max healthcare institute ltd Directors report

Dear Members,

Your directors have immense pleasure in presenting the 22nd Boards report on the business and operations of Max Healthcare Institute Limited ("Company" or "MHIL") along with the audited financial statements for the financial year ended March 31, 2023.

Overview of Financial Performance and State of Companys Affairs

Financial Highlights

The standalone and consolidated financial highlights of the Companys operations are summarized below:

H in Crore

Particulars	Standalone financial year ended		Consolidated financial year ended
	March 31, 2023	March 31, 2022*	March 31, 2023	March 31, 2022*
Revenue from operations	1,905	1,775	4,563	3,937
Other Income	144	128	139	122
Total Income	2,049	1,903	4,702	4,059
Total expenditure	1,321	1,332	3,322	2,989
Operating profit	728	571	1,380	1,070
Less: Finance cost	52	59	84	101
Profit before depreciation, exceptional items and tax	676	512	1,296	969
Less: Depreciation/impairment and amortization	113	112	232	221
Profit before exceptional items and tax	563	400	1,064	748
Less: Exceptional items				9
Less: Tax expenses	(131)	69	(40)	134
Profit for the year	694	332	1,104	605
Total comprehensive income for the year Earnings per equity share	695	332	1,103	608
Basic (H )	7.16	3.43	11.38	6.25
Diluted (H)	7.15	3.42	11.36	6.24

*Figures for the previous periods have been regrouped and reclassified to conform to the classification of the current period, where necessary.

The standalone, as well as the consolidated financial statements, have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as applicable.

Performance Highlights

The Companys standalone revenue from operations improved to H 1,905 Crore in the financial year ("FY") 2022-23 compared to H 1,775 Crore in FY 2021-22. Revenue from operations comprises of H 1,809 Crore of revenue from healthcare services and H 50 Crore revenue from sale of pharmaceutical supplies.

Also, the Company commissioned 92 bedded Oncology Block at Max Shalimar Bagh in March 2023 which contributed positively to earnings before interest depreciation and amortisation ("EBITDA") in the first month of launch due to operating leverage.

During the FY 2022-23, the material costs stood at 18.3% of operating revenue as compared to 25.0% in FY 2021-22. During FY 2021-22, material cost was higher due to covid vaccination and related costs.

Other costs to operating revenue (including employees, doctors, hospital services, sales and marketing, power and fuel etc.) ratio stood at 51% that is levels similar to FY 2021-22.

EBITDA stood at H 728 Crore (35.5%) during the FY 2022-23 and reflects a marked improvement compared to H 571 Crore (30.0%) in the FY 2021-22.

Net Profit before tax for the FY 2022-23 stood at H 563 Crore and the Net Profit after tax was H 694 Crore. This represents a significant increase of H 363 Crore in Net profit after tax against FY 2021-22. It may be mentioned that Net profit after tax for the current year includes one time reversal of deferred tax liability (net) of H 244 Crore pursuant to voluntary liquidation of Saket City Hospitals Limited, a wholly owned subsidiary company on a going concern basis and distribution of its business undertaking to its holding Company i.e. MHIL.

State of Companys Affairs

The Company continued to scale new heights and has also been successful in laying sound foundation for all round growth in future. The Network presently consists of 17 (Seventeen) Healthcare Facilities, including 8 (Eight) hospitals and 4 (Four) medical centres in Delhi and NCR region, with the remaining 5 located at Mumbai in Maharashtra, Mohali and Bathinda in Punjab and Dehradun in Uttarakhand. In addition to its core hospital business, the Network also has two strategic business units ("SBUs") - Max@Home and MaxLab. Max@Home is a platform that provides health and wellness services at home and Max Lab offers diagnostic services to patients outside its network hospitals.

Furthermore, there are 3 (three) new upcoming Network facilities – one each in East Delhi (Patparganj), North West Delhi (Dwarka) and Sector 56, Gurugram, Haryana.

The Company has expanded its network of offices in overseas countries and now has direct presence in 8 countries namely: Kenya (Nairobi), Nigeria (Lagos), United Arab Emirates (Dubai), Oman (Muscat), Myanmar, Ethiopia (Addis Ababa), Uzbekistan (Tashkent), Nepal (Kathmandu). This is in addition to the indirect presence in 6 (six) countries through 9 (nine) partner offices viz. 3 in Iraq, 2 in Yemen and 1 each in Fiji, Cameroon, Mongolia & Georgia. Nairobi office continued its focus on promoting tertiary care highly complex procedures of Bone Marrow Transplants, Liver Transplants and Paediatric Cardiac Surgeries and Oncology treatments. Dubai office has completed one year and has been able to make a mark for itself in the UAE. Dubai office has been focusing on the large Indian diaspora based in UAE as the initial set of patients through tie-ups with local insurance companies to provide cashless services, while being treated at Max Hospitals. The other international offices are similarly focused in working with local insurance companies, institutional payors such as local governments, hospitals and individual clinicians in referring patients to Max Hospitals. Further, the Company is maintaining focus on organ transplants and other high end surgical procedures across all its Network Hospitals. The Company provides medical and operation & management 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"). During the current financial year, the Company expanded its robotic surgical programs at its various hospitals and successfully conducted ~ 2000 robotic surgeries during the year.

The Companys revenue includes earnings from pathology, radiology, radiation oncology and clinical services, under fee for service and/ or revenue-sharing arrangements in select specialties or departments with third parties including Partner Healthcare facilities.

The Company has also taken various measures to capture and improve patient satisfaction, quality of care and medical outcomes in line with its objective of becoming most well-regarded healthcare provider in India. The Company also procured high-end equipment including Digital PET CT, Robotic instruments for orthopedics, spine & general surgery, MRI, CT etc. in its Network Hospitals during the year to further improve the level of available technology in its hospitals to diagnose & treat patients and to ensure best-in-class medical outcomes. All facilities owned and operated by the Company follow globally accepted medical protocols and are accredited by National Accreditation Board for Hospitals (NABH) and Joint Commission International (JCI). The Company is focused on delivering the best medical care at affordable costs. The Company is investing in people, processes and technology to ensure sustainability of its operations, while ensuring safety of its people and communities, protecting the environment from any impact of its operations and conduct business ethically.

The Companys business activity primarily falls within a single reportable business segment namely ‘Medical and Healthcare Services as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/ medical centres and tertiary care facilities. Further, the Company operates only in one geographical segment - India.

A detailed discussion on operations of the Company (on consolidated basis) for the FY 2022-23, is given in the Management Discussion and Analysis Report which forms part of the Annual Report.

Dividend

Board of directors ("Board") have recommended a maiden final dividend of H 1 (i.e. 10%) per equity share of the face value of H 10 each for the FY 2022-23. Dividend is subject to approval of members at the 22nd annual general meeting ("AGM") of the Company. The record date for the purpose of payment of final dividend for FY 2022-23, has been fixed on Friday, September 8, 2023.

The dividend if approved by the members in the 22nd AGM will be paid/ dispatched within 30 days from the conclusion of the 22nd AGM to members whose names appear in the register of members/ beneficial owners, as on the record date. In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of members. Accordingly, dividend shall be paid after deduction of tax at source, as applicable.

