About Global Health Ltd

Global Health Limited was incorporated as Global Health Private Limited' on August 13, 2004 at New Delhi, India as a Private Limited Company under the Companies Act, 1956. The Company converted into a Public Limited Company, passed by Shareholders at the EGM held on July 31, 2021 and consequently, name of the Company was changed to Global Health Limited' dated August 11, 2021 issued by the RoC. The Company was founded by Dr. Naresh Trehan, a world-renowned cardiovascular and cardiothoracic surgeon. The Company is one of the largest private multi-speciality tertiary care providers operating in the North and East regions of India in terms of bed capacity with key specialties of cardiology and cardiac science, neurosciences, oncology, digestive and hepatobiliary sciences, orthopaedics, liver transplant, and kidney and urologoly. Under the 'Medanta' brand, it has a network of 5 hospitals currently in operation including, Gurugram, Indore, Ranchi, Lucknow and Patna and one hospital in Noida, which is under construction. As at June 30, 2022, the Company provide healthcare services in over 30 medical specialties and is engaged over 1,300 doctors led by experienced department heads and, spanning an area of 4.7 million sq. ft., their operational hospitals have 2,467 installed beds to serve Indian and international patients. In November 2009, the Company opened its flagship hospital in Gurugram. In 2015, its subsidiary, Global Health Patliputra Private Limite (GHPPL), entered into a Concession Agreement with Governor of Bihar for the development, operation and maintenance of a proposed hospital on public-private partnership at Patna. In 2019, it commenced operations of new hospital at Lucknow. In 2020, Patna hospital's outpatient department facility was launched and the inpatient department facility of its Patna hospital was inaugurated in October 2021, which commenced operations during year 2022. The Company has taken in-house facility and operate pharmacies at its Gurugram, Lucknow, Indore and Ranchi hospitals as well as launched an outpatient department pharmacy at South Delhi clinic in year 2021 and launched outpatient department pharmacy at South Delhi clinic at Patna hospital in year 2022. As at June 30, 2022, it had 200 installed beds and employed over 50 doctors across key specialties such as neuroscience and cardiac sciences. Patna hospital had 228 installed beds and employed over 125 doctors as at June 30, 2022 and is designed to accommodate over 500 beds. In the Board Meeting dated 25 January 2021, the Board of Directors of the Holding Company have approved capital raising comprising of fresh issue and offer for sale of equity shares by the existing shareholders through an Initial Public Offering (IPO) The Company came out with a public issue during November, 2022 by raising Rs. 2205.57 crores through fresh issue amounting to Rs. 500 crores and offer for sale amounting to Rs. 1705.57 crores. The Company's Lucknow hospital added 191 beds in FY23, including over 90 critical care beds. Lucknow hospital also added seven new OTs and have hired over 50 senior clinicians. Towards the end of FY23, Lucknow hospital commissioned the Siemens Varian EDGE Radiation Oncology machine - the first in North India - as well as set up a dedicated e-ICU Command Centre to assist in remote critical care management. The Company's Patna hospital added over 100 beds and 35+ doctors in FY23. In FY23, the Company also announced a new 300- bed hospital project in Indore under the asset-light O&M model. It started Medanta Labs in January 2023. During the year 2022-23, GHL Pharma was incorporated as a wholly-owned subsidiary on June 29, 2022.

Global Health Ltd Chairman Speech

Dear shareholders,

It is a privilege and honour for me to share my thoughts with you in our maiden Annual Report post listing. First and foremost, I want to extend my heartfelt gratitude to all our stakeholders who have been an integral part of this extraordinary journey — our patients, doctors, team members, partners and the entire capital market fraternity. Your unwavering support and trust have been instrumental in transforming Medanta into the beacon of hope and excellence it is today. We value the trust you have reposed in us and look forward to your support in our journey forward.

It is worthwhile to take a step back and reflect on the remarkable advancement in the delivery of healthcare services in India. Decades ago, the number of Indians seeking advanced medical treatments overseas highlighted the stark absence of cutting-edge healthcare facilities in our own nation. Recognising this disparity during my time as a cardiac surgeon in the US, I was inspired to create a cardiac hospital that would offer the most advanced cardiac treatments at a fraction of global costs and my journey back to India started.

