Healthcare Global Enterprises Ltd Directors Report

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 that remains unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend 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, 2026, the Subsidiaries, Associates and Joint Venture Companies of the Company are as under:

Note:

1. HCG has divested the Companys entire equity shareholding in BACC Health Care Private Limited on June 29, 2026.

2. The Company has acquired additional stake of 34% in Vizag Hospital & Cancer Research Centre Pvt. Ltd on April 13, 2026.

Consequently, the Companys aggregate equity shareholding in Vizag Hospital has increased to 85%, which continues to be held as on the date of this Report.

3. These shares are held by Vizag Hospital & Cancer Research Centre Pvt. Ltd.

4. These shares are held by Vizag Hospital & Cancer Research Centre Pvt. Ltd.

5. Healthcare Global (Tanzania) Private Limited, wholly owned indirect subsidiary of the Company, incorporated in Tanzania, has been wound up with effect from March 02, 2026.

During the year, the Board periodically reviewed the performance and affairs of the subsidiaries. Pursuant to Section 129(3) of the Act read with the applicable rules, a statement containing the salient features of the financial statements and performance of the Companys subsidiaries, associates and joint ventures in Form AOC-1 is annexed to this Report as Annexure 4 and forms an integral part hereof.

Further, pursuant to the provisions of Section 136 (1) of the Companies Act, 2013:

10. Acquisitions, Divestments, Investments

10.1 Acquisition of majority shareholding in Vizag Hospital and Cancer Research Centre Private Limited ("Vizag Hospital"):

The Company had acquired 51% of the equity share capital of Vizag Hospital on October 2, 2024, pursuant to the Share Purchase Agreement ("SPA") and Shareholders Agreement ("SHA") executed on June 28, 2024, thereby making Vizag Hospital a subsidiary of the Company.

In accordance with the terms of the SPA, on April 13, 2026, the Company completed the acquisition of an additional 1,93,441 equity shares, representing 34% of the equity share capital of Vizag Hospital, from the Selling Shareholders for an aggregate consideration of H154.50 crore. Consequently, the Companys aggregate equity shareholding in Vizag Hospital increased from 51% to 85% and continues to remain at 85% as on the date of this Report.

The balance 15% equity stake is proposed to be acquired in accordance with the terms and valuation principles set out in the SHA.

Vizag Hospital operates a comprehensive cancer care hospital in Visakhapatnam, Andhra Pradesh, with 196 operational beds. The investment further consolidates the Companys presence in the region and is expected to enhance operational and clinical synergies and strengthen HCGs position in this market.

Vizag Hospitals subsidiaries, Vizag Hospital & Cancer Research Centre (Jharsuguda) Private Limited and Vizag Hospital & Cancer Research Centre (Odisha) Private Limited, continue to be step-down subsidiaries of the Company.

10.2 Winding up of Healthcare Global (Tanzania) Private Limited, a wholly owned indirect subsidiary:

Healthcare Global (Tanzania) Private Limited ("HCG Tanzania"), a non-operating wholly owned indirect subsidiary of the Company, incorporated in Tanzania, has been wound up with effect from March 02, 2026. The formal notification regarding the winding up of HCG Tanzania, dated March 02, 2026, has been received by the Company on March 26, 2026.

Except as stated above, no other companies have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

10.3 Divestment of entire equity shareholding in BACC Health Care Private Limited:

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on May 19, 2026, approved the divestment of the Companys entire equity shareholding in BACC Health Care Private Limited ("BACC"), which operates the fertility and reproductive healthcare business under the "Milann" brand, to Inviga Healthcare Fund I and its nominee (collectively, the "Buyer"), for an aggregate consideration of H37,64,44,788, subject to agreed deductions and adjustments under the Share Purchase Agreement ("SPA").

The consideration is payable in two tranches, comprising H28,23,33,591, representing 75% of the aggregate consideration, payable upon completion of the transaction, and the balance H9,41,11,197, representing 25% of the aggregate consideration, payable within 18 months from the date of execution of the SPA. The deferred consideration is neither conditional nor contingent.

The transaction, being a related party transaction, was approved by the Audit Committee and the Board of Directors and was undertaken on an arms length basis, following a competitive process. The consideration was determined taking into account, inter alia, a valuation undertaken by an independent third-party valuer.

The divestment forms part of the Companys broader strategic and capital allocation priorities and is intended to sharpen its focus on its core oncology business, unlock value from a non-core investment and enable more efficient deployment of capital towards identified growth opportunities. BACC was not a material subsidiary of the Company.

