Regency Hospital Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting herewith the thirty fifth Annual Report of Regency Hospital Limited ("the Company") along with the Audited Standalone and Consolidated financial statements and the Auditors Report thereon for the financial year ended March 31, 2024.

Financial Results

The highlights of the Standalone and Consolidated Results of the Company are as follows:

(Rs. in Millions unless stated otherwise)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	4783.02	4289.52	4783.00	4244.55
Other income	73.73	32.74	72.92	37.11
Total income	4856.75	4322.26	4855.92	4281.66
Expenses
Cost of materials consumed	1231.07	989.57	1245.12	999.90
Employee benefit expenses	748.20	693.63	743.69	673.76
Finance costs	192.65	188.96	192.23	188.57
Depreciation and amortisation expenses	292.85	283.67	292.01	282.12
Other expenses	1907.38	1723.61	1904.95	1712.17
Total expenses	4372.15	3879.44	4378.00	3856.52
Profit before tax and share of profit of associate accounted for using the equity method	484.60	442.82	477.92	425.14
Share of profit of Associate accounted for using the equity method	8.82	7.29	-	-
Profit before tax attributable to the shareholders of the Parent Company	493.42	450.11	477.92	425.14
Tax expense
Current tax	119.99	110.44	118.20	106.24
Income tax relating to earlier year	8.66	(5.94)	8.77	(6.34)
Deferred Tax	(13.52)	31.68	(13.50)	31.33
Total Tax Expense	115.13	136.18	113.47	131.23
Profit for the year attributable to the shareholders of the Parent Company	378.29	313.93	364.45	293.91
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement gain/(losses) on post-employment benefit obligations	(7.73)	5.10	(7.73)	5.07
Income tax relating to above items	1.94	(1.28)	1.95	(1.28)
Other comprehensive gain/(loss) for the year attributable to the shareholders of the Parent	(5.79)	3.82	(5.78)	3.79
Company
Total comprehensive income for the year attributable to the shareholders of the Parent Company	372.50	317.75	358.67	297.70

State of Companys affairs, Operating Results and Profits

For the financial year 2023-24, the Company reported a consolidated revenue from operations of 4783.02 Mn compared to 4289.52 Mn reported forFY 2022-23, recording a growth of 12%.

The Consolidated EBITDA of the Company for F.Y. 2023-24 stood at Rs. 908.99 Mn and Standalone EBITDA stood at Rs. 893.07 Mn. Total Comprehensive Income (TCI) for FY 2023-24 stood at Rs. 372.50 Mn versus Rs. 317.75 Mn in the previous financial year 2022-23.

Atstandalone level, the Company reported Revenue fromOperations ofRs. 4783.01 Mn compared to Rs. 4244.55 Mn reported for FY 2022-23 recording a growth of1 3%.

The Standalone TCI for FY 2023-24 stood at Rs. 358.67 Mn versus Rs. 297.70 in the previous financial year. Regency Health continues to drive its core value of patient centricity in all aspects of healthcare service delivery. Your company strives to pursue the highest standards in patient care while aiming to achieve the best experience and outcome for each patient and their family. Your Company makes efforts to consistently improve the quality of all its services. Your Company has put together ultra-modern healthcare facilities equipped with best-in-class diagnostic and therapeutic technology and a competent team of clinical and paramedical staff. The Companys healthcare facilities provide high standards of healthcare services in the specialties of Cardiac Sciences, Orthopedics, Neurosciences, Oncology Sciences, Renal Sciences, Gastro Sciences and Mother and Childcare. Regency Health is focused on delivering the best possible clinical outcomes. Your Company augmented its medical infrastructure by commissioning PET CT, Da Vinci Robotic Systems. Dosimetry system, Radiography Machine, Bone Densitometer and Intra Vascular Ultrasound System. The Company has emerged in Diagnostic Business, it has tied up with various Collection Centers to expand its Diagnostic Business in Kanpur. The Company continues its endeavor to provide quality healthcare services with an emphasis on a high degree of clinical outcomes and an unparalleled patient experience.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2023-24 in the statement of profit and loss.

