Dear Members,
Your Directors are pleased to present the Twenty Seventh Annual Report of your Company "Healthcare Global Enterprises Limited" together with the audited standalone and consolidated financial statements and the auditors report thereon for the financial year ended March 31, 2025.
1. Financial Highlights:
The highlights of standalone and consolidated financial results of your Company and its subsidiaries are as follows:
(INR in million)
| Consolidated | 2024-25 | 2023-24 |
| Income from operations including income from Govt. Grants | 22,228.50 | 19,121.19 |
| Total Expenditure excluding Depreciation, Interest cost, Tax and Exceptional items | 18,355.66 | 15,825.33 |
| Profit including income from Govt. Grant and before other income, Depreciation, Interest cost, Tax and Exceptional items | 3,872.84 | 3,295.86 |
| Other income | 348.14 | 169.42 |
| Depreciation, Finance Charges and Exceptional items | 3,659.05 | 2,791.87 |
| Share of (loss) of equity accounted investees | 7.71 | 3.88 |
| Profit before tax | 569.64 | 677.29 |
| Profit after tax attributable to the owners of the Company | 444.10 | 481.55 |
(INR in million)
| Standalone | 2024-25 | 2023-24 |
| Income from operations including income from Govt. Grants | 12,804.89 | 11,742.83 |
| Total Expenditure excluding Depreciation, interest cost, tax and exceptional items | 10651.73 | 9,700.67 |
| Profit including income from Govt. Grant and before other income, Depreciation, Interest cost, Tax and Exceptional items | 2,153.16 | 2,042.16 |
| Other income | 346.13 | 125.75 |
| Depreciation, Finance Charges and Exceptional items | 2,303.49 | 1,630.87 |
| Profit before tax | 195.80 | 537.04 |
| Profit after tax | 35.27 | 328.00 |
2. Performance Overview:
The standalone and consolidated financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (the Act"), Indian Accounting Standards ("Ind-AS") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
Consolidated Operations:
The consolidated income from operations including income from government grant for FY 2024-25 was INR 22,228.50 million as compared to INR 19,121.19 million in the previous fiscal year, reflecting an increase of INR 3,107.31 million with year-on-year increase of 16.25%. EBITDA in FY 2024-25 was INR 3,872.84 million as compared to INR 3,295.86 million in FY 2023-24, reflecting year-on-year increase of INR 576.98 million. EBITDA margin for the year was 17.42% as compared to 17.24% in FY 2023-24, reflecting a sustained margin. Profit after tax in the current fiscal year was INR 441.10 million as compared to INR 481.55 million in FY 2023-24.
Standalone Operations:
The standalone income from operations including government grants for FY 2024-25 was INR 12,804.89 million as compared to INR 11,742.83 million for the previous financial year, reflecting an increase of 9.04%. Our EBITDA before exceptional items for FY 2024-25 was INR 2,153.16 million with EBITDA margin of 16.82% as against INR 2,042.16 million for FY 2023-24 with EBITDA margin of 17.39%.
For more information on Performance and state of affairs for the Company and its subsidiaries, please refer to the Financial and Operating Highlights in the Management Discussion and Analysis Report.
3. Business and Strategy:
3.1 Business:
The Company is a leading provider of super specialty healthcare services in India, with a strategic focus on oncology. Under the "HCG" brand, we operate Indias largest private cancer care network in terms of the number
of comprehensive cancer centres. Under the "Milann" brand, we also deliver advanced fertility solutions through a network of dedicated centres primarily based out of Bangalore which constitutes about 3% of our business.
Within our HCG network, we have established a reputation for clinical excellence supported by cutting-edge technologies and standardized protocols. Our Specialist Physicians follow multi-disciplinary approach for cancer diagnosis and treatment leveraging cutting edge advanced diagnostic and treatment technology, such as molecular pathology and molecular imaging for precise diagnosis and staging of cancer. These tools enable personalized treatment plans tailored to each patients clinical needs. We also offer targeted nuclear medicine therapies and state- of-the-art radiation techniques, designed to minimize side effects and enhance clinical outcomes. By ensuring the deployment of these advanced technologies across our network, we are able to deliver uniform quality of care to patients across geographies.
The scale of our operations, with a high volume of patient cases, enables us to derive economies of scale through optimal utilization of our equipment, technologies, and specialist expertise. This operational efficiency, combined with a scalable business model, positions us to deliver high-quality healthcare services within a competitive cost structure.
Our commitment to consistent and superior clinical outcomes is underpinned by standardized clinical protocols that guide diagnosis and treatment across our network. Continuous mapping of clinical outcomes and the ongoing refinement of HCG treatment guidelines have driven the standardization of clinical pathways, resulting in sustained improvements in clinical departments performance. Our reputation for clinical excellence, combined with advanced training programs and exposure to global best practices, enables us to attract and retain highly skilled physicians and clinical specialists, a key differentiator in a competitive industry landscape.
Under the "Milann" brand, we operate a network of fertility centres that provide comprehensive reproductive medicine services, including assisted reproduction, gynecological endoscopy, and fertility preservation. Similar to our oncology business, Milann centres follow established clinical protocols and adopt a multidisciplinary, technology- focused approach to diagnosis and treatment, ensuring consistent quality of care and clinical success.
As of March 31, 2025, the HCG network comprised 22 comprehensive cancer centres (including our international centre in Kenya) and 3 multispecialty hospitals across India. In addition, under the Milann brand, we operated 6 fertility centres. Our comprehensive cancer centres integrate expertise, technology, and advanced facilities under one roof, enabling effective diagnosis, treatment, and management of cancer cases. The details of our cancer centres, fertility centres, and facilities under development, together with our service offerings, are provided in the
Management Discussion and Analysis Report forming part of this Annual Report.
As a group, we remain committed to advancing clinical excellence, technological innovation, and patient-centric care, ensuring that we continue to set benchmarks in specialty healthcare delivery in India and beyond.
3.2 Strategy:
Our strategy is centered on driving sustainable and profitable growth through disciplined, capital-efficient investments that maximize returns while minimizing risk. By strengthening our competitive advantage, expanding access through differentiated offerings, and leveraging technology and clinical excellence, we are building scalable models that ensure long-term value creation. With a clear vision to be the market leader in every geography we operate, we remain committed to operational excellence, patient-centric innovation, and strategic expansion that balances growth with profitability.
Our strategy, includes, inter alia:
a) Expand the reach of our cancer care network in India:
We are steadfastly pursuing growth across India by establishing new HCG cancer centres and augmenting the capacity and service offerings at existing locations. We carry out competitive assessment of the markets in which HCG plans to expand the network, based on a number of factors, including the estimated incidence of cancer in the primary and secondary catchment population, the number of comprehensive cancer centres, if any, in the catchment; the average distance patients have to travel to avail of such comprehensive cancer care; affordability of healthcare generally and cancer care in particular; and the available third party payer options, whether corporate, government or private insurance.
In Bengaluru, HCG is launching two advanced comprehensive cancer centres in Whitefield and North Bengaluru, bringing an additional 150 beds by early 2026. These will complement our flagship KR Road and Double Road centres and reduce travel time for patients through expanded day-care facilities. The North Bengaluru facility introduces the MRI-linear accelerator (MR LINAC) system?€”a pioneering radiation technology that merges MRI and linear accelerator functions to enhance precision and outcomes.
In Ahmedabad, the HCG Aastha Cancer Centre has undergone a transformative expansion to 217 beds?€” inclusive of surgical ICUs, medical ICUs, daycare bays, pre-/post-op units, and a Bone Marrow Transplant (BMT) section. The facility now features Gujarats first TomoTherapy unit, robotic surgical systems, and scalp cooling therapy, dramatically expanding access and improving oncology care in the region. This expansion is expected to drive a 30-40% rise in patient footfall, catering to over 55,000 outpatient visits and 9,000 inpatient admissions annually.
HCG also executed a strategic acquisition of a 51% stake in Mahatma Gandhi Cancer Hospital & Research Institute (Vizag Hospital) in Visakhapatnam, Andhra Pradesh. Vizag Hospital, renowned for its strong regional presence, adds 196 operational beds, 2 LINAC machines, a PET-CT scanner, robotics surgery system, and a Bone Marrow Transplant unit to HCGs network. This move significantly boosts HCGs leadership in Eastern India.
Together, these expansions and strategic acquisitions enhance our responsiveness to Indias profound demand-supply gap in oncology infrastructure, particularly amid projections of rising cancer incidence and required treatment capacity.
b) Strengthen our HCG brand to reach more cancer patients:
Our HCG brand remains a powerful differentiator in the Indian oncology landscape, driven by technological excellence, strategic expansion, and high clinical standards.
We actively foster patient support groups, particularly involving cancer survivors, to raise awareness of cancer screening and educate communities about treatment options and outcomes. These programs reinforce our commitment to public health, empathy, and community engagement.
Moreover, initiatives like reducing patient travel through hub-and-spoke day-care facilities are part of our broader strategy to enhance accessibility and deepen brand presence in local communities.
c) Technology adoption and strengthening our information technology infrastructure:
HCG continues its legacy as a technology leader in oncology care, pioneering and integrating next- generation diagnostic and treatment modalities to elevate both patient outcomes and operational efficiency. In all its years of working in this field, HCG has led the march against cancer and set benchmarks in the industry, by introducing many new technologies, highly useful in increasing accuracy and saving time. Cancer care is an important area in health care, and we aim to lead with our strong framework and technology infrastructure.