On August 7, 2023, the Dividend Distribution Policy was amended to update it in line with the leading industry practices and to provide more clarity on Companys dividend philosophy. As per the amended policy, the Board may declare dividend upto a payout ratio of 40% of profits after tax of the Company, as a guiding principle and subject to provisions contained in the Policy. The Board may, in case of extraordinarily circumstances, declare a higher rate of dividend. The Board shall consider financial parameters and internal factors while declaring or recommending dividend payable to the members. The said policy formulated in terms of the provisions of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website and can be accessed at www.maxhealthcare.in/investors/corporate-governance.

Particulars of Loans, Guarantees and Investments

In compliance with the provisions of the Companies Act, 2013 ("Act") and SEBI Listing Regulations, the Company extends financial assistance to its subsidiaries, silos and partner healthcare facilities in the form of investment, loan, deposits, guarantee etc., from time to time in order to meet their business requirements. Further, the Company or any of its subsidiary has not extended any financial assistance to promoter or promoter group entities which has been written off during last 3 years.

Particulars of loans, guarantees and investments etc., as required under section 186 of the Act and schedule V of the SEBI Listing Regulations, are provided in Note 31.20 to the standalone financial statements of the Company.

Significant Events

Application of Merger of two wholly-owned subsidiaries

Alps Hospital Limited ("ALPS") and Max Hospitals and Allied Services Limited, formerly known as Radiant Life Care Mumbai Private Limited ("MHASL"), are wholly owned subsidiaries of the Company. On May 16, 2022, board of directors of ALPS ("Transferor") and MHASL ("Transferee") approved the scheme of amalgamation ("Scheme") under the provisions of section 230 to 232 of the Act and relevant rules made thereunder, for the merger of ALPS with MHASL with the rationale of further leveraging & utilizing the strengths of both the entities, accelerating the realization of identified synergies, bringing in integrated and coordinated business approach and improving organizational capability.

On June 16, 2023 Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, has passed an order and directed the Transferor and Transferee companies to serve notices to statutory authorities viz. Regional Director, Registrar of Companies, Income Tax authorities, GST authorities and Official liquidator. In compliance with said NCLT order, Transferor and Transferee have duly served notices to statutory authorities and filed an affidavit of service with the NCLT.

Re-classification of kayak from ‘Promoter to ‘Public Category

On September 30, 2022, the Company had received a request letter from Kayak Investments Holding Pte. Ltd. ("Kayak") seeking re-classification from ‘Promoter to ‘Public category in accordance with the SEBI Listing Regulations since Kayak had divested its entire stake held in the Company and exercising no control over the Company whatsoever.

The Board in its meeting held on November 1, 2022, noted the request submitted by Kayak and in view of the rationale submitted by Kayak, accepted and approved the said reclassification request, subject to the approval of stock exchanges i.e. National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and such other approvals/confirmation, if any, as may be necessary and required for said purpose.

The Company has filed application with stock exchanges i.e. NSE and BSE seeking their approval for re-classification of Kayak from ‘Promoter to ‘Public category and the same is pending for approval as on date of this report.

Voluntary Liquidation of Saket City Hospitals Limited

The Board of Saket City Hospitals Limited ("SCHL") in its meeting held on June 16, 2022, and shareholders in their meeting held on June 20, 2022, have approved voluntary liquidation of SCHL under the provisions of Insolvency and Bankruptcy Code, 2016, wherein the business undertaking of SCHL was sought to be distributed to its shareholder i.e., the Company, on a going concern basis.

Thereafter, Liquidator of SCHL, had distributed the entire business undertaking of SCHL to the Company on a going concern basis with effect from close of business hours on August 31, 2022 and has issued a Letter of Distribution dated August 31, 2022 in this regard. Accordingly, the business operations of SCHL have been consolidated with the Company with effect from close of business hours on August 31, 2022.

Post voluntary liquidation and distribution of business undertaking on ongoing basis, the petition for dissolution has been filed with Honble NCLT, Mumbai Bench on March 22, 2023 which is pending final approval from Honble NCLT as on date of this report.

Land Acquisition

Pursuant to approval of the Board accorded on October 4, 2021, the Company purchased two parcels of land admeasuring ~ 5.26 acres and ~ 6.11 acres, located in Gurugram at Sector 56 and 53 respectively, which were offered to the Company for allotment on freehold basis for setting up two hospitals, following acceptance of its bids made under e-auction of institutional properties arranged by Haryana Shehri Vikas Pradhikaran ("HSVP"). Subsequently, vacant physical possession of land was given to the Company on February 23, 2022.

Thereafter, the allotment ~ 6.11 acres of land at sector 53 was unilaterally cancelled by HSVP, on the grounds that a part of the land (measuring 2.58 acre) could not be transferred by the previous developer/ land owner ("party") to HSVP as stipulated in the license granted by HSVP to such party earlier. The above cancellation of the allotment of the land by HSVP was followed by a refund towards cost of land earlier paid by the Company and interest accrued thereon upto the date of cancellation.

The Company has challenged the unilateral and arbitrary cancellation of allotment of the land by HSVP in the Honble Punjab and Haryana High Court since it is in violation of allotment letter. The Honble High Court has admitted the petition and directed all parties to maintain status quo. The Company is seeking appropriate legal recourse for revocation of cancellation notice and restoration of the allotment of said land by HSVP.

Expansion of bed capacity at Dr. Balabhai Nanavati Hospital

TheBoardinitsmeetingheldonDecember15,2022hadaccorded approval for funding (in one or more tranches) of wholly owned subsidiary i.e. MHASL, by way of loan or deposit or investment in its securities etc. up to H 300 Crore to partly finance the cost

of Phase-1 expansion of bed capacity from existing 367 to 602 beds (census and non-census) at Dr. Balabhai Nanavati Hospital, a managed healthcare facility ("BNH"). Phase-1 expansion of BNH is expected to be completed in the year of 2025.

Land Purchase by wholly-owned subsidiary (Post FY 2022-23)

On May 12, 2023, Crosslay Remedies Limited ("CRL"), has entered into an ‘agreement to sell for acquisition of land and building admeasuring 4,000 square meters situated in Uttar Pradesh subject to fulfilment of certain conditions precedents post which CRL shall enter into definitive agreements.

Acquisition of Equity stake in Eqova Healthcare Private Limited (Post FY 2022-23)

At the beginning of the FY 2022-23, the Company held 26% equity stake in Eqova Healthcare Private Limited ("Eqova") with right to appoint majority of directors on the Board of Eqova. The Company had entered into an escrow arrangement for acquisition of additional 34% stake by way of a put & call option linked to achievement of certain milestones. In April 2023, put option was exercisedbyashareholderofEqovaandconsequently,additional 34% stake was acquired on April 13, 2023 on remittance of funds held in escrow towards consideration for the put option exercised by such shareholder. The Company has right to appoint majority of directors on the Board of Eqova and holds 60% of the paid up equity share capital of Eqova post acquisition on April 13, 2023.

Share Capital

Authorised Capital

During FY 2022-23, there was no change in the authorised share capital of the Company. As on March 31, 2023, authorised share capital of the Company stood at H 1385,00,00,000 divided into 126,00,00,000 ordinary equity shares having a nominal value of H 10 each and 12,50,00,000 cumulative preference shares having a nominal value of H 10 each.

Issued, Subscribed and Paid-up Capital

During the FY 2022-23, 13,09,370 equity shares were allotted to 61 eligible employees upon exercise of options granted to them under Max Healthcare Institute Limited- Employee Stock Option Plan 2020.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up share capital of the Company as on March 31, 2023 was H 970,92,28,250 comprising of 97,09,22,825 equity shares of face value of H 10/- each fully paid-up.

