Yatharth Hospital & Trauma Care Services Ltd Directors Report

To

The Member(s)

YATHARTH HOSPITAL & TRAUMA CARE SERVICES LIMITED

Your Directors have the pleasure of presenting the 18 th Annual Report together with the audited Statement of Accounts for the financial year ended 31 st March, 2025 .

1. FINANCIAL SUMMARY

The Companys financial performances for the year under review along with previous years figures are given hereunder: ( H in million)

	For the year ended
	Standalone		Consolidated
Particulars	31 st March, 2025	31 st March, 2024	31 st March, 2025	31 st March, 2024
Revenue from Operations (net of excise)	4542.41	4197.91	8804.87	6705.47
Other Income	116.93	135.54	161.75	156.10
Profit / loss before Depreciation, Finance Costs,	1387.11	1308.65	2364.22	1955.50
Exceptional items and Tax Expense
Less: Depreciation / Amortization / Impairment	186.63	134.45	571.72	293.00
Profit / loss before Finance Costs, Exceptional	1200.48	1174.2	1792.50	1662.5
items and Tax Expense
Less: Finance Costs	6.16	43.05	75.11	94.18
Profit / loss before Tax Expense	1194.31	1131.15	1717.39	1568.32
Less: Tax Expense (Current & Deferred)	317.39	291.21	411.89	423.57
Profit / loss for the year	876.92	839.94	1305.50	1144.75
Total Comprehensive Income	878.57	840.89	1308.43	1145.87

2. STATE OF COMPANY AFFAIRS

The Company has made significant strides in its growth journey, successfully building a solid foundation for sustained, all-round development in the future. Its hospital network has now expanded to a total of seven facilities, with six strategically located across the Delhi and NCR region, and one in Jhansi, Orchha, in the state of 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, and patient care. This sustained momentum 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.

In terms of financial performance, the Company has demonstrated robust revenue growth. On a standalone basis , revenue increased from H4,197.91 million in the previous year to J 4,542.41 million, reflecting a growth of 8.21%. On a consolidated basis, the growth has been even more impressive, with revenue rising from H6,705.47 million to J 8,804.84 million , representing a significant increase of 31.31% year-over-year.

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 has reinforced its position as a growing leader in the healthcare sector, well-poised to capitalize on future opportunities.

3. RESERVES

As part of its prudent financial management, the Company has transferred J 876.92 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

This decision has been taken keeping in view the Companys ongoing expansion plans, including the setting up of new hospitals, which require significant capital investment. The Board believes that reinvesting the profits into business growth will strengthen the Companys long-term value and operational capacity. Hence the Board of Directors of your company has decided not to distiribute dividend to the shareholder in this financial year.

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

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid over last years.

6. SHARES

PAID UP AND AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company as on 31 st March 2025 is H 115,00,00,000/-(Rupees

One Hundred Fifteen Crore Only). The Paid-Up Equity Share Capital of the Company on 31 st March, 2025, is H96,35,43,570/- (Rupees Ninety-Six Crore Thirty Five Lakh Forty Three Thousand Five Hundred Seventy Only).

During the FY 2024-25, the Company had completed its Qualified Institutional Placement (QIP). Our Company has issued 10,504,124 Equity Shares at a price of H595 per Equity Share, including a premium of H585 per Equity Share (the "Issue

Price"), aggregating up to H6,249.95 million (the "Issue"). Our Company has received requisite approvals under Regulation 28(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), for listing of the Equity Shares to be issued pursuant to the Issue from BSE and NSE each dated December 18, 2024.

7. FUND RAISING

Qualified Institutional Placement

In compliance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Listing Regulations, along with the associated rules, the company has issued

10,504,124 Equity Shares at a price of H595 per Equity Share, including a premium of H585 per Equity Share (the "Issue Price"), aggregating up to H6,249.95 million (the "Issue").

8. EMPLOYEES STOCK OPTION SCHEME

The company has implemented Employee stock option scheme-2024 to attract, retain and motivate key talent by rewarding high performance and encouraging contribution to overall corporate growth and profitability. The company regards stock options as a long-term incentive mechanism that not only enable employees to become co-owners but also provides an opportunity to generate wealth through such ownership in future.

The aforementioned ESOP scheme complies with the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, as amended from time to time (SEBI ESOP Regulations). Furthermore the ESOP plan was confirmed and ratified by the members of the company in the Annual General Meeting (AGM) held on September 28 th , 2024.