Dividend

The Board of Directors of your Company have not recommended any Dividend for the year under review.

Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

There are no Companies which have become or ceased to be Subsidiary,Joint Venture and/ or Associate of the Company during the financial year 2023-24.

Subsidiaries and Associate Company

The Company has 2 subsidiaries and 1 Associate Company as on 31 March 2024.

1. Sibling Lifecare Private Limited ("SLPL")

SLPL is the Wholly Owned Subsidiary of the Company which is a wholesale supplier of the medicines/pharmacy to the Company.

2. Regency Institute of Nursing ("RIN")

RIN is the Wholly Owned Subsidiary of the Company which is a Section 8 Company; that has been established to overcome the inevitable demand of highly trained and qualified Nurses in the state of Uttar Pradesh and across India.

3. Regency Nephrocare Private Limited ("RNPL")

RNPL is an Associate Company which is a part of Fresenius group which provides services in dialysis centres in more than 35 countries across Europe, Middle East, Africa and Latin America. Fresenius Medical Care is the worlds leading provider of products and services for patients with chronic kidney failure. During the year, the Board of Directors reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated Financial Statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of thefinancial statements of our Subsidiaries in the prescribedformat AOC-1 is annexed tothe Financial Statements in the Annual Report. In accordance with Section 136 of the Companies Act, 2013, the annual accounts of the Subsidiary and Associate Companies and the related detailed information shall be made available to Shareholders of the Company upon request and it shall also be made available on the website of the Company i.e. https://regencyhealthcare.in/investor-relations/. The annual accounts of the Subsidiary and Associate Companies shall also be kept open for inspection by any Shareholder in the head office of the Company and the respective offices of its Subsidiary Companies till the date of the AGM during business hours.

Directors and Key Managerial Personnel Board of Directors

I. Retirement by Rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Dr. Rashmi Kapoor, Whole Time Director (DIN: 01818323), is liable to retire by rotation at the ensuing AGM and being eligible have offered herself for re-appointment. Based on performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as Managing Director of the Company, liable to retire by rotation.

The details of Director being recommended for reappointment as required under Secretarial Standard-2 (SS-2) is contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution seeking your approval to the re-appointment of Director are also included in the Notice.

Appointment & Resignation of Non-Executive Directors

In terms of Section 149, 150, 152 and 161 read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions if any (including any statutory modifications or re-enactment thereof for the time being in force), and in accordance of Articles of Association of the Company and based on the recommendations of Nomination and Remuneration Committee, Mr. Anil Wadhwa (DIN: 08074310) was appointed as an Additional Director (Non- Executive) on the Board of the Company w.e.f. 27^th January 2024, to hold the office till the conclusion of the next Annual General Meeting subject to the approval of members in the annual general meeting, for further appointment as a Non-Executive Director. During the year under review, Mr. Charles Antonie Janssen and Mr. Rabindra Nath Mohanty resigned from the directorship of the Company with effect from 8^th November 2023 and 20^th November 2023 respectively.

Key Managerial Personnel

Ms. Kriti Misra had resigned from the post of Company Secretary of the Company w.e.f. 16^th September 2023. Accordingly, the Company on recommendation of the Nomination and Remuneration Committee at its Board Meeting held on 15^th September 2023 appointed Mr. Yogi Srivastava as Company Secretary of the Company w.e.f. 16^th September 2023, and he was also nominated as Key Managerial Personnel in terms of Section 203 of the Companies Act 2013.

