Max Healthcare Institute Ltd Directors Report.

Dear Shareholders,

Your Directors have the pleasure of presenting the 20th Annual Report on Business and Operations of the Company ("MHIL" or "Company") together with the Audited Financial Statements and the Auditors Report thereon for the financial year ("FY") ended March 31, 2021.

The Company reported a strong performance during the FY gone by but more importantly, in FY 2019-20 and FY 2020-2021, it has laid solid foundations for even stronger performance across key performance metrics in the years to come. The Companys financial results reflect the commitment to its vision "to be the most well regarded healthcare provider in India, committed to the highest standards of clinical excellence and patient care supported by latest technology and cutting edge research".

UPDATE ON COVID-19 PANDEMIC

During FY 2020-21, COVID-19 was an unprecedented crisis that impacted all businesses globally. Your Company was

in forefront of war against COVID-19 and volunteered a few of its healthcare facilities towards the cause. The Company was one of the first private labs to start COVID-19 testing. The Company through one of its partner healthcare facilities, was also the first to conduct convalescent plasma therapy trial for critically ill patients. In response to the crisis, isolation facilities were created, operating procedures on screening of patients, admission, management and treatment of COVID-19 patients were established. The Company also strengthened its operating procedures on infection prevention and control, healthcare worker safety and recommended protocols and guidelines on providing treatment including performing surgeries of other patients during the COVID-19 pandemic to ensure the safety of its employees and patients. Further, your Company leveraged technology to provide ‘video consultation for the patients and offered home management and monitoring services through Max@Home.

FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED

The highlights of the Companys financial performance on Standalone and Consolidated basis, for the year ended March 31,2021 are summarized below:

(INR in Crore)
Standalone Consolidated
Particulars Year ended March 31, 2021 Year ended March 31,2020 Year ended March 31, 2021 Year ended March 31,2020
Revenue from Operations 1,031 59 2,505 1,059
Other Income 106 66 114 48
Total Income 1,137 125 2,619 1,107
Total Expenditure 870 65 2,101 965
Operating Profit 267 60 518 142
Less: Finance Charges 112 60 179 83
Cash Profit 155 - 339 59
Less: Depreciation 91 3 174 46
Profit before exceptional items, tax and share of (profit)/loss in associates 64 (3) 165 13
Exceptional items 211 - 234 -
Tax Expense/(Income) 18 - 46 -
Net profit/(loss) after tax and before share of (profit)/loss in associates (165) (3) (115) 13
Share of profit/(loss) in associates - - 23 (46)
Net profit/(loss) after tax for the year (165) (3) (138) 59
Other Comprehensive Income/(loss) - Remeasurement loss on defined benefit - - 1 -
Total Comprehensive income/(loss), net of tax (165) (3) (137) 59
Earnings per equity share*
Basic & diluted (INR) (1.91) (0.05) (1.59) 1.01

* Nominal value of INR 10 each

Note: Pursuant to filing of NCLT order approving the Composite Scheme of Amalgamation and Arrangement on June 01, 2020, the Company has accounted for the merger of healthcare undertaking of Radiant Life Care Private Ltd. ("Radiant") and erstwhile Max India Ltd. as "reverse merger" under Ind -AS 103 "Business Combination". Accordingly, the financial results for the year ended March 31, 2020 presented above is of Healthcare undertaking of Radiant and thus, not comparable with the current year. Further, financial year ended March 31, 2021 has the result of ten months operations of the Company and twelve months of Healthcare undertaking of Radiant.

FINANCIAL HIGHLIGHTS

The Company achieved revenue of INR 1,030.80 Crore in FY 2020-21. The revenues from healthcare services and those from low value added sale of pharmaceutical supplies contracted and stood at INR 960.60 Crore and INR 50.40 Crore respectively. Despite, a significant drop in financial performance during Q1 FY21 owing to COVID-19 induced lockdown, the Company displayed resilience and achieved sharp business recovery during the later half of the year. Overall, it was a satisfying performance on both revenue and profitability during the period.

The material costs to operating revenue ratios stood at INR 245.10 Crore (23.8%) during FY 2020-21.

Other costs to operating revenue (including employees, doctors, hospital services, sales and marketing, power and fuel etc.) stood at INR 624.80 Crore (60.6%) during FY 2020-21.

The operating profit before interest and depreciation was INR 267.40 Crore in FY 2020-21. The Cash Profit was INR 155 Crore, Net Profit stood at INR 64.10 Crore, Exceptional items of INR 210.70 Crore in FY 2020-21, Net Loss before tax after exceptional items stood at INR 146.50 Crore during FY 2020-21, Tax expense stood at INR 18.00 Crore and Net Loss after Tax stood at INR 164.50 Crore.

STATE OF COMPANYS AFFAIR, OPERATING RESULTS AND PROFITS

Your Company continue to be the second largest publicly listed hospital chain operator in India (considering only income from healthcare services aggregated for Company, Radiant and Partner Healthcare Facilities), in FY 2020-21, with a significant concentration of facilities in North India. Our network consists of 17 Network Healthcare Facilities, including eight hospitals and four medical centres in Delhi and NCR region, with the remaining located in Mumbai in Maharashtra, Mohali and Bathinda in Punjab and Dehradun in Uttrakhand. Your Company provides healthcare services across secondary and tertiary care specialities, with a focus on oncology, neurosciences, cardiac sciences, orthopaedics, renal sciences, liver and biliary sciences and minimal access metabolic and bariatric surgery ("MAMBS") at the Network Healthcare Facilities. In addition, the Company also provides (i) diagnostic, pathology, radiology, radiation oncology and clinical services, through fee and/or revenue-sharing agreements, in select specialities and departments to four of the Partner Healthcare Facilities; and (ii) diagnostics, radiation oncology and operation and management services to two Managed Healthcare Facilities; and (iii) related holistic healthcare services to two "super speciality" hospitals in Mohali and Bathinda, under a public private partnership arrangement with the Government of Punjab. Additionally, the Company has established a representative office in Nairobi, Kenya under the name ‘Truemax Healthcare, which helps in liasoning with current and potential patients, and carrying out sales and marketing activities focused on building the Companys brand internationally. The Company has also incorporated MHC Global Healthcare (Nigeria) Limited ("MGHL") in Lagos, Nigeria as a wholly owned subsidiary on May 20, 2019 in line with the international strategy of the Company, to serve an increasing number of patients from abroad. MGHL will be operational once the COVID-19 situation stabilizes. The Company is in the process of incorporating a wholly owned subsidiary in the United Arab Emirates, primarily with a view to engage in providing business support services and/or activities in connection with solicitation of overseas

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patients for the Company. Further, the Company is in the process of incorporating a wholly owned subsidiary for Noncaptive Pathology Business and the same is expected to be operational in FY22.

