Yatharth Hospital & Trauma Care Services Ltd Directors Report

To The Member(s)

YATHARTH HOSPITAL & TRAUMA CARE SERVICES LIMITED

The Board of Directors ("Board") have the pleasure in presenting the 19^th Annual Report on the Business and Operations of the Company together with the Audited Financial Statements for the Financial Year ended

March 31, 2026.

1. FINANCIAL SUMMARY

Key aspects of the financial performance of the Company for the financial year ended March 31, 2026 along with previous years figures are given hereunder: (H in million except EPS)

	For the year ended
	Standalone		Consolidated
Particulars	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from Operations (net of excise)	5918.84	4564.84	12071.72	8856.21
Other Income	232.10	94.49	257.87	110.41
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1633.74	1387.10	3179.01	2364.22
Less: Depreciation / Amortization / Impairment	304.59	186.63	878.06	571.72
Profit / loss before Finance Costs, Exceptional items and Tax Expense	1329.15	1200.47	2300.95	1792.50
Less: Finance Costs	57.31	6.16	65.35	75.11
Profit / loss before Tax Expense	1271.84	1194.31	2235.60	1717.39
Less: Tax Expense (Current & Deferred)	317.74	317.39	532.55	411.89
Profit / loss for the year	954.10	876.92	1703.05	1305.50
Total Comprehensive Income	956.74	878.57	1708.78	1308.43
Earning per equity share (EPS)	9.90	9.89	18.20	14.72

2. STATE OF COMPANY AFFAIRS

The Company has continued to make significant progress in its growth journey, further strengthening its position as a trusted healthcare provider and laying a robust foundation for long-term, sustainable growth. During the year, the Company expanded its healthcare footprint to a network of nine hospitals, comprising seven strategically located facilities across the Delhi-NCR region, one hospital in Agra, Uttar Pradesh, and one hospital in Jhansi-Orchha, Madhya Pradesh.

Over the past fiscal year, the Company has demonstrated a consistent commitment to excellence in healthcare delivery, maintaining a strong focus on operational efficiency, service quality,andpatientcare.Thissustainedmomentum reflects not only the achievements of previous years but also a clear vision for long-term leadership in the healthcare sector. By continuously strengthening its presence and enhancing service standards, the Company is well-positioned to capitalize on future opportunities and contribute meaningfully to the evolving healthcare landscape in India.

The year witnessed significant growth in the Companys financial performance. On a standalone basis, Revenue from Operations increased to H5,918.84 million during FY 2025-26 from H4,564.84 million in the previous year, registering a growth of 29.66%. Profit after Tax increased to H954.10 million from H876.92 million in the previous year, reflecting a growth of 8.80%.

On a consolidated basis, Revenue from Operations increased to H12,071.72 million from H8,856.21 million in FY 2024-25, representing a robust growth of 36.31%. Consolidated Profit after Tax stood at H1,703.05 million as compared to H1,305.50 million in the previous year, registering a growth of 30.45%. Total Comprehensive Income on a consolidated basis increased to H1,708.78 million from H1,308.43 million in the previous year.

The Companys strong financial performance was supported by improved operational efficiencies, increased patient volumes, and the continued contribution from its expanding hospital network. Earnings per Equity Share (EPS) on a standalone basis increased to H9.90 from H9.89, while consolidated EPS increased to H18.20 from H14.72 during the year under review.

This strong financial performance highlights the Companys commitment to operational excellence, strategic expansion, and the consistent delivery of high-quality healthcare services. By sustaining the momentum built in previous years, the Company remains committed to delivering sustainable growth, creating value for stakeholders, and contributing meaningfully to Indias evolving healthcare landscape.

3. TRANSFER TO RESERVES

As part of its prudent financial management, the Company has transferred J 954.10 million of its profit to general reserves, thereby strengthening its financial stability and capacity for future investments. No profit was allocated to any specified reserves during the year.

4. DIVIDEND

Pursuant to regulation 43A(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board had formulated a Dividend Distribution Policy (‘the Policy). The Policy is available on the Companys website at https://www.yatharthhospitals.com/investors/ corporate-policies .

The Board is of the view that conserving internal resourcesandreinvestingearningsintotheCompanys growth initiatives will enhance its operational capacity, support sustainable business development, and generate long-term value for shareholders. Accordingly, final dividend has been recommended for the financial year ended March 31, 2026.