On my return to India, we built the largest standalone Heart Institute in the world in Delhi; however, it gradually became clear to me that patients were not getting the best treatment across all specialties. Thus, the idea of Medanta, the Medicity, was conceptualised and took shape with our first campus in Gurugram spreading across 43 acres, bringing all medical specialties together on a common platform similar to the quality standards of US and Europe.

At Medanta Gurugram, we have built a destination care hospital with approximately 1,400 beds and 40 operating theatres, which matches the highest benchmarks of excellence, and are fully equipped to deliver high-end quaternary care. We have created an ecosystem of excellence that encompasses world-leading clinicians, state-of-the-art equipment, best-in-class infrastructure and a strong emphasis on research and innovation. Medanta's patient-first approach allows teams of super-specialist doctors to collaborate seamlessly and arrive at the best-possible treatment, customised for each patient in line with our guiding philosophy ‘Har Ek Jaan Anmol', meaning ‘Every Life is Invaluable'.

Over the years, we have remained committed to providing the highest end of care that can rival the best in the world. We have evolved a doctor-led model, driven by skilled and experienced doctors, who are among the best in their specific area of specialisation. Autonomy is given to each departmental head to drive clinical practice and to ensure the focus is on the highest standard of healthcare. As we continue our legacy of clinical excellence, we have been recognised as the best private hospital in India for a fourth consecutive year by a reputed and independent platform like Newsweek. This is a testimony to the standard of clinical care we deliver across our hospital network.

Serving the underserved markets

Our mission has evolved to democratise healthcare and address the underserved regions in our country. India's healthcare infrastructure still faces significant challenges, with rural areas suffering the most. Most of the high-quality healthcare infrastructure is concentrated in metro cities. Therefore, to bridge this gap, we have established two more greenfield facilities in Lucknow and Patna with a potential bed capacity of 950 and 650 beds, respectively.

We have brought the destination care hospital concept to Uttar Pradesh and Bihar with both states ranking 1 and 2, respectively in terms of population, while lacking in terms of critical care healthcare infrastructure. With our facilities in these regions, we can serve 350+ million people and provide high-quality, cost-effective multi-specialty medical services, while ensuring the same level of care and compassion.

Today, we are proud to be recognised as one of the largest private multi-specialty tertiary care providers in Northern and Eastern India. Behind this achievement stands a dedicated and compassionate team of doctors, nurses, paramedics and management professionals, who ensure that every individual receives the highest quality care.

Indian healthcare at an inflection point

If we look at the current Indian healthcare ecosystem, I believe that healthcare delivery in India has evolved significantly over the years and today we are at an inflection point with tremendous healthcare opportunities ahead of us. The demand for high-quality tertiary and quaternary care continues to gain momentum, driven by various factors such as rising per capita income, increasing insurance penetration, a surge in medical tourism and a rise in the adoption of telemedicine. The COVID-19 pandemic has further contributed to increasing awareness about the importance of health and has triggered a surge in the demand for high-quality healthcare infrastructure. While India continues to remain one of the youngest countries, the elderly population is expected to touch 200 million in 2030. A combination of all these factors is expected to further increase the demand for quality healthcare, going forward.

New government policies such as Ayushman Bharat and Pradhan Mantri Suraksha Bima Yojana, along with the increased budget allocation indicates that the government is likely to play a greater role as health financier. The private sector will likely continue to be the mainstay of providing tertiary and quaternary care in India. This presents a massive opportunity for the private sector to play a pivotal role in delivering quality healthcare accessible at an affordable cost to the masses and to all parts of country. As a result, once again, we are seeing strong interest from private capital equity players in Indian healthcare.

Digital innovation has emerged as a key enabler in bridging the accessibility gap in healthcare services and it will revolutionise the way healthcare is accessed in our country in the coming years. At Medanta, digitalisation is a core part of our long-term strategy; we are ahead of the curve when it comes to creating and adopting digital solutions. As part of our digital transformation efforts, we continuously enhance our clinical applications to improve patient convenience. Our doctors benefit from the EMR app, which allows them to access patient records from anywhere, receive real-time clinical alerts and communicate with their teams in real-time. Our commitment to digital innovation led to the development of our ‘smart nursing application,' which identifies critical patients and empowers nurses with intelligent support based on predefined parameters.