Employees Stock Option Schemes

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Companys objectives, and promote increased participation by them in the growth of the Company. The Company has two active Employee Stock Option Schemes viz. Employee Stock Option Scheme - 2020 ("ESOP Scheme - 2020") and Employee Stock Option Scheme - 2022 ("ESOP Scheme - 2022").

• ESOP scheme - 2020

Pursuant to approval accorded by the Board and members of the Company on September 1, 2020 and September 29, 2020 respectively, ESOP Scheme - 2020 was introduced to issue and allot equity shares to the eligible employees.

The total number of stock options that can be granted pursuant to ESOP Scheme - 2020 is 66,45,150 options in respect of 66,45,150 equity shares. The Company has received approvals from time to time from stock exchanges i.e. BSE and NSE under SEBI Listing Regulations for the listing of the equity shares allotted pursuant to ESOP Scheme - 2020.

As on March 31, 2023, 49,77,819 equity shares have been allotted to eligible grantees on exercise of the options granted to them pursuant to ESOP Scheme 2020. Further, 5,06,771 equity shares have been allotted after the close of FY 2022-23 till the date of this report to eligible grantees on exercise of the options.

• ESOP Scheme - 2022

Pursuant to approval accorded by the Board and members of the Company on August 31, 2022 and September 26, 2022 respectively, ESOP Scheme - 2022 was introduced to issue and allot equity shares to the eligible employees.

The total number of stock options that can be granted pursuant to ESOP Scheme - 2022 is 1,06,65,978 options in respect of 1,06,65,978 equity shares.

As on March 31, 2023, no options have been vested under ESOP Scheme - 2022 and consequently, no allotment of shares was done under the ESOP Scheme - 2022.

ESOP Scheme - 2020 and ESOP Scheme - 2022 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations 2021"), as amended from time to time and earlier SEBI regulations, if applicable and related resolutions passed by the members of the Company on September 29, 2020 and September 26, 2022, respectively. During the FY 2022-23, no changes have been made in ESOP Scheme - 2020 and ESOP Scheme - 2022.

The Company has obtained certificate(s) from Secretarial Auditors confirming that ESOP Scheme - 2020 and ESOP Scheme - 2022 have been implemented in accordance with the SEBI SBEB Regulations 2021 and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members of the Company at the registered office and through electronic mode during business hours of the Company.

A statement containing relevant disclosures for ESOP Scheme - 2020 and ESOP Scheme - 2022 pursuant to rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and regulation 14 of the SEBI SBEB Regulations 2021 is available on the website of the Company at www.maxhealthcare.in/investors/corporate-governance.

• Phantom Stock Plan - 2017

Prior to listing of securities of the Company on stock exchanges i.e. NSE and BSE, pursuant to a resolution dated August 4, 2017 passed by the Board and resolution dated September 29, 2017 passed by the members, approval was accorded to Phantom Stock Plan - 2017 ("MHILPSP") to offer, issue and allot phantom stock options to eligible employees of the Company and its subsidiaries. MHILPSP included cash settled rights wherein the employees of the Company were entitled to cash compensation based on the Companys fair value. MHILPSP 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 shall benefit by way of settlement of appreciation through cash outlays.

The total number of options granted pursuant to MHILPSP is 59,34,298. Out of the granted options, an aggregate of 26,00,460 options have been vested, 18,80,244 options have been exercised, 40,54,054 options have been lapsed / Forfeited / Surrendered. The more details are mentioned in Note No. 31.04 to Standalone Financial Statements forms part of the Annual Report.

Subsidiaries, Joint ventures and Associates

Subsidiaries

As at March 31, 2023, the Company has 9 (nine) subsidiaries including one step down subsidiary. During the year under review, the Board regularly reviewed the affairs of the subsidiaries.

In accordance with section 129(3) of the Act, the Company has prepared the consolidated financial statements, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed format AOC-1 forms part of the Annual Report and therefore, not repeated in this report to avoid duplication. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 35.17 of the consolidated financial statements form part of the Annual Report.

In accordance with section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiaries, are available on Companys website at https://www.maxhealthcare.in/investors/financial-reports and are available for inspection at the Companys registered office or through electronic mode. Further, the same will also be available electronically for inspection by the members during the AGM and the physical copies of the same will also be made available to the members of the Company upon request.

In terms of SEBI Listing Regulations, the Company has a policy in place for determining "material subsidiary". The said policy is available on the website viz. www.maxhealthcare.in/investors/ corporate-governance. In terms of regulation 16(1)(c) of the SEBI Listing Regulations, Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated income or net worth, respectively, of the company and its subsidiaries in the immediately preceding accounting year. Further, in terms of Regulation 24(1) of the SEBI Listing Regulations, at least one independent director on the Board of the company shall be a director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose income or net worth exceeds 20% (twenty percent) of the consolidated income or net worth respectively, of the company and its subsidiaries in the immediately preceding accounting year.

Based on the audited financials of the Company for FY 2022-23, Hometrail Buildtech Private Limited and Crosslay Remedies Limited, wholly-owned subsidiaries, have been identified as material subsidiaries of the Company for FY 2023-24 in terms of regulation 16(1)(c) of SEBI Listing Regulations. Further, no subsidiary of the Company fulfills the criteria prescribed under regulation 24(1) of SEBI Listing Regulations.

Brief description about subsidiaries of the Company as on March 31, 2023 is given below:

• Hometrail Buildtech Private Limited

Hometrail Buildtech Private Limited ("HBPL") was incorporated on April 21, 2008 and having its registered office at N-110, Panchsheel Park, New Delhi – 110 017. HBPL is a wholly owned subsidiary of the Company.

Pursuant to the concession agreement(s) executed with the government of Punjab, HBPL is currently running and operating two hospitals viz. Max Super Speciality Hospital, Bhatinda ("Max Bhatinda") and Max Super Speciality Hospital, Mohali ("Max Mohali") under the public private partnership and provides high end medical care to residents of Tricity of Chandigarh, Mohali, Panchkula and in the industrial town of Bathinda, Punjab. Both the hospitals also provide cancer care to the community and contribute a share of their revenues to Govt. of Punjab under the Concession Agreement.

Max Bhatinda is a 200 bedded hospital offering key specialties such as Cardiac Sciences, Critical Care, Oncology, Nephrology, Pulmonology, Urology, General Surgery, Gastroenterology, Ophthalmology and Orthopaedics. It is equipped with catheterisation laboratory, Operating Theatres, oncology equipment like LINAC for radiotherapy, MRI and CT scan machines.

Max Mohali is a 220 bedded hospital offering key specialties such as cardiac sciences, critical care, oncology, kidney transplants, nephrology, pulmonology, urology, general surgery, gastroenterology and orthopaedics. It is equipped with catheterisation laboratory, operating theatres with High Efficiency Particulate Air, Electronic Health Record, oncology equipment like linear accelerator for radiotherapy, 3 Tesla MRI, CT scan machines and PET CT Scanner. The board of directors of HBPL had earlier in Rs.anuary 14, 2022 approved an expansion plan by way of construction of a new tower for ramping up the bed strength of Mohali Hospital from 220 to ~390 beds pursuant to allotment of additional land by note Govt of Punjab.

During the year ended March 31, 2023, HBPL made a profit after tax ("PAT") of H 87.63 Crore and a total comprehensive income of H 87.67 Crore.