The Company is, however, proposed to declare an Interim Dividend during the financial year

2026-27, with a view to appropriately balance the interests of its shareholders with the Companys requirements for continued growth, expansion and strengthening of its healthcare infrastructure.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 124 and 125(2) of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), do not apply as there was no dividend declared and paid over last years.

6. SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2026 is H 115,00,00,000/- (Rupees One Hundred Fifteen Crore Only). The Paid-Up Equity Share Capital of the Company on March 31, 2026 is H 96,35,43,570/- (Rupees Ninety-Six Crore Thirty Five Lakh Forty Three Thousand Five Hundred Seventy Only).

During the financial year under review, there was no rights issue / bonus issue / sweat issue or redemption of shares / buy-back of shares made by the Company. Also, the Company has neither issued shares with differential voting rights nor granted any stock options.

Updates on Utilization of funds raised through IPO and QIP

The Company had raised funds through Qualified Institutional Placement ("QIP") and Initial Public Offering ("IPO"). The proceeds raised through the QIP have been fully utilized and was duly reported and disclosed in the Monitoring Agency Report for the quarter ended March 31, 2026.

Further, the proceeds raised through the Initial Public Offering ("IPO") remain partly unutilised beyond the timeline specified in the Prospectus. The Company is in the process of modifying the timeline and proposed utilisation of the unutilised IPO proceeds, subject to requisite approvals in accordance with applicable laws and regulatory requirements. The utilisation status has been reported in the Monitoring Agency Report for the quarter ended June 30, 2026.

The details of the same is available on the Companys website and can be accessed at https://www.yatharthhospitals.com/investors.

7. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs)

A. Composition of the Board

The composition of the Board is in accordance with the provisions of Section 149 of the Companies Act, 2013 (‘the Act) and Regulation 17 of the SEBI Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

B. Appointment/Cessation/Change in Designation of Directors/KMP/Senior Management Personnel (SMP) during the period under review:

During the year under review, Mr. Ramesh Krishnan (DIN: 06753052) was appointed as Non-Executive Independent Director of the Company w.e.f November 05, 2025, for a term of 5 Years.

Further, Mr. Neeraj Vinayak ceased to be the Head – Strategy & Investor Relations w.e.f May 26, 2025 and Mr. Ashutosh Kumar Jha appointed as Group Chief Strategy, M&A and Investor Relations and designated as SMP w.e.f July 03, 2025.

Other than the aforesaid changes, no changes took place in the composition of the Directors, Key Managerial Personnel, and Senior Management Personnel of the Company during the year.

Further, none of the Directors of the Company are disqualified as per the applicable provisions of the Act and necessary disclosures from them were duly received.

C. Directors liable to retire by rotation

Pursuant to Section 152(6) of the Companies Act, 2013, Dr. Ajay Kumar Tyagi, Whole-time Director (DIN: 01792886), retires by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, offers himself for re-appointment.

The requisite details for his re-appointment, as required under the applicable provisions of the Companies Act, 2013, Secretarial Standards and SEBI Listing Regulations, are provided in the Notice convening the 19^th Annual General Meeting of the Company.

D. Key Managerial Personnel (KMPs)

Pursuant to provisions of Section 2(51) and 203 of the Companies Act, 2013, the KMPs of the Company as on March 31, 2026 are:

a. Dr. Ajay Kumar Tyagi - Whole-time Director b. Dr. Kapil Kumar – Managing Director c. Mr. Yatharth Tyagi - Whole-time Director

d. Mr. Amit Kumar Singh – Chief Executive Officer

e. Mr. Pankaj Prabhakar – Chief Financial Officer

f. Mr. Ritesh Mishra – Company Secretary & Compliance Officer

Other KMPs and SMPs as appointed by the Board of Directors a. Mr. Nitin Gupta – President Finance and Group Chief Operating Officer (w.e.f. August 13, 2024) b. Mr. Sonu Goyal – Group Chief Financial Controller (w.e.f. August 13, 2024)

c. Mr. Ashutosh Kumar Jha- – Group Chief Strategy, M&A and Investor Relations as Senior Management Personnel (w.e.f. July 03, 2025)

8. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given necessary declarations confirming and certifying under Section 149(7) of the Act, that they continue to meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 read with Regulation 25(8) of the SEBI Listing Regulations and that they are independent from the management in respect of their position as an ‘Independent Director in the Company.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Further, in the opinion of the Board, Directors also possess the attributes of integrity, expertise and experience (including proficiency) as prescribed under the Act and SEBI Listing Regulations.