9. DIRECTORS AND KEY MANAGERIAL PERSONNAL

A. Change in Directorate

During the year under review there were no changes in the Composition of the Board of Directors.

B. Directors liable to retire by rotation

Dr. Yatharth Tyagi, Executive Director (DIN: 09322889) retires by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment. Based on the performance evaluation and the recommendation of the NRC, the Board recommends his re-appointment as Executive Director of the Company, liable to retire by rotation.

Necessary details for re-appointment as required under the Act, Secretarial Standard and SEBI Listing Regulations is given in the notice of 18 th Annual General Meeting.

C. Key Managerial Personnel (KMP)

Pursuant to Provisions of the Companies Act, 2013 the Key Managerial Personnel of the Company as on 31 st March 2025 are:

a. Dr.AjayKumarTyagi-WholeTimeDirector 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 as appointed by the Board of Directors

a. Mr. Nitin Gupta ?€“ President Finance and Group Chief operating Officer (w.e.f. 13 Aug, 2024)

b. Mr. Sonu Goyal ?€“ Group Chief Operating Officer (w.e.f. 13 Aug, 2024)

c. Mr. Neeraj Vinayak ?€“ Head Strategy & Investor Relations (w.e.f. 13 Aug, 2024 till 26 May, 2025)

10. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given necessary declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149 (6) of the Act, as amended, and Regulation 16 read with Regulation 25(8) of the SEBI Listing Regulations, as amended.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to the inclusion of their name in the databank of independent directors.

The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

In the opinion of the Board, they fulfil the conditions of independence as specified in the Act, Rules, and Regulations made there under and are independent of the management and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company under the link: https:// www.yatharthhospitals.com/investors; then go to Corporate Policies Tab.

The Board of Directors affirms that all Independent Directors who were appointed or re-appointed during the year under review possess the requisite qualifications, professional expertise, and experience, as well as uphold the highest standards of integrity. The Board is confident that their continued association will be in the best interest of the Company and will significantly contribute to its governance and long-term value creation.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have Joint Venture and Associate Company but it has five Subsidiary Companies. Details of which is enclosed as Annexure ?€“ A:

AKS Medical & Research Centre Private Limited (Wholly Owned Subsidiary)

Ramraja Multispeciality Hospital & Trauma Centre Pvt. Ltd. (Wholly Owned Subsidiary)

Pristine Infracon Private Limited (Wholly Owned Subsidiary)

Sanskar Medica India Limited (Wholly Owned Subsidiary)

MGS Infotech Research and Solutions Pvt. Ltd. (Subsidiary w.e.f. 18 th January 2025)

12. DEPOSITS

During the year, the Company has not accepted any deposits from its members in terms of Section 73 of the Companies Act, 2013, and as per Acceptance of Deposit Rules 2014.

13. EXTRACTS OF ANNUAL RETURN

The annual return of your Company as on 31 st March, 2025, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on your Companys website https://www. yatharthhospitals.com/investors

14. BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report as submitted to the stock exchanges (NSE & BSE) and available on the website of the company https:// www.yatharthhospitals.com/investors.

15. LOANS, GUARANTEE AND INVESTMENT

Particulars of Loans given/Investments made/ Guarantees given/Securities provided as per Section 186 of the Companies Act, 2013, along with the purpose for which the Loan or Guarantee or Security is proposed to be utilized by the Company. During the year under review company has made Qualified Institutional Placement of 10,504,124 Equity Shares at a price of H595 per Equity Share, including a premium of H585 per Equity Share,

aggregating up to H6,249.95 million and taken fresh approval from Board and Shareholders for the investment made for the Acquisitions of Hospitals in Delhi & Faridabad, procurement of medical equipments, upliftment of hospitals and providing loans for the normal course of actions to the subsidiaries.

16. PARTICULARS OF RELATED PARTY TRANSACTION

All contracts/arrangement/transactions entered by the Company during FY 2024-25 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.

All related party transactions entered during FY 2024-25 were on arms length basis and in the ordinary course of business of the Company under the Act.