All decisions at the Company are taken considering the interest of patients. In line with its objective of becoming the most trusted healthcare provider in India, the Company makes efforts to consistently improve the quality of all its services. The Company has put together a winning combination of ultra-modern healthcare facilities equipped with best-in-class diagnostic and therapeutic technology and a competent team comprising of some of the finest clinical and para- medical talent available in the country. All facilities owned and operated by the Company follow globally accepted medical protocols and procedures and are focused on delivering the best possible clinical outcomes.

FY 2020-21 was a challenging year for the healthcare sector due to COVID-19 pandemic. The pandemic created a huge strain on the sectors workforce, infrastructure and supply chain. The Company also witnessed these challenges and had to re-prioritise its key strategic areas earmarked for the year to focus on the management of the COVID-19 crisis. The Companys performance in both of its hospital and diagnostics businesses was significantly impacted during the first two quarters of the year due to country-wide lockdown in April and May 2020. However, both businesses witnessed significant recovery during the later half of the year to record the highest ever EBITDA consecutively for Q3 and Q4 FY 2020- 21 respectively. The Company was also successfully able to navigate the challenges by ensuring sustainability and continuity of business operations and maintaining a comfortable liquidity position through the year.

DECLARATION OF DIVIDEND & TRANSFER TO GENERAL RESERVES

In view of the carried forward losses, the Board of Directors of the Company have not recommended any dividend for the year under review. Accordingly, there has been no transfer to general reserve for the year ended March 31, 2021.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated Dividend Distribution Policy approved by the Board of Directors and the same can be accessible on the website of the Company at https://www.maxhealthcare.in/investors/ corporate-governance.

SIGNIFICANT EVENTS DURING THE FY 2020-21

Your Company undertook a comprehensive strategic review and prioritized key areas to drive revenues and operational performance. These include aspects related to evaluating the current portfolio of the Companys facilities and planned bed expansion, initiating cost optimisation measures across the network, investing in technology and medical equipment and further strengthening its clinical excellence program. Further details in this regard have been provided under the Management Discussion and Analysis Report forming part of this Annual Report.

Further, the Company has from time to time during the year under review updated its stakeholders about the key developments that took place by disseminating necessary information to the stock exchanges and through various means of communications to the investors. Some of key activities are mentioned below:

(a) Changes in the Board and Key Managerial Personnel ("KMP")

During the year under review, the Board of Directors and Key Managerial Personnel underwent changes, details whereof are separately disclosed in this Report.

(b) Discontinuance of operations at Max Multi Speciality Centre, Pitampura ("Max Pitampura")

The Board of Directors at their meeting held on June 27, 2020 accorded the approval to shut down and discontinue all operations at Max Pitampura w.e.f. July 1,2020 on account of business and financial challenges faced w.r.t running and operating Max Pitampura.

(c) Effectiveness of the Scheme, Allotment and Listing of equity shares

The Honble National Company Law Tribunal, Mumbai Bench (NCLT) vide its order dated January 17, 2020 sanctioned the Composite Scheme of Amalgamation and Arrangement amongst erstwhile Max India Limited, the Company, Radiant, Max India Ltd. (formerly known as Advaita Allied Health Services Limited) and their respective shareholders and creditors ("Scheme") and the Scheme was effective from June 1, 2020. Pursuant to the Scheme, the Company, on June 19, 2020, allotted 63,50,42,075 (Sixty Three Crore Fifty Lakh Forty Two Thousand Seventy Five) fully paid up equity shares to the shareholders of Radiant as on June 1, 2020 in the share entitlement ratio of 9,074:10 and 26,62,41,995 (Twenty Six Crore Sixty Two Lakh Forty One Thousand Nine Hundred Ninety Five) fully paid up equity shares to the shareholders of erstwhile Max India Limited as on June 15, 2020 in the share exchange ratio of 99:100.

Further, 26,69,97,937 (Twenty Six Crore Sixty Nine Lakh Ninety Seven Thousand Nine Hundred Thirty Seven) equity shares each held by Radiant and erstwhile Max India Ltd., in the Company, got cancelled simultaneous to the issuance of equity shares to the shareholders of Radiant and erstwhile Max India Limited as aforesaid, on June 19, 2020.

Subsequent to the effective date, healthcare business of Radiant was demerged into the Company and also, residual erstwhile Max India Ltd. (i.e. post demerger of allied health and associated services into Advaita Allied Health Services Limited) which comprises of healthcare activities (including its underlying investment in the Company) amalgamated with the Company. Post demerger and amalgamation, the Company has become the second largest healthcare delivery chain in India (considering only income from healthcare services aggregated for Company, Radiant and Partner Healthcare Facilities). The enhanced scale enabled the Company to drive efficiencies and improve capabilities.

Further, pursuant to the Scheme, the equity shares of the Company were listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on August 21, 2020.

(d) Adoption of new set of Articles of Association ("AOA")

I n terms of Shareholders Agreement dated December 24, 2018 entered amongst the Company, Mr. Abhay Soi and Kayak Investments Holding Pte. Ltd. ("Kayak") ("Post Merger SHA") read with Deed of Accession and Adherence dated June 1,2020 executed by the Company and pursuant to abovementioned NCLT order, the equity shares of the Company were listed on the NSE and BSE. Accordingly, several changes were proposed in AOA of the Company in compliance with SEBI Regulations relating to listing and other applicable laws, for the listing of equity shares on the aforementioned stock exchanges, as well as to incorporate the rights and obligations conferred on Mr. Abhay Soi and Kayak by virtue of said Post Merger SHA and the provisions related to general management of affairs of the Company as per Table F Schedule I of the Companies Act, 2013 ("the Act") with exception.

The requisite postal ballot notice containing the resolution for adoption of new set of AOA was sent to the shareholders through e-mail in terms of Section 110 and other applicable provisions of the Act read with Rule 20 and 22 of the Companies (Management & Administration) Rules, 2014 (the "Management Rules") read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 22/2020 dated June 15, 2020 issued by the Ministry of Corporate Affairs, Government of India ("MCA") in view of COVID-19, by way of voting through electronic means, for their approval. The shareholders accorded their approval for the above matter on July 30, 2020 with requisite majority.

(e) Amendment in Object Clause of the Memorandum & Association ("MOA")

The clause III B (45) of the MOA of the Company was amended to incorporate necessary enabling powers for investing and dealing with the assets/money and to lend/ borrow money and to provide security or give guarantee including mortgaging, hypothecating or pledging or creating charge over the whole or any part of the property, for operational convenience and clarity. The resolution for amendment in the aforesaid object clause of MOA was sent to the shareholders of the Company through aforesaid postal ballot notice. The shareholders accorded their approval on July 30, 2020 with requisite majority.