Declaration by Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act, that they meet the criteria of independence as laid out in Section 149(6) of the Act. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board. None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by Ministry of Corporate Affairs ("MCA") or any other such statutory authority. All members of the Board and senior management have affirmed compliance with the Code of Conduct for Board and senior management for the financial year 2023-24.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board businesses. Noticeof Board/Committee Meetings is given well in advance to all the Directors. The Agenda of the Board/Committee Meetings is set by the Company Secretary in consultation with the Chairman and Managing Director of the Company. During the financial year ended 31 March 2024, six Board Meetings were held on 31 May 2023, 15 September 2023, 29 September 2023, 25 October 2023, 8 November 2023, and 7 March 2024. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act. The details of attendance of Directors at Board Meetings during the financial year 2023-24 are reproduced below:

S. No. Names of Director	Director Identification Number (DIN)	Number of Meetings attended
1 Dr. Atul Kapoor	01449229	6
2 Dr. Rashmi Kapoor	01818323	6
3 1Mr. Rajiv Kumar Bakshi	00264007	5
4 Mr. Anil Kumar Khemka	00270032	5
5 2Mr. Arun Shrivastava	06640892	5
6 3Mr. Charles Antoine Janssen	01266976	1
7 4Mr. Rabindra Nath Mohanty	07895550	4
8 5Mr. Anil Wadhwa	08074310	1

Audit Committee

The Board has constituted a well-qualified Audit Committee. The Companys Audit Committee comprises of Mr. Rajiv Kumar Bakshi, Independent Director as the Chairman, Mr. Anil Kumar Khemka, Independent Director and Dr. Atul Kapoor, Managing Director as members of the Committee. The Committee performs the functions as enumerated in Section 177 of the Companies Act, 2013. The meetings of Audit Committee are also attended by other Directors, Chief Financial Officer, Statutory Auditors and Internal Auditor as special invitees. The Company Secretary acts as the Secretary to the Committee. The minutes of each Audit Committee meeting are placed in the next meeting of Board and Audit Committee. During the year, the Audit Committee was re-constituted and Mr. Rajiv Kumar Bakshi, Independent Non-Executive Director, was appointed as the Chairman of Audit Committee w.e.f. 5 December 2023 in place of Mr. Rabindra Nath Mohanty, who ceased to be member of Nomination and Remuneration Committee upon his resignation as an Independent Non-Executive Director of the Company w.e.f. 20 November 2023. During the year, the Audit Committee met four times on 31 May 2023, 15 September 2023, 25 October 2023 and 7 March 2024 and members of the Audit Committee participated in the aforesaid meetings through VC/ OAVM facility. Mr. Rabindra Nath Mohanty attended the Audit Committee meetings held on 31 May 2023, 15 September 2023 & 25 October 2023 thereafter, he ceased as member of the Committee and Mr. Rajiv Kumar Bakshi attended Audit Committee Meeting held on 7^th March 2024. All other members attended all the meetings of the Audit Committee.

Nomination and Remuneration Committee

In adherence to Section 178(1) of the Companies Act, 2013, the Board of Directors had approved a policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under Section 178(3) based on the recommendations of the Nomination and Remuneration Committee. The policy is available on the website of the Company at https://regencyhealthcare.in/wp-content/uploads/Nomination-Policy.pdf. The broad parameters covered under the Policy are Company Philosophy and Principles on Nomination and Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management. The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) Formulate the criteria for determining qualifications, positive attributes and independence of a director. (ii) Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy. (iii) Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel. During the year under review, the Nomination and Remuneration Committee was re-constituted, Mr. Anil Wadhwa, Additional Director (Non-Executive), was appointed as a member of the Nomination and Remuneration Committee w.e.f. 27 January 2024, in place of Mr. Arun Shrivastava, Independent Non- Executive-Director,who ceased as member of the Committee, due tohis resignation as Independent Non- Executive-Director of the Company.

The Companys Nomination and Remuneration Policy is enclosed to this Boards Report as an

Annexure A.

Corporate Social Responsibility (CSR)

During the financial year 2023-24, the Company has spent Rs. 4.76 Mn towards Corporate Social Responsibility (CSR) expenditure, in terms of the CSR annual action plan approved by the CSR Committee and the Board of Directors, from time to time. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure B to this Report.