The Company has adopted a Related Party Transactions Policy. The policy, as approved by the Board, is uploaded on the Companys website at the web link: https://www. yatharthhospitals.com/investors

All the transactions entered with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 read with Schedule V of Listing Regulations during the financial year of the Company were on arm length basis. The Company did not engage in any transaction , contract or arrangement with related parties that could be considered material, As per companys policy on Related Part transactions policy (RPT Policy). Consequently the disclosure of related party transaction in form AOC-2 is not applicable.

17. 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

In accordance with the provisions of Section 134(m) of the Companies Act, 2013, your Company continues to place emphasis on energy conservation as part of its commitment to sustainability and operational efficiency. During the year, various measures have been implemented to ensure optimal utilization of energy resources. These include the installation of energy-efficient LED lighting, adoption of low-power consumption air conditioning systems, enabling auto-sleep modes for idle computing systems, and the progressive shift towards 5-star rated appliances and equipment. These initiatives reflect our ongoing efforts to minimize our environmental footprint while maintaining high standards of performance.

In continuation of the milestone initiative undertaken in the previous year towards energy conservation, your Company has made significant progress in its agreement with Fourth Partner Energy Private Limited and Fourth Partner Solar Power Private Limited as captive users for electricity consumption. This strategic initiative, aimed at transitioning to cleaner and more sustainable energy sources, has now entered its advanced stages and is nearing completion.

We are pleased to report that the Company has commenced operations under this initiative at one of its key facilities ?€” the Noida Hospital. The integration of captive solar power at this location marks a significant step forward in reducing reliance on conventional energy sources and enhancing overall energy efficiency.

This initiative not only aligns with our long-term sustainability goals but also supports cost optimization while reinforcing our commitment to environmental responsibility across our operations.

(B) Technology absorption

During the year under review, the Company made significant advancements in medical technology through the import and installation of various state-of-the-art equipment aimed at enhancing the quality of healthcare services. These include:

Oncology Equipment and PET-CT Machine: The addition of advanced oncology equipment along with a PET-CT (Positron Emission Tomography ?€“ Computed Tomography) machine has strengthened the Companys diagnostic and treatment capabilities, particularly in cancer care, by enabling more accurate detection and staging of cancer.

Robotic-Assisted Knee Replacement Surgery: The Company has introduced robotic-assisted technology for knee replacement procedures. This system aids in the precise placement and alignment of knee implants, improving surgical outcomes, reducing recovery time, and enhancing overall patient satisfaction.

Da Vinci Robotic Surgical System: The installation of the Da Vinci Robotic System marks a significant milestone in minimally invasive surgery. This advanced robotic platform allows surgeons to perform complex procedures with greater precision, flexibility, and control through small incisions, thereby improving clinical outcomes and patient safety.

In addition to the above, several other high-end medical technologies have been integrated into hospital operations, reinforcing the Companys commitment to adopting cutting-edge medical innovations and delivering world-class 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.

18. MANAGEMENT DISCUSSION & ANALYSIS

REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,("Listing Regulations"), is presented in a separate section forming part of this Annual Report.

19. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for FY 2024-25, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

20. 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 to uphold 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.

21. CORPORATE GOVERNANCE

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 report on Corporate Governance as stipulated under Regulation 34(3) read with para C of Schedule V of the Listing Regulations is presented in a separate section forming part of this Annual Report.

A certificate from M/s MKP & ASSOCIATES, Company Secretaries in Practice, confirming compliance of conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed with this Report.

22. 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, also forms part of this Annual Report (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 and the same will be furnished on request.

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

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee is applicable to the Company and hence the Company has adopted a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

The Nomination & Remuneration Policy of the Company is in place and is available on the website of the Company under corporate policies section at https://www.yatharthhospitals.com/investors. (enclosed as Annexure C)

24. 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 14 th Annual General Meeting held on August 31, 2021, approved the appointment of M/s R. Nagpal Associates , Chartered Accountants, ( FRN: 002626N ), as the

Statutory Auditors of the Company from the conclusion of the 14 th AGM till the conclusion of the 19 th AGM of the Company to be held in the year 2026. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

Pursuant to the notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, the requirement for ratification of the appointment of Auditors by the shareholders at every Annual General Meeting has been done away with.

The Report given by M/s R. Nagpal Associates , Chartered Accountants, on the financial statement of the Company for the financial year 2024-25 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. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

25. SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s MKP & ASSOCIATES, Practicing Company Secretaries, to undertake the Secretarial Audit of the company. The Secretarial Audit report is enclosed as Annexure D.