Additionally, with a vision to enhance access to critical care in underserved regions, Medanta has launched a Tele-ICU command centre in Uttar Pradesh, which was inaugurated by the honourable Chief Minister, Shri. Yogi Adityanath. The initiative is aimed at transforming healthcare delivery and addressing existing gaps in critical care through high-level knowledge transfer and a 24x7 command centre that will enable round-the-clock decision-making support in ICUs across Tier 2 and Tier 3 cities, where the availability of intensivists and specialty care nurses is limited. This is in line with our philosophy that healthcare is a necessity, not a luxury; therefore, it should be inclusive and accessible to all.

Sustainability at the core

Sustainability is deeply embedded in Medanta, evident in our healthcare delivery platform's conceptualisation. Our commitment to sustainability is reflected in multiple aspects, including our environment-friendly and patient-centric infrastructure, department-led doctor engagement model, growing presence in underserved markets and using digital tools to bring quality healthcare closer to patients in remote areas. Overall, as a healthcare service provider, we are conscious of giving back to the society in which we operate and therefore, ‘Mission TB Free Haryana' was launched in November 2015 in public private partnership between the Government of Haryana and Medanta Hospital to increase access to TB diagnostic care in rural Haryana. Medanta has introduced a model to improve the diagnosis of tuberculosis in the underserved rural areas, in order to eradicate or at least substantially reduce the burden of this deadly disease. During the year, we have screened over 5 lakh individuals across 4 districts of Haryana, identified 250+ cases and helped these patients start their medication. In the coming year, we are planning to launch the TB free programme in Lucknow and Ranchi and simultaneously we continue to encourage other partners to join the battle against TB.

Purpose-driven growth

Looking ahead, we have an exciting strategic roadmap laid out for Medanta. We already have a planned bed build-out strategy for our existing hospitals in Lucknow and Patna. Our Noida hospital is under construction and should be operational by the end of FY25, serving the attractive micro-market of Noida and catering to western Uttar Pradesh. During the year, we have also announced an asset-light partnership in Indore, where our partner will build a 300-bed facility according to our specifications and Medanta will leverage its experience in the region to further consolidate its market position in central India.

As a group, we continue to explore territories where we can make a difference in the standard of healthcare delivery and we are committed to taking Medanta's standard of care to as many communities as possible in the coming years. Moreover, we constantly seek opportunities to make a difference in the continuum of care and extend our services beyond the hospital setting. Our outpatient pharmacy business, lab business and home care business are all part of our efforts to provide patients with an integrated and comprehensive healthcare experience.

At Medanta, patient well-being is at the heart of our strategy. Our infrastructure, technology, clinical expertise and compassionate approach are all aligned to ensure the best outcomes for our patients. We will capitalise on growth opportunities, diversify into new services, including digital health and make a real difference in people's lives. Our core belief in the human side of healthcare sets us apart. We not only provide the highest level of care but also foster human connections, putting the patient first and making them feel safe and secure. These values and acts of empathy will continue to guide our decision-making as we forge ahead.

In conclusion, I extend my deepest gratitude once again to all our shareholders and stakeholders for being an integral part of this transformative journey. Your unwavering support and trust inspire us to continually raise the bar and redefine healthcare standards in India. Together, we will shape a healthier and brighter future for our nation.