• Alps Hospital Limited

Alps Hospital Limited ("Alps") was incorporated on May 26, 1989 and having its registered office at 401, 4th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai – 400 056. ALPS is a wholly owned subsidiary of the Company.

Alps focuses on establishing, maintaining and running a 94 bedded hospital in Gurugram, Haryana ("Max Gurugram"). It is a community hospital offering high end care in maternity and family welfare centres, general surgery, ENT, internal medicine, neuro sciences, orthopedics, medical oncology, in addition to diagnostic and emergency care. Also, in order to effectively manage radiology services and to provide the services round the clock cover, during the FY 2022-23, Alps has outsourced its radiology and related services to SCHL.

Alps, consequent to approval of its Board in August, 2021, raised funds from the existing shareholders by way of issue of 6,83,990 equity shares of H 10 each at a premium of

H 721, for an aggregate amount of ~ H 50 Crore for general corporate purpose. Alps later acquired 100% stake in ET Planners Private Limited – a company having exclusive right to aid development of and provide medical services in a 500 bedded hospital in South Delhi to be built on 3.5 acres of land situated between two of Max network facilities at Saket and owned by Vikrant Children Foundation and Research Centre. The acquisition was completed on August 27, 2021 for an aggregate consideration of ~H 61 Crore and accordingly, ET Planners has become step down wholly-owned subsidiary of the Company.

During the year ended March 31, 2023, ALPS made a PAT of H 35.69 Crore and a total comprehensive income of H 35.74

Crore.

• ET Planners Private Limited

ET Planners Private Limited ("ET Planners") was incorporated on September 26, 2017 and having its registered office at N-110, Panchsheel Park, New Delhi – 110 017. Alps owns 100% equity shares (i.e. 10,000 equity shares of face value of H 10 each) of ET Planners and accordingly, it is a step down wholly owned subsidiary of the Company w.e.f. August 27, 2021. The details relating to arrangement between ET Planners and Vikrant Children Foundation and Research Centre have been provided in the above para under ALPS.

During the year ended March 31, 2023, ET Planners reported a net loss of H 2.57 Crore and a total comprehensive loss of

H 2.57 Crore.

• Crosslay Remedies Limited

Crosslay Remedies Limited ("CRL") was incorporated on January 8, 2002 and having its registered office at N - 110, Panchsheel Park, New Delhi-110017. CRL is a wholly owned subsidiary of the Company. CRL owns and currently operates Max Super Speciality Hospital, Vaishali ("Max

Vaishali") and Max Multi Speciality Centre, Noida.

CRL provides care in all medical facilities under one umbrella including oncology, neurology, orthopaedics and joint replacement, general surgery, pediatric, OBS and gynaecology, cardiology & cardiothoracic surgery, emergency & critical care, gastroenterology etc.

At the beginning of FY 2022-23, the Company held 99.90% equity stake in CRL and subsequently, on June 3, 2022, after completion of the acquisition of balance equity shares from remaining shareholders of CRL pursuant to the share purchase agreement dated January 15, 2020, the holding of the Company increased to 100% equity stake in CRL to make it wholly-owned subsidiary of the Company.

During the year under review, CRL recorded a total operational income of H 654.01 Crore registering a growth of

14.2% over the previous year and recorded a PAT of H 149.93 Crore.

• Max Hospitals and Allied Services Limited

Max Hospitals and Allied Services Limited ("MHASL") (formerly known as Radiant Life Care Mumbai Private Limited) was incorporated on May 21, 2014 and having its registered office at 401, 4th Floor, Man Excellenza, S. V. Road, Vile Parle (West), Mumbai – 400 056. MHASL is a wholly owned subsidiary of the Company.

MHASL is engaged in the business of setting up, maintaining and operating hospitals, nursing institutes and homes, clinics and medical centres, offering medical facilities and speciality medical units in existing hospitals, nursing homes and medical centres and operate or manage them and also to provide education in the medical and pharmaceutical fields.

MHASL is having a long-term operations and management agreement dated July 16, 2014, with Dr. Balabhai Nanavati Hospital (a society registered under the Societies Registration Act, 1860 and a public charitable trust registered under the Maharashtra Public Trusts Act, 1950) for operating and managing a 328 bedded super speciality hospital i.e. Nanavati Max Super Speciality Hospital, situated at Vile Parle (West), Mumbai, Maharashtra. The agreement is valid for a period of 29 years and MHASL is entitled to fair value of the hospital at the end of tenure in case it is not able to match the bids by other player under the Right to First refusal.

The Company purchased remaining 100 equity shares of MHASL from other shareholder in Rs.anuary 2022 and accordingly, MHASL is a wholly owned subsidiary of the Company w.e.f. January 28, 2022.

The Company has incurred loss before tax of H 7.72 Crore during the year compared to previous year losses before tax of H 3.99 Crore.

• Max Lab Limited

Max Lab Limited ("Max Lab") was incorporated on June 2, 2021 and having its registered office at N - 110, Panchsheel

Park, New Delhi-110017. Max Lab is a wholly owned subsidiary of the Company. On September 21, 2022, the Company has made investment of H 15 Crore in Max Lab by subscribing 1,50,00,000 equity shares of H 10 each of Max Lab under rights issue. Max Lab has a paid-up share capital of H 20 Crore as on March 31, 2023. Max Lab was incorporated, inter-alia, to provide range of diagnostic services including pathology lab services to retail and non-captive customers and manage Pathology Laboratories of third-party hospitals.

Max Lab experienced gradual recovery of non-covid business and simultaneously rising trend of RT-PCR volumes and decline in price for tests as notified by the Government from time to time. As on March 31, 2023, Max Lab engaged 966 active clients including 23 at owned collection centres, 300+ from partner run collection centres, 155+ Phlebotomist at Site (PAS), 200+ Pick-up Points (PUP) supported by 28 third party Hospital Lab Management (HLM). Also, footprints of Max Lab have been expanded to 25+ cities with strong team of 650+ seasoned professionals and trained lab technicians and phlebotomologist.

During the year ended March 31, 2023, Max Lab has reported loss of H 31.30 Crore. The total comprehensive loss is H 31.23 Crore.

• Max Healthcare FZ - LLC, Dubai

Max Healthcare FZ - LLC ("Max Dubai") was incorporated in Dubai, United Arab Emirates ("UAE") on July 12, 2021 as a wholly owned subsidiary, in order to provide business support and marketing services to its business partners and associates located in the Gulf Co-operation Council region, West Asia, Commonwealth of Independent States, part of Africa and Eastern Europe. As on the date of this Boards Report, the Company has invested 27,50,000 UAE Dirham ("AED") (in aggregate) in Max, Dubai towards capital contribution.

The subsidiary is engaged mainly in intermediary services and helping the network hospitals source international patients through various healthcare facilitators located outside of India.

During the year ended March 31, 2023, Max Dubai reported a revenue of 18,15,679 AED.

• MHC Global Healthcare (Nigeria) Limited, Nigeria

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

MGHL was incorporated in Lagos, Nigeria in line with Companys international strategy to serve an increasing number of patients from abroad through which we aim to provide consultation services to patients and assess whether the patient needs to be brought to India for surgery or operations. MGHL has not commenced its operations as at March 31, 2023.

