailed under :

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

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"), the Depositories, for facilitating the various services like Dematerialization of shares, Corporate Actions, Pledging of securities, e-voting etc. The Annual Custody fees for the FY 202526 has been paid to both the Depositories.

DEBENTURES

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

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2026, your Company has three (3) wholly-owned subsidiaries viz. Global Health Patliputra Private Limited ("GHPPL"), GHL Pharma & Diagnostic Private Limited ("GHL Pharma"), Global Health Institute of Medical Sciences Foundation ("GHIMS") and one (1) subsidiary i.e. GHL Hospital Limited in which the Company holds 50 % stake. All subsidiaries of the Company are managed by their respective Board of Directors in the best interest of those companies and their shareholders.

In accordance with Section 129(3) of the Act, the Company has prepared the Consolidated Financial Statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Boards Report. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 47 of the Consolidated Financial Statements for Financial Year ended March 31, 2026.

In terms of Policy, GHPPL qualifies as Material Subsidiary for FY 2026-27.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments that have occurred between March 31, 2026 and as on the date of this Report, other than those disclosed in this Report and the Financial Results, forming part of this Report or forming part of other financial results/ outcomes duly shared with the Stock Exchanges.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act and schedule V of the Listing Regulations are given in the Note No. 9 (Loan) and Note No. 8 (Investment) to the Standalone Financial Statements.

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

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

EMPLOYEE STOCK OPTION SCHEMES

During the financial year under review, the Company has three (3) Stock Option Schemes viz. Employees Stock Option Scheme 2014 ("ESOP 2014"), Employees Stock Option Scheme 2016 ("ESOP 2016") and GHL Employee Long Term Share Based Incentive Plan 2024 ("GHL LTIP 2024"), in alignment with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). The GHL LTIP 2024 was implemented through trust route for which during FY 2025-26, the Company has established GHL Employees Welfare Trust (Trust), and relevant trust deed was executed and registered. The GHL LTIP 2024 provides for grant of ESOPs and/or allocation of shares (ESPS) through both primary route and secondary route.

During the year under review, no fresh grants were made under ESOP 2014 and ESOP 2016 and only 4,000 vested options under ESOP 2016 were exercised by one employee. Consequently, no options remained outstanding under ESOP 2014 and ESOP 2016 and the Nomination and Remuneration Committee, at its meeting held on August 06, 2025, formally closed ESOP 2014 and 2016 as all options granted under both the schemes have been fully exercised.

During the year under review, under GHL LTIP 2024, following options/shares were granted/allocated:

i. Part A-GHL Employees Stock Option Scheme, 2024

ii. Part B-GHL Employees Stock Purchase Scheme, 2024

Further, in addition to above, during FY 2025-26 the Trust has acquired 1,00,000 equity shares from secondary market against whicRs. 10,000 ESOPs were granted.

Since the Company has not opted for expensing of share based employee benefits using the intrinsic value, the requirement of disclosure required under SEBI SBEB & SE Regulations, of the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value including the impact of this difference on profits and on earnings per share ("EPS"), in the Boards report of the company is not applicable.

There were no material change in the aforesaid ESOP Plans, except as stated above, and the above ESOP Plans are in compliance with the SEBI SBEB & SE Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board

The Company has a balanced and diverse Board. The Companys Board has an optimum mix of Executive and Non-Executive Directors, to maintain independence and separate the functions of governance and management. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act. As on March 31, 2026, the Board consists of 10 (Ten) Directors, comprising of 2 (Two) Executive Directors and 8 (Eight) Non-Executive Directors out of whicRs. 5 (Five) are Independent Directors [including 1(one) Women Independent Director]. Dr. Ravi Gupta acts as Lead Independent Director. The composition of the Board and various Committees of the Board are set out in the Corporate Governance Report which forms part of this Report.

Change in Board of Directors

During the year under review, Ms. Shonan Purie Trehan was appointed as Non-Executive Non- Independent Director w.e.f. March 13, 2026 through passing of resolution by Postal Ballot.

Retire by Rotation

Mr. Pankaj Sahni (DIN: 07132999), Group CEO & Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 152(6) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, offers himself for reappointment.

Appropriate resolution for his re-appointment is being placed for approval of the Shareholders of the Company at the ensuing AGM. The Board, based on the recommendation of the Nomination and Remuneration

Committee, in its meeting held on July 30, 2026 considered the said re-appointment and noted that it is in the interest of the Company and hence has recommended the same to the Shareholders for approval in ensuing AGM.

Declaration of Independence from Independent Directors.

Salient features of NRC Policy

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

• Ensure a fair and transparent mechanism for determining remuneration;

• Establish performance evaluation criteria for Directors and Board Committees;

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

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

• Facilitate succession planning for leadership roles.

REMUNERATION OF DIRECTORS,

KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

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

As on March 31, 2026, the total numbers of

permanent employees on the rolls of the Company (standalone) are as under:

RELATED PARTY TRANSACTIONS

Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length.