The transaction was completed on June 29, 2026, upon transfer of the Companys entire equity shareholding in BACC to the Buyer and, consequently, BACC ceased to be a subsidiary of the Company with effect from that date.

11. Public deposits:

During the financial year, the Company did not accept any deposits within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest on deposits was outstanding as at March 31, 2026, and there were no deposits which were not in compliance with the requirements of Chapter V of the Act.

12. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:

Particulars of loans given, guarantees and securities provided and investments made by the Company, to the extent applicable under Section 186 of the Act, are disclosed in the notes to the standalone financial

statements forming part of this Annual Report. The disclosures required under the SEBI Listing Regulations in respect of loans and advances in the nature of loans are also set out in the financial statements, as applicable.

13. Related party transactions:

The Company has adopted a Policy on Related Party Transactions in accordance with the Act and Regulation 23 of the SEBI Listing Regulations. The Policy establishes the governance framework for identification, review, approval, monitoring and disclosure of related party transactions and is periodically reviewed to ensure alignment with applicable law and regulatory requirements.

All related party transactions are placed before the Audit Committee for prior approval in accordance with applicable law. Omnibus approval is obtained, where permissible, for transactions that are repetitive in nature and satisfy the conditions prescribed under the SEBI Listing Regulations and the Act. Transactions undertaken pursuant to omnibus approvals are placed before the Audit Committee on a quarterly basis for review and monitoring.

All related party transactions entered into by the Company during FY 2025-26 were in the ordinary course of business and on an arms length basis, as applicable. The contracts or arrangements entered into with related parties during the year for which shareholders approval have been received by the Company are reported in Form AOC-2 which is enclosed as Annexure 8. Further, no material related party transaction, as defined under the SEBI Listing Regulations, was entered into by the Company during the year.

During the year, the Company entered into consultancy arrangements with Dr. B. S. Ajaikumar and Mrs. Anjali Ajaikumar Rossi for provision of specified professional and advisory services, as set out in the table below. The requisite approvals of the Audit Committee, Nomination and Remuneration Committee, Board and Members, as applicable, were obtained in accordance with the Act and the SEBI Listing Regulations.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, the Company made the prescribed disclosures of related party transactions to the Stock Exchanges within the applicable timelines.

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" of the Company in accordance with Regulation 31A of the SEBI Listing 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.

Hector Asia Holdings II Pte. Ltd., has acquired 318 equity shares in the Company pursuant to the mandatory Open Offer on August 07, 2025.

16. Share Capital as on March 31, 2026:

16.1 Authorized Share Capital: As on March 31, 2026, 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:

During FY 2025-26, the issued, subscribed and paid-up equity share capital of the Company increased from INR 139,41,53,700 (comprising 13,94,15,370 equity shares of INR 10 each) to INR 149,30,22,030 (comprising 14,93,02,203 equity shares of INR 10 each), consequent to allotments made pursuant to exercise of employee stock options and the Rights Issue, as detailed below.

During the year, the Board allotted (a) 15,84,730 equity shares on September 12, 2025; and (b) 7,537 equity shares on November 12, 2025, pursuant to exercise of vested options by eligible employees under HCG ESOS 2021.

The Company completed a rights issue of 82,94,566 fully paid-up equity shares of face value INR 10 each at an issue price of INR 512 per Rights Equity Share (including a securities premium of INR 502 per share), aggregating to approximately INR 424.68 crore, in the ratio of 1 Rights Equity Share for every 17 fully paid-up equity shares held by eligible equity shareholders as on the record date of March 2, 2026. The Rights Issue Committee allotted 82,94,566 Rights Equity Shares on March 27, 2026. Consequent to the allotment, the paid-up equity share capital increased from INR 141,00,76,370, comprising 14,10,07,637 equity shares, to INR 149,30,22,030, comprising 14,93,02,203 equity shares. The Rights Equity Shares were subsequently credited to the respective demat accounts and admitted to listing and trading on the Stock Exchanges in accordance with applicable law.

During the year under review, the Company did not issue any equity shares with differential voting rights or any sweat equity shares.

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 SEBI 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:

19. Board of Directors:

19.1 Composition of Board of Directors:

The Board of Directors of the Company is appropriately constituted with a balanced mix of Executive, NonExecutive and Independent Directors, bringing together a wide range of skills, experience and perspectives. This diversity enables constructive challenge, informed decision-making and effective oversight of management.