The terms and conditions governing the appointment of Independent Directors are available on the Companys website under the Investors section in the Corporate Policies tab under the link: https://www.yatharthhospitals.com/ investors/corporate-policies.

The Board affirms that all Independent Directors appointed during the year under review possess the requisite qualifications, professional expertise, and experience, as well as uphold the highest standards of integrity under the applicable provisions of the Act and SEBI Listing Regulations. The Board believes that their diverse experience, sound judgment, and valuable guidance continue to contribute significantly to the Companys governance framework, strategic direction, and sustainable value creation for all stakeholders.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, the Company has following subsidiaries:

Name of the Companies	Category
1. AKS Medical & Research Centre Private Limited	Wholly Owned Subsidiary
2. Ramraja Multispeciality Hospital & Trauma Centre Private Limited	Wholly Owned Subsidiary
3. Pristine Infracon Private Limited	Wholly Owned Subsidiary
4. Sanskar Medica India Limited	Wholly Owned Subsidiary
5. Shanti Ved Institute of Medical Sciences Private Limited	Wholly Owned Subsidiary
6. MGS Infotech Research and Solutions Private Limited	Subsidiary Company

During the year under review, the Company has acquired 100% controlling stake in M/s. Shanti Ved Institute of Medical Sciences Private Limited at an enterprise value of H 260 Crores on January 29, 2026.

Accordingly, M/s Shanti Ved Institute of Medical Sciences Private Limited has become Wholly Owned Subsidiary of the Company.

In accordance with the provisions of Section 129(3) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared a statement containing salient features of the financial statements of the Companys subsidiaries in the Form AOC-1, which forms part of this Annual Report, enclosed herewith as Annexure-A of this Report.

The Company does not have any Joint venture or Associate Company.

The Company has been empaneled as a dedicated healthcare service provider for Noida International Airport, Jewar, Uttar Pradesh, for providing medical assistance and emergency response services within the airport premises. The facility is aimed at supporting the health and well-being of passengers, airport personnel and other stakeholders, while furthering the Companys commitment to extending accessible and reliable healthcare services beyond its hospital network.

In terms of the provisions of Section 136 of the Act and Regulation 46 of SEBI Listing Regulations, the audited financial statements along with Audit Report of each of the subsidiary company are available on the website of the Company at https://www.yatharthhospitals.com/investors.

10. PUBLIC DEPOSITS

During the financial year under review, your Company had not invited or accepted any deposits from the Public, pursuant to the provisions of the section 73 of the Act, read with Companies (Acceptance of Deposit) Rules 2014 and therefore, no amount of principle or interest was outstanding in respect of deposits from the Public as of the date of Balance Sheet.

11. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the web link of Annual Return of the Company for the Financial year 2025-26 is available on the website of the Company at https://www.yatharthhospitals. com/investors/financial-section/annual-returns.

12. BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board and its Committees, along with the Meetings held and attendance of the Directors thereat, are provided in the Corporate Governance Report, forming part of the Annual Report, as submitted to the stock exchanges, NSE and BSE, and available on the Companys website i.e. https://www. yatharthhospitals.com/uploads/ investors/annual-reports-2025-26.pdf .

13. LOANS, GUARANTEE AND INVESTMENT

The particulars of loans, advances, investments and guarantees given or outstanding as at March 31, 2026, are disclosed in the relevant Notes to the Financial Statements forming part of the Annual Report. During the year under review, the Company made an investment in connection with the acquisition of a hospital in Agra, as part of its expansion and growth strategy.

14. PARTICULARS OF RELATED PARTY TRANSACTION

All contracts/arrangement/transactions entered by the Company during FY 2025-26 with related parties were in compliance with the applicable provisions of the Act. Prior omnibus approval of the Audit Committee has been obtained for all related party transactions which were foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into was also reviewed by the Audit Committee on a quarterly basis.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Companys website and can be accessed at https://www.yatharthhospitals.com/ investors/corporate-policies.