(f) Issue of Securities to Eligible Qualified Institutional Buyers ("QIB")

Pursuant to the resolution passed by the Board of Directors on September 1, 2020 and special resolution passed by the shareholders of the Company on September 29, 2020 for issue of equity shares to QIBs, on March 10, 2021, the Company had issued and allotted 6,14,12,482 (Six Crore Fourteen Lakh Twelve Thousand, Four Hundred Eighty Two only) equity shares of face value of INR 10 each at a price of INR 195.40 per equity share (including a premium of INR 185.40 per equity share) aggregating to INR 11,99,99,98,982.80 (Indian Rupees Eleven Hundred Ninety Nine Crore Ninety

Nine Lakh Ninety Eight Thousand Nine Hundred and Eighty Two and Eighty Paisa) to QIB pursuant to Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), Section 42 and other applicable provisions of the Act, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 made thereunder, each as amended, and the provisions of all other applicable laws inter alia to the extent possible, to achieve minimum public shareholding requirement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MD&A REPORT")

The Management Discussion and Analysis Report forms an integral part of this Annual Report and inter alia gives details of the overall industry structure, economic developments, performance and state of affairs of the Companys business in India and abroad, risk management systems and other material developments during the year under review.

REPORT ON CORPORATE GOVERNANCE ("CG REPORT")

The Company is committed to benchmarking itself with global standards of Corporate Governance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance.

In terms of Listing Regulations, a report on Corporate Governance along with the certificate from M/s Sanjay Grover & Associates, Company Secretaries (Firm Registration No. P2001DE052900) confirming compliance of the conditions of Corporate Governance is annexed and forms an integral part of this Annual Report.

MINIMUM PUBLIC SHAREHOLDING THRESHOLD

As on the date of this Board Report, the public shareholding of the Company is 29.54% including 4.82% paid up equity capital (5.15% at the time of sale), sold by Max Ventures Investment Holdings Private Limited ("MVIHPL") and Mr. Analjit Singh, certain Promoters of the Company was not undertaken towards compliance with the Minimum Public Shareholding ("MPS") threshold. In terms of the Securities Contracts (Regulation) Rules, 1957 ("SCRR") as amended and the Listing Regulations, the Company is required to achieve a minimum level of public shareholding of 25% of its paid-up equity share capital within one year from the date of listing, i.e., on or prior to August 20, 2021. The Company is taking necessary actions to ensure the compliance within the prescribed timelines.

RECLASSIFICATION OF PROMOTERS

The current Promoters of the Company are Mr. Analjit Singh, Ms. Neelu Analjit Singh, Ms. Piya Singh, Mr. Veer Singh, Ms. Tara Singh Vachani, MVIHPL (collectively "Analjit Singh Group"), Mr. Abhay Soi and Kayak Investments Holding Pte. Ltd ("Kayak"). Pursuant to the Scheme, Analjit Singh Group is to be reclassified as public shareholders in accordance with the provisions of the Listing Regulations (such reclassification, the "De-promoterisation"). Such De-promoterisation will be undertaken only upon the Company achieving the MPS requirement as prescribed under the SCRR. Post such De- promoterisation, Mr. Abhay Soi and Kayak shall be the Promoters of the Company.

SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE

The Authorised Capital of the Company has been increased from INR 10,85,00,00,000 (Indian Rupees One Thousand Eighty Five Crore) to INR 1385,00,00,000 (Indian Rupees One Thousand Three Hundred Eighty Five Crore) divided into 1,26,00,00,000 (One Hundred Twenty Six Crore) equity shares of INR 10 each by creation of additional 30,00,00,000 (Thirty Crore) equity shares of INR 10 each ranking pari passu in all respect with the existing equity shares of the Company and (ii) 12,50,00,000 (Twelve Crore Fifty Lakh) Cumulative Preference Shares having a nominal value of INR 10 each with the approval of shareholders of the Company in the Annual General Meeting ("AGM") held on September 29, 2020.

Pursuant to the Scheme, on June 19, 2020, 63,50,42,075 (Sixty Three Crore Fifty Lakh Forty Two Thousand Seventy Five) fully paid up equity shares of the Company have been allotted to the shareholders of Radiant as on June 1, 2020 in the share entitlement ratio of 9,074:10 and 26,62,41,995 (Twenty Six Crore Sixty Two Lakh Forty One Thousand Nine Hundred Ninety Five) fully paid up equity shares to the shareholders of erstwhile Max India Limited as on June 15, 2020 in the share exchange ratio of 99:100.

Further, 26,69,97,937 (Twenty Six Crore Sixty Nine Lakh Ninety Seven Thousand Nine Hundred Thirty Seven) equity shares each held by Radiant and erstwhile Max India Ltd., in the Company, got cancelled simultaneous to the issuance of equity shares to the shareholders of Radiant and erstwhile Max India Limited as aforesaid, on June 19, 2020.

On March 10, 2021, the Company has issued and allotted 6,14,12,482 (Six Crore Fourteen Lakh Twelve Thousand Four Hundred Eighty Two) equity shares of face value of INR 10 each at a price of INR 195.40 per equity share (including a premium of INR 185.40 per equity share) aggregating to INR 11,99,99,98,982.80 (Indian Rupees Eleven Hundred Ninety Nine Crore Ninety Nine Lakh Ninety Eight Thousand Nine Hundred Eighty Two and Eighty Paisa) to QIBs, pursuant to Chapter VI of the SEBI ICDR Regulations, Section 42 and other applicable provisions of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 made thereunder, each as amended and the provisions of all other applicable laws.

As on March 31,2021, the issued, subscribed and paid up equity share capital stands at INR 9,65,94,50,060 (Indian Rupees Nine Hundred Sixty Five Crore Ninety Four Lakh Fifty Thousand Sixty only) divided into 96,59,45,006 (Ninety Six Crore Fifty Nine Lakh Forty Five Thousand Six) equity shares of INR 10 each fully paid up. The Company has only one class of equity shares with face value of INR 10 each, ranking pari-passu.

Except as mentioned above, the Company has not issued any shares during FY 2020-21.

CHANGE IN NATURE OF BUSINESS

During FY 2020-21, there was no change in the nature of Companys business.

STATEMENT OF DEVIATION OR VARIATION IN UTILIZATION OF PROCEEDS RAISED, IF ANY, DURING THE YEAR

As mentioned above, the Company has raised funds amounting ~INR 1,200 Crore (Indian Rupees Twelve Hundred Crore) by way of Qualified Institutions Placement ("QIP").

Pursuant to the Regulation 32(1) of the Listing Regulations, there is no deviation / variation in the utilization of proceeds as stated under "Use of Proceeds" in the placement document of QIP. Further, the details of the utilization of funds are submitted to the Stock Exchanges in the prescribed format in accordance with SEBI notification dated December 24, 2019.

The requisite annexure for the detail for utilization of proceeds of QIP has been provided in the CG Report.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2021, the Company has six (6) subsidiaries

i.e. Hometrail Buildtech Private Limited ("HBPL") (100%), Alps Hospital Limited (100%), Crosslay Remedies Limited ("CRL") (83.16%), Saket City Hospitals Limited ("SCHL") (100%), Radiant Life Care Mumbai Private Limited (99.99%) and MHC Global Healthcare (Nigeria) Limited ("MGHL").