As at March 31, 2026, the Board comprises 10 Directors. In line with the requirements of the SEBI Listing Regulations, Independent Directors constitute 50% of the Board, including one Independent Woman Director, thereby ensuring adequate independence in Board deliberations. The composition of the Board is set out below:

All Independent Directors are independent of management and free from any relationships or circumstances that could materially impair, or appear to impair, their ability to exercise objective judgment. They meet the independence criteria prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Board currently includes three women Directors-one Independent Director and two Non-Executive, Non-Independent Directors-reflecting the Companys continued focus on inclusive governance.

Detailed profiles of the Directors, including their qualifications and areas of expertise, are set out elsewhere in this Annual Report.

19.2 Directors appointed during the financial year till the date of Report:

The changes in the constitution of the Board during the financial year and till the date of Report are as under:

(a) 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)

(b) 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 re-designation and appointment of Dr. B.S. Ajaikumar (DIN: 00713779) and Mrs. Anjali Ajaikumar

Rossi (DIN: 08057112), hitherto functioning as Whole-Time 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.

(c) Appointment of an Executive Director: Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 30, 2025, 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.

(d) 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.

The shareholders of the Company have approved the appointment of Mr. Akshay Tanna, Ms. Simrun Mehta, Dr. Manish Mattoo and Mr. Bijou Kurien, Additional Directors as Directors of the Company vide shareholders resolution passed through Postal Ballot on August 10, 2025, all other terms of appointment remaining the same.

(e) Reappointment of Independent Director:

Subsequent to the close of the financial year, based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 19, 2026 approved the re-appointment of Mr. Rajiv Maliwal (DIN: 00869035) as a Non-Executive Independent Director for a second term of five consecutive years with effect from May 25, 2026, subject to the approval of the Members in accordance with applicable law. The Members of the Company have subsequently approved the re-appointment of Mr. Rajiv Maliwal in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

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:

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)

19.4 Retirement by rotation:

Pursuant to Section 152 of the Act and the Articles of Association of the Company, Ms. Simrun Mehta and Mr. Akshay Tanna retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Board, based on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment for approval of the Members.

The requisite resolutions, together with the relevant disclosures, form part of the Notice convening the ensuing Annual General Meeting.

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 12 (twelve) times during FY 2025-26, on:

(i) May 24, 2025; (ii) May 30, 2025; (iii) June 30, 2025; (iv) August 1, 2025; (v) September 12, 2025; (vi) November 12, 2025; (vii) December 1, 2025; (viii) February 5, 2026; (ix) February 17, 2026; (x) February 24, 2026; (xi) March 2, 2026; and (xii) March 30, 2026.

The interval between any two consecutive Board meetings did not exceed 120 days. All meetings were duly convened and conducted in accordance with the applicable provisions of the Companies Act, 2013 ("Act"), the SEBI Listing Regulations, and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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 and changes during the year:

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, 2026.

i) Dr. Manish Mattoo - Chief Executive Officer and Chief Financial Officer, and

ii) Ms. Sunu Manuel - Company Secretary

21.1 The following are the changes in the Key Managerial Personnel of the Company ("KMP") occurred during the year:

(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 re-designation 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.

(d) Resignation of the Chief Financial Officer of the Company: Ms. Ruby Ritolia has tendered her resignation as the Chief Financial Officer effective from September 02, 2025. Accordingly, she ceased to be a KMP with effect from September 2, 2025.

(e) Appointment of Chief Financial Officer in Interim Capacity and Key Managerial Personnel of the Company: Based on the recommendation of the Audit Committee and the Nomination and Remuneration Committee, the Board has appointed Dr. Manish Mattoo, Executive Director and Chief Executive Officer, as the Chief Financial Officer of the Company in Interim capacity with effect from December 01, 2025. The appointment shall be effective till a new Chief Financial Officer is appointed by the Board of Directors and assumes office as the Chief Financial Officer. Dr Mattoo is a KMP with effect from June 30, 2025, in the capacity of Chief Executive Officer and Chief Financial Officer of the Company in Interim capacity.

Except as stated above, there were no other appointments or resignations of Key Managerial Personnel during the financial year.

The Board of Directors places on record its sincere appreciation and gratitude to Mr. Meghraj Arvindrao Gore and Ms. Ruby Ritolia for their exemplary leadership, dedicated service and significant contributions during their tenure with the Company. The Board acknowledges their invaluable guidance and active involvement in the strategic, operational and financial management of the Company, which have meaningfully contributed to the Companys growth and progress.