Pursuant to Regulation 23(9) of Listing Regulations, the Company has filed the Reports on RPTs with the Stock Exchanges within the statutory timelines.

In this regard, suitable disclosures as required under Regulation 34(3) of Listing Regulations read with Schedule V and Indian Accounting Standards have been disclosed in the Notes to the Standalone Financial Statements.

During the financial year, the Company has not entered into any materially significant related party contracts/ arrangements or transactions with the Companys promoters, Directors, Key Managerial Personnel or their relatives, which could have had a potential conflict with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of section 188(1) of the Act read with Schedule V of SEBI Listing Regulations and on arms length basis and for its principal business activity. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2025-26 and hence, does not form part of this report.

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

The provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies {The Companies (Accounts)} Rules, 2014 are given as below:

A. Conservation of Energy i. Steps taken or impact on conservation of energy

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, the Company continues to prioritize energy conservation and sustainable operational practices. During the year under review, the Company undertook various initiatives aimed at improving energy efficiency, optimizing resource utilization and reducing overall energy consumption. These measures include the use of energy-efficient LED lighting, adoption of low power consumption equipment and systems, optimization of air-conditioning solutions, enabling energy-saving modes across IT infrastructure and increased deployment of energy-efficient appliances.

A significant step towards sustainable energy management has been the Companys continued association with Fourth Partner Solar Power Private Limited for sourcing renewable energy through captive solar power arrangements. The initiative has progressed substantially and has enabled the Company to increasingly utilize solar energy for its operations.

2. The steps taken by the Company for utilizing alternate sources of energy

The Company has continued to promote the use of renewable energy through captive solar power arrangements in association with Fourth Partner Solar Power Private Limited. During the year under review, captive solar power usage commenced at the Companys three Hospitals situated at Noida, Greater Noida and Greater Noida West, thereby increasing the utilization of renewable energy for its operations.

The initiative has contributed to reducing dependence on conventional electricity sources and supports the Companys objectives of energy efficiency, cost optimization, environmental sustainability and responsible business practices.

B. Technology Absorption

1. Efforts made towards technology absorption

During the year under review, the Company continued to enhance its healthcare capabilities through the adoption and integration of advanced medical technologies aimed at improving diagnostic accuracy, treatment outcomes, and patient care.

Key technological advancements include the installation of advanced Oncology Equipment and PET-CT (Positron Emission Tomography–Computed Tomography) technology, strengthening cancer diagnosis, staging, and treatment planning capabilities; adoption of Robotic-Assisted Knee Replacement

Surgery technology, enabling greater surgical precision, improved implant alignment, and enhanced patient outcomes; and deployment of the Da Vinci Robotic Surgical System, which has further strengthened minimally invasive surgical capabilities by providing surgeons with enhanced precision, flexibility, and control.

The Company continues to integrate innovative medical technologies and advanced healthcare solutions across its operations, reaffirming its commitment to delivering quality, technology-enabled, and patient-centric healthcare services.

2. Benefits derived from such technology absorption

The adoption and integration of these advanced technologies have enhanced theCompanysdiagnosticandtherapeutic capabilities, improved surgical precision, supported better treatment planning and outcomes, and strengthened the delivery of minimally invasive and patient-centric healthcare services.

C. Foreign Exchange Earnings and Outgo

During the financial year under review, the Company has undertaken certain transactions involving foreign exchange. In accordance with applicable accounting standards and statutory requirements, all foreign exchange inflows and outflows have been appropriately recordedanddisclosedintheAuditedFinancial Statements of the Company. These disclosures ensure transparency and provide a true and fair view of the Companys financial position with respect to its international transactions.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of SEBI Listing Regulations, is presented under a separate section forming part of this Annual Report.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for FY 2025-26, as stipulated under Regulation 34(2) (f) SEBI Listing Regulations, is presented under a separate section forming part of this Annual Report.