MGHL was incorporated with authorised share capital of 100 Million Naira consisting of 100,00,000 ordinary shares of 10 Naira each. MHIL has made an investment for an amount upto H 1.93 Crore in MGHL, by way of subscription towards fresh issue of 1,00,00,000 equity shares of MGHL.

• Eqova Healthcare Private Limited

Eqova Healthcare Private Limited ("Eqova") was incorporated on February 24, 2021 having its registered office at N-110, Panchsheel Park New Delhi - 110017. Eqova is subsidiary of the Company.

Eqova has an agreement with Nirogi Charitable and Medical Research Trust – a society registered under the Societies Registration Act 1860, in the form of an exclusive and long-term Medical Services Agreement under which it has exclusive rights to aid development of and provide medical services to a ~400 bed hospital to be built on a parcel of 2.1 acres of land located at Patparganj, New Delhi & owned by the Society. Under phase-1, 250 beds will be commissioned in FY 2025-26 and this hospital will have high end medical program such as oncology, organ transplant and other multi-disciplinary care in the area of cardiac sciences, neurosciences, renal sciences, etc. This hospital, once fully operational, shall directly employ ~2,000 people and provide free treatment to ~60,000 patients belonging to the economically weaker section annually in its in-patient and outpatient departments.

During the year ended March 31, 2023, Eqova has reported a net loss of H 2.47 Crore.

Entity ceased to be a subsidiary

• Saket City Hospitals Limited

SCHL was incorporated on January 8, 1991. SCHL was wholly owned subsidiary of the Company. During the FY 2022-23, the Board of SCHL and its shareholder had approved voluntary liquidation of SCHL under section 59 of Insolvency and Bankruptcy Code, 2016 in order to consolidate the operations of SCHL with the Company to unleash operational efficiencies and other synergies. On August 31, 2022, the liquidator of SCHL distributed the entire business undertaking of SCHL to the Company on a going concern basis, with effect from close of business hours on August 31, 2022.

Joint Ventures and Associates

The Company does not have any Joint Venture and/or Associate company.

International presence

Kenya

The Nairobi branch office continued to play a stellar role in representing the Company as a provider of high-end medical care to medical value travelers from Kenya. The Nairobi office has been focusing on promoting high-end tertiary and quaternary care services including Bone Marrow Transplants, Liver Transplants and Pediatric Cardiac Surgeries. The Company has been able to add more partners and also expand its footprint in cities like Mombasa, Kisi, Kisumu and El-Doret. We are now able to reach patients in these cities and facilitate their travel to India for treatment of complex medical conditions.

United Arab Emirates

The office in Dubai, UAE has been able to make a mark for itself in the UAE. The Dubai office has been focusing on the large Indian diaspora based in UAE as the initial set of patients who might travel to India. The UAE office has entered into tie-ups with local insurance companies to provide cashless services to their beneficiaries, while being treated at Max Hospitals in India. They have also reached out to local corporates, healthcare facilitators, charitable organisations funding treatment of indigent patients and the government departments facilitating treatment abroad.

The Dubai office is now engaging with other expat communities based in Dubai, particularly the African diaspora.

It is also actively exploring tie-ups with local hospitals in Dubai for patient referrals.

Nigeria

MHILs office in Lagos, Nigeria helps patients seek medical treatments in India. The office has been able to build trust and confidence amongst the local Nigerians in assisting them access world-class healthcare in India. The office assists the patients with medical opinions from Max clinicians, video-consults, visa assistance and connecting them with the hospital teams in India. The office has been able to build excellent relationships with various healthcare facilitators, government institutions and PSUs, as well as large hospitals for patient referrals to various Max Hospitals. The office in Lagos is now exploring patient referral opportunities in other regions of Nigeria as well.

Ethiopia

With a focus on Neurology, Oncology, Transplant surgeries (including bone and kidney transplants), and Orthopaedics, the Ethiopia office in Addis Ababa provides assistance to patients seeking medical treatment in India. The client base includes corporate organisations, local hospitals, and direct patients, reflecting the broad reach and diverse partnerships established by the Company in Ethiopia. By collaborating with corporate entities and hospitals, the office is able to extend its services to a wider population, ensuring access to high-quality healthcare to those in need.

Oman

MHILs Oman office in Muscat works closely with the Treatment Abroad department of the Ministry of Health, Government of

Oman. The office assists residents of Oman in seeking medical care in Neurology, Orthopaedics, Liver Transplants (Adult & Paediatrics), Bone Marrow Transplants, and Neuro Rehabilitation in India. This diverse range of specialities ensures that patients with complex medical conditions receive comprehensive and holistic treatment in India. The office caters to a wide range of clients including insurance companies, charities and NGOs, local hospitals, and local medical travel companies. By collaborating with these entities and through its very active presence in Oman, the Compny has been able to establish itself as a preferred destination for Omanis wishing to travel abroad for medical travel.

Nepal

Patients from Nepal can avail exceptional medical care at MHIL in India. The Nepal office based in Kathmandu helps patients in seeking information regarding treatments in various specialities including Oncology, Orthopaedics, Liver Transplants, Kidney Transplants, Urology, and Neurology. Patients from Nepal are now able to easily access comprehensive and cutting-edge treatments for a wide range of medical conditions at MHIL in India. The client base of the Nepal office includes corporates, local medical tourism companies and numerous small and large hospitals.

Uzbekistan

The office located in Tashkent, Uzbekistan works closely with numerous healthcare facilitators located not only in Tashkent but also in different regions of the country. The Company has been able to reach disparate regions of the country and help to patients access high-end healthcare services. With a focus on Oncology, Liver Transplants, and Neurology, the office assists patients in Uzbekistan for advanced treatments and interventions for complex medical conditions in India.

Myanmar

The Myanmar office located in Yangoon, assists in providing information on advanced treatment interventions in Oncology, Paediatric Cardiac Care, Liver Transplantation, and Kidney Transplantation in India. The clientele of the Myanmar office primarily consists of local medical tourism companies and domestic hospitals. The office has been steadily building the reputation of the Company as one of the finest healthcare destination in South East Asia. The office plans to extend its operations in Mandalay and other parts of Myanmar later in the year.

Board and its Committees

Meetings of the Board

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving several proposals through resolution by circulation from time to time.

During the FY 2022-23, the Board met 8 (eight) times on April 11, 2022, May 25, 2022, August 10, 2022, August 31, 2022, November 1, 2022, December 15, 2022, February 2, 2023 and March 16, 2023. The intervening gap between the two consecutive Board meetings was within the period prescribed under the provisions of section 173 of the Act and regulation 17 of the SEBI Listing Regulations. The details of the meetings and the attendance of the directors are mentioned in the report on Corporate Governance which forms part of this Annual Report.

Committees of the Board

The Company has the following 7 (Seven) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit and Risk Management Committee, which also acts as Risk Management Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Business Responsibility and Sustainability Committee

6. Restructuring Committee

7. Debenture Committee

The composition, terms of reference and number of meetings held by the Committees are mentioned in the Report on Corporate Governance which forms part of the Annual Report.

During the FY 2022-23, all the recommendations made by Board committees, including the Audit and Risk Management Committee, were accepted by the Board.

Directors & Key Managerial Personnel

Directors

Appointments

• Mr. Pranav Amin

The Board of the Company at its meeting held on August 10, 2022, based on the recommendation of NRC approved the appointment of Mr. Pranav Amin (DIN: 00245099), as an additional director in the category of independent director, subject to approval of members of the Company. Subsequently, members of the Company at the 21st AGM held on September 26, 2022, approved the appointment of Mr. Amin as an independent Director for a term of 5 (five) years from August 10, 2022 to August 9, 2027.