There is no qualification, reservation or adverse remark made by the Secretarial Auditors in the Secretarial Audit Report for the Financial Year ended March 31, 2025.

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. The secretarial audit reports of material subsidiaries are annexed.

The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

26. INTERNAL AUDITOR

Pursuant to the provisions of section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed Deloitte Touche Tohmatsu India LLP, Chartered Accountant to undertake the Internal Audit of the Company.

27. COST AUDITOR

Pursuant to section 148 (3) of the Companies Act, 2013 and Rule 6(2) of the companies (Cost records and Audit 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 2024-25.

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.

The Company had filed the cost audit report for financial year 2023-24 on 13 th August, 2024, in compliance under the Companies (Cost Records and Audit) Amendment Rules, 2014.

28. 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 2024-25.

29. 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.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that CSR initiatives has played pivotal role in improving the lives of the communities and society at large. Your Company has been actively working on Infrastructure development, health, education, Livelihood and Employability, Social & cultural growth.

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility Committee and also has in place a CSR Policy.

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 to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed.

The Company has adopted a CSR Policy. The policy, as approved by the Board, is uploaded on the Companys website at the web link: https://www. yatharthhospitals.com/investors

31. INTERNAL FINANCIAL CONTROLS AND SYSTEMS

Your Company continues to maintain a robust and comprehensive internal control framework that is seamlessly integrated across all levels of operations. The system is designed to safeguard the Companys assets, prevent any unauthorized use or disposal, and ensure that all financial transactions are duly authorized, accurately recorded, and transparently reported.

The internal control mechanisms are periodically reviewed and tested for their effectiveness by the Internal Audit function, which operates independently and reports directly to the Audit Committee of the Board. Internal audits are conducted across all locations and functions, focusing on compliance with internal policies, standard operating procedures, and applicable regulatory requirements.

Corrective measures arising from audit observations are promptly undertaken by the respective process owners, strengthening internal controls and mitigating potential risks. The Audit Committee is regularly updated on key findings and the status of corrective actions, ensuring continuous oversight and guidance.

The Companys internal financial control system is tailored to the scale, complexity, and operational dynamics of the business. It supports not only compliance and accuracy in financial reporting but also drives process improvements and operational efficiencies.

The Audit Committee plays a critical and proactive role in monitoring the effectiveness of internal controls, reviewing the audit plan, and enhancing the Companys risk management framework. This rigorous and vigilant approach reinforces the Companys ongoing commitment to transparency, accountability, and strong corporate governance.

32. MATERIAL CHANGES AND COMMITMENT 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 the year under review, the Company has further strengthened its growth trajectory through strategic acquisitions aimed at expanding its healthcare network and increasing patient capacity. The Company has undertaken the acquisition of hospital in Delhi, comprising a hospital facility with a capacity of approximately 300 beds. This acquisition aligns with the Companys strategic objective of expanding its footprint in Delhi NCR to strengthen our positioning as a pioneer healthcare player and leveraging underutilized assets for long-term value creation. The inauguration ceremony was graced by the esteemed presence of Smt. Rekha Gupta, Honourable Chief Minister of Delhi, as the Chief Guest on 14 th July 2025.

Additionally, the Company has acquired a 60% equity stake in MGS Infotech Research & Solutions

Private Limited, located in Faridabad, which has a proposed capacity of 400 beds. This facility may become operational in August 2025 and will significantly enhance the Companys ability to provide quality healthcare services in the Faridabad region along with our existing hospital in Greater Faridabad.

As part of the rapidly expanding Yatharth Group of Hospitals - which now operates 7 super-speciality hospitals with over 2,300 beds across multiple cities has strong positioned in Delhi NCR, following its recent acquisitions and expansions.

Thesedevelopmentsmarkasignificantstepforward in the Companys mission to provide accessible, high-quality, and technology-driven healthcare services across a broader geographical base.

33. 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

The Income tax department conducted search under section 132 of the Income tax act at the premises belonging to the company, subsidiary companies and the Key Managerial Persons of the Company. The Company provided necessary information and data, as required by the Income Tax department and provided the fullest cooperation. In respect to the ongoing investigation the Company is committed and providing all the information to the Income Tax department which is updated on Companys website and Stock Exchanges.