21.2 The following are the changes in the Key Managerial Personnel of the Company ("KMP") after the year under review:

a) Appointment of Chief Financial Officer and Key Managerial Personnel of the Company: Based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee, the Board has approved the appointment of Mr. Sanjeev Kumar as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from commencement of business hours on May 25, 2026.

b) Relinquishment of the additional charge of Chief Financial Officer of the Company in Interim capacity:

Consequent to Mr. Sanjeev Kumar assuming charge as the Chief Financial Officer of the Company with effect from May 25, 2026, Dr. Manish Mattoo, Executive Director and Chief Executive Officer, who was appointed as the Chief Financial Officer in Interim capacity and Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013, has relinquished the additional charge of Chief Financial Officer of the Company in Interim capacity with effect from May 25, 2026.

The Board of Directors places on record its sincere appreciation for the leadership, commitment and valuable contributions rendered by Dr. Manish Mattoo during his tenure as the Chief Financial Officer of the Company in Interim capacity.

22. Committees of the Board and their constitution:

During the financial year, the Board had the following seven 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.

G. Rights Issue Committee.

Keeping in view the requirements of the Companies Act, 2013 and SEBI 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 SEBI Listing Regulations, and have been detailed in the Corporate Governance Report, forming part of this Annual Report.

The Audit Committee met 7 (seven) times during FY 202526, on: (i) May 24, 2025; (ii) May 30, 2025; (iii) August 1, 2025; (iv) November 12, 2025; (v) December 1, 2025; (vi) February 5, 2026; and (vii) March 30, 2026.

All recommendations made by the Audit Committee during the financial year were accepted by the Board of Directors.

The composition of the Audit Committee during the financial year 2025-26 and the attendance at the committee meetings are given in the below table.

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 SEBI 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).

With effect from January 01, 2026, the Audit Committee of the Board has further been reconstituted as follows:

(i) Ms. Geeta Mathur, Independent Director (Chairperson);

(ii) Mr. Rajagopalan Raghavan, Independent Director (Member);

(iii) Mr. Pradip Kanakia, Independent Director (Member);

(iv) Ms. Simrun Mehta, Non-Executive Non-Independent Director (Member);

(v) Mr. Akshay Tanna, Non-Executive Non-Independent Director (Member); and

(vi) Mr. Bijou Kurien, 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 2025-26. The meetings were held on May 30, 2025, and December 03, 2025.

The composition of the Risk Management Committee and the attendance at the committee meetings during the financial year 2025-26 are given in the below table:

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 SEBI 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 SEBI Listing Regulations.

The Nomination and Remuneration Committee met 9 (nine) times during FY 2025-26, on: (i) May 24, 2025; (ii) May 30, 2025; (iii) May 30, 2025; (iv) June 30, 2025; (v) August 1, 2025; (vi) September 12, 2025; (vii) November 12, 2025; (viii) December 1, 2025; and (ix) February 5, 2026. All recommendations made by the Committee during the financial year were accepted by the Board of Directors.

The composition of the Nomination and Remuneration Committee and the attendance at the committee meetings during the financial year 2025-26 are given in the below table.

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 SEBI Listing, 2015, as amended, and other applicable provisions, if any, with effect from May 30, 2025, as follows:

(i) Mr. Rajagopalan Raghavan, Independent Non

Executive 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 Regulation 20 of SEBI Listing Regulations.

Stakeholders Relationship Committee of the Board has met once during the financial year 2025-26. The meeting was held on March 27, 2026.

The composition of the Stakeholders Relationship Committee and the attendance at the Committee meeting held during the financial year 2025-26 are given in the below table.

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 SEBI Listing Regulations, 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 the Company are as per Section 135 of the Companies Act, 2013 and the applicable rules thereunder.

The committee has met once during the FY 2025-26 which was held on February 04, 2026.

The composition of the Corporate Social Responsibility Committee as on March 31, 2026 and the attendance at the Committee meeting held during the financial year 2025-26 are given in the below table:

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.

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.

(G) Rights Issue Committee:

The Committee was constituted by our Board of Directors at their Meeting held on February 17, 2026, in order to ensure efficient, timely and smooth implementation of the proposed Rights Issue.

The committee has met once during the FY 2025-26 which was held on March 27, 2026.

The Rights Issue Committee of the Board has been reconstituted considering best governance practices, regulatory expectations and practical execution requirements. The composition of the Rights Issue Committee and the attendance at the Committee meeting held during the financial year 2025-26 are given in the below table:

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.