• Mr. Abhay Soi

The Board of the Company at its meeting held on August 31, 2022, based on the recommendation of the NRC approved the re-appointment of Mr. Abhay Soi (DIN-00203597), as Chairman and Managing Director of the Company for a term of 5 (five) years with effect from June 19, 2023, subject to approval of members of the Company. Subsequently, members of the Company at the 21st AGM held on September

26, 2022, approved the re-appointment of Mr. Soi as Chairman and Managing Director, not liable to retire by rotation.

• Mr. Anil Kumar Bhatnagar

The Board of the Company at its meeting held on August 31, 2022, based on the recommendation of the nomination and remuneration committee ("NRC") approved the appointment of Mr. Anil Kumar Bhatnagar (DIN: 09716726), as an additional director in the category of non-executive director, subject to approval of members of the Company. Subsequently, members of the Company at the 21st AGM held on September 26, 2022, approved the appointment of Mr. Bhatnagar as a non-executive director, liable to retire by rotation.

• Mr. Narayan K. Seshadri (Post FY 2022-23)

The Board of the Company at its meeting held on May 16, 2023, based on the recommendation of the NRC approved the appointment of Mr. Narayan K. Seshadri (DIN: 00053563), as an additional director in the category of non-executive director for a term of 3 (three) consecutive years with effect from May 16, 2023, subject to approval of members of the Company. Subsequently, the Company initiated the postal ballot for seeking approval of the members of the Company for appointment and remuneration payable to Mr. Seshadri. The results of the postal ballot will be announced on or before August 17, 2023.

Cessations

• Mr. Gaurav Trehan

Mr. Gaurav Trehan (DIN: 03467781) resigned from the position of Non-Executive Director of the Company with effect from close of business hours on August 24, 2022. Mr. Trehan was appointed on the Board as a nominee of Kayak. Since, Kayak had divested its entire stake held in the Company by August 25, 2022, Mr. Trehan resigned from office of director of the Company. The Board placed on record its appreciation for the invaluable contribution made by Mr. Trehan during the course of his tenure as director.

• Mr. Prashant Kumar

Mr. Prashant Kumar (DIN: 08342577), nominated by Kayak, liable to retire by rotation at last AGM held on September 26, 2022, did not seek re-appointment as Kayak had divested its entire stake held in the Company by August 25, 2022. Consequently, Mr. Kumar ceased to be a Non-Executive Director with effect from September 26, 2022. The Board placed on record its appreciation for the invaluable contribution made by Mr. Kumar during the course of his tenure as director.

• Ms. Harmeen Mehta (Post FY 2022-23)

Ms. Harmeen Mehta (DIN: 02274379) ceased to be Independent Director of the Company with effect from April 14, 2023 consequent to her resignation due to personal reasons. The Board placed on record its appreciation for the invaluable contribution made by Ms. Mehta during the course of her tenure as Director.

Director liable to retire by rotation

• Mr. Anil Kumar Bhatnagar

As per the provisions of the Act, Mr. Anil Kumar Bhatnagar (DIN: 09716726), Non-Executive director of the Company is liable to retire by rotation at the ensuing 22nd AGM and being eligible, seeks re-appointment. Based on performance evaluation and the recommendation of NRC, the Board recommends his re-appointment. Brief profile of Mr. Bhatnagar is provided in the Notice of ensuing 22nd AGM. Appropriate resolution for his re-appointment is being placed for the approval of the members of the Company at the ensuing 22nd AGM. Further, a proposal to fix tenure of Mr. Anil Kumar Bhatnagar for a period of 3 (three) years with effect from October 1, 2023 is being placed before the members at the ensuing 22nd AGM for their approval.

In the opinion of the Board, all the directors, including the directors appointed during the FY 2022-23, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Brief resume, nature of expertise, disclosure of relationship between directors, inter-se, details of directorships and committee memberships held in other companies of the directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard - 2 and regulation 36 of the SEBI Listing Regulations, forms part of notice of the 22nd AGM.

Key Managerial Personnel

Appointment

• Mr. Dhiraj Aroraa

The Board, on the recommendation of NRC, has appointed Mr. Dhiraj Aroraa as SVP - Company Secretary & Compliance Officer of the Company with effect from February 3, 2023.

Cessation

• Ms. Ruchi Mahajan

Ms. Ruchi Mahajan resigned as the SVP - Company Secretary & Compliance Officer of the Company with effect from close of business hours on November 1, 2022, on account of personal reasons. The Board placed on record its appreciation for the invaluable contribution made by Ms. Ruchi during the course of her service.

Consequent to the resignation of Ms. Ruchi Mahajan, the Board had designated Mr. Rakesh Kumar Kaushik, Director- Legal and Corporate Affairs as an interim compliance officer of the Company with effect from November 2, 2022. Mr. Kaushik ceased to be interim compliance officer with effect from close of business hours on February 2, 2023.

Pursuant to the provisions of section 203 of the Act, Mr. Abhay Soi, Chairman and Managing Director, Mr. Yogesh Kumar Sareen, Senior Director & Chief Financial Officer, Mr. Dhiraj Aroraa, SVP-Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2023.

Declaration by Independent Directors

Independent Directors have submitted their declaration of independence, stating that:

(i) they continue to fulfil the criteria of independence as required pursuant to section 149(6) read with schedule IV of the Act and regulation 16 of the SEBI Listing Regulations;

(ii) they have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations;

(iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

(iv) there has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in schedule IV to the Act. In the Boards opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that they have complied with the Companys code of conduct. Independent Directors have also confirmed that they have registered their names in the independent directors databank with the Indian Institute of Corporate Affairs.

Directors Responsibility Statement

Pursuant to clause (c) of sub-section (3) of section 134 of the Act, it is confirmed that:

(a) in the preparation of the Annual Accounts for the period under review, the applicable accounting standards have been followed along with proper explanations relating to material departures therefrom, if any;

(b) the selection and application of accounting policies were assessed for their consistent application and judgements and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of the affairs of your Company at the end of the financial year and of the profit of your Company for the financial year ended March 31, 2023;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination, Remuneration and Board Diversity policy in terms of the section 178 of the Act. The policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel ("KMP") and senior management personnel of the Company. The policy also provides guidance on diversity at Board level. The Nomination, Remuneration and Board Diversity Policy of the Company is available on the website of the Company atwww.maxhealthcare. in/investors/corporate-governance. No changes were carried out in aforesaid policy during FY 2022-23.

The NRC has also developed the criteria for, inter-alia, 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.

The Board members affirm that the remuneration paid to the directors, KMPs, Senior Management is as per the Nomination, Remuneration and Board Diversity Policy of the Company.

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

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

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

• Compensation of Directors, KMPs, 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) 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.

Board Evaluation

One of the key functions of the Board is to monitor and review the Board evaluation framework. Pursuant to applicable provisions of the Act and SEBI Listing Regulations, the Board, in consultation with NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board, its Committees, Chairperson and Individual Directors, including Independent Directors.

