Indraprastha Medical Corporation Ltd Directors Report

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to general reserve on declaration of dividend. The Board of Directors has decided to retain the entire amount of profits for 2025-26 in the distributable retained earnings.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiaries or associate companies. Also, it does not have any joint venture operation with any other entity.

THE STATE OF COMPANY AFFAIRS

The Hospital remained committed to providing world class quality healthcare and services. Focus continued on improving operational efficiencies across functions, improving patient services and enhancing safety for patients and staff.

During the year under review, several complex procedures

were performed by our team of clinicians, bringing respite to

many chronically ill patients and their families.

The following rare procedures were performed at the

Indraprastha Apollo Hospital:

1. First Rezum therapy for the treatment of BPH was carried out smoothly, marking a significant advancement in minimally invasive urological care.

2. Indias first leadless pacemaker (dual chamber) implantation through a metallic prosthetic tricuspid was performed on a 65 year old patient with a complex cardiac history, including mechanical tricuspid valve replacement, developed symptomatic bradyarrhythmia requiring pacing—where conventional options were high-risk or unfeasible. The procedure provided effective pacing and immediate symptom relief, marking a significant breakthrough in cardiac care.

3. A 41 year old patient had an L4-L5 disc prolapse along with a coexisting intradural tumor at the same level—an extremely uncommon presentation with only six such cases reported worldwide. The patient presented with lowback pain radiating to the right lower limb for a duration of 2 months. A month after the onset of symptoms, the pain started to radiate to the left lower limb as well. Both conditions were successfully treated in a single surgery, and the patient was discharged without any motor neurological deficit.

4. A 45-year-old patient with ESRD and neurogenic bladder, successfully underwent simultaneous living donor kidney transplantation and ileal conduit formation. Despite complex preoperative and postoperative challenges, the patient had an uneventful recovery with excellent graft function.

5. A 14 year old girl from Nigeria with sickle cell disease, presented with severe left hip pain and functional disability due to advanced avascular necrosis of the femoral head, successfully underwent a left dualmobility uncemented total hip arthroplasty with meticulous perioperative sickle cell precautions. Preoperative optimisation included exchange blood transfusion to significantly reduce HbS levels before surgery. Postoperative care was managed by a multidisciplinary team, and she was discharged pain- free, ambulating comfortably with support.

6. A 77 year old female patient with recurrent left breast invasive ductal carcinoma (triple-negative)

and significant comorbidities, including hypertrophic obstructive cardiomyopathy, underwent successful ultrasound-guided percutaneous Cryoablation under local anesthesia. The ice ball completely encompassed the 1.5 cm lesion with adequate margins and no immediate complications. The procedure and postprocedure course were uneventful, and the patient was discharged the following day. Cryoablation was performed using freeze-thaw-freeze cycles, resulting in formation of an ice ball completely encompassing the lesion and sufficient margin.

7. A Valve-in-Valve Transcatheter Aortic Valve Implantation (ViV-TAVI) was performed in a patient with a prior Bio-Bentall procedure, marking the first such case described in medical literature. A 72-year-old female with a degenerating bio-prosthetic aortic valve and Chronic residual descending aortic dissection was successfully treated using a 23 mm Navitor Vision (Abbott) valve through a highly complex, trans-femoral access route. The procedure was completed over 3.5 hours with excellent outcomes—the patient was discharged in stable condition. This case is being presented at PCR London Valves 2025, the worlds largest conference for trans-catheter heart valve therapies.

Further, a novel HLA allele identified by Transplant Immunology laboratory of the Hospital, has been officially recognised and established by the WHO HLA Nomenclature Committee and assigned the designation HLA-B*56:106, with inclusion in the IPD-IMGT/HLA Database. This achievement reflects the high technical expertise and quality standards of our team and further strengthens our institutions standing in the field of immunogenetics and transplantation diagnostics at national and international levels.

On a Public Interest Litigation (PIL) regarding free treatment in the hospital, the Honble Delhi High Court vide its order dated September 22, 2009, has held that free treatment provided by the hospital shall be inclusive of medicines & medical consumables.