Further, the Board of Directors of the Company at their meeting held on June 19, 2020, have adopted a policy for determining "material subsidiary" pursuant to the Listing Regulations. The said policy is available on the website of the Company at https://www.maxhealthcare.in/investors/corpo rate- governance.

Based on the Audited Financials of the Company for FY 2020-21, pursuant to Regulation 16(1) of Listing Regulations, HBPL and CRL are material subsidiaries of the Company for FY 2021-22.

Further, pursuant to Regulation 24(1) of the Listing Regulations, CRL is the material subsidiary of the Company for FY 2021-22 and on May 28, 2021, the Board recommended the appointment of Mr. K. Narasimha Murthy, an Independent Director on the Board of the Company, as a Director on the Board of CRL.

As on March 31, 2021, the Company has no associate/joint venture company.

Further, the Board at its meeting held on February 6, 2021 had accorded its approval to incorporate an offshore wholly owned subsidiary i.e. Max Healthcare FZ LLC to be registered in Dubai Healthcare City in UAE for the purpose of business development and support services in the healthcare industry. The incorporation of the Max Healthcare FZ LLC is under process.

Also, the Board at its meeting held on April 06, 2021, approved incorporation of a wholly owned subsidiary of the Company to inter-alia provide range of diagnostic services including pathology lab services to retail and non-captive customers as well as third party hospital lab management and the Company is in the process of incorporating the said subsidiary company i.e. Max Lab Limited.

INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY

The Company has a robust and well embedded system of internal controls, which are reviewed and upgraded based on Risk Control testing performed from time to time. Comprehensive policies, guidelines and procedures are laid down for all business processes and these are accessible to the concerned employees through the designated web page. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements, management reporting for business performance management and for maintaining accountability of assets.

An extensive risk based programme of internal audits, theme based audits, exceptional reporting and IT based transaction controls, coupled with constant management reviews, provide assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit and Risk Committee ("A&RC") periodically. Further, A&RC also monitors the status of management actions emanating from internal audit reviews.

During the year under review, such controls were assessed and no reportable material weaknesses in the design or operation were observed. The statutory auditors during the course of their audit did not find any material weakness in controls and / or misstatement resulting from lack of internal controls.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of the Section 136 of the Act financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company will provide a copy of separate Annual Accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said Annual Accounts will be available for inspection. In terms of provision to Section 136(2) of the Act, the shareholders interested in obtaining a copy of separate audited or unaudited financial statements, as the case may be, as prepared in respect of each of the subsidiary(ies) of the Company may write to the Company Secretary at the Companys registered office or by email at investors@maxhealthcare.com.

A statement in Form AOC-1 containing the salient features of the financial statements of the Companys subsidiary(ies) is also attached with Standalone Financial Statements.

REPORT ON PERFORMANCE & FINANCIAL POSITION OF THE SUBSIDIARIES

In terms of Rule 8(1) of the Companies (Accounts) Rules, 2014, the highlights on performance of subsidiaries and their contribution to the overall performance of the Company during FY ended March 31,2021 are as follows:

• Hometrail Buildtech Private Limited (HBPL): HBPL was incorporated on April 21, 2008 and is having its registered office at N - 110, Panchsheel Park, New Delhi-110017. HBPL is a wholly owned subsidiary of the Company.

Pursuant to the Concession Agreement(s) executed with the Government of Punjab for setting up of SuperSpeciality hospitals in Bhatinda and Mohali, HBPL is currently running and operating two hospitals (viz. Max Super Speciality Hospital, Bhatinda and Max Super Speciality Hospital, Mohali) that provides high end medical care to residents of tricity of Chandigarh, Mohali, Panchkula and in the industrial town of Bathinda, Punjab along with other similar programmes for providing treatment and medical services. These hospitals have been set up as Public Private Partnership with Govt. of Punjab.

During the year ended March 31, 2021, HBPL made a Profit after Tax ("PAT") of INR 36 Crore. The total comprehensive income for FY 2021 is INR 36 Crore.

• Alps Hospital Limited (ALPS): Alps was incorporated on May 26, 1989. ALPS shifted its registered office from National Capital Territory (NCT) of Delhi to State of Maharashtra i.e. 401,4th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra-400056 w.e.f. March 16, 2021. ALPS is a wholly owned subsidiary of the Company and also filed a petition before NCLT Mumbai Bench for Merger by absorption with another wholly owned subsidiary of the Company i.e. Saket City Hospitals Limited ("SCHL") on April 09, 2021.

It operates in the healthcare services business in India. Currently, it focuses on establishing, maintaining and running a hospital in Gurugram, Haryana ("Max Hospital, Gurugram"). It also has dispensaries, maternity and family welfare centers, diagnostic and pathology centers, emergency and trauma centers, X-Ray and E.C.G centers etc. Also, in order to effectively manage radiology services and to provide the services round the clock cover, during the year, ALPS has outsourced its Radiology and related services to SCHL.

During the year ended March 31, 2021, ALPS made a PAT of INR 2 Crore. The total comprehensive income for FY 2021 is INR 2 Crore.

• Crosslay Remedies Limited (CRL): CRL was incorporated on January 8, 2002 and is having its registered office at N - 110, Panchsheel Park, New Delhi-110017. CRL owns and currently operates Max Super Speciality Hospital, Vaishali (erstwhile Pushpanjali Crosslay Hospital) and Max Multi Speciality Centre, Noida.

CRL provides a spectrum of preventive, diagnostic and treatment alternatives with follow - up care in all medical specialities. It also provides key tertiary care specialities such as oncology, renal sciences, GI sciences, orthopedics and joint replacement, cardiac sciences and neurosciences etc.

In terms of the share purchase cum subscription agreement dated May 28, 2015, the Company acquired majority stake in CRL, pursuant to which it became the subsidiary. As on March 31, 2021, the Company holds 83.16% shares in CRL.

During the previous financial year ended March 31, 2020, the Relevant Shareholders Group exercised their put option and an amendment to Share Purchase Agreement ("CRL SPA") dated January 15, 2020 was executed amongst CRL, Relevant Shareholders Group and Company for acquisition of 3,15,68,142 (Three Crore Fifteen Lakh Sixty Eight Thousand And One Hundred Forty Two) equity shares by December 31, 2020, unless mutually extended. Pursuant to amendment agreement to CRL SPA dated June 18, 2020, 74,59,001 (Seventy Four Lakh Fifty Nine Thousand and one) equity shares (constituting ~5.21%) have been acquired for INR 23.32 Crore (Indian Rupees Twenty Three Crore and Thirty Two Lakh). As at March 31, 2021, the Company holds 83.16% equity stake in CRL and the timelines for the acquisition has been mutually extended. The Management basis its assessment of non-controlling interest under Ind AS 110, has concluded that as per the terms of amendment to CRL SPA dated June 18, 2020, the Company continues to have the present ownership interest with the right to purchase the remaining equity

shares and accordingly, treated CRL as a wholly owned subsidiary for consolidation purposes.