Among many other cutting edge technologies, our centres are equipped with advanced technologies such as CyberKnife, Digital PET-CT, TomoTherapy, MR-LINAC system.
The expanded Ahmedabad facility features not only TomoTherapy, robotic surgical systems, and scalp cooling therapy, but also expanded patient support including genetic counselling, international services, home and palliative care, and peer support.
On the information technology front, HCG continues to invest in a robust private-cloud infrastructure, integrating centralized EMR, HIS, and ERP systems, enabling seamless care coordination, protocol refinement, research capabilities including longitudinal studies and biorepository integration?€” and establishing HCG as a partner of choice for academic and clinical research.
This integrated and technologically advanced infrastructure strengthens our ability to standardize care pathways, derive insights from clinical outcomes, and reinforce our leadership in precision- guided oncology.
To improve operational efficiency, enhance patient follow-up, boost sales productivity, and foster deeper engagement with patients throughout their cancer management journey, we have significantly strengthened our technology ecosystem. This includes the deployment of an advanced Customer Relationship Management (CRM) platform to streamline interactions and track patient needs; a dedicated Patient Application that empowers patients with access to treatment schedules, reminders, and educational resources; a Doctors Application designed to support clinicians with realtime patient insights and coordination tools; and a technology-driven Call Centre that ensures timely outreach, counselling, and continuous support. Together, these innovations create an integrated, patient-centric digital framework that improves care continuity, strengthens communication, and drives measurable business productivity.
d) Building Indias strongest community of Oncology experts
HCGs Comprehensive Cancer Care (CCC) ecosystem attracts the best medical talent by offering clinicians access to advanced technologies, complex cases, state-of-the-art infrastructure, and large patient volumes that enrich their expertise. Our doctors actively engage in national tumor boards and advanced clinical programs, enabling them to deliver affordable and accessible cancer care. The platform provides opportunities for sub-specialization, adoption of advanced treatment techniques, and participation in academics, clinical trials, and research, with strong mentorship and research grants available through Indias largest oncologist community. The combined strength of HCG and its clinicians ensures higher patient inflow, translating into superior professional growth, research opportunities, and financial rewards making HCG a destination of choice for top oncology talent.
4. Management Discussion and Analysis Report:
In terms of Regulation 34 of Listing Regulations, the Management Discussion and Analysis Report (MD&A) on the Companys financial and operational performance, industry trends, business outlook and initiatives and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in separate section which forms part of the Annual Report. The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to its strategy and its ability to create and sustain value to your Companys key stakeholders.
5. Transfer to Reserves and Surplus/Retained Earnings:
The movements in reserves and surplus/retained earnings are available in the Statement of Changes in Equity, which forms part of the financial statements.
6. Dividend:
The Company continues to evaluate growth opportunities through strategic investments to strengthen its market position. With increasing consolidation in the Indian healthcare sector, the landscape presents both challenges and opportunities, making it imperative for the Company to actively pursue organic and inorganic growth avenues. Achieving sustainable and consistent growth over the coming years, while further consolidating the Companys competitive position, remains a key strategic objective.
In alignment with this growth strategy and the longterm interests of shareholders, the Board of Directors
has resolved to retain the profits for reinvestment into the business and, accordingly, has not recommended any dividend for the financial year under review.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy, which outlines the parameters and guiding principles that the Board considers while determining dividend declarations or deciding to retain profits for future growth initiatives. The said policy is hosted on the website of the Company at https://www.hcgoncology.com/corporate- governance under the tab policies and guidelines.
7. Transfer of unpaid and unclaimed amount to IEPF:
In accordance with the provisions of Section 124(5) of the Companies Act, 2013, any dividend or refund of share application money that remains unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend or unclaimed account is required to be transferred to the Investor Education and Protection Fund (IEPF), established by the Central Government under Section 125 of the Act. During the year under review, no amount was due for transfer to the IEPF.
8. Consolidated financial statements:
In accordance with the Companies Act, 2013 and the Companies (Indian Accounting Standards), Rules, 2015, the Company has been following the Indian Accounting Standards (Ind AS) for preparation of its financial statements from April 1, 2016. The audited consolidated financial statements are provided in the Annual Report.
9. Subsidiaries and Associates:
As on March 31, 2025, the Subsidiaries, Associates and Joint Venture Companies of the Company are as under:
| Sr. No. | Name of the entity | Country of Incorporation | Primary business activity for which it was formed | % of ownership held by the Company as at March 31, 2025 |
| 1 | HCG Medi-Surge Hospitals Private Limited | India | Cancer Care | 74.00% |
| 2 | Malnad Hospital & Institute of Oncology Private Limited | India | Cancer Care | 70.25% |
| 3 | HealthCare Global Senthil Multi Specialty Hospitals Private Limited | India | Cancer Care | 100.00% |
| 4 | Niruja Product Development and Healthcare Research Private Limited | India | Research and Development | 100.00% |
| 5 | BACC Health Care Private Limited | India | Fertility | 100.00% |
| 6 | Suchirayu Health Care Solutions Limited | India | Multi-Speciality | 78.60% |
| 7 | Nagpur Cancer Hospital & Research Institute Private Limited | India | Cancer Care | 100.00% |
| 8 | Vizag Hospital and Cancer Research Centre Pvt. Ltd. | India | Cancer Care | 51.00% |
| 9 | Vizag Hospital & Cancer Research Centre (Jharsuguda) Private Limited (Subsidiary of Vizag Hospital and Cancer Research Centre Pvt. Ltd.) (step-down subsidiary) | India | Cancer Care | 100.00%* |
| 10 | Vizag Hospital & Cancer Research Centre (Odisha) Private Limited (Subsidiary of Vizag Hospital and Cancer Research Centre Pvt. Ltd.) (step-down subsidiary) | India | Cancer Care | 98.37%* |
| Sr. No. | Name of the entity | Country of Incorporation | Primary business activity for which it was formed | % of ownership held by the Company as at March 31, 2025 |
| 11 | HealthCare Diwan Chand Imaging LLP | India | Radiology/ Imaging | 75.00% |
| 12 | HCG Oncology Hospitals LLP (formerly known as APEX HCG Oncology Hospitals LLP) | India | Cancer Care | 100.00 % |
| 13 | HCG NCHRI Oncology LLP (along with the shareholding of Nagpur Cancer Hospital & Research Institute Private Limited) | India | Cancer Care | 100.00% |
| 14 | HCG Oncology LLP | India | Cancer Care | 74.00% |
| 15 | HCG Kolkata Cancer Care LLP (formerly known as HCG EKO Oncology LLP) | India | Cancer Care | 100.00% |
| 16 | HCG Manavata Oncology LLP | India | Cancer Care | 51.00% |
| 17 | HCG Rajkot Hospitals LLP (formerly known as HCG SUN Hospitals LLP) | India | Health Care | 100.00% |
| 18 | HCG (Mauritius) Pvt. Ltd. (along with the shareholding of Niruja Product Development and Healthcare Research Private Limited) | Mauritius | Health Care | 100.00% |
| 19 | Healthcare Global (Africa) Pvt. (Wholly Owned Subsidiary of HCG (Mauritius) Pvt. Ltd.) (step-down subsidiary) | Mauritius | Health Care Services | 100.00% |
| 20 | HealthCare Global (Uganda) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd) (step-down subsidiary) | Uganda | Cancer care | 100.00% |
| 21 | HealthCare Global (Kenya) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd) (step-down subsidiary) | Kenya | Cancer care | 100.00% |
| 22 | HealthCare Global (Tanzania) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd) (step-down subsidiary) | Tanzania | Cancer care | 100.00% |
| 23 | Cancer Care Kenya Limited (Subsidiary of HealthCare Global (Kenya) Private Limited) (step-down subsidiary) | Kenya | Cancer care | 81.63% |
| 24 | Advanced Molecular Imaging Limited (HealthCare Global (Kenya) Private Limited holds 50% of the share capital) | Kenya | Production of Fluro Deoxi Glucose (FDG) | 50.00% |
*These shares are held by Vizag Hospital & Cancer Research Centre Pvt. Ltd.
As on March 31, 2025, none of the companies other than HCG Medi-Surge Hospitals Private Limited is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the Listing Regulations, as amended from time to time. The Company has also formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at https://www. hcgoncologv.com/corporate-governance under the tab policies and guidelines.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Companys subsidiaries and associates in Form AOC- 1, forms part of this Report and is attached as Annexure 4 . Pursuant to Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company,
prepared in accordance with the relevant accounting standards specified under Section 133 of the Companies Act, 2013 read with the Rules made thereunder, forms part of this Annual Report.
Further, pursuant to the provisions of Section 136 (1) of the Companies Act, 2013:
a) The Annual Report of the Company, containing therein its standalone and consolidated financial statements, is placed on the website of the Company, i.e., https://hcgoncology.com/annual-reports/.
b) The audited financial statements of subsidiary companies /LLPs together with related information and other reports of each of the subsidiary companies /LLPs would be placed on the website of the Company https://hcgoncology.com/annual-reports/.