The Company has filed a Special Leave Petition (SLP) before the Honble Supreme Court of India challenging the order of the Honble Delhi High Court. The Honble Supreme Court has admitted the SLP and has passed an interim order on November 30, 2009, pursuant to which, the Company has been providing free treatment to the patients referred by the

Government of NCT of Delhi and has been charging only for medicines & medical consumables. The financial impact in the matter can be quantified only after the final decision by the Honble Supreme Court of India.

The Directorate of Health Services, Government of NCT of Delhi, has appointed a Nodal Officer to be permanently stationed in the Hospital to support, guide and monitor the treatment of patients referred by the Government.

The Company has moved an Interlocutory Application before the Honble Supreme Court seeking direction that the conditions relating to provision of free treatment facilities for patients belonging to indigent category to the extent of 10% IPD and 25% OPD be made applicable to the Company as have been made applicable in case of other hospitals. Additionally, the Company has also made representations before the Government of NCT of Delhi to allow the Company to extend free treatment including medicines and consumables up to 10% IPD and 25% OPD as applicable to other hospitals.

During the year, a total of 48,737 patients (43,655 Out Patients and 5,082 In Patients) were treated under the free category.

Accreditation

Healthcare accreditation is one of the major steps towards improving quality and patient safety. Indraprastha Apollo Hospitals was the first hospital in the country to get Joint Commission International (JCI) accreditation in the year 2005. It has been reaccredited for the seventh time in December, 2023.This milestone is a testament to our commitment to maintaining the highest standards of patient care and safety.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Listing Regulations, forms an integral part of this report. The requisite certificate from Mr. Baldev Singh Kashtwal, Practicing Company Secretary, confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, forms an integral part of this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under the SEBI Listing Regulations, the Business Responsibility and Sustainability Report forms part of this Annual Report. The report outlines the initiatives taken by the Company from an environmental, social and governance perspective and is part of the Annual Report.

SEXUAL HARASSMENT POLICY

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment of women employees at the work place.

The following is a summary of sexual harassment complaints received and disposed off during the year:

VIGIL MECHANISM/WHISTLE BLOWER POLICY

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year, the Company has not given any loan or made an investment, nor given any guarantee in terms of Section 186 of the Companies Act, 2013.

FIXED DEPOSITS

During the year, your company did not accept any deposits or renew existing deposits from the public. The total outstanding deposits with the Company as on March 31, 2026, is Nil.

Board Composition and Independent Directors

As at the end of the day on March 31, 2026, the Board consisted of four Non-Executive - Non-Independent Directors, one Executive Director and eight Independent Directors.

Independent directors are appointed, based on the recommendation of the Nomination and Remuneration Committee, for a term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the management.

All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Listing Regulations and they are independent of the management.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Prof. (Dr.) Mahesh Verma and Dr. Suneeta Reddy, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Based on the outcome of the performance evaluation process, the Board recommends their reappointment. The notice convening the AGM, to be held on September 24, 2026, sets out the relevant details.

Change in Board Composition

Dr. Menaka Guruswamy (DIN 08742679) completed her tenure viz. first term of five (5) consecutive years on May 22, 2025, as Independent Director on the Board of Directors of the Company. Owing to her professional commitments and law practice as a Senior Advocate at the Supreme Court of India, she opted not to renew her second term as an Independent Director on the Board of Directors of the Company. Consequently, she ceased to be the Independent Director of the Company.

Dr. Arun Rai (DIN 07159822) completed his tenure viz. second term of five (5) consecutive years on May 25, 2025, as Independent Director on the Board of Directors of the Company. Consequently, he ceased to be the Director of the Company.

Mr. Sudhir Jalan (DIN 00111118) has been appointed as Independent Director of the Company, for a period of 5 consecutive years effective from August 6, 2025 to August 5, 2030.

Mr. Harsh Pati Singhania (DIN 00086742) has been appointed as Independent Director of the Company, for a period of 5 consecutive years effective from February 3, 2026 to February 2, 2031.