Global Health Ltd Company History

Global Health Limited was incorporated as Global Health Private Limited' on August 13, 2004 at New Delhi, India as a Private Limited Company under the Companies Act, 1956. The Company converted into a Public Limited Company, passed by Shareholders at the EGM held on July 31, 2021 and consequently, name of the Company was changed to Global Health Limited' dated August 11, 2021 issued by the RoC. The Company was founded by Dr. Naresh Trehan, a world-renowned cardiovascular and cardiothoracic surgeon. The Company is one of the largest private multi-speciality tertiary care providers operating in the North and East regions of India in terms of bed capacity with key specialties of cardiology and cardiac science, neurosciences, oncology, digestive and hepatobiliary sciences, orthopaedics, liver transplant, and kidney and urologoly. Under the 'Medanta' brand, it has a network of 5 hospitals currently in operation including, Gurugram, Indore, Ranchi, Lucknow and Patna and one hospital in Noida, which is under construction. As at June 30, 2022, the Company provide healthcare services in over 30 medical specialties and is engaged over 1,300 doctors led by experienced department heads and, spanning an area of 4.7 million sq. ft., their operational hospitals have 2,467 installed beds to serve Indian and international patients. In November 2009, the Company opened its flagship hospital in Gurugram. In 2015, its subsidiary, Global Health Patliputra Private Limite (GHPPL), entered into a Concession Agreement with Governor of Bihar for the development, operation and maintenance of a proposed hospital on public-private partnership at Patna. In 2019, it commenced operations of new hospital at Lucknow. In 2020, Patna hospital's outpatient department facility was launched and the inpatient department facility of its Patna hospital was inaugurated in October 2021, which commenced operations during year 2022. The Company has taken in-house facility and operate pharmacies at its Gurugram, Lucknow, Indore and Ranchi hospitals as well as launched an outpatient department pharmacy at South Delhi clinic in year 2021 and launched outpatient department pharmacy at South Delhi clinic at Patna hospital in year 2022. As at June 30, 2022, it had 200 installed beds and employed over 50 doctors across key specialties such as neuroscience and cardiac sciences. Patna hospital had 228 installed beds and employed over 125 doctors as at June 30, 2022 and is designed to accommodate over 500 beds. In the Board Meeting dated 25 January 2021, the Board of Directors of the Holding Company have approved capital raising comprising of fresh issue and offer for sale of equity shares by the existing shareholders through an Initial Public Offering (IPO) The Company came out with a public issue during November, 2022 by raising Rs. 2205.57 crores through fresh issue amounting to Rs. 500 crores and offer for sale amounting to Rs. 1705.57 crores. The Company's Lucknow hospital added 191 beds in FY23, including over 90 critical care beds. Lucknow hospital also added seven new OTs and have hired over 50 senior clinicians. Towards the end of FY23, Lucknow hospital commissioned the Siemens Varian EDGE Radiation Oncology machine - the first in North India - as well as set up a dedicated e-ICU Command Centre to assist in remote critical care management. The Company's Patna hospital added over 100 beds and 35+ doctors in FY23. In FY23, the Company also announced a new 300- bed hospital project in Indore under the asset-light O&M model. It started Medanta Labs in January 2023. During the year 2022-23, GHL Pharma was incorporated as a wholly-owned subsidiary on June 29, 2022.

Global Health Ltd Directors Reports

Dear Members,

Your Directors are pleased to present the 19^th Annual Report on the business and operations of Global Health Limited (‘the Company') together with the Audited Annual Standalone and Consolidated Financial Statements for the Financial Year (‘FY') ended March 31, 2023.

FINANCIAL RESULTS AND PERFORMANCE

The Company's financial (standalone and consolidated) performance during the Financial Year ended March 31, 2023 as compared to the previous Financial Year, is summarized below:

(H in lakhs)

During the year under review, the total income of your Company on a consolidated basis reported an increase of 12.29% on a standalone basis and 25.08% on consolidated basis. The net profit for the year under review, after taxation registered a growth of 20.32% on standalone basis and 66.20% on consolidated basis. There was no change in the nature of the business of the Company during the year under review.

STATE OF THE COMPANY'S AFFAIRS ON CONSOLIDATED BASIS

The Company has delivered strong year-on-year growth of 25.08% in total income, reaching H 2,75,916 lakhs. The growth is driven by a combination of factors, including increased inpatient volume, higher occupied bed days, and a shift towards revenue-generating specialities.

The Company's Earnings before Interest, Taxes, Depreciation, and Amortisation (EBITDA) was H 67,712 lakhs, an increase of 38.3%. EBITDA margins improved by 230 basis points from 22.2% in FY22 to 24.5% in FY23.

The profit before tax registered a year-on-year growth of 60.1% to H 44,929 lakhs. Similarly, the profit after tax has recorded an increase of 66.2%, amounting to H 32,608 lakhs. Additionally, the Company has witnessed

an improvement in its PAT margins, rising by 290 basis points to 11.8%.

Average Revenue per Occupied Bed (ARPOB) during FY23 was approximately H 67,712 lakhs. The Average Length of Stay (ALOS) during the fiscal year was 3.3 days. In terms of patient volume, the Outpatient Department (OPD) volume reached 22,74,651 reflecting a growth of 15.4%. Additionally, the Inpatient Department (IPD) volume has risen to 1,35,161, representing a substantial growth of 32.0%.

Gurugram, Indore and Ranchi hospitals of the Company have a capacity of 1,766 beds and contributed 73% to the Company's revenue in FY23. During the year, over 80 senior clinicians were added to the team, including Dr Randeep Guleria as the Chairperson of Internal Medicine and Respiratory & Sleep Medicine as well as an entire team for the newly launched Institute of Women and Children.