10. Acquisitions, Divestments, Investments
10.1 Acquisition of majority shareholding in Vizag Hospital and Cancer Research Centre Private Limited ("Vizag Hospital"):
The Company, on June 28, 2024, has signed (i) Share Purchase Agreement ("SPA") with Vizag Hospital and Cancer Research Centre Private Limited ("Vizag Hospital") and its selling shareholders ("Selling Shareholders"), and (ii) Shareholders Agreement ("SHA") with Vizag Hospital and its continuing shareholders ("Continuing Shareholders") with respect to (1) upfront acquisition of 51% equity share capital of Vizag Hospital by the Company, from the Selling Shareholders, subject to fulfilment of the terms and conditions of the SPA and (2) balance acquisition of up to 49% of equity share capital in Vizag Hospital in tranches, in accordance with and subject to the terms of the SPA and the SHA. The Board of Directors of the Company, at their meeting held on July 02, 2024, has approved the acquisition, subject to fulfilment of the terms and conditions of the SPA.
The acquisition of 51% (fifty-one percent) of equity share capital of Vizag Hospital was completed on October 2, 2024 ("First Closing Date") and within 18 (eighteen) months of the First Closing Date ("Second Closing Date"), the Company shall acquire a further 34% (thirty-four percent) of the equity share capital of Vizag Hospital. Balance 15% (fifteen) of the equity share capital in Vizag Hospital to be acquired in accordance with the provisions of the SHA.
The cost of acquisition of 51% (fifty-one percent) of the equity share capital of Vizag Hospital was INR 2,076 Million. The cost of acquisition of an additional 34% (thirty-four percent) of the equity share capital of Vizag Hospital shall be INR 1,550 Million (approx.) payable to the Selling Shareholders, in accordance with and subject to the terms of the SPA. Further, the cost of acquisition of additional 15% (fifteen percent) of the equity share capital of Vizag Hospital will be based on the valuation principles in accordance with and subject to the terms of the SHA.
Consequent to the acquisition of Vizag Hospital, two of its subsidiaries, Vizag Hospital & Cancer Research Centre (Jharsuguda) Private Limited and Vizag Hospital & Cancer Research Centre (Odisha) Private Limited have become the step-down subsidiaries of the Company.
Vizag Hospital owns and operates a comprehensive cancer care hospital in the city of Vishakhapatnam, Andhra Pradesh, with a well-built hospital infrastructure, having 196 operational beds facility, led by Dr. Murali Krishna Voonna, a renowned onco-surgeon. This acquisition would help the Company to secure leadership in a highly attractive micro-market, enhance operational and clinical synergies, unlock capacities, and strengthen the Companys market positioning.
10.2 Acquisition of the oncology business located at Nagpur, from HCG NCHRI Oncology LLP, its wholly owned subsidiary:
The Company has executed Business Transfer Agreement on November 09, 2024 ("BTA"), with HCG NCHRI Oncology LLP, a wholly owned subsidiary, for the acquisition of the oncology business of HCG NCHRI Oncology LLP, located at Nagpur, on a slump sale basis, for a consideration not exceeding INR 25 Crores, determined as on the effective date of transfer, being December 01, 2024. In order to enhance business synergy and efficiency in terms of operating model, the Company has decided to pursue the acquisition of this business undertaking. This would result in the reorganization of the Company structure and its subsidiaries, to simplify the complex organization structure, with assets used in providing services, housed in different entities in the group.
10.3 Transfer of diagnostic business under the brand name "Triesta" and the PET-CT and Cyclotron business located at Chennai, to HCG NCHRI Oncology LLP, its wholly owned subsidiary:
The Company has executed Business Transfer Agreement on November 09, 2024 ("BTA"), with HCG NCHRI Oncology LLP, its wholly owned subsidiary ("Buyer") for the transfer of its diagnostic business under the brand name "Triesta" and the PET-CT and Cyclotron business located at Chennai, on a slump sale basis, effective from December 01, 2024, for a consideration not exceeding INR 135 Crores, determined as on the effective date of transfer. The transfer of the business undertaking was pursued to unlock the value of services offered with differential focus and to foster accelerated growth by leveraging opportunities other than captive business.
There were no other entities that became subsidiaries, associates during the Financial Year.
Except as stated above, no other companies have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.
11. Public deposits:
Your Company has not accepted any deposits from public in terms of Section 73 and 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014; and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. Therefore, details related to deposits covered under Chapter V of the Companies Act, 2013, which are not in compliance with the said Chapter, are not applicable.
12. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of Listing Regulations, disclosure on particulars relating to loans/advances given, guarantees provided and investments made are provided as part of standalone financial statements of the Company.
13. Related party transactions:
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on related party transactions. This policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business.
A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee for their review, on a quarterly basis. The policy on related party transactions has been hosted on the Companys website https://www. hcgoncology.com/policiesandguidelines/ in terms of the Listing Regulations relating to Corporate Governance.
All related party transactions are undertaken at arms length, in the ordinary course of business, and at fair value, except for the transfer of the oncology business of HCG NCHRI Oncology LLP (a wholly owned subsidiary) to the Company, which, in compliance with applicable laws, was carried out other than at fair value. Please refer to Form AOC-2 annexed herewith as Annexure-8 . No material related party transactions were entered into by your Company during the year.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.
14. Disclosure under Foreign Exchange Management (Non- Debt Instrument) Rules, 2019 ("NDI Rules"):
The Company, pursuant to the preferential allotment of shares to Aceso Company Pte. Ltd., Singapore ("Aceso"), and further acquisition of shares of the Company by Aceso through open offer, has become a foreign owned and controlled company under Foreign Exchange Management (Non- Debt Instrument) Rules, 2019 ("NDI Rules") and other applicable laws, on September 08, 2020. The Company has complied with all the provisions relating to the same during the financial year.
The Company has also obtained the Statutory Auditors certificate as required under NDI Rules.
15. Change in control and Open Offer:
On February 23, 2025, the Company executed a Share Purchase Agreement ("SPA") with Aceso Company Pte. Ltd. ("Seller"), Hector Asia Holdings II Pte. Ltd. ("Purchaser 1"), and KIA EBT II Scheme 1 ("Purchaser 2") (Purchaser 1 and Purchaser 2 collectively, the "Purchasers"), as subsequently amended, for the sale of up to 54% (fifty-four percent) of the diluted voting share capital of the Company by the Seller to the Purchasers. Pursuant to the SPA, the Purchasers agreed to acquire from the Seller, in two tranches, such number of equity shares of the Company ("Sale Shares") aggregating up to 54% (fifty-four percent) of the diluted voting share capital of the Company, subject to the terms and conditions set forth therein. The first tranche contemplated an upfront acquisition, subject to satisfaction of the conditions precedent specified in the SPA, of equity shares equivalent to 51% (fifty-one percent) of the diluted voting share capital of the Company ("First Tranche Shares"). In the event that the number of equity shares validly tendered and accepted by Purchaser 1 under the open offer, made pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations"), did not result in the Purchasers holding an aggregate of 54% (fifty-four percent) of the diluted voting share capital of the Company, the Purchasers were obligated, in accordance with the SPA, to acquire additional Sale Shares ("Second Tranche Shares") from the Seller to achieve such aggregate shareholding.
Pursuant to the SPA, on May 30, 2025, the Seller completed the transfer of 7,16,77,991 equity shares to Purchaser 1 and 2,50,044 equity shares to Purchaser 2, aggregating to 51.59% (fifty-one point five nine percent) of the total outstanding equity share capital of the Company, thereby resulting in a change in control of the Company. Consequently, the Seller was reclassified from the "Promoter" category to the "Public" category, and the Purchasers were classified as "Promoters"/members of the "Promoter Group" of the Company in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), with effect from May 30, 2025.
The Company on February 23, 2025, had also executed a Promoter Agreement, (and subsequently amended), between the Purchasers and the BSA Promoter Group (comprising Dr. B.S. Ajaikumar, Ms. Bhagya A. Ajaikumar, Ms. Anjali Ajaikumar Rossi, Ms. Aagnika Ajaikumar, and Ms. Asmitha Ajaikumar), to record the inter-se rights and obligations of the parties ("Promoter Agreement") as promoters of the Company. Upon consummation of the transfer of the First Tranche Shares under the SPA, Purchaser 1 acquired sole control over the Company with effect from May 30, 2025.
Further, on February 23, 2025, the Company, the Seller, and Dr. B.S. Ajaikumar executed a Termination Agreement, thereby terminating the Investment Agreement dated June 4, 2020, as amended. Such termination became effective
May 30, 2025, upon completion of the transfer of the Sale Shares by the Seller to the Purchasers.