Ms. Vineeta Rai (DIN 07013113) completed her tenure viz. first term of five (5) consecutive years on February 7, 2026 and was re-appointed as an Independent Director for the second term of five (5) consecutive years effective from February 8, 2026 to February 7, 2031.

Policy-on-Related-Party-Transaction.pdf

Your directors draw the attention of the members to Notes

to the financial statements which sets out related party

disclosures.

During the financial year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure -1.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company have constituted a Corporate Social Responsibility and Sustainability ("CSRS") Committee. As part of its initiatives under CSR, the Company has focused and undertaken projects in the areas of Rural Development, Healthcare, Education & Skill Development and Research in Healthcare. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2025-2026 is annexed herewith marked as Annexure - 2 to this Report.

STATUTORY AUDITORS

The Members at the Annual General Meeting held on September 23, 2022, had approved the re-appointment of Statutory Auditors of your Company namely, M/s S.N. Dhawan & Co., LLP, Chartered Accountants, for the second and final term of five consecutive years, to hold office from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting to be held in the year 2027.

The Report given by Statutory Auditors on the financial statement of the Company for the financial year 2025-26 forms part of the Annual Report. The Notes on the financial statements referred to in the Auditors Report are self- explanatory and do not call for any further comments.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026,

is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s Devarajan Swaminathan and Co., Cost Accountants (FRN 100669), to audit the cost accounts of the Company for the financial year 2026-27 on a remuneration of Rs. 6.50 Lacs.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s Devarajan Swaminathan and Co., Cost Accountants (FRN 100669), is included at Item No. 5 of the Notice convening the Annual General Meeting.

The Company has maintained cost records in accordance with the provisions of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, in respect of healthcare services.

SECRETARIAL AUDITORS

The Members at the Annual General Meeting held on September 24, 2025, had approved the appointment of Secretarial Auditors of your Company namely, M/s RSM & Co., Peer Reviewed Firm of Practicing Company Secretaries, for a period of five consecutive years commencing from Financial Year 2025-26 to 2029-30.

Secretarial Auditors Report

The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed herewith marked as Annexure - 3, to this Report.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. and the same is covered under the Secretarial Audit Report, save and except that:

(i) the Govt, of NCT of Delhi - one of the promoters of the Company, have not dematerialized their shareholding in the Company. Requests have been made by the Company to the Govt, of NCT of Delhi to get their shareholding dematerialized; and

(ii) appointment / re-appointment of Mr. Sudhir Jalan, Ms. Vineeta Rai & Mr. Salil Singhal, who had attained the age of 75 years and above, as Independent Directors of the Company without obtaining prior approval of the Shareholders.

Internal Auditors

The Board of Directors of the Company based on the recommendations of the Audit Committee, appointed M/s SCV & Co. LLP., as Internal Auditors to conduct Internal Audit of the Company for a period up to September 30, 2027.

Boards response on Auditors qualification, reservation or adverse remarks or disclaimer made.

The Directors hereby confirm that there are no qualifications, reservations or adverse remark made by the statutory auditors of the company or in the secretarial audit report by the practicing company secretary and secretarial compliance report for the year ended March 31, 2026, save and except that the Govt, of NCT of Delhi - one of the promoters of the Company, have not dematerialised their shareholding in the Company. Requests have been made by the Company to the Govt, of NCT of Delhi to get their shareholding dematerialised.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

OTHER DISCLOSURES:

a) During the year, the Company had complied with the applicable, Secretarial Standards relating to "Meetings of the Board of Directors" and "General Meetings".

b) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016, which materially impact the business of the Company.

c) There were no instances where the Company required the valuation for one time settlement or while taking loans from the Banks or Financial Institutions.

d) During the year there has been no change in the nature of business of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN I EXCHANGE EARNINGS AND OUTGO.

Information as required to be disclosed 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 annexed herewith marked as Annexure - 4 to this Report.

ANNUAL RETURN

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution made by, the consultant doctors and the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of the Government of NCT of Delhi, business constituents, bankers and other financial institutions and shareholders of the Company for their continued support.