Overview of evaluation framework and criteria:

S. No	Category	Criteria
1	Board of Directors	Board structure, composition, diversity, experience, competencies, performance of specific duties and obligations, quality of decision making, board practices, regular meetings, healthy discussions, active participation, risk management, open for new ideas and practices, appropriate succession planning and overall effectiveness of Board as a whole.
2	Board Committees	Optimum composition, effectiveness of Committee in terms of well-defined charters & powers, regular meetings, healthy discussions, information-flow with the Board in terms of reporting and due consideration of Committees decisions, findings after seeking input from the Committee members and recommendations at the Board level, effective and efficient discharge of duties.
3	Individual	Requisite qualification, skills and experience,
	Directors	understanding of the Companys business,
		its market and its goals along with roles
		and responsibilities, ability to express
		disagreement & divergent views and
		independent judgement, open to new
		ideas and views from other members,
		confidentiality and adherence to legal
		obligations and Companys code of conduct.
4	Chairman and Managing Director	Leadership development, Board management, developing and delivering the Companys strategy and business plans, encouragement to effective and open communication and active engagement.
5	Independent Directors	Besides the criteria mentioned in point no. 3 above, the following are additional criteria:
		• Independence criteria and conflict of interest;
		• Providing external expertise and independent judgement that contributes to Boards deliberations, strategy and performance.

Evaluation Process

• Structured questionnaire covering aforementioned aspects were shared with the Directors;

• Directors submitted their response in questionnaire shared on a scale of 1 (strongly disagree) to 5 (strongly agree) and evaluated performance of Board, its committees and individual directors, including Chairman of the Board;

• The independent directors met separately on May 16, 2023, 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. They have also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

• The NRC has also carried out evaluation of each Directors performance. The performance evaluation of Independent Directors has been done by the entire Board, excluding concerned Director being evaluated and decision has been taken/ recommended accordingly;

Outcome of Evaluation

All Directors participated and completed the performance evaluation process for FY 2022-23. Following is summary of outcome of evaluation:

• The results of evaluation were shared with the Board, Chairman of respective Committees;

• The directors expressed their satisfaction with the evaluation process;

• The results of evaluation showed high level of commitment and engagement of Board, its various committees and management; and

• The evaluation process has reaffirmed the Board members trust in the Companys ethical standards, the Board and managements ability to steer the Company during the FY 2022-23, the positive rapport between the Board and management, and the managements transparency in providing essential strategic information well in time to facilitate the Boards fulfillment of their responsibilities and fiduciary duties;

Internal Financial Controls

The Company has a robust and well embedded system of internal controls facilitated through appropriate IT system and workflows, 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 concurrent audits, internal audits, theme-based audits, exceptional reporting and IT based transaction controls, coupled with constant management reviews and dash boarding of data, 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 Management Committee ("A&RMC") periodically, including the high and medium risk observations emanating from such audits. Further, A&RMC also monitors the status of management actions emanating from internal audit reviews. Even the Internal Audit function and its processes are subjected to audit by third party experts, on periodical basis.

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

Particulars of Employees and Related Disclosures

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, percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration along with other detail is enclosed as Annexure - I to this report.

The information required under section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is open for inspection by the members at the registered office of the Company or through electronic mode during business hours of the Company up to the date of the ensuing AGM. Further, pursuant to first proviso to section 136(1) of the Act, this report is being sent to the members excluding the said annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at investors@maxhealthcare.com.

Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company strongly believes in providing a safe and harassment free workplace for every individual working here through various interventions, policies and practices. The Company has in place a robust policy on prevention of sexual harassment at workplace in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). The policy aims at prevention of harassment of all employees of the Company, network hospitals and visitors at these hospitals including off site locations (as defined in the policy) 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") as specified under POSH. 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. of cases reported	No. of cases disposed	No. of cases pending	No. of workshops conducted	No of participants in the workshops
4	4	0	600	3808

Corporate Social Responsibility

In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of the Annual Report.

The Company has adopted a CSR Policy in accordance with the provisions of the Act and rules made thereunder. During FY 2022-23, CSR Policy was amended to align the CSR Policy with Companys enduring commitment to initiatives in the fields of education, water recharge & rejuvenation and certain other incidental changes. The CSR Policy of the Company outlines its CSR focus areas, guiding principles for CSR activities, identified sectors, reporting mechanism etc.

Updated CSR Policy is available on the website of the Company at https://www.maxhealthcare.in/investors/corporate-governance

As per the CSR Policy, the Company continues its endeavors to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Education and Water recharge & rejuvenation for achieving water neutrality. The Company believes in leaving no one behind as it moves forward. It has been consistent in its efforts towards striving to serve the communities in and around its operations and creating access for healthcare. These have been focused around work in the area of community outreach, energy & emissions and water sustainability.

Annual Report on CSR activities, in the prescribed format, for FY 2022-23 as required under sections 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - II to this report.

Transactions with Related Parties

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2022-23 were in the ordinary course of business and on an arms length basis. The Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Companys policy on dealing with related party transactions. Further, during the year under review, there was no related party transaction entered by the Company 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 name of related parties and details of the transactions entered into with them have been provided under Note No. 31.10 of Standalone Financial Statements and Note No. 35.10 of Consolidated Financial Statements of the Company.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on

Related Party Transactions, which is available on the website of the Company at www.maxhealthcare.in/investors/corporate-governance.

Auditors and Auditors Report

Statutory Auditors

Deloitte Haskins & Sells, Chartered Accountants ("Deloitte"), having Firm Registration No. 015125N, are statutory auditor of the Company who were appointed at 19th AGM of the Company 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. Deloitte has confirmed that it satisfies the independence criteria required under the Act and the code of ethics issued by the Institute of Chartered Accountants of India.

Deloitte has given unmodified opinion on the Companys standalone and consolidated financial statements for FY 2022-23. The Company continues to adopt best practices to ensure the regime of unmodified Financial Statements.

Auditors Report on the standalone and consolidated financial statements of the Company for FY 2022-23 forms part of the Annual Report. The auditors report does not contain qualification, reservation or adverse remark which requires explanation.

During the year under review, Deloitte has not reported any fraud committed against the Company by its officers or employees, as required to reported in terms of section 143(12) of the Act read with rules made there under.

The A&RMC of the Company has adopted a Policy on Independence of Statutory Auditors/ Provision of Non-audit Services by Statutory Audit Firm & related matters, in order to ensure the statutory auditors independence, objectivity, effectiveness along with criteria for selecting an audit firm which would ordinarily be one of the big four in India. The said policy entails rotation of the audit partner every 5 years while the audit firm may be appointed as the statutory auditor for two terms of 5 years each. The said Policy is hosted on the website of the Company at www.maxhealthcare.in/investors/corporate-governance.

Further, the Company has made downstream investments as per Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and accordingly, the Company has obtained a certificate from Deloitte as required under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

Cost Auditor

In terms of section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to make and maintain the cost accounting records and have them audited every year by a qualified Cost Accountant. The Company has made and maintained the cost accounts and records as required.

The Company has appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditor of the Company for FY

2022-23. The Cost Auditor has submitted their report for the FY 2022-23. The Cost Auditors report does not contain qualification, reservation or adverse remark.