The Company's Lucknow hospital continues to scale up with addition of 191 beds in FY23, including over 90 critical care beds. Lucknow hospital also added seven new OTs and have hired over 50 senior clinicians. Towards the end of FY23, Lucknow hospital commissioned the Siemens Varian EDGE Radiation Oncology machine – the first in North India – as well as set up a dedicated e-ICU Command Centre to assist in remote critical care management. With a capacity of 601 beds as on March 31, 2023, the Lucknow unit contributed to 21% of the Company's total revenue.

The Company's Patna hospital added over 100 beds and 35+ doctors in FY23. It was also able to achieve EBITDA breakeveninitsfirstfullyearofoperations.Withacapacity of 330 beds as on March 31, 2023, the unit contributed to 6% to the Company's total revenue.

Medanta Noida Hospital, with a capacity of 550 beds, is underconstructionandisexpectedtobecomeoperational with 300 beds by end of FY25. This presents the Company with a great opportunity to expand its healthcare infrastructure and service offerings in Delhi-NCR.

In FY23, the Company also announced a new 300- bed hospital project in Indore under the asset-light O&M model. This is in line with the strategy to further strengthen our presence in Central India. The Company continues to evaluate such opportunities in the Northern, Eastern and Central parts of the Country to expand its market presence.

The Company's sales from the pharmacy business increased to H 15,640 lakhs in FY23 from H 8,500 lakhs in the previous year. A substantial increase in the current operations could be achieved through selective expansion beyond hospitals.

The Company started Medanta Labs in January 2023, as part of its strategy to ensure continuity of care for the patients beyond the hospital. In order to make healthcare more accessible and comfortable for patients, this new initiative will establish diagnostic services closer to patient's home. 22 collection centres were set up by the Company covering Gurugram, Patna, Noida, Lucknow and Indore. Phase 1 of the principle plan is to expand the presence of these new services in states that already have Medanta's Hospital labs and then scale up to over 10+ labs and 125+ collection centres in phase 2.

Initial Public Offering and Listing

The Financial Year 2022-23 had turned out to be one of the important milestones in the corporate history of your Company. During the Financial Year under review, your Company has successfully completed its Initial Public Offering (IPO) of H 50,000 Lakhs by way of fresh issue of 1,48,80,952 Equity Shares and an Offer for Sale by existing Shareholders of 5,07,61,000 Equity Shares of face value of H 2 each, at an Offer Price of H 336 per Equity Share including share premium of H 334 per Equity Share. The Initial Public Offering was opened on November 3, 2022 and closed on November 7, 2022 (both days inclusive) and it received overwhelming response from the investors. Subsequently, the Equity Shares of the Company were listed and admitted for trading on BSE Limited and National Stock Exchange of India Limited with effect from November 16, 2022.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, prepared in compliance with the applicable provisions of the Companies Act, 2013. ("the Act"), Indian Accounting Standards, issued by the Institute of Chartered Accountants of India and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of this Annual Report together with Auditors' Report thereon.

DIVIDEND

During the Financial Year under review, your Directors has not recommended any dividend to the Shareholders of the Company.

Pursuant to Regulation 43A of Listing Regulations, the Dividend Distribution Policy of the Company is available on Company`s website at https://www.medanta.org/ investor_relations/company-policies.

DEPOSITS

Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVE

During the year under review, no amount from the profit of the Company has been transferred to the General Reserve of the Company.

SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

During the year under review, the Authorised Share Capital of the Company was reclassified to H 133,52,49,984/- (Rupees One Hundred Thirty Three Crore Fifty Two Lakh Forty Nine Thousand Nine Hundred Eighty Four) divided into 66,76,24,992 (Sixty Six Crore Seventy Six Lakh Twenty Four Thousand Nine Hundred and Ninety Two) Equity Shares of H 2 each, pursuant to reclassification of 4,66,954 Class A Preference Shares of H 696/- each into 16,24,99,992 Equity Shares of H 2/- each.