The execution of the SPA and the Promoter Agreement triggered an obligation on Purchaser 1, along with persons acting in concert with it, to make an open offer in accordance with the SEBI SAST Regulations. Accordingly, Kotak Mahindra Capital Company Limited, acting as the Manager to the Open Offer pursuant to Regulation 14(2) of the SEBI SAST Regulations, announced an open offer for the acquisition of up to 3,70,90,327 (three crore seventy lakh ninety thousand three hundred and twenty- seven) equity shares of the Company, having a face value of INR 10 each, representing 26% (twenty-six percent) of the expanded voting share capital, at a price of INR 504.41 (Rupees five hundred four and paise forty-one) per equity share, aggregating to a total consideration of INR 1,870,87,31,842.07 (Rupees one thousand eight hundred seventy crore eighty-seven lakh thirty-one thousand eight hundred and forty-two and paise seven), payable in cash ("Open Offer"). In connection therewith, Kotak Mahindra Capital Company Limited, on behalf of the Purchaser 1 (Acquirer), along with persons acting in concert with the Acquirer, filed the Draft Letter of Offer dated March 10, 2025, followed by the Letter of Offer dated July 10, 2025, with the Securities and Exchange Board of India.
In accordance with the requirements of the SEBI SAST Regulations, the Board of Directors of the Company constituted a Committee of Independent Directors, comprising of Mr. Pradip Kanakia (Chairperson of the Committee), Ms. Geeta Mathur, Mr. Rajagopalan Raghavan, and Mr. Rajiv Maliwal, to evaluate the Open Offer and provide its written recommendation thereon. The Committee, after due consideration, opined that the Open Offer price was in compliance with the SEBI SAST Regulations and was fair and reasonable. The Committees recommendation was duly filed with SEBI, the stock exchanges, and other relevant authorities. As of the date of this Report, the Acquirer is in the process of completing the Open Offer formalities in accordance with the SEBI SAST Regulations.
16. Share Capital as on March 31, 2025:
16.1 Authorized Share Capital: As on March 31, 2025, the authorized share capital of the Company is INR 200,00,00,000 consisting of 20,00,00,000 equity shares of INR 10 each.
16.2 Issued, Subscribed and Paid-up Share capital:
The Issued, Subscribed and Paid-up Share Capital of the Company has increased from INR 139,28,96,870 consisting of 13,92,89,687 equity shares of INR 10 each as on March 31, 2025 to INR 139,41,53,700 consisting of 13,94,15,370 equity shares of INR 10 each, on account of the following allotments of securities made by the Board of Directors of the Company during the year.
The Board of Directors of the Company has allotted: (a) 28,255 equity shares on May 29, 2024, (b) 30,000 equity shares on June 26, 2024, (c) 38,791 equity shares on
August 08, 2024, (d) 15,999 equity shares on November 09, 2024, and (e) 12,638 equity shares on February 14, 2025, upon exercise of ESOPs by the employees as per HCG ESOS 2014 and HCG ESOS 2021.
Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
17. Declaration by Independent Directors:
The Company has received the requisite declarations from each Independent Director, pursuant to Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations. These declarations have been duly noted and placed on record by the Company. In the opinion of the Board, the Independent Directors satisfy the conditions of independence specified under the Companies Act, 2013, including the relevant Schedules and Rules framed thereunder, as well as the Listing Regulations, and are independent of the management.
For the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board is of the view that the Independent Directors possess the requisite qualifications, experience (including proficiency), and expertise, and uphold the highest standards of integrity. A detailed list of the key skills, expertise, and core competencies of the Board, including those of the Independent Directors, is provided in the Corporate Governance Report forming part of this Annual Report.
18. Annual Return:
The Annual Return of your Company as on March 31, 2025, in Form MGT- 7 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https:// hcgoncologv.com/annual-reports/.
19. Board of Directors:
19.1 Composition of Board of Directors
Our Board comprises of directors with a broad range of skills, experience, backgrounds and perspectives. This mix of skills, knowledge and experience enriches the Board discussion and contribute towards a high performing and effective Board.
As on March 31, 2025, the composition of your Companys Board has an ideal combination of Executive, Non-Executive and Independent Directors and thereby ensuring separation of management and governance while maintaining its independence. In compliance with the terms of the Listing Regulations, Independent Directors constitute 50% of the Board strength including an independent woman director.
| Type of Directorship | No. of Directors | % of Board strength |
| Executive Directors | 2 | 25% |
| Non-Executive Non-Independent Directors (Nominee Directors of Aceso Company Pte Limited, Promoter) | 2 | 25% |
| Independent Directors | 4 | 50% |
| Total | 8 | 100% |
All four Independent Directors are free from any business, financial, or other relationships that could, in any way, materially affect their independent judgment and meet the criteria of independence as prescribed under the Companies Act, 2013 and the Listing Regulations. The Company also has two women Directors on its Board ?€” one serving as an Independent Non-Executive Director and the other as a Whole-Time Director. Detailed profiles of these Directors form part of the Annual Report.
19.2 Directors appointed during the financial year:
During the financial year under review, there were no new appointments to the Board of Directors of the Company. The following re-appointments were approved by the Board and shareholders of the Company.
(a) Ms. Geeta Mathur has been re-appointed as an Independent Non-Executive Director with effect from June 17, 2024, for a term of 5 years.
(b) Mr. Rajagopalan Raghavan has been re-appointed as an Independent Non-Executive Director with effect from August 12, 2024, for a term of 5 years.
(c) Mr. Pradip Kanakia has been re-appointed as an Independent Non-Executive Director with effect from February 10, 2025, for a period of 5 years.
19.3 Directors resigned/ceased to be directors during the financial year:
The following directors have resigned/ceased to be directors during the financial year:
a) Mr. Jeyandran Venugopal, Independent and NonExecutive Director, tendered his resignation from the Board of Directors of the Company with effect from the close of business hours on November 09, 2024, citing professional and personal commitments. The Company has received confirmation from Mr. Venugopal that there are no other material reasons for his resignation, other than those stated in his resignation letter. Mr. Venugopal had been serving as an Independent Director on the Board of the Company since November 11, 2021.
b) Mr. Meghraj Arvindrao Gore, Chief Executive Officer of the Company, who had been appointed as a Whole-Time Director for a term of three (3) years with effect from February 10, 2022, completed his term as Director on February 09, 2025. Subsequent to the completion of his tenure as Director, Mr. Gore continued to serve as the Chief Executive Officer of the Company until June 30, 2025.
The Board of Directors placed on record its appreciation and gratitude to Mr. Jeyandran Venugopal and Mr. Meghraj Arvindrao Gore for their invaluable guidance, support, and contributions during their tenure as members of the Board, as well as for their active involvement in the strategic and operational decision-making processes of the Company.
19.4 Changes in the Board of Directors subsequent to the financial year and up to the date of this Report:
The changes in the constitution of the Board from April 01, 2025, till the date of the Report are as under:
(a) Resignation of Non-Executive Non-Independent Directors: Pursuant to the terms of the Share Purchase Agreement (SPA) dated February 23, 2025, as amended, and upon the completion of sale of First Tranche Shares, the following Non-Executive, Non-Independent Directors, who were nominee directors of Aceso Company Pte Ltd, tendered their resignations from the Board of the Company, effective from May 30, 2025:
(i) Mr. Siddharth Tapaswin Patel (DIN: 07803802)
(ii) Mr. Amit Soni (DIN: 05111144)
(b) Appointment of Non-Executive Non-Independent Directors: Based on the recommendations of the Nomination and Remuneration Committee, and in accordance with the Promoters Agreement dated February 23, 2025 and as amended, and upon completion of acquisition of First Tranche Shares, the Board, at its meeting held on May 30, 2025, approved the appointment of the following individuals as Additional Directors (Non-Executive, Non-Independent) and nominee directors of Hector Asia Holdings II Pte. Ltd., with effect from May 30, 2025, subject to shareholders approval within three months of the date of appointment:
(i) Ms. Simrun Mehta (DIN: 09118938)
(ii) Mr. Akshay Tanna (DIN: 02967021)
(c) Re-designation and appointment of NonExecutive Non-Independent Directors: Upon
the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 30, 2025, approved the redesignation and appointment of Dr. B.S. Ajaikumar (DIN: 00713779) and Mrs. Anjali Ajaikumar Rossi (DIN: 08057112), hitherto functioning as WholeTime Directors, as Non-Executive Directors on the Board of the Company, with effect from May 30,
2025, subject to the approval of the shareholders to be obtained within a period of three months in accordance with applicable laws. Further, the Board, at the said meeting, also approved the appointment of Dr. B.S. Ajaikumar as the Non-Executive Chairman of the Board of Directors of the Company, for a term up to June 30, 2030.
(d) Appointment of an Executive Director: Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting, approved the appointment of Dr. Manish Mattoo (DIN: 08431924), being the nominee of Hector Asia Holdings II Pte. Ltd., as an Additional Director (Executive Director) on the Board of the Company, with effect from June 30, 2025, or upon completion of the requisite appointment-related formalities, whichever is later, in accordance with applicable laws and the Articles of Association of the Company. Further, the Board has also approved the appointment of Dr. Manish Mattoo as the Chief Executive Officer (CEO) of the Company, with effect from June 30, 2025, on such terms and conditions as may be mutually agreed, and in compliance with the applicable statutory provisions.
(e) Appointment of Independent Director: Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on June 30, 2025, approved the appointment of Mr. Bijou Kurien (DIN: 01802995) as an Independent Director of the Company and as an Additional Director in terms of Section 161 of the Companies Act, 2013, for a term of three (3) consecutive years commencing from June 30, 2025, subject to the approval of the shareholders of the Company; and that Mr. Bijou Kurien shall not be liable to retire by rotation during his tenure as an Independent Director.