Further, by way of a second amendment agreement dated April 05, 2021, the Company has agreed to purchase remaining 16.84% of equity share capital of CRL in one or more tranches, from other shareholders of CRL. Subsequent to acquisition of remaining 16.84% of CRL equity shares, CRL will become wholly owned subsidiary of the Company in terms of the Act.

During the year ended March 31,2021, CRL made a PAT of INR 44 Crore. The total comprehensive income for FY 2021 is INR 44 Crore.

• Saket City Hospitals Limited (SCHL): SCHL was incorporated on January 8, 1991. In terms of Share Purchase Agreement dated November 27, 2015, amongst the Company, Smart Health City Pte. Limited ("Seller") and SCHL ("SCHL SHA"), SCHL became subsidiary of the Company w.e.f December 1, 2015 by way of acquisition of 51% of the paid up equity share capital of SCHL.

Further, in accordance with Clause 5 of the SCHL SHA, the Seller issued Put Option Notice to MHIL on March 28, 2019, requiring the Company to purchase all the option Shares (i.e. 1,42,81,883 equity shares) at the option price as defined under SCHL SHA.

On March 26, 2020, the Seller, the Company, Dr. Bhupendra Kumar Modi, Kayak and SCHL entered into a Share Purchase Agreement, to buy the option shares from the Seller jointly by Kayak and the Company. Accordingly, the Seller transferred 16,81,883 equity shares (Sixteen Lakh Eighty One Thousand Eight Hundred and Eighty Three) and 1,26,00,000 (One Crore Twenty Six Lakh) equity shares to MHIL and Kayak respectively on March 27, 2020.

Simultaneously, on March 26, 2020, SCHL, MHIL and Kayak, had entered into a Share Purchase Agreement for purchasing the Kayaks stake (i.e.1,26,00,000 equity shares). Pursuant to Amendment Agreement dated March 11,2021 to this Agreement, the Company, has purchased 1,26,00,000 equity shares representing 42.8% of equity share capital ("Purchased Shares") of SCHL from Kayak (such transaction, the "Share Purchase Transaction"). Pursuant to the Share Purchase Transaction, SCHL has become a wholly owned subsidiary of the Company with effect from March 15, 2021. As on March 31, 2021 Company is holding 100% equity stake in SCHL.

SCHL provides healthcare services including sale of medicines in the course of delivery of healthcare services by way of Business to Business (B2B), construction services, supply, erecting and installation of equipment and other related services. SCHL is also in the business of purchasing, taking on lease, license, or otherwise acquiring, operating or administering establishments of medical services.

During the year, Saket City Hospital Private Limited was converted into a public limited Company and its registered office was shifted from National Capital Territory (NCT) of Delhi to State of Maharashtra w.e.f March 18, 2021 at 401, 4th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra-400056. SCHL filed a petition before NCLT Mumbai Bench for Merger by absorption

with another wholly owned subsidiary of the Company i.e. ALPS on April 09, 2021.

During the year ended March 31, 2021, SCHL made a loss after tax of INR 6 Crore. The total comprehensive loss for the FY 2021 is INR 6 Crore.

• Radiant Life Care Mumbai Private Limited (RLCM):

RLCM was incorporated on May 21, 2014 under the Act. Its registered office is situated at 401, 4th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai, Maharashtra - 400056.

RLCM is engaged in the business of setting up, maintaining and operating hospitals (whether with or without a medical school), nursing institutes and homes, clinics and medical centres offering medical facilities and to outfit speciality medical units in existing hospitals, nursing homes and medical centres and operate, manage or exploit them and also to provide education respecting medical, surgical and pharmaceutical fields. Presently, it focuses on operating and managing a super speciality hospital i.e. Nanavati Hospital, situated at Vile Parle (West), Mumbai, Maharashtra.

During the year ended March 31, 2021, RLCM made a loss after tax of INR 7 Crore. The total comprehensive loss for the FY 2021 is INR 7 Crore.

• MHC Global Healthcare (Nigeria) Limited (MGHL):

MGHL was incorporated under the Companies and Allied Matters Act 1990 on May 20, 2019 and is having its registered office at Kresta Laurel Complex, 4th Floor, 376, Ikorodu Road, Maryland, Ikeja, Lagos, Nigeria. MGHL is a wholly owned subsidiary of the Company.

MGHL was incorporated in Lagos, Nigeria as a wholly owned subsidiary in line with Companys international strategy to serve an increasing number of patients from abroad. MGHL will be operational once COVID-19 situation stabilizes.

REPRESENTATIVE OFFICE IN KENYA

The Kenya branch office continued on its strong growth trajectory during the period under review. The Nairobi office expanded its footprints within Kenya by setting two smaller offices in the cities of Mombasa and Kisumu. The business rose significantly from these markets. The Nairobi office also focused on high end and high value procedures of Bone Marrow Transplants, Liver Transplants and Pediatric Cardiac Surgeries. The credit business through the key client National Health Insurance Fund (NHIF), remained very well managed and within approved credit limits.

PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations), the Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons (‘the Code). The said Code lays down guidelines which provide for the procedure to be followed and disclosures whilst dealing with shares of the Company. Further, the Company has complied with the standardized reporting of violations related to code of conduct under PIT Regulations. The Company has also put in place the institutional mechanism for prevention of insider trading along with policy for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information. The Company has set up a mechanism for weekly tracking of the dealings of equity shares of the Company by the designated persons and their immediate relatives having access to unpublished price sensitive information.

As part of the awareness programme, the Company has imparted training to concerned persons by the subject matter expert and initiatives are being taken to educate and promote awareness on the practical aspects of PIT Regulations and the Code.

PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits from the public/shareholders of the Company pursuant to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders value and growth. The Board is duly supported by the Chairman & Managing Director and Senior Management Team in ensuring effective functioning of the Company.

The Companys policy is to have an appropriate blend of Executive and Non-Executive Directors including Independent Directors, representing a judicious mix of professionalism, knowledge and experience, in line with the Managements commitment for the principle of integrity and transparency in business operations for good Corporate Governance. The Board provides strategic guidance and direction to the Company to help achieve its vision, long-term strategic objectives and to protect the interest of the stakeholders.

As on March 31,2021, the Board was comprised of 7 (seven) Directors (including one woman Director), out of which 1 (one) was a Promoter & Executive Director, 2 (two) were Non-Executive Non Independent Directors and 4 (four) were Non-Executive Independent Directors.

As on the date of this Report, the Board comprises of 7 (seven) Directors (including one woman Independent Director), out of which 1 (one) is a Promoter & Executive Director, 2 (two) are Non-Executive Non Independent Directors and 4 (four) are Non-Executive Independent Directors.