18. STATEMENT BY DIRECTOR RESPONSIBLE FOR THE BUSINESS RESPONSIBILITY REPORT, HIGHLIGHTING ESG RELATED CHALLENGES, TARGETS AND ACHIEVEMENTS

A structured and strategic approach to sustainability remains at the heart of our initiatives. The Company has advanced efforts in reducing its environmental footprint by continuing to optimise energy consumption and water use, while adhering to stringent protocols in the management and disposal of bio-medical waste. These efforts align with the broader vision of mitigating environmental impact while ensuring the health and safety of patients, employees, and the communities we serve.

a. Environmental, Social, and Governance (ESG) Initiatives

Your Company continues its commitment as a responsible healthcare institution by advancing its Environmental, Social, and Governance (ESG) agenda. Building upon the foundations laid in previous years, ESG principles have become increasingly integrated into the Companys operational practices, strategic decision-making, and stakeholder engagement efforts.

b. Environmental Stewardship

The Company maintains a structured and strategic approach to sustainability, with ongoing initiatives focused on reducing its environmental footprint. Key areas of focus include the optimization of energy and water usage, and the adoption of stringent standards for bio-medical waste management. These initiatives are aligned with our broader mission to minimize environmental impact while prioritizing the health and safety of patients, staff, and the wider community.

In full compliance with the Bio-Medical Waste Management Rules, 2016, prescribed by the Government of India, the Company has implemented a robust framework for the monitoring, segregation, treatment, and safe disposal of bio-medical waste. This ensures not only legal compliance but also contributes meaningfully to environmental sustainability.

c. Social Responsibility

The Company remains deeply committed to fostering a people-centric culture. Our employee welfare initiatives promote inclusivity, occupational health and safety, professional development, and work-life balance. The Company maintains a zero-tolerance policy against discrimination and harassment and is dedicated to creating a workplace grounded in fairness, respect, and equal opportunity.

d. Ethical Governance

Strong corporate governance continues to form the backbone of the Companys value system. All Directors, senior management, and employees operate under a strict code of ethics, emphasizing integrity, accountability, and compliance. Whistleblower mechanisms are in place to enable employees to confidentially report unethical conduct, policy violations, or compliance concerns without fear of retaliation.

As the Company advances in its ESG journey, it remains focused on delivering high-quality healthcare while driving sustainable, inclusive growth. The integration of ESG principles into the Companys strategic roadmap underscores its commitment to long-term value creation for all stakeholders and to positioning itself as a responsible and forward-looking leader in the healthcare sector.

19. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has adopted the Corporate Governance Policies and Code of Conduct which sets out the systems, processes and policies conforming to the international standards.

The Company believes that transparency, integrity, accountability and fairness are fundamental to sustainable business growth.

M/s. MKP & Associates, Company Secretaries in Practice, Secretarial Auditors of the Company have certified that the Company has complied with the mandatory requirements of Corporate Governance as stipulated under Para E of Schedule V of the SEBI Listing Regulations. Further, the Corporate Governance Report, as required under Regulation 34(3) read with Para C of Schedule V of the SEBI Listing Regulations, forms part of this Annual Report and is presented as a separate section thereof. The said certificate is annexed to the Corporate Governance Report forming part of this Annual Report as Annexure C.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of 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, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, form part of this Annual Report and are enclosed as Annexure B.

However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining the same may write to the Company Secretary at cs@yatharthhospitals.com and the same will be furnished on request.

21. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Nomination and Remuneration Policy, which, inter alia, lays down the criteria and principles relating to the appointment, qualifications, positive attributes, independence and evaluation of Directors, payment of remuneration to Directors and Key Managerial Personnel and other related matters.

The Policy also provides an appropriate framework for determining remuneration in accordance with the applicable statutory requirements and prevailing industry practices, while ensuring that the remuneration structure is aligned with the Companys objectives and long-term interests.

The Nomination and Remuneration Committee ("NRC") periodically reviews the Policy and oversees its implementation. The salient features of the Nomination and Remuneration Policy are disclosed in the Corporate Governance Report, forming part of the Annual Report.

The Nomination and Remuneration Policy is available on the Companys website under the Corporate Policies section at https://www. yatharthhospitals.com/investors/corporate-policies .

22. STATUTORY AUDITOR

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in 18^th Annual General Meeting held on September 30, 2025, approved the appointment of M/s. MSKA & Associates LLP (a member firm of BDO International), Chartered Accountants (Firm Registration No:105047W/ W101187), as the Statutory Auditors of the Company for a term of 5 (Five) years. The Statutory Auditors has submitted a certificate, as required under Section 139(1) of the Act confirming that they meet the criteria provided in Section 141 of the Act.