Further, during the year under review, the Issued, Subscribed and Paid-up Equity Share Capital was increased from H 50,64,47,860 (Rupees Fifty Crore Sixty Four Lakhs Forty Seven Thousand Eight Hundred Sixty) divided into 25,32, 23, 930 Equity Shares of H 2 each to H 53,63,90,344/- (Rupees Fifty Three Crore Sixty Three Lakh Ninety Thousand Three Hundred Forty Four) divided into 26,81,95,172 Equity Shares of H 2/- each, pursuant to allotment of Equity Shares under IPO and ESOP 2016, as detailed under :

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (‘NSDL') and Central Depository Services (India) Limited (‘CDSL'), the Depositories, for facilitating the various services like Dematerialization of shares, Corporate Actions, Pledging of securities, e-voting etc. The Annual Custody fees for the FY 2022-23 has been paid to both the Depositories.

DEBENTURES

The Company had allotted 1000 secured, unlisted, redeemable, transferable and interest bearing Non-Convertible Debentures (NCDs) of the face value of H10,00,000/- (Rupees Ten Lakh) each aggregating to H 1,00,00,00,000/- to Asian Development Bank on May 18 2021, redeemable in three equal tranches beginning from May 19, 2022.

During the year under review, the first tranche of redemption i.e 1/3^rd of the face value was redeemed on May 19, 2022 and the second tranche consisting equivalent amount was redeemed during the current Financial Year. Consequently, as on date of this Report, the Company has outstanding 1000 NCDs of face value H 3,33,333.334/-

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2023, your Company has three (3) wholly-owned subsidiaries viz. Global Health Patliputra Private Limited (GHPPL), Medanta Holdings Private Limited (MHPL) and GHL Pharma & Diagnostic Private Limited (GHLPharma).Duringtheyearunderreview,GHLPharma was incorporated as a wholly-owned subsidiary on June 29, 2022. All subsidiaries of the Company are managed by their respective Board of Directors in the best interest of those companies and their shareholders.

In accordance with Section 129(3) of the Act, the Company has prepared the Consolidated Financial Statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board's Report. The contribution of subsidiaries to the overall performance of the Company is outlined in Note No. 44 of the Consolidated Financial Statements for FY ended March 31, 2023.

The Financial Statements of the subsidiaries are available under ‘Investors Section' on the website of the Company at https://www.medanta.org/investor-relation/. The same shall also be made available to the Shareholders of the Company seeking such information at any point of time.

In compliance with the provision of Regulation 16 (C) of Listing Regulations, the Company has formulated a policy for determining Material Subsidiaries. The said policy is also available on the website of the Company at https://www.medanta.org/investor-relation/ and pursuant to which GHPPL and MHPL, qualify as Material Subsidiaries.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments that have occurred between March 31, 2023 and the date of this Report, other than those disclosed in the Financial Results, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

DetailsofLoans,GuaranteesorInvestmentscoveredunder the provisions of Section 186 of the Act are given in the Note No. 8, 37 & 39 to the Standalone Financial Statements.

EMPLOYEE STOCK OPTION SCHEMES

The Company has three (3) Stock Option Schemes viz. Employees Stock Option Scheme 2014 (‘ESOP 2014'), Employees Stock Option Scheme 2016 (‘ESOP 2016') and Employees Stock Option Scheme 2021 (‘ESOP 2021'), in alignment with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB & SE Regulations'). Pursuant to the Board Meeting dated September 10, 2021 and Shareholders' Meeting dated September 17, 2021, the Company has decided not to make any further grants under the ESOP 2014 and ESOP 2016. Further, no grants have been made under ESOP 2021 till the date of this Report.

Subsequent to the Initial Public Offering, the Shareholders of the Company had passed special resolution by way of Postal Ballot on January 28, 2023 for ratification of ESOP 2016 and ESOP 2021.

The details of ESOP(s) available and allocated under plans during the FY 2022-23 are as under:

* 20,000 ESOPs were granted to Mr. Pankaj Sahni, one of the KMP of the Company in FY 2018-19.

The details of ESOP are provided in the notes to accounts in the Financial Statements forming part of this Annual Report and the disclosures as mandated under SEBI SBEB & SE Regulations is available on the website of the Company at https://www.medanta.org/investor-relation/. Certificate from M/s. VAPN & Associates, Secretarial Auditors of the Company, with respect to the implementation of ESOP Schemes shall be placed before the Shareholders at the ensuing Annual General Meeting of the Company.