The following changes took place in the directorship and key managerial personnel of the Company during FY ended March 31,2021:

• Mr. Abhay Soi, based on recommendations of Nomination & Remuneration Committee ("NRC") on June 19, 2020 and as approved by the Board on June 19, 2020 and shareholders of the Company on July 30, 2020, was appointed as the Chairman & Managing Director of the Company for a period of three consecutive years with effect from June 19, 2020 on the terms & conditions as set out in the employment agreement executed between the Company, the details whereof have been provided in the CG Report.

• Due to preoccupation elsewhere, Mr. Prashant Kumar stepped down from the Board as a nominee of Kayak with effect from June 19, 2020 and Ms. Ananya Tripathi joined the Board in his place as a nominee of Kayak with effect from June 19, 2020.

• Mr. Mohit Talwar, Ms. Tara Singh Vachani and Mr. Dinesh Kumar Mittal stepped down from the Board of the Company as nominee of erstwhile Max India Limited with effect from June 1, 2020.

• Dr. Mradul Kaushik was appointed as Manager of the Company in terms of section 203 of the Act, with effect from August 01, 2019 and subsequently he stepped down from the position of Manager with effect from June 15, 2020.

Subsequent to FY 2020-21, Mr. Upendra Kumar Sinha, Independent Director stepped down from the Board with effect from May 20, 2021. And, Ms. Harmeen Mehta was appointed as a woman additional Independent Director on the Board of the Company with effect from May 24, 2021.

In terms of the provisions of Section 152 of the Act, Ms. Ananya Tripathi, Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company. Being eligible, she has offered herself for re-appointment. Your Directors recommend her appointment at the ensuing AGM.

In accordance with the provisions of Section 161 of the Act and AOA of the Company, the Board of Directors on May 24, 2021 approved the appointment of Ms. Harmeen Mehta as an additional Director to hold the office upto the date of ensuing AGM of the Company and as an Independent Director for a term of five consecutive years on the Board of the Company with effect from the same date i.e. May 24, 2021, subject to the approval of shareholders in the ensuing AGM of the Company.

The Company has received notice in writing in terms of Section 160 of the Act, proposing the candidature of Ms. Harmeen Mehta for the office of Director of the Company. The Board recommends the appointment of Ms. Harmeen as an Independent Director for a term of five consecutive years with effect from May 24, 2021, at the ensuing AGM of the Company.

During the year under review, apart from the above stated facts, there was no change in the composition of Board of Directors and Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company as on date, Mr. K Narasimha Murthy, Mr. Mahendra Gumanmalji Lodha, Mr. Michael Thomas Neeb and Ms. Harmeen Mehta, have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) and 25(8) of the Listing Regulations. They are also in compliance with Rule 6 (1) & (2) of the Companies (Appointment & Qualifications of Directors) Rules, 2014. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All other Directors of the Company have also provided declarations on the fact that they are not debarred from holding the office of Director by virtue of any SEBI order or any other statutory authority as required under the Circular dated June 20, 2018 issued by BSE and NSE.

The Board of Directors of the Company is of the opinion that the Independent Directors possess a high level of integrity, expertise and experience which are beneficial to the Company and its stakeholders.

The disclosures with regard to resignation, appointment and re-appointment of Directors are available at website of the Company at https://www.maxhealthcare.in/investors/ corporate-governance

KEY MANAGERIAL PERSONNEL

Mr. Abhay Soi, Chairman & Managing Director, Mr. Yogesh Kumar Sareen, Senior Director & Chief Financial Officer and Ms. Ruchi Mahajan, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with the Section 2(51) and Section 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2021.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at least four times in a year, with a maximum time gap of 120 days between any two meetings, to discuss and review the quarterly results and other items of agenda, including the minimum information required to be placed before the Board, as per Part A of Schedule II of the Listing Regulations. The Board also meet and conduct additional meetings as and when required and thought fit. The dates for the Board and Committee Meetings are decided in advance and timely communicated to the Directors.

The Chairman & Managing Director of the Board, Senior Director & Chief Financial Officer, Senior Director - Corporate Affairs and the Company Secretary & Compliance Officer, discuss the items to be included in the Board agenda. The agenda of the meeting along with relevant supporting documents and explanatory notes is generally circulated in advance to all the Directors entitled to receive the same, to facilitate meaningful and quality discussions during the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In case the detailed agenda is shared in less than seven days before the date of meeting, the agenda is taken up with the permission of the Chairman and with the consent of majority of the Members present in the Meeting, including one Independent Director. The Senior Management officials are also invited to various Board / Committee Meetings to provide additional input on the matters being discussed by the Board and its Committees.

As required under the Act and Listing Regulations, the Board has constituted four Committees viz., Stakeholders Relationship Committee, Audit & Risk Committee ("A&RC"), Nomination and Remuneration Committee ("NRC") and Corporate Social Responsibility Committee ("CSR") and the details of membership of the Committees are disclosed in CG Report which forms an integral part of this Annual Report.

Keeping in view the requirements of the Act 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 of these Committees are submitted to the Board for approval.

The details of meetings of Board and Committee(s), changes in composition of the Committee(s) during the FY 2020-21 has been provided under the CG Report forming part of this Annual report.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

Pursuant to provisions of the Act, NRC of the Board, has formulated a Nomination, Remuneration and Board Diversity Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel (KMPs), Senior Management and other employees of the Company and to ensure diversity at the Board level.

The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors. It takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination, Remuneration and Board Diversity Policy of the Company.

The remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the year under review are provided under Annexure - 1.

In compliance with the Listing Regulations, during the year ended March 31, 2021, the Company has updated its Nomination, Remuneration and Board Diversity Policy. The details of this policy are available on the Companys website and can be accessed at https://www.maxhealthcare.in/ investors/corporate-governance.

The salient features of the Nomination, Remuneration and Board Diversity Policy are as under:

• Represents the approach of the Company for remuneration of Directors and Senior Management;

• Sets out the approach to have a diversity on the Board of the Company in terms of gender, age, cultural, educational & geographical background, ethnicity, profession, experience skills and knowledge;

• The compensation of Directors, Key Managerial Personnel, Senior Management and other employees is based on the following principles:

a. Aligning key executive and Board remuneration with the long term interests of the Company and its shareholders;

b. Minimizing complexity and ensuring transparency;

c. Linked to long term strategy as well as annual business performance of the Company;

d. Promoting a culture of meritocracy and linked to key performance and business drivers; and

e. Reflective of line expertise and market competitiveness so as to attract the best talent.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its

Committees and individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committees, such as adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meetings, Boards focus, regulatory compliances and corporate governance, etc. Similarly, for evaluation of individual Directors performance, the questionnaire covers various aspects like his/ her skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions; sufficient understanding and knowledge of the Company and the sector in which it operates; understanding and fulfilling the functions as assigned to him / her as Director; ability to function as an effective team member; actively takes initiatives with respect to various areas; availability for Board meetings and attends the meeting regularly and timely, without delay; adequate commitment to Board and the Company; effective contribution to the Company and in the Board meetings; demonstrating highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.) and exercise of his / her own judgment and voices opinion freely.