Statutory Auditors Report

The Report given by M/s. MSKA & Associates LLP, Chartered Accountants, on the standalone and consolidated financial statement of the Company along with the notes for the financial year 2025-26 is forming a part of the Annual Report. The Auditors report is unmodified and does not contain any qualification, reservation or adverse remark.

23. SECRETARIAL AUDITORS

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, the Company had appointed M/s MKP & Associates, Practicing Company Secretaries (FRN: S2011HR148000) (Peer review Certificate No. 4658/2023), to undertake the Secretarial Audit of the company.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under.

Secretarial Auditors Report

In terms of Section 204 of the Act and Regulation 24A of Listing Regulations, Secretarial Audit Report for the financial year 2025-26 as issued by M/s. MKP & Associates in the prescribed form MR-3 is annexed to this Report as Annexure-C. Further, there was no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.

Secretarial Audit Report of Material Subsidiary

As per the provisions of the Act and Listing Regulations, M/s AKS Medical & Research Centre Private Limited, a material unlisted subsidiary. The Secretarial Audit Report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there was no deviation or noncompliance. Secretarial Audit Reports of the unlisted material subsidiary for the financial year 2025-26 as issued by M/s. MKP & Associates in the prescribed Form MR-

3. Further, there was no qualification, reservation, adverse remark or disclaimer made in the said Secretarial Audit Reports of the subsidiary.

24. INTERNAL AUDITOR

Pursuant to the provisions of section 138(1) of the Act read with Rule 13 of the_Companies (Accounts) Rules, 2014, the Company has appointed

M/s Deloitte Touche Tohmatsu India LLP, Chartered Accountant to undertake the Internal Audit of the Company.

25. COST AUDITOR

Pursuant to section 148 (3) of the Act read with Rule 6(2)ofthecompanies(CostRecordsandAudit)Rules 2014 the Board has appointed M/s Subodh Kumar & Co. Cost Accountant (Registration No. 104250) to undertake the Cost Audit of the Company for the financial year 2025-26. The remuneration payable to the cost auditors is required to be ratified by the shareholders at the AGM. Accordingly, resolution ratifying the remuneration payable to M/s Subodh Kumar & Co., shall be placed for the approval of the shareholders at the ensuing AGM.

The Company has maintained the necessary accounts and records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013 in respect of healthcare services.

The Company had filed the cost audit report for financial year 2024-25 on September 03, 2025, in compliance under the Companies (Cost Records and Audit) Amendment Rules, 2014.

26. DETAIL OF_ FRAUD AS PER AUDITORS REPORT

No fraud has been noticed or reported in the Company by its employees and officers during the Financial Year 2025-26.

27. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 ("Act"), the Company continues to fulfil its Corporate Social Responsibility ("CSR") obligations. In this regard, the Company undertook and supported various CSR initiatives across areas such as healthcare, education, livelihood and employability, social development etc., with a view to contributing meaningfully towards the well-being and sustainable development of the communities and society at large. These activities are in accordance with Schedule VII of the Act.

In compliance with the requirements of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility Committee and has adopted a CSR Policy to guide and monitor the implementation of its CSR programmes.

The Composition of CSR Committee is as under:

1. Dr. Ajay Kumar Tyagi

2. Dr. Kapil Kumar

3. Dr. Sanjeev Upadhyaya

The Annual Report on CSR activities as required given under Section 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 annexed to this Report as Annexure- D.

The policy, as approved by the Board, is available on the website of the Company under the tab of CorporatePoliciesathttps://www.yatharthhospitals. com/investors/corporate-policies.

29. INTERNAL FINANCIAL CONTROLS AND SYSTEMS

The Company has in place an adequate internal financial control framework, commensurate with the size, scale and complexity of its operations, designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The adequacy and operating effectiveness of the internal controls are periodically reviewed through the Internal Audit function, which undertakes risk-based audits across various functions and locations. The Internal Audit function operates independently and reports its significant observations to the Audit Committee, which reviews the audit findings, corrective actions and overall effectiveness of the internal control framework.