Further, upon receipt of certificate confirming their eligibility and willingness for appointment as the Cost Auditor of the Company for FY 2023-24 and based on the recommendation of Audit & Risk Management Committee, M/s. Chandra Wadhwa & Co., has been appointed as Cost Auditor of the Company for FY 2023-24 and remuneration payable to the Cost Auditors will be ratified by the members. Accordingly, the Board recommends the same for approval by members at the forthcoming AGM.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the SEBI Listing Regulations, the Company has appointed M/s. Sanjay Grover & Associates, Company Secretaries, New Delhi (Firm Registration No. P2001DE052900) as the Secretarial Auditor for FY 2022-23. The Secretarial Audit Report for FY 2022-23 is enclosed as Annexure - III to this report. Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

The Companys unlisted material subsidiaries viz. HBPL and CRL have also undergone Secretarial Audit in terms of regulation 24A of SEBI Listing Regulations. The Secretarial Audit Reports of HBPL and CRL are also annexed herewith as Annexure - IV and Annexure - V, respectively to this report. The Secretarial Audit Reports of these subsidiaries do not contain any qualification, reservation or adverse remark.

Internal Auditor

The Company has in place a robust Internal Audit function and supported by various independent firms. The Internal Audit function also partners with professional firms in the area of fraud investigation, market intelligence, digital forensics, IT audits and with other firms having expertise in certain specific areas on need basis. The audit conducted by Internal Audit team is based on an internal audit plan aligned with risk profile of business operations, which is also reviewed by the A&RMC on annual basis. These audits are based on risk and control based methodology and, inter alia, involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances at all locations of the Company.

The Internal Auditor of the Company reports functionally to the A&RMC of the Company and administratively to Senior Director-Corporate Affairs. He also participates in the meetings of the A&RMC of the Company and shares exceptions report on financial, safety, information security, compliance and reporting risks etc. on a periodic basis with the A&RMC along with recommendations for mitigation plans provided by management.

The Internal Audit function is duly supported by the Internal Audit Charter which, inter-alia, provides for the scope of work of the internal audit function along with the independence, objectivity, reporting structure, authority and responsibilities of the Internal Audit function. The Company on a periodical basis get a third-party expert to carry out a quality assurance review of the Internal Audit processes. The report is discussed at the meeting of A&RMC in order to improve the effectiveness of Internal Audits.

Internal Audit Charter is hosted on the website of the Company at www.maxhealthcare.in/investors/corporate-governance.

Risk Management

The Company has risk management system aimed at identifying, analysing, assessing, mitigating, monitoring risk or potential threat to achievement of its strategic and business objectives covering various aspects of our business, including operations, legal, treasury, regulatory, strategic and financial. A&RMC reviews the mitigation plan for high and critical risks events that may adversely affect the operations and profitability of business and suggest suitable measures to mitigate such risks. The management provides an updated risk heat map to the A&RMC on a periodical basis in order to track the progress on various mitigation plans as well as impact of changes in the internal/ external environment.

The Companys 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. The Risk management policy and systems are reviewed on a periodical basis to reflect changes in market conditions and business activities. Detailed disclosure regarding key aspects of risk management is provided in Corporate Governance Report forming part of the Annual Report.

Whistle Blower / Vigil Mechanism

The Company promotes integrity and ethical behaviour in its business activities and has a whistle blower policy in place 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 victimisation of the whistle blowers. Detailed disclosure regarding Whistle Blower Policy / Vigil Mechanism is provided in Corporate Governance Report forming part of the Annual Report.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - VI to this report.

Annual Return

The Annual Return of the Company in form MGT-7 as required under section 92 and section 134 of the Act read with rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company atwww.maxhealthcare. in/investors/corporate-governance.

Corporate Governance

The Company has complied with the corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliance is provided as Annexure - D of the Corporate Governance Report forming part of the Annual Report.

Statement of Deviation or Variation in Utilisation of Proceeds

The Company had raised funds amounting ~ H 1,200 Crore by issuing equity shares through qualified institutional placement ("QIP") route on March 9, 2021. The details of utilisation of funds were submitted to stock exchanges in the prescribed format in accordance with SEBI notification dated December 24, 2019 read with regulation 32 of SEBI Listing Regulations, and no deviation/variation was reported during the FY 2022-23, in the utilisation of proceeds as stated under "Use of Proceeds" in the placement document of QIP.

In compliance with regulation 32(7A) of SEBI Listing Regulations, a status report as on March 31, 2023 on utilisation of funds raised through QIP is provided in and forms part of the Corporate Governance Report forming part of the Annual Report.

Environmental, Social and Governance

Our unwavering commitment lies in fostering a sustainable future, integrating fundamental environmental, social, and governance (ESG) principles seamlessly into our core operations. Our ethos of sustainability originates from a profound recognition of our pivotal role in protecting the environment, uplifting the communities, and upholding principles of ethical corporate governance.

Environmental Stewardship

Recognising the impact of our operations on the environment, we focus on sustainable practices and responsible resource management to minimise our ecological footprint. Our comprehensive sustainability roadmap includes critical components such as energy management, GHG emissions management, water management, and waste management. A primary focus lies in mitigating climate change through various strategies.

We are committed to enhance energy efficiency through reduction of per capita energy consumption, largely through operational improvements and technological upgrades. Shifting from diesel to gas-based equipment and implementing electric vehicles for intra-hospital transport signifies our commitment towards this end. We achieved a 33.3% of renewable energy in total energy mix and plan to increase it to 60% by FY 2025, aided by measures like rooftop solar installations at Max Vaishali and Max Gurugram. We have also signed an MoU with Avaada Energy for providing solar power to Max Vaishali. To further offset our carbon footprint, we are increasing the green cover around our facilities. We have adopted ISO 14001 (Environment Management System) and Environmental policy.

Social Commitments

We tirelessly strive to serve society, making healthcare accessible to all. Our dedication to patient-centric care, underpinned by a pursuit of service excellence, drives us to not only provide top-notch medical care but also to engage in endeavors that empower marginalised communities, enhance healthcare awareness, and promote community welfare. We conducted over 6,000 diverse community engagement activities in the communities around our hospitals. Ranging from large-scale sanitation campaigns to informative discussions, we collaborated with local bodies, NGOs, and government agencies all aimed at improving the health and wellbeing of community members. Through comprehensive media outreach, we ensure that health-related information reaches far and wide, underscoring our dedication to creating a healthier, more vibrant community. We also focus on fostering empowerment through education initiatives, including hygiene, sanitation, nutrition and preventive health.

Governance Framework

We have implemented a robust corporate governance framework that prioritises ethical business conduct and transparent disclosures. Our governance efforts align with key Sustainable Development Goals (SDGs), including SDG

9 (Industry, Innovation, and Infrastructure), SDG 10 (Reduced Inequalities), and SDG 16 (Peace, Justice, and Strong Institutions). It also enables us to uphold ethical business practices and build trustworthy relationships with stakeholders.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for FY 2022-23, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for FY 2022-23, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act.

General

No disclosure or reporting is made in respect of following items, as there were no transactions during FY 2022-23:

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

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

• There were no amount proposed to be transferred to the general reserves;

• In terms of the provisions of section 73 of the Act read with the relevant rules made thereunder, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2023;

• There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no instance of onetime settlement with any Bank or Financial Institution;

• There was no revision in the financial statements;

• There was no change in the nature of business;

• There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report;

• There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2023;

• The Chairman & Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries during FY 2022-23. During the FY 2022-23, there were no other whole-time director appointed/holding office in the Company; and

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

Acknowledgement

The Board wish to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during FY 2022-23.

The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees who are part of the Max Healthcare Network and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board

	Abhay Soi
Place: New Delhi	DIN: 00203597
Date: August 7, 2023	Chairman & Managing Director

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