Composition of Board

The Company has a balanced and diverse Board. The Company's Board has an optimum mix of Executive and Non-Executive Directors, to maintain independence and separate the functions of governance and management. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act. As on March 31, 2023, the Board consists of 10 (Ten) Directors, comprising of 2 (Two) Executive Directors and 8 (Eight) Non-Executive Directors out of which 5 (Five) are Independent Directors (including one (1) Women Independent Director).

Change in Board of Directors

During the year under review, Mr. Pankaj Sahni (DIN: 07132999) was appointed as an Additional Whole-time Director on the Board (Designated as Group CEO

& Director) of the Company w.e.f. January 1, 2023. His appointment was later approved by the Shareholders of the Company on January 28, 2023 through Postal Ballot.

Retire by Rotation

Mr. Venkatesh Ratnasami (DIN: 03433678), Non-Executive nominee Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for reappointment.

Appropriate resolution for his re-appointment is being placed for approval of the Shareholders of the Company at the ensuing AGM. Brief resume and other details of Mr. Venkatesh Ratnasami seeking re-appointment at the ensuing AGM, as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the Listing Regulations is detailed in the Notice convening the 19^th AGM of the Company. The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Shareholders for approval.

Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act read with the Schedules and Rules issued thereunder as well as under Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act read with the Schedules and Rules made thereunder as well as in Listing Regulations and are independent from Management.

KEY MANEGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2023:

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and Listing Regulations.

In accordance with the provisions of Schedule IV to the Act and applicable Regulations, a separate meeting of the Independent Directors of the Company was held on March 24, 2023 without the attendance of Non-Independent Directors and members of the Management.

ANNUAL EVALUATION OF BOARD`S PERFORMANCE

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors` Performance; (iii) Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2022-23. The evaluation process involved obtaining viewpoints from the Board Members on the functioning of the Board, Committee or Directors` performance through the use of Questionnaires which were designed basis guidelines of SEBI issued in this respect and approved by Nomination and Remuneration Committee, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors and Chairman of the Board was carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and the Chair is satisfactory.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination & Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual. Further, pursuant to provisions of the Act, the NRC of your Board has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for remuneration to Executive Directors of the Company. The policy is available on the website of the Company at https://www.medanta.org/investor-relation/

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

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Disclosures pertaining to 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, are provided in the prescribed format and annexed herewith as Annexure 2 to this Board's Report.

The Annual Report is being sent to the Shareholders of the Company excluding information required under Section 197 (12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining a copy of such statement may write to the Company Secretary of the Company at compliance@medanta.org.

As on March 31, 2023, the total numbers of permanent employees on the rolls of the Company are as under:

RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Act and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which is available on Company's website at https://www.medanta.org/ investor-relation/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length.

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2022-23 were in the ordinary course of business and on an arm's length basis. The Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company's policy on dealing with related party transactions. Further, during the year under review, there were no materially significant related party transaction(s) entered by the Company which might have potential conflict with the interest of the Company at large.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act, in Form AOC-2 is not applicable. However, detailed disclosure on related party transactions as per IND AS-24 containing name of related parties and details of the transactions entered into with them have been provided under Note No. 37 of the Standalone Financial Statements of the Company.

Statutory Auditors

The Shareholders in the 18^th Annual General Meeting have approved the re-appointment of M/s. Walker Chandiok & Co. LLP, having Firm Registration No. 001076N/N500013, as Statutory Auditors for the second term of five (5) consecutive years i.e. from the conclusion of 18^th AGM held on September 5, 2022 till the conclusion 23^rd AGM to be held in calendar year 2027.

Further, the Audit Report issued by the Statutory Auditors on the Financials Statements (Standalone and Consolidated) of the Company for FY 2022-23 is annexed to the Financial Statements, forming an integral part of this Annual Report. The said Audit Report is self- explanatory and does not contain any qualification, reservation, adverse remarks or disclaimers. During the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

Internal Auditors

The Company had re-appointed M/s Pricewaterhouse coopers, Services LLP as the Internal Auditors of the Company for three (3) years i.e. FY 2022-23, FY 2023-24 and FY 2024-25.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work assigned and placed their reports at the meetings of the Audit Committee and Board, during quarterly intervals.

Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s VAPN & Associates, Company Secretaries as Secretarial Auditors to conduct the Secretarial Audit of the Company for FY 2022-23.