Based on the assessment carried out during the year under review, the Board is of the opinion that the Company has adequate internal financial controls with reference to the Financial Statements and that such controls were operating effectively as at March 31, 2026.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During and subsequent to the year under review, the Company continued to strengthen its healthcare network through strategic acquisitions and expanding its healthcare network and increasing patient capacity.

The Company acquired 100% controlling stake in M/s Shanti Ved Institute of Medical Sciences Private Limited, Agra, Uttar Pradesh, a 150-bedded super-speciality hospital with expansion potential up to 250 beds, thereby enhancing the Groups footprint in Uttar Pradesh. Further, the Company, through its subsidiary M/s MGS Infotech Research & Solutions Private Limited, commenced operations of its hospital facility at Sector 20, Faridabad, Haryana on November 1, 2025, thereby strengthening the Groups healthcare presence and providing additional avenues for revenue generation

Additionally, the Company, through its wholly owned subsidiary M/s AKS Medical & Research Centre Private Limited, completed the acquisition of a hospital asset at Sector 40, Gurugram, Haryana. The facility has a potential capacity of approximately 250 beds and is expected to further strengthen the Companys presence in the Delhi-NCR region.

With these additions, the Yatharth Group continues to expand its presence across key healthcare markets and remains focused on providing accessible, high-quality and technology-driven healthcare services across a broader geographical base while creating sustainable value for all stakeholders.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Income Tax Matter

During the year under review, the Company received orders from the Income Tax Department releasing all provisionally attached properties and unfreezing fixed deposits that were previously attached pursuant to proceedings initiated under Section 132 of the Income-tax Act, 1961. The Company continues to extend full cooperation to the Income Tax Authorities in the ongoing proceedings. The details and status of the proceedings have been appropriately disclosed in the Notes to the Financial Statements forming part of the Annual Report. Based on the information currently available, the Board does not foresee any material impact on the going concern status or future operations of the Company.

Jhansi Orchha Hospital Matter

During the year under review, M/s Ramraja Multispeciality Hospital & Trauma Centre Private Limited, wholly owned subsidiary Company has received an order dated June 30, 2025, from the Commissionerate, whereby the earlier order dated July 4, 2022, relating to the Hospital land dispute was set aside. Consequently, the matter stands resolved in its favour, and no further proceedings were pending in this regard as on the date of this Report. The aforesaid order is procedural in nature and does not have any material impact on the going concern status, financial position, or future operations of the Company or its wholly owned subsidiary.

32. RISK MANAGEMENT

The Company has established a structured Risk Management Policy and Framework commensurate with the size, scale and complexity of its operations. The framework provides for systematic identification, assessment, prioritisation, mitigation and monitoring of risks that may affect the achievement of the Companys strategic and business objectives.

The Companys risk management framework encompasses key areas of risk, including operational, financial, regulatory, technological, strategic, reputational and other business-related risks. Functional and business heads are responsible for identifying and monitoring risks within their respective areas and implementing appropriate mitigation measures. The identified risks and mitigation plans are reviewed periodically to ensure that emerging risks are appropriately addressed.

The Risk Management Committee and the Board of Directors oversee the Companys risk management framework and periodically review the key risks, mitigation measures and the effectiveness of the risk management processes. The framework is also supported by the Companys internal control and internal audit mechanisms, thereby facilitating timely identification and mitigation of risks.

The Company remains committed to continuously strengthening its risk management practices to enhance resilience, support informed decision-making and safeguard the interests of its stakeholders.

The Risk Management Policy is available on the website of the Company and can be assessed under the tab of Corporate Policies at https://www.yatharthhospitals.com/investors/ corporate-policies.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 (as amended from time to time) and Regulation 22 of the SEBI Listing Regulations, the Board has adopted the Vigil Mechanism Policy to ensure that the company conducts its affairs with fairness and transparency, honesty, integrity and ethical behaviour.

Further details regarding the policy are provided in the Corporate Governance Report, which forms part of this Annual Report. The policy on Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://www.yatharthhospitals. com/investors/corporate-policies.