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2025-26 were in the ordinary course of business and on arms 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 Companys policy on dealing with related party transactions. Further, during the year under review, there were no material related party transaction(s) or other related party transactions which are not at arms length basis. Further, all Related Party Transactions entered by the Company do not have any potential conflict with the interest of the Company. The Related Party Transactions approved by the shareholders in previous year(s) continue to be within the limits as approved.

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

AUDITOR AND AUDITORS REPORT Statutory Auditors

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

Further, the Audit Report issued by the Statutory Auditors on the Financials Statements (Standalone and Consolidated) of the Company for FY 2025-26 is annexed to the Financial Statements, forming an integral part of this Annual Report. The said Report is self- explanatory and does not contain any qualification, reservation, adverse remarks or disclaimers.

Internal Auditors

M/s Pricewaterhousecoopers, Services LLP were the Internal Auditors of the Company during the year under review.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions

as per the scope of work assigned and placed their reports at the meetings of the Audit Committee and Board, during quarterly intervals.

Secretarial Auditors

The Shareholders of the Company in the 21^st Annual General Meeting held on September 19, 2025 have approved appointment of M/s MAKS & Co., Company Secretaries (FRN P2018UP067700) as Secretarial Auditors to conduct secretarial audit for a period of five financial years commencing from the Financial Year 2025-26 till Financial Year 2029-30.

Further, the Secretarial Audit Report for the Financial Year ended March 31, 2026 is attached herewith as Annexure 3. In compliance with the requirements of Listing Regulations, Secretarial Audit Report of Material Wholly Owned Subsidiary viz. GHPPL is also attached herewith as Annexure 3. The Secretarial Audit Reports form integral part of this Boards Report and are selfexplanatory and do not contain any qualification, reservation or adverse remark.

Cost Auditors

In term of Section 148 of the Act, the Company is required to maintain cost records and get them audited every year. Accordingly, such accounts and records were made and maintained for the Financial Year 2025-26.

M/s Ramanath Iyer & Co., Cost Accountants, (Firm Registration No. 000019), were appointed to carry out Audit of Cost Records of the Company for the FY 2025-26. The Cost Auditors have issued their unqualified Report for the Financial Year 2025-26, which has been taken on record by the Audit Committee and the Board of Directors at their respective meetings.

Further, the Board, in its meeting held on July 30, 2026, on the recommendation of the Audit Committee, has approved the re-appointment of M/s Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 000019), as Cost Auditors to carry out Audit of Cost Records of the Company for the Financial Year 2026-27. Requisite proposal seeking approval of remuneration to be paid to the Cost Auditors for the FY 2026-27, by the Shareholders as per Section 148 of the Act, read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing AGM.

DETAILS OF FRAUD REPORTED BY AUDITOR

During the FY2025-26, the Statutory Auditors, Secretarial Auditors, and Cost Auditors have not reported any fraud committed against the Company by its officers or employees, as required to be reported under section 143(12) of the Act read with the rules made thereunder.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of the Annual

RISK MANAGEMENT

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

WHISTLE BLOWER MECHANISM

During the year under review, the Company has received no complaints under whistle blower mechanism of the Company.

CORPORATE SOCIAL RESPONSIBILITY

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

In accordance with the provisions of Section 135 of the Act and Rules made thereunder, your Company has formed a Corporate Social Responsibility (CSR) Committee to monitor CSR activities of the Company. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

under the Act and Rules made thereunder is annexed herewith as Annexure 4 to this Boards Report.

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

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

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

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

Complaints received during the FY 2025-26 under POSH are mentioned below:

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company has adopted a comprehensive maternity leave policy designed to provide robust support and care to female employees during the maternity period. During the FY 2025-26, all requests for maternity leaves have been accepted and granted as per the rules.

INTERNAL FINANCIAL CONTROLS

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each Financial Year.

During Financial Year 2025-26, the Internal Financial controls were examined and evaluated by an independent third party i.e. M/s TRC Corporate Consulting Private Limited and found the same adequate considering the size and scale of the operations of the Company and no reportable material weakness in the design or operation was observed. The Statutory Auditors have also examined the adequacy of internal controls in financial reporting and concluded the same being satisfactory in their report. The Directors have in the Directors Responsibility Statement confirmed the same to this effect. Nonetheless, the Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, in relation to the Annual Financial Statements for the Financial Year 2025-26, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2026 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

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

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the Profit of the Company on standalone basis for the year ended on that date;

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

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

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

OTHER DISCLOSURES

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

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

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

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

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

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

f) The Chairman and Managing Director and Wholetime Director of the Company has not received any remuneration or commission from any of its subsidiaries during FY 2025-26;

g) There was no revision in the financial statements and Boards Report; and

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

ACKNOWLEDGEMENTS

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