Upon completion of the Rights Issue and the matters incidental and ancillary thereto, the Rights Issue Committee ceased to be in existence, having fulfilled the purpose for which it was constituted.

23. Board Evaluation:

In compliance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company undertook the annual performance evaluation of the Board for the financial year 2025-26. The evaluation framework was designed in line with the provisions of the Companies Act, 2013, the SEBI 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.

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, Non-Executive 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 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:

Pursuant to Regulation 21 of the SEBI 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 Company has adopted and implemented an Enterprise Risk Management ("ERM") framework designed to identify, assess, prioritise, monitor and mitigate strategic, operational, financial, regulatory, clinical, technology and other material risks. The framework seeks to integrate risk considerations into strategic planning and business decision-making while maintaining an appropriate balance between risk and opportunity.

The Risk Management Committee periodically reviews the Companys principal risks, emerging risk landscape, mitigation plans and risk appetite, and provides guidance on strengthening risk governance and resilience. The Committee also reviews the adequacy and effectiveness of the risk management systems and processes and reports material matters to the Board. Further details of the enterprise-wide risk management framework are set out in the Management Discussion and Analysis Report forming part of this Annual Report.

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.

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.

26. Compliance Management Framework:

The Company has instituted a technology-enabled compliance management framework for identification, ownership, monitoring and reporting of compliances under applicable laws and regulations. Compliance status, material deviations and corrective actions are periodically reviewed by the senior management and placed before the Audit Committee and the Board, as appropriate. The framework is supported by defined responsibilities, periodic certifications and escalation mechanisms designed to promote timely compliance and accountability across the organisation.

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.

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:

During the year under review, the Company continued to strengthen its internal audit framework through a combination of an in-house Internal Audit function, concurrent audits and support from Ernst & Young LLP ("EY"), the external Internal Auditors of the Company. This integrated framework is designed to provide independent and risk-based assurance on the adequacy and operating effectiveness of the Companys internal controls, governance processes and risk management framework.

As part of strengthening the in-house Internal Audit function, Mr. Vijay S. Shanbhag was appointed as the Internal Auditor of the Company under Section 138 of the Companies Act, 2013, with effect from December 1, 2025. Mr. Shanbhag has been associated with the Companys Internal Audit and Risk Management functions since 2017 and has also been leading the concurrent audit of the Companys centres across India. In discharging his responsibilities as Internal Auditor, Mr. Shanbhag continues to be supported by EY, the external Internal Auditors of the Company.

Subsequent to the close of the financial year, based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 19, 2026, approved the re-appointment of Mr. Vijay S. Shanbhag as the Internal Auditor of the Company for a further term of one year with effect from May 30, 2026.

The internal audit framework enables periodic and focused review of key financial and operational processes, internal controls and business risks. Significant audit observations, management responses, agreed corrective actions and the status of remediation are periodically placed before the Audit Committee, which oversees the Internal Audit function and monitors the effectiveness of the Companys internal control and risk management environment.

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 timely preparation of reliable financial disclosures.

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.

As part of the Corporate Governance Report, CEO/ CFO certification is provided, for assurance on the existence 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.

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 SEBI Listing Regulations.

31. Code for Prevention of Insider Trading:

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.

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, 2026, 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:

M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were re-appointed as the Statutory Auditors of the Company for a second term of five consecutive years commencing from the conclusion of the 24^th Annual General Meeting held on September 29, 2022 until the conclusion of the 29^th Annual General Meeting to be held in 2027, in accordance with Section 139 of the Act.

The Statutory Auditors have confirmed their continued eligibility under the applicable provisions of the Act and the rules made thereunder.

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, 2026. 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, 2026:

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 03/2025 dated September 22, 2025 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 2025-26, 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 real-time 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:

The Company recognizes equity-based compensation as an important instrument for attracting, retaining and

motivating employees and aligning their interests with the long-term growth and value creation objectives of the Company. The employee stock option schemes of the Company are administered by the Nomination and Remuneration Committee ("NRC"), in accordance with their respective terms and the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("SEBI SBEB Regulations").

The disclosures required under the SEBI SBEB Regulations in respect of the employee stock option schemes of the Company for the financial year ended March 31, 2026, are annexed to this Report as Annexure 2 and are also available on the website of the Company.