As on date, the composition of the Board of Directors of the Company continues to be in compliance with the requirements prescribed under the Companies Act, 2013 and the Listing Regulations.
19.5 Retirement by rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Anjali Ajaikumar, director, retires by rotation at the AGM, and being eligible, offers herself for reappointment.
Appropriate resolutions for the reappointment of directors retiring by rotation would be placed for the approval of the shareholders of the Company at the ensuing AGM.
20. Number of meetings of the Board:
The meetings of the Board are scheduled at regular intervals to decide and discuss business performance, policies, strategies and other matters of significance. The
schedule of the meetings is circulated in advance to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation.
The Board met 8 (eight) times during the financial year 2024-25 viz., on May 29, 2024, June 26, 2024, July 02,
2024, August 8, 2024, November 09, 2024, February 07,
2025, February 13, 2025 and February 21, 2025. The maximum interval between any two meetings did not exceed 120 days.
Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the report on Corporate Governance which forms a part of the Boards Report.
21. Key Managerial personnel:
In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2025.
a) Dr. B. S. Ajaikumar - Executive Chairman
b) Mr. Meghraj Arvindrao Gore - Chief Executive Officer
c) Ms. Ruby Ritolia - Chief Financial Officer and
d) Ms. Sunu Manuel - Company Secretary
Mr. Meghraj Arvindrao Gore, Chief Executive Officer of the Company, was appointed as a Whole-time Director of the Company for a term of three (3) years with effect from February 10, 2022, had completed his term as a director on the Board on February 09, 2025.
Except as stated above, there were no other appointments or resignations of Key Managerial Personnel during the financial year.
However, there have been changes in Key Managerial Personnel after the year under review. The changes in Key Managerial Personnel from April 01, 2025, till the date of the Report is as under:
(a) Change in designation of Whole-time director, KMP of the Company: Based on the recommendations of the Nomination and Remuneration Committee of the Board of Directors of the Company, the Board has, at its meeting held on May 30, 2025, approved the redesignation of Dr. B.S. Ajaikumar (DIN: 00713779), whole-time director as a Non-Executive Director on the Board of the Company with effect from May 30, 2025. Consequently, Dr. B. S. Ajaikumar has ceased to be a Key Managerial Personnel with effect from May 30, 2025.
(b) Resignation of the Chief Executive Officer of the Company: Mr. Meghraj Arvindrao Gore has tendered his resignation as a chief executive officer of the Company, which was accepted by the Board at its
meeting held on May 30, 2025, with effect from June 30, 2025. Accordingly, he has ceased to be a KMP with effect from June 30, 2025.
(c) Appointment of the Chief Executive Officer of the Company: Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved appointment of Dr. Manish Mattoo, as the Executive Director and Chief Executive Officer of the Company, with effect from June 30, 2025. Dr Mattoo is a KMP with effect from June 30, 2025.
22. Committees of the Board and their constitution:
During the financial year, the Board had the following six Committees. The Composition of the Committees of the Board along with relevant information pertaining to Directors are detailed in the Corporate Governance Report which forms a part of this Report.
A. Audit Committee.
B. Risk Management Committee.
C. Nomination and Remuneration Committee.
D. Stakeholders Relationship Committee.
E. Corporate Social Responsibility Committee.
F. Strategy Committee.
Keeping in view the requirements of the Companies Act, 2013 and Listing Regulations, as amended from time to time, the Board reviews the terms of reference of these Committees and the nomination of Board members to various Committees. The recommendations, if any, of these Committees are submitted to the Board for approval.
(A). Audit Committee
The Audit Committee of the Board reviews, acts on and reports to the Board with respect to various auditing and accounting matters. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013, Regulation 18 of Listing Regulations, and have been detailed in the Corporate Governance Report, forming part of this Annual Report.
Audit Committee met 4 (four) times during the financial year 2024-25. The meetings were held on May 29, 2024, August 08, 2024, November 09, 2024, and February 13, 2025. All recommendations made by the Audit Committee have been accepted by the Board of Directors.
The composition of the Audit Committee during the financial year 2024-25 and the attendance at the committee meetings are given in the below table.
| Name | Position | Number of meetings attended |
| Ms. Geeta Mathur | Chairperson | 4 |
| Mr. Rajagopalan Raghavan | Member | 3 |
| Mr. Amit Soni | Member | 3 |
| Mr. Pradip Kanakia | Member | 4 |
As per the Promoter Agreement dated February 23, 2025, the Audit Committee of the Board has been reconstituted in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations 2015, as amended, and other applicable provisions, if any, with effect from May 30, 2025, as follows:
(i) Ms. Geeta Mathur, Independent Director (Chairperson);
(ii) Mr. Rajagopalan Raghavan, Independent Director (Member);
(iii) Mr. Pradip Kanakia, Independent Director (Member); and
(iv) Ms. Simrun Mehta, Non-Executive Non-Independent Director (Member).
Details of terms of reference of the Committee are provided in the Corporate Governance Report. The Company Secretary acts as the Secretary of the Committee.
(B) Risk Management Committee
The Board of Directors of the Company has constituted Risk Management Committee on June 17, 2021, to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Committee has overall responsibility for monitoring and approving the enterprise risk management framework and associated practices of the Company.
Prior to the formation of the Risk Management Committee, the Audit Committee of the Board was overseeing the Risk Management function of the enterprise as a whole and was called as Audit and Risk Management Committee.
The Committee has met two times during the financial year 2024-25. The meetings were held on May 16, 2024, and November 21, 2024.
The composition of the Risk Management Committee and the attendance at the committee meetings during the financial year 2024-25 are given in the below table:
| Name | Position | Number of meetings attended |
| Dr. B. S. Ajaikumar | Chairman | 2 |
| Mr. Pradip Kanakia | Member | 2 |
| Mr. Meghraj Arvindrao | Member | 2 |
| Gore (Raj Gore) |
As per the Promoter Agreement dated February 23, 2025, the Risk Management Committee has been reconstituted in compliance with the requirements of Regulation 21 and other applicable provisions, if any, of the Listing Regulations, as amended, with effect from May 30, 2025, as follows:
(i) Ms. Simrun Mehta, Non-Executive Non-Independent Director (Chairperson)
(ii) Mr. Pradip Kanakia, Independent Director (Member); and
(iii) Mr. Akshay Tanna, Non-Executive Non-Independent Director (Member).
Details of terms of reference of the committee are provided in the Corporate Governance Report. The Company Secretary acts as the Secretary of the Committee.
(C) Nomination and Remuneration Committee
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations.
Nomination and Remuneration Committee of the Board has met 5 (five) times during the financial year 202425. The meetings were held on May 29, 2024, August 07, 2024, November 09, 2024, February 07, 2025, and February 23, 2025.
The composition of the Nomination and Remuneration Committee and the attendance at the committee meetings during the financial year 2024-25 are given in the below table.
| Name | Position | Number of meetings attended |
| Mr. Rajagopalan Raghavan | Chairperson | 5 |
| Mr. Siddharth Patel | Member | 5 |
| Dr. B. S. Ajaikumar | Member | 5 |
| Ms. Geeta Mathur | Member | 4 |
| Mr. Jeyandran Venugopal | Member | 1 |
| Mr. Rajiv Maliwal | Member | 5 |
| Mr. Pradip Kanakia | Member | 2 |
Note:
(i) Mr. Jeyandran Venugopal, Independent NonExecutive Director, has resigned from the Board of the Company, with effect from the close of business hours of November 09, 2024, and has ceased to be a member of the Committee from the said date.
(ii) Mr. Pradip Kanakia, Independent Non-Executive Director has been appointed as a Member of the Nomination and Remuneration Committee with effect from December 31, 2024.
As per the Promoter Agreement dated February 23, 2025, the Nomination and Remuneration Committee of the Board has been reconstituted in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015, as amended, and other applicable provisions, if any, with effect from May 30, 2025, as follows:
(i) Mr. Rajagopalan Raghavan, Independent NonExecutive Director (Chairperson)
(ii) Ms. Geeta Mathur, Independent Non-Executive
Director (Member);
(iii) Mr. Pradip Kanakia, Independent Non-Executive
Director (Member);
(iv) Mr. Rajiv Maliwal, Independent Non-Executive
Director (Member);
(v) Mr. Akshay Tanna, Non-Executive Non-Independent Director (Member); and
(vi) Ms. Simrun Mehta, Non-Executive Non-Independent Director (Member).
Details of terms of reference of the Committee are provided in the Corporate Governance Report. The Company Secretary acts as the Secretary of the Committee.
(D). Stakeholders Relationship Committee
The Stakeholders Relationship Committee is constituted in compliance with Section 178 of the Companies Act, 2013 and Listing Regulations. The Chairman of the Committee, Mr. Amit Soni is a non-executive non-independent director.
Stakeholders Relationship Committee of the Board has met once during the financial year 2024-25. The meeting was held on March 27, 2025.