The CSR policy is available on the website of Company at http://regencyhealthcare.in/wp- content/uploads/Corporate-Social-Responsibility-Policy.pdf.

The CSR Policy outlines its Companys CSR initiatives which are implemented through its CSR arm/ trust i.e. Amrita Charitable Trust, which focuses on Special Education, Psychological Evaluation and Intervention, Occupational therapy, Physiotherapy and Speech Therapy. As per the aforesaid Policy, RHL shall undertake CSR activities as prescribed under the Companies Act, 2013 ("the Act") read with Schedule VII of the Act.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and Policy of the Company.

Performance Evaluation

In terms of the requirement of the Act, an annual performance evaluation of the Board was undertaken which included the evaluation of the Board as a whole and peer evaluation of the Directors. The criteria for performance evaluation cover the areas relevant to the functioning of the Board such as its composition and operations, Board as whole and group dynamics, oversight and effectiveness, performance, skills and structure etc. The performance of individual Directors was evaluated on the parameters such as preparation, participation, flow of information, conduct, independent judgement, and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. As an outcome of the evaluation, it was noted that Board as a whole has a composition that is diverse in experience, skills, expertise, competence, gender balance, and fosters lively, free expression and constructive debates. The discussion quality is robust, well intended and leads to clear direction and decision.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) the Directors had prepared the annualaccounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Related Party Transactions

The Company follows robust internal processes before entering transactions with related parties and the considerations which govern the transactions with related parties are the same as those applicable for other vendors of the Company. All the transactions are undertaken for the benefit of the Company and in compliance with the applicable laws.

As a part of the Companys annual planning process, before the beginning of a financial year, details of all transactions proposed to be executed with related parties, including estimated amount of transactions to be executed, manner of determination of pricing and commercial terms, etc. are presented to the Audit Committee for its consideration and approval. The details of said transactions are also placed before the Board of Directors for their information. The Board members interested in a transaction do not participate in the discussion of the item wherein that item is being considered. Further approval is sought during the year for any new transaction/modification to the previously approve limits/terms of contracts with the related parties.

All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arms length basis in terms of provisions of the Act. The Company had no materially significant related party transaction, which is considered to have potential conflict with the interests of the Company at large. However, details of Related Party Transactions undertaken by the Company are disclosed in Form AOC-2 which is attached as an Annexure C to this Report.

The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and the Rules thereunder. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at http://regencyhealthcare.in/wp-content/uploads/Related-Party-Transactions-Policy.pdf.

Risk Management

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimising the impact of risks. The objective of Risk Management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively and improve organizational resilience and sustainable growth. The Company has in place a Risk Management Policy which articulates the approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that key strategic and business risks are identified and addressed by the management. The Company periodically reviews and improves the adequacy and effectiveness of its risk management systems considering rapidly changing business environment and evolving complexities. The Company, through the Risk Management process, aims to contain the risk within the risk appetite. There are no risks which in the opinion of the Board may threaten the existence of the Company. The detailed Risk Management Policy of the Company is available at http://regencyhealthcare.in/wp-content/uploads/Risk- Management-Policy.pdf.

Loans, Guarantees and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetingsof Board and its Powers) Rules, 2014, as on 31 March 2024, are set out in Notes 10 and 16 of the standalone financial statements.

Deposits

During the year under review, your Company has neither invited nor accepted any deposits from the public, in terms of Section 73 of the Companies Act, 2013 read with Companies Acceptance of Deposit) Rules, 2014 and any provisions of the said Section are not applicable to your Company.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31 March, 2024 is available on the website of the Company at https://regencyhealthcare.in/investor-relations/.