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

Prevention and control of sexual harassment at workplace constitutes an important part of corporate culture while aligning with best practices and improving management processes. The Company has zero tolerance on sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at the workplace with a mechanism of lodging complaints and has constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Further, the detail of complaints/cases received under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the financial year ended March 31, 2026 is given below:

a) Number of Complaints of sexual harassment received in the year:	NIL;
b) Number of Complaints disposed off during the year:	NA;
c) Number of cases pending for more than ninety days:	NA

35. DIRECTORSRESPONSIBILITYSTATEMENT

In compliance of section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

a. In the preparation of the annual financial statements for the year under reporting, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at reporting date and of the profit of the company for the year ended on that date;

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 the company and for preventing and detecting fraud and other irregularities;

d. The annual Financial Statements have been prepared on a going concern basis;

e. Proper internal financial controls were followed by the company and that such internal financial controls are adequate and were operating effectively. ; and

f. Proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. INVESTOR RELATIONS

Your Company always endeavours to keep the time of response to shareholders request/grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them with a satisfactory reply at the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders Grievances.

37. BOARD EVALUATION

Pursuant to the provisions of the Section 134(3)(p) and Schedule IV the Act and Regulation 17(10) and 25(4) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Board as a whole, various Committees of the Board and of Individual Directors. The performance evaluation of Independent Directors was carried out by the entire Board of the Company.

The evaluation was conducted under the guidance of the Nomination and Remuneration Committee, based on a structured evaluation framework and criteria approved by the Board. The assessment covered various aspects, including the composition and effectiveness of the Board and its Committees, quality of strategic oversight, governance practices, risk management and compliance oversight, effectiveness of decision-making processes, and the contribution and participation of individual Directors in the discharge of their duties and responsibilities.

In a separate Meeting of Independent Directors, performance of Non-Independent Directors and Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the Meeting of Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed.

The outcomes of the evaluation were reviewed by the Board and the Nomination and Remuneration Committee, and the feedback received has been utilized to further strengthen the effectiveness of the Board and enhance overall corporate governance standards.

A detailed description of the performance evaluation framework, methodology, and criteria is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made nor any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, the Company hasnotenteredintoanyOne-TimeSettlement(OTS) arrangement with any bank or financial institution for the settlement of its outstanding borrowings or financial obligations. The Company has continued to maintain its borrowings and discharge its financial commitments prudently in the ordinary course of business, and all repayments have been made in accordance with the respective terms and conditions of the financing arrangements. In view of the absence of any OTS transactions during the year, the disclosure requirements relating to the comparison of valuations carried out at the time of loan sanction and at the time of settlement are not applicable to the Company. Consequently, there is no difference in valuation to be reported, and no explanatory statement is required in this regard.

40. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. and other communications to shareholders at their e-mail address registered with the Depository Participants and Registrar & Transfer Agent.

To support the ‘Green Initiative and in compliance of Rule 18 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Members who have not yet registered their email addresses or want to update a fresh email id are requested to register the same with their Depository Participant in case the shares are held by them in electronic form and with Companys RTA in case the shares are held by them in physical form for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Further, pursuant to the circulars issued by the Ministry of Corporate, Affairs and the Securities and Exchange Board of India as amended and updated from time to time, the Notice of the AGM and the Annual Report of the Company for the financial year ended March 31, 2026, including the Audited Financial Statements for the financial year 2025-26, are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories unless any Member has requested for a physical copy of the same.

The Annual Report, along with other relevant documents, is also available on the Companys website at at https://www.yatharthhospitals.com/ uploads/ investors/annual-reports-2025-26.pdf .

41. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

42. ACKNOWLEDGEMENTS

The Board wishes to place on record appreciation for the co-operation and support extended by various Regulatory Authorities, Bankers, Stakeholders and other business associates who have extended their valuable support and encouragement during the year.

Your directors also wish to express their deepest appreciation to the employees at all levels, whose dedicated efforts, cooperation and unending support helped the Company in delivering results despite the challenges. We are also grateful to all the shareholders, customers, dealers, agents, suppliers and bankers of the Company for reposing continued trust, support and confidence in the management of the Company

By order of the Board of Directors
For Yatharth Hospital & Trauma Care Services Limited.
Dr Ajay Kumar Tyagi	Mr. Yatharth Tyagi
(Chairman & Whole-time Director )	(Whole-time Director)
DIN: - 01792886	DIN: - 09322889
Date: 10.08.2026
Place: Noida