The composition of the Stakeholders Relationship Committee and the attendance at the Committee meeting held during the financial year 2024-25 are given in the below table.
| Name | Position | Number of meetings attended |
| Mr. Amit Soni | Chairman | 1 |
| Dr. B. S. Ajaikumar | Member | 1 |
| Mr. Rajagopalan | Member | 1 |
| Raghavan |
As per the Promoter Agreement dated February 23, 2025, the Stakeholders Relationship Committee of the Board has been reconstituted in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015, as amended, and other applicable provisions, if any, with effect from conclusion of the meeting of the Board held on May 30, 2025 as follows:
(i) Ms. Simrun Mehta, Non-Executive Non-Independent Director (Chairperson)
(ii) Mr. Rajagopalan Raghavan, Independent Director (Member); and
(iii) Mr. Akshay Tanna, Non-Executive Non-Independent Director (Member).
Details of terms of reference of the Committee are provided in the Corporate Governance Report. The Company Secretary acts as the Secretary of the Committee.
(E) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by our Board of Directors at their meeting held on May 29, 2015. The terms of reference of the Corporate Social Responsibility Committee of our Company are as per Section 135 of the Companies Act, 2013 and the applicable rules thereunder.
The committee has met once during the FY 2024-25. The meeting was held on March 21, 2025.
The composition of the Corporate Social Responsibility Committee as on March 31, 2025 and the attendance at the Committee meeting held during the financial year 2024-25 are given in the below table:
| Name | Position | Number of meetings attended |
| Dr. B. S. Ajaikumar | Chairman | 1 |
| Mr. Siddharth Patel | Member | 1 |
| Ms. Anjali Ajaikumar Rossi | Member | 1 |
| Mr. Rajagopalan Raghavan | Member | 1 |
Note:
(i) Ms. Anjali Ajaikumar Rossi, Whole-time Director has been appointed as a Member of the Corporate Social Responsibility Committee with effect from May 29, 2024.
(ii) Mr. Jeyandran Venugopal, Independent NonExecutive Director has resigned from the Board of the Company with effect from the close of business hours of November 09, 2024 and has ceased to be a member of the Committee with effective from the said date.
(iii) Mr. Rajagopalan Raghavan, Independent NonExecutive Director has been appointed as a Member of the Corporate Social Responsibility Committee with effect from December 31, 2024.
As per the Promoter Agreement dated February 23, 2025, with effect from May 30, 2025, the Corporate Social Responsibility Committee of the Board has been reconstituted in compliance with the requirements of Section 135 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder and the applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, with effect from May 30, 2025, as follows:
(i) Dr. B.S Ajaikumar, Non-Executive Non-Independent Director (Chairperson);
(ii) Mrs. Anjali Ajaikumar Rossi, Non-Executive NonIndependent Director (Member);
(iii) Mr. Rajagopalan Raghavan, Independent Director (Member); and
(iv) Ms. Simrun Mehta, Non-Executive Non-Independent Director (Member).
Details of terms of reference of the Committee are provided in the Corporate Governance Report. The Company Secretary acts as the Secretary of the Committee.
(F) Strategy Committee
The Committee was constituted by our Board of Directors at their Meeting held on May 26, 2016, with the scope of reviewing strategic initiatives; and for having an oversight of the strategic direction of the Company. The members of the Committee shall be nominated by the Board of Directors with a right to appoint, replace the members from time to time. The Company Secretary shall act as the Secretary of the Committee. CFO shall be an invitee to the Committee Meetings and would provide support to the Committee in terms of financial analysis and planning.
The composition of the Strategy Committee as on March 31, 2025, and the attendance at the Committee meeting held during the financial year 2024-25 are given in the below table:
| Name | Position | Number of meetings attended |
| Dr. B. S. Ajaikumar | Chairman | The Committee did |
| Mr. Siddharth Patel | Member | not meet during |
| Ms. Anjali Ajaikumar | Member | the financial year |
| Rossi | 2024 25. | |
| Mr. Amit Soni | Member |
Upon the termination of the Investment Agreement dated June 04, 2020, the Strategy Committee of the Board has ceased to exist with effect from May 30, 2025.
23. Board Evaluation:
In compliance with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company undertook the annual performance evaluation of the Board for the financial year 2024-25. The evaluation framework was designed in line with the provisions of the Companies Act, 2013, the Listing Regulations, and the Guidance Note on Board Evaluation issued by SEBI in January 2019.
The evaluation process was conducted through a structured questionnaire covering qualitative and quantitative parameters, along with feedback based on a rating mechanism. The evaluation covered:
(i) the performance of the Board as a whole;
(ii) the performance of each Director on an individual basis;
(iii) the performance of the Chairperson of the Board; and
(iv) the performance of all Board committees.
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its committees continue to operate effectively and that the performance of the Directors and the Chairperson remains satisfactory.
24. Risk Management and Enterprise Risk Management Policy:
The Board evaluation focused on parameters such as the composition and role of the Board, the quality and effectiveness of communication and relationships, the functioning of Board committees, review of performance and compensation of Executive Directors, succession planning, strategic guidance, Board culture, governance standards, and the discharge of specific duties and obligations.
The evaluation of individual Directors was based on parameters including participation and contribution at Board and committee meetings, representation of shareholder interests and enhancement of shareholder value, the ability to provide strategic guidance and governance oversight, understanding of the Companys strategy and risk environment, independence of judgment, and safeguarding the interests of the Company and its minority shareholders. Separate evaluations were carried out for the Chairperson, Executive Directors, NonExecutive Directors, and Independent Directors.
The evaluation of committees considered factors such as the adequacy of their independence, the frequency and effectiveness of meetings, the quality of discussions, and the effectiveness of their recommendations and advice to the Board.
Throughout the year, the Board and its committees had multiple opportunities for interaction, both collectively and in smaller groups, including dedicated meetings of Independent Directors and one-on-one discussions with the Chairperson. These deliberations provided valuable insights, enhancing the quality of governance and collective decision-making.
Discussions during the evaluation process also focused on identifying ways to further strengthen the effectiveness of the Board and its committees, particularly in the context of the evolving business environment and regulatory landscape. The Board reviewed the structure, composition, functioning, and interaction with management, and identified actionable areas for continuous improvement.
The Nomination and Remuneration Committee, through its Chairperson, led the evaluation process and presented the findings to the Board. The overall assessment concluded that the Board, its committees, and individual Directors function cohesively and effectively, with periodic reporting by committees to the Board ensuring transparency and alignment. The Board acknowledged and appreciated the significant contributions of the Chairperson, Executive Directors, Non-Executive Directors, and Independent Directors toward the Companys growth and governance practices.
The Board also noted that action points identified in the previous evaluation had been implemented, and new areas of focus, considering the dynamic external environment, were identified for attention in the coming year.
The Directors expressed their satisfaction with the evaluation process and confirmed that the Board and
Pursuant to Regulation 21 of the Listing Regulations, the Company has formulated and implemented a comprehensive Enterprise Risk Management (ERM) Policy. The policy is designed to identify and analyze various categories of risks, with the objective of eliminating or mitigating exposures and enabling timely implementation of appropriate risk mitigation measures.
The Risk Management Committee (RMC) periodically reviews the Companys risk portfolio in alignment with its defined risk appetite and, where necessary, recommends enhancements to the Companys risk management frameworks, processes, and practices. The RMC also provides strategic guidance to further strengthen the robustness of the risk management framework, ensuring a prudent balance between risk and reward in both ongoing operations and emerging business opportunities. The Committee continues to periodically review the risk management process to ensure its relevance and effectiveness in supporting the Companys strategic and operational objectives.
For further details on the enterprise-wide risk management framework, refer to Management and Discussion Analysis Report forming part of the Annual Report.
There are no elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
25. Policy on Board Diversity:
The Nomination and Remuneration Committee has framed a policy for Board Diversity, which lays down the criteria for appointment of Directors on the Board of your Company and guides organizations approach to Board Diversity.
Your Company believes that Board diversity, basis the gender, race, age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for reviewing the policy from time to time. The policy on Board Diversity has been placed on the Companys website at https:// www.hcgoncologv.com/corporate-governance/#Policies-a nd-Guidelines.
26. Compliance Management Framework:
For monitoring compliances to applicable laws, your Company has instituted an online compliance management system within the organization to monitor compliances and provide updates to the senior management and Board on a periodic basis. The Audit Committee and the
Board periodically monitor the status of compliances with applicable laws.
27. Corporate Social Responsibility:
Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large, well before it has been prescribed through the Companies Act, 2013; and over the years, had been pursuing as a part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself and create an environment of partnership for inclusive development.
As per the provisions of Section 135 of the Companies Act, 2013, the Company has well defined policy on CSR which covers the activities as prescribed under Schedule VII of the Companies Act 2013. The CSR Policy is available on the website of the Company at https://www.hcgoncology. com/corporate-governance/#Policies-and-Guidelines.
The composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is attached herewith as Annexure 5 and forms an integral part of this Annual Report.
28. Internal Audit:
Your Company has continued its engagement with M/s. Ernst & Young LLP, to conduct internal audit across the organization during the year under review. We have also strengthened the in-house internal audit team which has set-up concurrent audits to supplement and support the efforts of M/s. Ernst & Young LLP.
29. Internal Financial Control system and their adequacy:
The management has laid down internal financial controls to be followed by the Company. We have adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
of effective internal control systems and procedures in the Company.