Share Capital

During the financial year 2023-24, there was increase in the subscribed and paid-up capital of the Company by way of allotment of up to 22,77,212 (Twenty-Two Lakh Seventy-Seven Thousand Two Hundred and Twelve) Cumulative, Compulsorily, Convertible Preference Shares ("CCPS") having a face value of INR 10 (Indian Rupees Ten) each at a premium of INR 648.70 (Indian Rupees Six Hundred Forty-Eight and Paise seventy only) on a preferential basis by way of private placement, in the Annual General Meeting of the Company held on 27^th October, 2023.

The paid-up capital of the Company was increased to Rs. 16,31,99,910 (Rupees Sixteen Crores Thirty One Lakhs Ninety Nine Thousand Nine Hundred Ten only) divided into 1,40,42,779 (One Crore Forty Lakh Forty Two Thousand Seven Hundred Seventy Nine) Equity Shares of Rupees 10 each and 22,77,212 (Twenty-Two Lakh Seventy-Seven Thousand Two Hundred and Twelve) CCPS of Rs. 10 each from the existing Rs. 14,04,27,790 (Rupees Fourteen Crores Four Lakhs Twenty Seven Thousand Seven Hundred Ninety only) divided into 1,40,42,779 (One Crore Forty Lakh Forty Two Thousand Seven Hundred Seventy Nine) Equity Shares of Rupees 10 each.

Human Resource Management and related disclosures

Our employees are our most important assets. We are committed to hiring and retaining the best talent. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next. Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees and seeks to ensure that Regency Health values and principles are understood by all.

Auditors and Auditors Report Statutory Auditors

Walker Chandiok & Co LLP, Chartered Accountants, (Firm registration no. 001076N/N500013) was appointed as Statutory Auditors of the Company in the 31^st Annual General Meeting held on 20 November, 2020 for the second term of five (5) years from the conclusion of the AGM till the conclusion of 36^th AGM to be held in the year 2025 as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act they are not disqualified from being re-appointed as Auditors of the Company. The Report given by Walker Chandiok & Co LLP, Chartered Accountants on the Financial Statements of the Company for the year 2024 is part of the Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Accounts and Cost Auditors

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. Mr. Rishi Mohan Bansal, Cost Accountant, Kanpur (Membership No. 3323) carried out the cost audit of the Company for the financial year 2023-24.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed Mr. Rishi Mohan Bansal, Cost Accountant, Kanpur (Membership No. 3323) as the Cost Auditors of the Company to conduct the audit of cost records of applicable products for the year ending March 31, 2025. Mr. Rishi Mohan Bansal have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years. In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs. 30,000/- (Rupees Thirty Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2024-25 as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the ensuing AGM. The Cost Audit Report for the financial year 2022-23 has been filed with the Central Government within thestipulated time on 11 October 2023. During the year under review, the Cost Auditors had not reported any matter under Section 134 (3) (ca) of the act.

Secretarial Auditors and Secretarial Standards

The Secretarial Audit was carried out by M/s. SKS & Co., Company Secretaries for the financial year ended 31 March 2024. Thereport given by the Secretarial Auditors is annexed as Annexure Dand forms an integral part of this Report. The Secretarial Audit Report was self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. SKS & Co., Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending 31 March 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. During the year under review, the Secretarial Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act. The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by the Institute of Company Secretaries of India.

Internal Auditors

TheCompany hasin place a robust Internal Auditfunction. Inaccordance withthe provisions of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, your Company had appointed BDO India LLP, as an Internal Auditors of the Company for Financial Year 2023-24 commencing from 1 April 2023 to 31 March 2024 in its Board Meeting dated 31 May 2023.

Registrar and Share Transfer Agent

M/s Skyline Financial Services Private Limited shall continue to act as the Registrar and Share Transfer Agent of the Company.

Vigil Mechanism

The Company has a Vigil Mechanism that provides a formal channel for all its Directors, employees and business associates including customers to approach the Chairman of the Audit Committee and make protected disclosures about any unethical behaviour, actual or suspected fraud or violation of the Regency Healths Code of Conduct. No person is denied access to the Chairman of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency among all its stakeholders. The Company promotes ethical behaviour in all its business activities. The Company has a robust vigil mechanism through its Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013.