The Board members had submitted their response on a scale of 1 (strongly disagree) to 4 (strongly agree) and evaluated performance of Board, its Committees and individual Directors, including Chairman of the Board. The Independent Directors had met separately without the presence of Non-Independent Directors and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Non-Executive Directors including Independent Directors. They have assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. The NRC has also carried out evaluation of each Directors performance.

The performance evaluation of the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it is determined whether to extend or continue their term of appointment, whenever their respective term expires.

The Independent Directors suggested that the Board need to spend more time in strategic discussion as the Company is going through its turnaround phase. Also, an annual session on technological developments in healthcare sector should be organized as a part of annual training to Directors. Based on majority of the feedback, the Directors expressed satisfaction with the overall evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

A declaration of independence in compliance with Section 149(6) of the Act and Regulation 16(1 )(b) and 25(8) of the Listing Regulations, has been taken on record from all the Independent Directors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

As required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 ("Accounts Rules) the particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, are given in "Annexure -2" hereto and forms part of this Board Report.

WEB LINK OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the ‘Investors section of the Companys website: https://www.maxhealthcare.in/investors/corporate- governance.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties has been provided in the CG Report.

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2020 -21 were in the ordinary course of business and on an arms length basis. There was no related party transaction requiring approval of Board. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Companys policy on dealing with related party transaction.

Further, during FY 2020-21, there were no materially significant related party transactions entered by the Company with the Promoters, Directors, KMPs or other designated persons, which might have potential conflict with the interest of the Company at large.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, detailed disclosure on related party transactions as per IND AS- 24 containing the name of the related party and details of the transactions entered with such related party have been provided under Note No. 29.11 of the Standalone Financial Statements.

The policy on dealing with related party transactions is available on the Companys website https://www.maxhealthcare.in/ investors/corporate-governance

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules), is appended as Annexure - 1 to this Board Report. The information as per Rule 5(2) of the Rules forms part of this report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Board Report and Financial Statements are being sent to the shareholders of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 134(5) of the Act, your Directors, to the best of their knowledge and belief confirm that:

(i) In the preparation of annual accounts for the FY ended on March 31,2021, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2021 and of the profit or loss of the Company for the FY ended on March 31,2021.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

(v) The Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N) ("Deloitte"), were appointed as the Statutory Auditors of the Company at the AGM held on September 29, 2020 for a term of 5 consecutive years until the conclusion of the AGM of the Company to be held in the year 2025.

The notes on financial statement referred in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, comment, observation, reservation or adverse remark.

AUDITORS CERTIFICATE ON COMPLIANCE WITH FDI NORMS

Pursuant to Reserve Bank of India Circular Ref. RBI / 20132014 / 117A.P. (DIR Series) Circular No. 1 dated July 4, 2013 (as amended from time to time) and in terms of Rule 23(6) of Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Company has obtained a certificate from the Statutory Auditors as required under the said Rules regarding downstream investment. In the Certificate, the Statutory Auditors noted that, in some cases, Form DI with Reserve Bank of India and intimation to DPITT were not filed till date. The Management informed the Statutory Auditors that the delay was inadvertent and necessary form/intimation are being filed.

REPORTING OF FRAUD BY THE AUDITORS

During the year under review, the Statutory Auditors have not reported any fraud, which are committed against the Company by officers or employees of the Company.

COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records & Audit) Rules, 2014, the Company had appointed M/s Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for FY 2020-21. The Company has made and maintained the Cost accounts and records in accordance with section 148 sub-section (1) of the Act read with Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report will be filed within the stipulated period of 180 days from the close of the FY.

Further, the Company has received a certificate from M/s Chandra Wadhwa & Co. confirming their eligibility and willingness for appointment as the Cost Auditor of the Company for FY 2021-22.

The Company has appointed M/s Chandra Wadhwa & Co., as Cost Auditor of the Company for FY 2021-22, at a remuneration of INR 5,72,000 (Indian Rupees Five Lakh Seventy Two Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses. Further, in terms of Section 148 (3) of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditor so appointed will be proposed for ratification by the shareholders of the Company in the ensuing AGM.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as the Secretarial Auditor for FY 2020-21. The Secretarial Audit Report for FY ended March 31, 2021 is annexed herewith as "Annexure-3" to this Board Report.

The Secretarial Auditor of the Company has reported that during the period under review the Company has complied with the applicable provisions of the Act, Rules and Regulations, Guidelines including as prescribed under SEBI Act except to the extent as mentioned below:

As per Regulation 18(1) of the Listing Regulations, with respect to the composition of A&RC of the Board, the Company had not rounded off the fraction to the highest number as clarified under SEBI SOP circular dated January 22, 2020 read with Regulation 18(1 )(b) of the Listing Regulations and accordingly, two-third of the members of this Committee were not Independent Directors from August 21, 2020 (date of listing of equity shares of the Company on BSE and NSE) till February 10, 2021. Thereafter, the Committee was reconstituted on February 11,2021 and the composition of the said Committee was in due compliance with Regulation 18(1 )(b) of the Listing Regulations. The Company paid the penalty of INR 4,10,640 (Indian Rupees Four Lakh Ten Thousand Six Hundred Forty) imposed by NSE and BSE respectively.

The management mentioned that the Committee was reconstituted on February 11,2021 and the composition of the said Committee was in due compliance with Regulation 18(1) (b) of the Listing Regulations and penalties have been paid.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Companys unlisted material subsidiaries undergo Secretarial Audit. The Secretarial Audit Reports of HBPL and CRL are annexed herewith as "Annexure-4A and 4B" to this Board Report. The Secretarial Audit Report of these unlisted material subsidiaries does

not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Company has appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as the Secretarial Auditor for FY 2021-22 pursuant to Section 204 of the Act.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

RISK MANAGEMENT

The Company has a risk management system aimed at identifying, analyzing, assessing, mitigating, monitoring risk or potential threat to achievement of our strategic and business objectives covering various aspects of our business, including operations, legal, treasury, regulatory, strategic and financial.

The A&RC reviews the mitigation plan for high and critical risk events that may adversely affect the operations and profitability of our business and suggest suitable measures to mitigate such risks. Our risk management framework is a combination of formally documented policies in certain areas such as financial, legal and regulatory and an informal approach to risk management in others. Risk management policies and systems are reviewed on a periodical basis to reflect changes in market conditions and our business activities.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes integrity and ethical behavior in its business activities and has a Whistle Blower Policy to provide appropriate avenues to the stakeholders to raise bona fide concerns relating to unethical and improper practices, irregularities, governance weakness, financial reporting issues or any other wrongful conduct and to prohibit the victimization of the whistle blowers.