43.1 HCG Employee Stock Option Scheme 2014 ("HCG ESOS 2014"):

HCG ESOS 2014 was formulated prior to the listing of the equity shares of the Company and was subsequently ratified by the Members at the Annual General Meeting held on September 29, 2016, in accordance with the then applicable SEBI (Share Based Employee Benefits) Regulations, 2014. Following the introduction of HCG ESOS 2021, the Company decided that no further grants would be made under HCG ESOS 2014. All options granted under HCG ESOS 2014 that had vested and remained pending for exercise have since been exercised and, accordingly, there are no outstanding options under the Scheme as on March 31, 2026.

43.2 HCG Employee Stock Option Scheme 2021 ("HCG ESOS 2021")

The Board of Directors, at its meeting held on February 11, 2021, approved the introduction of HCG ESOS 2021, which was subsequently approved by the Members. The Scheme provides for grant of employee stock options to eligible employees of the Company and its subsidiaries, with each option entitling the holder, upon vesting and exercise, to one equity share of the Company, subject to the terms of the Scheme and the respective grants.

On February 21, 2025, the Board approved an amendment to HCG ESOS 2021 providing eligible option holders with an option to surrender up to an aggregate of 16,19,741 employee stock options that had vested prior to or immediately following the "Trade Sale", as defined in the relevant grant letters, in consideration for a cash settlement determined in accordance with the approved terms. The amendment was subsequently approved by the Members by way of a Special Resolution through Postal Ballot on April 27, 2025.

During FY 2025-26, pursuant to the aforesaid amendment, the Company accepted the surrender of 16,19,741 employee stock options and paid an aggregate cash consideration of H58.08 crore, calculated at a settlement price of H495 per option less the applicable exercise price. Further, consequent to the accelerated vesting of the remaining options under HCG ESOS 2021 which were not eligible for cash settlement, an amount of H69 lakh was

recognised under employee benefit expenses during the financial year.

During FY 2025-26, the Company also allotted 15,92,267 equity shares pursuant to the exercise of employee stock options, as compared with 1,25,683 equity shares allotted during the previous financial year.

The grants under HCG ESOS 2021 were administered by the NRC in accordance with the terms of the Scheme and the respective grant letters, including the applicable vesting conditions and performance criteria.

43.2HCG Employee Stock Option Scheme 2026 ("HCG ESOS 2026")

With a view to establishing a long-term equity incentive framework aligned with the Companys growth strategy and shareholder value creation, the Board of Directors, at its meeting held on February 5, 2026, based on the recommendation of the NRC, approved the introduction and adoption of the HCG Employee Stock Option Scheme 2026 ("HCG ESOS 2026"), subject to the approval of the Members and other requisite statutory and regulatory approvals.

Under HCG ESOS 2026, the maximum number of equity shares that may be issued pursuant to exercise of options granted under the Scheme shall not exceed 74,21,455 equity shares. The Scheme provides for grant of employee stock options to eligible employees of the Company and its subsidiaries in accordance with the SEBI SBEB Regulations.

The Members have subsequently approved HCG ESOS 2026. The Company is yet to obtain in-principle approval from the Stock Exchanges for the equity shares proposed to be issued pursuant to the Scheme. No options have been granted under HCG ESOS 2026 as on the date of this Report.

Consequent upon HCG ESOS 2026 becoming operational, no further grants are proposed to be made under HCG ESOS 2021, without prejudice to the rights and obligations arising in respect of options already granted thereunder.

The Company confirms that its employee stock option schemes have been implemented and administered in accordance with their respective terms and the applicable provisions of the SEBI SBEB Regulations. There has been no material change in the schemes during the year under review, except for the matters specifically disclosed above.

No employee was granted options during the financial year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

The employee stock compensation expense recognized in the standalone financial statements for the year ended March 31, 2026 was INR 12.19 million, as compared with INR 58.82 million for the previous financial year.

The disclosures prescribed under the SEBI SBEB Regulations, including details relating to the schemes, options granted, vested, exercised, surrendered or outstanding, and equity shares allotted pursuant to exercise of options, as applicable, are set out in Annexure 2 to this Report and are also available on the https://www. hcgoncology.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 2025-26.

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 SEBI Listing Regulations, the Executive Director & Chief Executive Officer and Chief Financial Officer in the Interim capacity of the Company have given appropriate certifications to the Board of Directors.

Further, pursuant to Regulation 34(3) read with Part E of Schedule V of the SEBI 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 SEBI 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 202223. BRSR report for the financial year 2025-26 forms an integral part of this Annual Report.

47. Disclosure related to Insolvency and Bankruptcy:

During the financial year under review, there are no applications 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 SEBI 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 2025-26 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 co-operation, patronage and trust reposed in the Company and its healthcare services.