The Whistle Blower Policy has been appropriately communicated within the Company and is available on the website of the Company at http://regencyhealthcare.in/wp-content/uploads/Whistle-Blower- Policy.pdf.The Whistle Blower Policy aims to: a. allow and encourage stakeholders to bring to the managements notice concerns about unethical behaviour actual or suspected fraud or violation of the Companys code of conduct. b. ensure timely and consistent organisational response. c. build and strengthen a culture of transparency and trust. d. provide protection against victimisation.

Internal Financial Controls and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records.

The Company has designed and implementedthe comprehensive Internal Financial Controls System over financial reporting to ensure that all transactions are authorized, recorded and reported correctly in a timely manner. The Companys Internal Financial Controls over financial reporting provides reasonable assurance over the integrity and reliability of financial statements of the Company.

Periodical programs of Internal Audits are planned and conducted which are also aligned with business objectives of the Company. The meetings with Internal Auditors at Board level are conducted wherein the status of audits and management reviews are informed to the Board.

The Company actively tracks all changes in Accounting Standards, the Act and other related regulations and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same.

The Company uses an established SAP ERP HANA 4 System to record day to day transactions for accounting and financial reporting. The SAP system is configured to ensure that all transactions are integrated seamlessly with the underlined books of accounts, which helps in obtaining accurate and complete accounting records and timely preparation of reliable financial disclosures.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, for the financial year ended 31 March 2024, in relation to the conservation of energy, technology absorption, foreign exchange earnings and out go is annexed as Annexure E and forms an integral part of this Report.

Policy on prevention of Sexual Harassment atWorkplace

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee ("ICC") has also been set up to redress any such complaints received. The constitution of ICC is as per the provisions of POSH and includes external Members from NGO or those individuals having relevant experience. The Company has zero tolerance towards sexual harassment at the workplace and is committed to providing a safe and conducive work environment to all its employees viz. permanent, contractual, temporary, trainees and associates and any person visiting the Company at its office. All employees arecommitted to ensure that they work in an environment that not only promotesdiversity and equality but also mutual trust, equal opportunity and respect for human rights. The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

The Committee meets on quarterly basis and as & when required and provides a platform for female employees for registration of concerns and complaints, if any.

During the year under Review i.e. 2023-24 eight (8) meetings were held across all centres of the Company to discuss strengthening the safety of employees at the workplace. In addition, the awareness about the Policy and the provisions of Prevention of Sexual Harassment Act are also contained in Employee Handbooks and communication regarding the Policy forms an integral part of Induction Programs imparted to personnel of the Company. During the year under review, no complaints/cases were received by the Companyor required to be referred to ICC.

Liquidity

Our principal sources of liquidity are cash and cash equivalents and the cash flow that we generate from our operations. We continue to maintain sufficient cash to meet our strategic and operational requirements. Liquidity enables us to be agile and ready for meeting unforeseen strategic and business needs and opportunities.

Material Changes affecting the Company

There were no material changes and commitments affecting the financial position of the Company which had occurred between the end of financial year and the date of the Report which had affected the going concern status of the Company.

Change in the Nature of Business

During the financial year ended 31 March 2024, there was no change in the nature of business of the Company.

Statement on Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. During the year under review, no amount was due for transfer to IEPF.

Credit Rating

The Companys sound financial management and its ability to service financial obligations in a timely manner, has been affirmed by the credit rating agency CRISIL with long-term instrument rated as BBB+/Positive and short-term instrument rated as A2.

Details of Significant and Material Orders, if any

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

Other Disclosures

i. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and ii. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Appreciations

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas of its operations as well as the efficient utilization of your Companys resources for sustainable and profitable growth. The Board conveys deep sense of appreciation towards contributions made by every member of Regency Health family during the year and expresses a heartfelt thanks and gratefulness to its Private Equity Investors for their continued support and patronage throughout the year.