A whistle blower can raise his / her concerns with the designated official and under exceptional circumstances with the A&RC. The investigations relating to the concern is required to be carried out by / or under the instruction of the Ethics and Compliance Committee comprising of three permanent members including Head Internal Audit, Head - HR, Head - Legal, Compliance & Regulatory Affairs (the Chairperson of the Committee), Head of Clinical Directorate and any other members as may be co- opted on a case by case basis for effective redressal of a concern. Any allegations that fall within the scope of the concerns identified are investigated and resolved appropriately. Further, during the year under review, no individual was denied access to the A&RC for reporting concerns, if any.

The Company has updated its Whistle Blower Policy in compliance with Listing Regulations and the PIT Regulations. This Policy, inter-alia, provides a direct access to the Chairman of the A&RC.

The A&RC periodically reviews the complaints received, if any, the action taken and appropriate closure of the complaints.

The above mechanism has been appropriately communicated within the Company across all levels and the details of establishment of vigil mechanism for Directors and employees to report genuine concerns are available at the website of the

Company and can be accessed at https://www.maxhealthcare. in/investors/corporate-governance.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient have been disclosed in the Standalone Financial Statements under note 29.21 which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company has a well-documented CSR Policy, which is available on the Companys website at https://www. maxhealthcare.in/investors/corporate-governance. The CSR Policy of the Company outline its CSR focus areas, recommend the amount of CSR expenditure, execution process, review & monitoring mechanism, and reporting process to the Management and the Board of Directors of the Company.

As per the aforesaid Policy, MHIL group shall undertake CSR activities in all or any of the CSR activities as prescribed under the Act read with Schedule VII of the Act, however, it shall give primary importance to the identified sectors viz., Health & Hygiene, Education (exclusively for the selected Village / Grams / any other geographical clusters selected for development project), nutrition underprivileged women and children and livelihood by way of vocational training and creating & supporting self-help groups for single women led households in villages identified for adoption by the Company. In terms of Section 135 of the Act read with Companies (Corporate Social Responsibilities Policy) Rules, 2013, in view of the Companys carried forward losses, the Company was unable to contribute to the CSR activities for the FY 2020 -21.

However, MHIL as a Group always believed in extending a helping hand to those who are in need. The details of CSR initiative taken by Group has been given under the section Management Discussion & Analysis.

The CSR Policy of the Company has been amended on May 28, 2021, in line with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 notified on January 22, 2021 issued by Ministry of Corporate Affairs.

Annual report on Corporate Social Responsibility Activities is annexed hereto as Annexure -5.

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

The Company strongly believes in providing a safe and harassment free workplace for every individual working in MHIL Group through various interventions, policy and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is an ICC at every work locations / hospitals, which is responsible for redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy.

No complaints were pending as on the beginning of FY 202021 and details regarding the complaints during the year ended March 31, 2021 are disclosed in the CG Report.

PHANTOM STOCK PLAN ("2017 MHIL PS")

Prior to listing of securities of the Company, in order to align the interests of the employees to the interests of the Company and motivate them to contribute to the growth and profitability of the Company, pursuant to a resolution dated August 4, 2017 passed by the Board of Directors and resolution dated September 29, 2017 passed by the shareholders, approval was accorded to 2017 MHIL PS to offer, issue and allot options to the eligible employees of the Company. 2017 MHIL PS includes cash settled rights wherein the employees of the Company are entitled to cash compensation based on the Companys fair value. 2017 MHIL PS does not entail issuance of any form of stocks or securities and is designed to draw benefits from the positive growth and appreciation in the enterprise value of the Company which means the grantee employees shall benefit by way of settlement of appreciation through cash outlays.

The total number of options granted pursuant to 2017 MHIL PS is 59,34,298 (Fifty Nine Lakh Thirty Four Thousand Two Hundred Ninety Eight) options. Out of the granted options, an aggregate of 21,33,170 options have been vested, 18,80,244 (Eighteen Lakh Eighty Thousand Two Hundred Forty Four) options have been exercised, 32,76,109 (Thirty Two Lakh Seventy Six Thousand One Hundred Nine) options have been lapsed or cancelled and 7,77,945 (Seven Lakh Seventy Seven Thousand Nine Hundred Forty Five) options are outstanding as on the date of this Report. The details of options outstanding under 2017 MHIL PS are mentioned in Note no. 29.5 to Standalone Financial Statements.

EMPLOYEE STOCK OPTION SCHEME - 2020 ("2020 ESOP SCHEME")

In order to reward, attract, motivate and retain employees of the Company, its holding company, and its existing or future subsidiary companies, in or outside India, as may be applicable, for their high level of individual performance and for their efforts to improve the overall performance of the Company with the objective of achieving sustained growth of the Company and creation of shareholders value by aligning the interests of the eligible employees with the long-term interests of the Company, pursuant to a resolution dated September 1,

2020 passed by the Board of Directors and resolution dated September 29, 2020 passed by the shareholders, approval was accorded to 2020 ESOP Scheme to offer, issue and allot equity shares to the eligible employees. The total number of stock options that can be granted pursuant to 2020 ESOP Scheme is 66,45,150 (Sixty Six Lakh Forty Five Thousand One Hundred Fifty) options in respect of 66,45,150 (Sixty Six Lakh Forty Five Thousand One Hundred Fifty) equity shares. The Company has received in - principle approvals on January 15,

2021 and January 28, 2021 from BSE and NSE, respectively, under Listing Regulations for the listing of the equity shares to be issued pursuant to the 2020 ESOP Scheme.

Applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits) Regulations, 2014, with regard to 2020 ESOP Scheme are provided as Annexure-6 to this report and are available on the Companys website, https://www.maxhealthcare.in/investors/corpo rate- announcements

The 2020 ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time and the related resolution passed by the members of the Company on September 29, 2020. The certificate in this regard from the Statutory Auditors shall be placed at the ensuing AGM for inspection by the members.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this Annual Report, there have been no material change and/or commitment have occurred, which can affect the financial position of the Company between April 01, 2021 and the date of signing of this Board Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

STATUTORY DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2. I ssue of equity shares with differential rights as to dividend, voting or otherwise.

3. I ssue of shares (including sweat equity shares) to employees of the Company under any scheme, save and except ESOS referred to in this report.

4. The Chairman & Managing Director of the Company has not received any remuneration or commission from any of

its subsidiaries. As on March 31,2021, there is no wholetime Director in the Company.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

6. Buy-back of shares or under Section 67(3) of the Act.

7. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

8. No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central Government, State Governments and all other Government agencies and encouragement they have extended to the Company.

Your Directors also thank the Shareholders, Financial Institutions, Banks/ other Lenders, Customers, Vendors and other Stakeholders for their confidence in the Company and its Management and look forward for their continuous support.

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company.

The Board wishes to place on record its appreciation for the dedication and commitment of the Companys employees at all levels which has continued to be our major strength.

For and on behalf of the Board

Sd/-
Abhay Soi
Date : May 28, 2021 DIN: 00203597
Place: New Delhi Chairman & Managing Director