The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an Internal Audit function; and the Audit Committee of the Board oversees the Internal Audit function.
The scope and authority of the Internal Audit function is derived from the Audit Committee Charter approved by the Audit Committee of the Board. The Internal Audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The Internal Audit function provides assurance to the Board and management that a system of internal control is designed and deployed to manage key business risks and is operating effectively.
30. Whistle Blower/Vigil Mechanism for Directors and employees:
Section 177(9) and (10) of the Companies Act, 2013, mandates every listed company to establish a vigil mechanism for its directors and employees which shall function as a channel for receiving and redressing their complaints. The vigil mechanism provides for (a) adequate safeguards against victimization of persons who use the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.
Under this policy, we have adopted a vigil mechanism which would encourage our directors, employees and all other stakeholders to report any incidence of fraudulent financial or other information to the stakeholders, reporting of instance(s) of leak or suspected leak of unpublished price sensitive information, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employee who reports under the vigil mechanism or participates in the investigation.
timely preparation of reliable financial disclosures. Awareness of policies is created by, inter alia, training and
sending group mailers highlighting actions taken by the Company against the errant employees. All complaints received through the whistle blower mechanism are reviewed and investigated by the Ombudsperson. Dedicated email address has been created to facilitate receipt of complaints directly by the Ombudsperson.
The Audit Committee periodically reviews the functioning of this mechanism. No individual in the Company has been denied access to the Audit Committee or its Chairperson.
This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations.
As part of the Corporate Governance Report, CEO/ CFO certification is provided, for assurance on the existence
The internal control system commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives in effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to senior management and Board on a periodic basis. The Audit Committee and the Board periodically monitor status of compliances with applicable laws.
Mechanism followed under the process is appropriately communicated within the Company across all levels and has been displayed on the Companys intranet and website at https://www.hcgoncologv.com/corporate-governance/# Policies-and-Guidelines.
31. Code for Prevention of Insider Trading:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://www.hcgoncology.com/ corporate-governance/#Policies-and-Guidelines.
32. Companys Policy on Appointment and Remuneration of Directors:
The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The Board of Directors is responsible for reviewing the policy from time to time.
The Policy of the Company on the Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013, is available on our website https://www.hcgoncology.com/corporate- governance/#Policies-and-Guidelines. We affirm that the remuneration paid to Directors is as per the terms laid out in the nomination and remuneration policy of the Company.
33. Particulars of employees:
The statement containing particulars in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 for the year ended March 31, 2025, forms part of this Annual Report and is appended herewith as Annexure 3 to this Report.
A statement containing, inter alia, names of top ten employees and employees if employed throughout the financial year and in receipt of remuneration of INR 102 Lakhs or more, employees employed for part of the year and in receipt of INR 8.50 Lakhs per month or more, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in Annexure 3 to this report.
34. Significant or Material orders:
During the period under Report, there were no material or significant orders passed by the Regulators/Courts/ Tribunals which would have an impact on the going concern status and operations of the Company in future.
35. Statutory Auditors:
The Board of Directors of the Company at their meeting held on May 26, 2022, on the recommendation of the Audit Committee, had approved the reappointment of M/s. B S R & Co., LLP, (Firm Registration No. 101248W/W- 100022) Chartered Accountants as Statutory Auditors, for a second term of 5 (five) consecutive years commencing from financial year 2022-23 and ending with financial year 2026-27, subject to the approval of shareholders.
The shareholders at the 24 th (Twenty Fourth) Annual General Meeting of the Company held on September 29, 2022, had approved the appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022) as Statutory Auditors for a term of 5 (five) years commencing from the conclusion of the said Annual General Meeting of the Company, till the conclusion of the 29 th (Twenty Nineth) Annual General Meeting to be held in the year 2027.
36. Statutory Auditors Report:
There are no qualifications, reservations or adverse remarks made by M/s B S R & Co. LLP., Statutory Auditors, in their report for the financial year ended March 31, 2025. The Auditors Report being self-explanatory does not call for any further comments from the Board of Directors, except for the following matters on: (a) Other Legal and Regulatory Requirements forming part of Independent Auditors Report on the Consolidated Financial Statements of HealthCare Global Enterprises Limited and report of the Standalone Financial Statements for the year ended March 31, 2025:
(a) Title deeds of immovable properties disclosed in the standalone financial statements are held in the name of the Company, except for title deeds of the immovable properties of the Company in Ahmedabad, Bengaluru and Vijayawada. Please refer to Clause () (c) of Annexure A to the Independent Auditors Report on the Standalone Financial Statements of the Company for the year ended 31 March 2025, for the observations in detail.
(b) Proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors, except (a) for the matters stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. Please refer to Sl. No.2 A (b) under the report on Other Legal and Regulatory Requirements to the Independent Auditors
Report on the Consolidated Financial Statements of the Company for the observation in detail.
Except for the instances mentioned below, the Holding Company and the subsidiary companies, which are companies incorporated in India, have used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:
i. For the Holding Company and four subsidiary companies, the audit trail (edit log) feature was not enabled in the accounting software used for maintaining books of accounts relating to revenue and consumption for direct data changes at the database level from 1 April 2024 till 5 April 2024.
ii. For the Holding Company and four subsidiary companies, the audit trail (edit log) feature was not enabled in another accounting software used for maintaining the general ledger and other records for: (a) direct data changes at the database and for changes made by users with privileged access rights; and (b) at the application level for certain tables for a part of the year (i.e. from 1 April 2024 to 15 May 2024) and for certain tables (relating to payroll masters) for the complete year.
Hi. In respect of two subsidiary companies and two
step-down subsidiary companies (including one subsidiary and two step-down subsidiary companies acquired during the year), the feature of recording audit trail is not enabled in the respective accounting softwares used for maintaining books of accounts.
In this regard, the Board of Directors places its response as under:
(a) With respect to the observation under (a) above on the tittle deeds not in the name of the Company, all the three properties were owned by the subsidiaries of the Company viz., HCG Medi-surge Hospitals Private Limited (Ahmedabad), Banashankari Medical and Oncology Research Centre Private Limited (Bengaluru) and Healthcare Global Vijay Oncology Private Limited (Vijayawada).
Banashankari Medical and Oncology Research Centre Private Limited (Bengaluru) and Healthcare Global Vijay Oncology Private Limited (Vijayawada) have been amalgamated with the Company, and on account of the amalgamation, all the properties of
these two companies have been transferred to the Company as per the order of the respective High Courts sanctioning the amalgamation.
With respect to the property in Ahmedabad, it was owned by HCG Medi-surge Hospitals Private Limited, a subsidiary of the Company, where the legal ownership of the property has been transferred to the Company on account of the demerger of the multi-specialty business of HCG Medi-surge Hospitals Private Limited.
As per the Scheme of Amalgamation/Demerger as approved by the High Court, in respect of such assets belonging to the Transferor Company, the same shall, without any further act, instrument or deed, be transferred to and stand vested in and / or be deemed to be transferred to and stand vested in the Transferee Company. The Company, subsequent to year end, has updated the name of the Company in the title deeds of the property situated in Ahmedabad as required under local jurisdictional authorities.
(b) With respect to the observation under (b) above on maintaining proper books of accounts, our response is as under:
(i) The Auditors report in respect of (i) and (ii) of Para 2 B(f) are self-explanatory.
(ii) Acquisition of stake in Vizag Hospital and Cancer Research Centre Pvt. Ltd. (comprising one subsidiary and two step-down subsidiaries): Integration of the IT systems shall be undertaken after April 2026, subsequent to the decision to migrate to an upgraded IT platform for both the Hospital Information System (HIS) and the financial accounting system (currently on SAP).
(iii) Malnad Hospital and Institute of Oncology
Private Limited (MHIO): This subsidiary
implemented the Tally ERP version with audit trail capability in March 2024. However, subsequent testing revealed that it did not fully meet the requirements of the applicable regulatory notification. Integration of IT systems is planned to be undertaken after April 2026, following the decision to migrate to an upgraded IT platform for both the Hospital Information System (HIS) and the financial accounting system (currently on SAP).
Further, the Auditors of the Company have not reported any instances of material fraud committed against the Company by its officers or employees as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).
37. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the Report:
No material changes and commitments, other than disclosed as part of this Report, affecting the financial position of the Company have occurred between March 31, 2025, and the date of the Report. There has been no change in the nature of business of the Company during the last financial year.
38. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. V. Sreedharan, Partner, M/s V. Sreedharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025. The said report of the Secretarial Auditor in Form MR 3 as required under Section 204 of the Companies Act, 2013 read with Regulation 24A(1) of the Listing Regulations is annexed herewith as Annexure 1 and forms part of the Report. Pursuant to Regulation 24A(2) of the Listing Regulations, the Secretarial Compliance Report, issued by M/s. V. Sreedharan & Associates, Practicing Company Secretaries, Bengaluru is also annexed herewith as part of Annexure 1 .
There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors, in their report for the financial year ended March 31, 2025. The Secretarial Audit Report being self-explanatory does not call for any further comments from the Board of Directors.