Jhansi Orchha Hospital Matter

We had received an order from Commissionerate of Sagar Sambhag, Madhya Pradesh, to take over the premises of Ramraja hospital, on the grounds that the land belongs to the Government of Madhya Pradesh. The Company has disputed the directive before the Honourable Madhya Pradesh High Court. Based on the assessments of the facts and hearing of the parties, the Court had directed the Commissionerate to revisit their order. the Commissionerate upon reviewing the case has confirmed the Companys rightful claim to the land.

34. RISK MANAGEMENT

Your Company recognizes that an effective risk management framework is critical for achieving its strategic objectives, safeguarding stakeholders interests, and ensuring long-term sustainability. To this end, the Company has established a structured and proactive risk management framework that enables regular, systematic identification, assessment, and mitigation of potential internal and external risks across all business functions and operations.

Risk management is deeply integrated into the Companys overall governance and decision-making processes. It is not treated as a standalone function, but as an ongoing, dynamic, and enterprise-wide activity that is embedded in day-to-day operations. This approach enables early identification of emerging risks and promotes a culture of preparedness and resilience throughout the organization.

Functional and business heads are entrusted with the responsibility of overseeing risk management within their respective domains. They are accountable for identifying key risks, developing mitigation strategies, implementing controls, and continuously monitoring risk exposures. These risks may include operational, financial, regulatory, technological, environmental, reputational, and strategic risks.

The Company has adopted a formal Risk Management Policy, which provides a clear framework for:

Identifying risks that could adversely affect the Companys operations, reputation, or long-term viability;

Assessing the likelihood and impact of such risks;

Formulating risk mitigation plans and assigning responsibilities for their execution;

Reviewing and monitoring the effectiveness of mitigation actions on a periodic basis.

The Risk Management Policy also ensures that any element of risk, which in the opinion of the Board may threaten the existence or sustainability of the Company, is addressed proactively and comprehensively.

The Board of Directors, along with the senior management, regularly reviews the risk landscape of the Company, especially in light of changing market conditions, evolving regulations, and operational complexities. The Audit Committee also plays a crucial oversight role by evaluating the Companys risk exposure and reviewing the adequacy and effectiveness of internal controls in place to mitigate such risks.

This robust and responsive risk management framework empowers the Company to operate confidently in a complex and dynamic environment while protecting the interests of shareholders, patients, employees, and all other stakeholders.

35. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors 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.

36. 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 for 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. No complaints were received by the Board for sexual harassment of women at workplace during the financial year 2024-25.

37. 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 as 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 in place and the internal financial controls were adequate and operating effectively; and f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

38. 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.

39. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Nomination and Remuneration Committee facilitated the annual performance evaluation of the Board, its Committees, individual Directors, and the Chairman of the Board for the financial year 2024?€“25.

The evaluation was carried out based on a structured framework and criteria adopted by the Board, which includes parameters such as the composition and effectiveness of the Board and its Committees, strategic guidance, risk oversight, decision-making processes, and the performance of individual Directors in discharging their responsibilities.

The evaluation process was conducted in a confidential and objective manner, and was completed during the fiscal year 2025. Feedback from the evaluation has been reviewed and discussed to enhance the effectiveness and overall functioning of the Board.

The detailed evaluation methodology, criteria, and findings have been provided in the Corporate Governance Report, forming part of this Annual Report.

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

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

41. 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 has not entered into any One-Time Settlement (OTS) arrangement with any bank or financial institution for the settlement of outstanding dues. All borrowings and financial arrangements have been managed in the ordinary course of business, and repayments have been made as per the agreed terms and conditions.

As there have been no instances of One-Time Settlement, the requirement to provide a comparison between the valuation carried out at the time of loan sanction and at the time of such settlement does not apply. Accordingly, there is no difference in valuation to report, and no explanatory notes are required in this regard.

42. ELECTRONIC COMMUNICATION

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. 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, as permitted by MCA Circulars and SEBI Circulars issued from time to time, Notice of the AGM and the Annual Report of the Company for the financial year ended 31 st March, 2025 including therein the Audited Financial Statements for the year 2024-25, the above documents are being sent only by email to the Members. This Annual Report, along with other documents, is also available on the Companys website at https:// yatharthhospitals.com.

ACKNOWLEDGEMENTS

Your directors take this opportunity to place on record appreciation for the co-operation and support extended by various departments of the Central and the State Government(s), Stock Exchanges, Bankers and Business associates.

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: 05.08.2025 Place: Noida