The Secretarial Audit Report for the Financial Year ended March 31, 2023 is attached herewith as Annexure 3 and forms an integral part of this Boards Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

In compliance with the requirements of Listing Regulations, Secretarial Audit Reports of Material Wholly Owned Subsidiary Companies viz. GHPPL and MHPL are also attached herewith as Annexure 3 and forms an integral part of this Board's Report. The Secretarial Audit Reports of material subsidiaries are also self-explanatory and does not contain any qualification, reservation or adverse remark.

Cost Auditors

In term of Section 148 of the Act, the Company is required to maintain cost records and get them audited every year. Accordingly, such accounts and records were made and maintained for the Financial Year 2022-23.

M/s Ramanath Iyer & Co., (Firm Registration No. 000019), Cost Accountants, were appointed to carry out Audit of Cost Records of the Company for the FY 2022-23. The Cost Auditors have issued their unqualified Report for the Financial Year 2022-23, which has been taken on record by the Audit Committee and the Board of Directors at their respective meetings.

Further, the Board had approved the re-appointment of M/s Ramanath Iyer & Co., (Firm Registration No. 000019), Cost Accountants, as Cost Auditors to carry out Audit of Cost Records of the Company for the Financial Year 2023-24. Requisite proposal seeking ratification of remuneration to be paid to the Cost Auditors for the FY 2023-24, by the Shareholders as per Section 148 of the Act, read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company at https://www. medanta.org/investor-relation/

RISK MANAGEMENT

The Company has a risk management system aimed at identifying, analyzing, assessing, mitigating, monitoring risk or potential threat to achievement of its strategic and business objectives. The Company, through its Risk Management Policy, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. The Company has a Risk Management Committee to identify elements of risk in different areas of operations, the details of the Risk Management Committee are included in the Corporate Governance Report.

WHISTLE BLOWER MECHANISM

Pursuant to Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy to provide a mechanism to the employees and Directors to report genuine concerns about any unethical behavior, actual or suspected fraud or violation of your Company's Code of Conduct to the Chairman of Audit Committee. During the year under review, no complaint has been received by the Company under vigil mechanism. The Board of Directors has modified the policy for wide coverage and the said policy is also placed on the website of the Company at https://www.medanta.org/investor-relation/

CORPORATE SOCIAL RESPONSIBILITY

The Company recognises its social responsibility as an integral part of its corporate citizenship. Driven by its value system, your Company commits to support and nurture community through innovative solutions to satisfy evolving needs of the society. During the year under review, the Company had conduct its CSR activity both through itself and its CSR arm-Medanta Foundation Poor And Needy Patient Welfare Trust ("Medanta Foundation").

In accordance with the provisions of Section 135 of the Act and Rules made thereunder, your Company has formed a Corporate Social Responsibility (CSR) Committee to monitor CSR activities of the Company. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Board of Directors of the Company has further formulated and adopted a policy on CSR which can be accessed at https://www.medanta.org/investor-relation/. A Report on CSR activities as prescribed under the Act and Rules made thereunder is annexed herewith as Annexure 4 to this Board's Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure 5 to this Board's Report.

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

The Company has in place a policy on prevention of Sexual Harassment of Women at Workplace. Internal Complaint Committee(s) under POSH have been constituted to handle / investigate the matters relating to Sexual Harassment at various locations of the Company. The Company had received 10 (Ten) complaints under POSH & the same had been disposed as per the terms of the policy of the Company.

INTERNAL FINANCIAL CONTROLS

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year.

During Financial Year 2022-23, the Internal Financial controlswereexaminedandevaluatedbyanindependent third party i.e M/s TRC Corporate Consulting Private Limited and found the same adequate considering the size and scale of the operations of the Company and no reportable material weakness in the design or operation was observed. The Directors have in the Directors Responsibility Statement confirmed the same to this effect. Nonetheless, the Company recognises that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

During the Financial Year under review, there is no application made and/or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, in relation to the Annual Financial Statements for the Financial Year 2022-23, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards had been followed and there are no material departures;

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and of the Profit of the Company on standalone basis for the year ended on that date;

d) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordancewiththeprovisionsoftheAct,tosafeguard the assets of the Company and for preventing and detecting fraud and other irregularities; e) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by all stakeholders including Banks, Financial Institutions, viewers, vendors, service providers and regulatory authorities.

Global Health Ltd Company Background

Global Health Ltd Company Management

Global Health Ltd Listing Information

Global Health Ltd Finished Product