In line with the amended Regulation 24A of the Listing Regulations, the Board has approved the appointment of M/s. V. Sreedharan & Associates as the Secretarial Auditors of the Company, subject to the approval of the members of the Company, for a term of 5 consecutive years to hold office from the conclusion of the ensuing Annual General Meeting ("AGM") till the conclusion of the AGM to be held in the year 2030.
The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from April 01, 2024. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same. Your Company has complied with the applicable Secretarial Standards relating to Meetings of the Board of Directors and General Meetings during the year.
In compliance with the requirements of Listing Regulations, Secretarial Audit Report of Material Subsidiary Company viz., HCG Medi-Surge Hospitals Private Limited is also attached herewith as Annexure 7 and forms an integral part of this Annual Report. The Secretarial Audit Report of HCG Medi-Surge Hospitals Private Limited is self
explanatory and does not contain any qualification, reservation or adverse remark.
39. Cost Records and Cost Auditor:
In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the financial year 2024-25.
The remuneration of M/s. Rao, Murthy & Associates, Cost Auditors of the Company for FY 2024-25, amounting to INR 2,00,000 (Indian Rupees Two Lakhs Only) (exclusive of taxes and re-imbursement of actual out-of-pocket expenses) in connection with the cost audit for FY 202425 has been ratified by the shareholders, at the AGM held on September 25, 2024.
Cost Audit Report for the financial year ended March 31, 2024 has been filed with the Ministry of Corporate Affairs.
Based on the recommendations of the Audit Committee, the Board of Directors proposes to pay a remuneration of INR 2,50,000 (Indian Rupees Two Lakh Fifty Thousand only), exclusive of applicable taxes and reimbursement of actual out-of-pocket expenses, to M/s. Rao, Murthy & Associates (Firm Registration No. 00065), Cost Accountants, as the Cost Auditors of the Company for FY 2025-26, subject to ratification of the said remuneration by the shareholders at the ensuing Annual General Meeting (AGM).
40. Particulars regarding Conservation of energy, Technology absorption and Foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is detailed in Annexure 6 .
41. Prevention of Sexual Harassment Policy:
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women
at Workplace Act. The Companys process ensures complete anonymity and confidentiality of information.
The below table provides details of complaints received/ disposed during the financial year 2024-25.
| Number of complaints pending at the beginning of the financial year | 0 |
| No. of complaints filed during the financial year | 8 |
| No. of complaints disposed during the financial year | 6 |
| No. of complaints pending at the end of the financial year | 2 |
| No. of complaints pending for more than 90 days | 0 |
42. Green initiative:
All agenda papers for the Board and committee meetings are disseminated electronically on a real-time basis.
The information regarding the performance of the Company is shared with the shareholders vide the Annual Report. The Annual Reports for FY 2024-25 are being sent in electronic mode, to all members who have registered their email ids for the purpose of receiving documents / communication in electronic mode with the Company and/or Depository Participants. The Annual Reports are also available on the Companys website at https://www. hcgoncologv.com/annual-reports/.
The General Circular No. 14/ 2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020 and the subsequent circulars issued in this regard, the latest being 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID - 19", Government of India have permitted Companies to dispatch the Notice calling General Meeting and Annual Report by e-mail only.
During FY 2024-25, the Company had sent various communications including Annual Reports and Postal Ballot Notices by email to those shareholders whose email addresses were registered with the Company/ Depositories. In support of the Green Initiative the Company encourages Members to register their email address with their Depository Participant or the Company, to receive soft copies of the Annual Report, Notices and other information disseminated by the Company, on a realtime basis without any delay.
We are also in the process of starting a sustainability initiative with the aim of being carbon neutral and minimize our impact on the environment. Sustainability practices will be implemented and tracked diligently to ensure that we comply with the goals we set for ourselves.
43. Employee Stock Option Schemes:
As required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, the applicable disclosures as on March 31, 2025 are annexed to this Report as Annexure 2 .
43.1 HCG ESOS 2014: Pursuant to regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014, the Company has obtained the approval of the members at the Annual General Meeting held on September 29, 2016, for ratifying Employee Stock Option Scheme of the Company (HCG ESOS 2014), the pre-IPO plan. HCG ESOS 2014 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014 and there have been no material changes to the plan during the financial year.
43.2 HCG ESOS 2021: The Board of Directors of the company, on February 11, 2021, approved Employee Stock Options Scheme titled "HCG Employee Stock Option Scheme - 2021" (HCG ESOS 2021). The HCG ESOS 2021 allows the issuance of options to employees of the Company and its subsidiaries. Each option comprises one underlying equity share. The shareholders have also approved HCG ESOS 2021.
The Board of Directors of the Company on February 21, 2025 approved amendment to HCG ESOS 2021 to provide an option to surrender up to a maximum of 16,19,741 employee stock options held by option holders that have vested prior to or immediately following the Trade Sale (as defined in the grant letters for the aforesaid options) and provide them cash for such amount which is, the lower of
(i) the per share price at which a shareholder has a right to tender shares in any mandatory public offer prevailing at the time less exercise price of the Option and (ii) per share value of INR 495 less the exercise price of the Option in accordance with the terms of the ESOP letters / agreement to be entered into between the Company and the Relevant Option Holder. Subsequently, the shareholders of the Company have approved the amendment by passing a special resolution vide Postal Ballot on April 27, 2025.
The Nomination and Remuneration Committee of the board evaluates the performance and other criteria of employees and approves the grant of options based on the recommendation of the Strategy Committee. These options vest with employees over a specified period subject to fulfilment of certain conditions. Upon vesting, employees are eligible to apply for and secure allotment of Companys shares at a price determined on the date of grant of options. Upon HCG ESOS 2021 coming into force, it has been decided that no future grants shall be made under HCG ESOS 2014.
Total stock compensation cost for the year ended March 31, 2025, is INR 58.82 million (FY 2023-24: INR 72.91 million) on standalone basis.
No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.
The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, as amended and there have been no material changes to these plans during the financial year.
Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are available on the Companys website at https://www.hcgoncologv.com/ investor-relations/.
44. Directors Responsibility Statement:
Pursuant to Section 134 (3) (C) and 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board committees, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.
45. Corporate Governance:
Your Company places utmost importance on its fiduciary role as a guardian of stakeholders interest and strives to achieve a mutually aligned objective of value and wealth creation for all interested parties. The Board and the Management humbly acknowledges this role and continues to propagate this belief through all layers of the organization to create an environment of accountability and trust.
These responsibilities continue to be the focus of its attention through the tumultuous ride along the path of expansion, ensuring the highest standards of ethics and integrity in all its business dealings while avoiding potential conflicts of interest. The result of this is a corporate structure which serves its ever-expanding business needs while maintaining transparency and adherence to the above stated beliefs.
A report on Corporate Governance has been appended to this Report and forms an integral part of this Report. As required by Regulation 17(8) read with Schedule II Part B of the Listing Regulations, the Executive Chairman, Executive Director & Chief Executive Officer and Chief Financial Officer have given appropriate certifications to the Board of Directors.
Further, pursuant to Regulation 34(3) of Listing Regulations read with Part E of Schedule V of the Listing Regulations, a certificate from M/s. V. Sreedharan, Partner, V Sreedharan & Associates, (CP Number 833), Bengaluru, Practicing Company Secretaries certifying the compliance with various provisions of the Corporate Governance is annexed to this Report.
The Company has received a certificate from M/s. V. Sreedharan, Partner, V Sreedharan & Associates, (CP Number 833) Bengaluru, Practicing Company Secretaries, pursuant to clause 10(i) of Part C under Schedule V of Listing Regulations that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority and same forms part of the Corporate Governance Report.
46. Business Responsibility and Sustainability Report:
In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting ("the Committee") to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC). Through its Report, the Committee recommended that BRR be rechristened BRSR, where disclosures are based on Environmental, Social and Governance (ESG) parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their
reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23. BRSR report for the financial year 2024-25 forms an integral part of this Annual Report.
47. Disclosure related to Insolvency and Bankruptcy:
During the financial year under review, there are no application filed, or proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
48. Declaration on Code of Conduct:
The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board members and senior management personnel as required under Regulation 34 read with Part D of Schedule V of the Listing Regulations. A declaration signed by Dr. B. S. Ajaikumar, Non-Executive Chairman and Dr. Manish Mattoo, Executive Director and CEO of the Company affirming the compliance with the Code of Conduct of the Company for the financial year 2024-25 has been annexed as part of this Report.
49. Other Disclosures:
a) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
b) It is also confirmed that the Company is complying with the provisions relating to the Maternity Benefit Act, 1961.
50. Acknowledgements and Appreciations:
We stay committed to partnering for value creation and take this opportunity to thank one and all who have participated in our journey this far. Your Directors desire to place on record, its sincere appreciation to all employees at all levels, who with sustained dedicated effort and hard work, enabled the Company to deliver a good allround performance. Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the vendors, business associates, consultants, bankers, regulatory and government authorities, shareholders and investors at large and look forward to their continued support. We also take this opportunity to express sincere thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company and its healthcare services.
| For and on behalf of the Board of Directors Dr. B. S. Ajaikumar | |
| Date: August 01, 2025 | Non-Executive Chairman |
| Place: Bengaluru | DIN: 00713779 |
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