డైరెక్టర్ల నివేదిక Manipal Health Enterprises Ltd.

Your directors take immense pleasure in presenting the 16^th Annual Report on the performance of the Company along with
the audited financial statements for the financial year ended March 31, 2026. This being the Company’s first Annual Report
following listing of its equity shares on August 05, 2026, the report highlights our strategic journey, operational milestones, and
financial performance during the financial year.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31,2026, is summarised below:

STATE OF COMPANY''S AFFAIR, OPERATING RESULTS
AND PROFITS

Manipal Health Enterprises Limited ("MHEL" or "the
Company") (incorporated on February 15, 2010), and
its subsidiaries are engaged in the business of running/
managing hospitals, and providing healthcare services.
The Company holds interests in its subsidiaries together
with which it invests, manages and operates a network of
various Hospitals/Clinics providing healthcare services in
India.

Manipal Hospitals is one of India’s leading healthcare
groups with a network of 49 hospitals in India with 13,037
licensed beds. The 50^th hospital of the group commenced
operations at Electronic City, Bengaluru, July 2026.

Manipal Hospitals offers an integrated range of healthcare
services from out-patient treatment and diagnostics to
advanced clinical care which also extends to personalised
home-care services. Keeping pace with the latest
technological breakthroughs in medical science hospitals
are equipped with state-of-the-art facilities on par with
global standards.

STANDALONE FINANCIAL RESULTS:

The standalone revenue from operations increased by
15.46% to '' 3,584.13 Crores for FY 2025-26 as compared to
'' 3,104.10 Crores in FY 2024-25. The profit after tax stood
at '' 429.97 Crores for FY 2025-26 as compared to '' 535.30

Crores in 2024-25, reflecting a decrease of 19.68% from the
previous year.

CONSOLIDATED FINANCIAL RESULTS:

The Company’s consolidated revenue from operations
increased by 25.40% to '' 10,335.75 Crores for 2025-26 as
compared to '' 8,242.26 Crores in 2024-25. The consolidated
profit after tax stood at '' 916.59 Crores for 2025-26 as
compared to '' 1,081.67 Crores in 2024-25, reflecting a
decrease of 15.26% from the previous year.

MATERIAL EVENTS AND DEVELOPMENTS DURING THE
FINANCIAL YEAR UNDER REVIEW:

Initial Public Offering (IPO) & Listing of Equity Shares of
the Company:

During the year under review, to facilitate the transition into
a listed public entity, the Company was converted from
private limited company to public limited company and
our name was changed from ‘Manipal Health Enterprises
Private Limited'' to Manipal Health Enterprises Limited''
and a fresh Certificate of Incorporation was issued by
the Registrar of Companies, Karnataka at Bengaluru, on
December 24, 2025.

During the year under review, the Board of Directors of
the Company in its meeting dated March 04, 2026 have
approved the proposal of raising fund by way of Initial

Public offer (including both "Fresh Issue" and "Offer for
Sale") which was subsequently approved by the members
of the Company in its Extra Ordinary General Meeting
dated March 10, 2026. In this regard, the Company has
filed Draft Red Herring Prospectus ("DRHP") on March 23,
2026, Red Herring Prospectus ("RHP") on July 23, 2026 and
Prospectus on July 31,2026.

The Company successfully completed its Initial Public
Offering ("IPO"), which received an overwhelming response
from institutional, corporate and retail investors, reflecting
strong confidence in the Company’s business model,
growth strategy and long-term value proposition.

The IPO comprised an aggregate offer of 15,72,33,715
Equity Shares of face value of '' 2 each, aggregating to
'' 9,275.21 Crores (the "Offer"). The Offer consisted of a
Fresh Issue of 135,619,881 Equity Shares of face value
of '' 2 each, aggregating to '' 8,000 Crores, and an Offer
for Sale of 2,16,13,834 Equity Shares of face value of '' 2
each, aggregating to '' 1,275.21 Crores by certain existing
shareholders. The public issue opened for subscription on
July 29, 2026 and closed successfully on July 31,2026.
Pursuant to the successful completion of the IPO, the
equity shares of the Company were listed and admitted to
dealings on the National Stock Exchange of India Limited
("NSE") and BSE Limited ("BSE") with effect from August
05, 2026. The listing marks a defining milestone in the
Company’s journey, providing access to the public capital
markets, strengthening its corporate profile and governance
framework, and significantly broadening its base of long¬
term shareholders.

The Board of Directors places on record its sincere
appreciation for the invaluable contributions of the Book
Running Lead Managers ("BRLMs"), legal counsels,
statutory auditors, regulatory authorities and all other
advisors and intermediaries whose expertise, commitment
and collaborative efforts were instrumental in the successful
execution of the IPO.

The Board also expresses its heartfelt gratitude to the
Securities and Exchange Board of India ("SEBI"), the
Registrar of Companies ("RoC"), the stock exchanges and
all other regulatory authorities for their guidance, support
and co-operation throughout the IPO process, enabling the
Company to achieve this significant milestone.

Above all, the Board extends a warm welcome to the
Company’s new public shareholders and expresses its
sincere gratitude for the confidence they have reposed
in the Company. Your investment and trust reinforce our
commitment to building a sustainable, technology-driven
business while delivering long-term value to all stakeholders.

As a publicly listed company, we remain steadfast in our
pursuit of innovation, clinical excellence, patient contracts,
strong corporate governance and enduring value creation.

Acquisition of Sahyadri Hospitals Private Limited (“SHPL")

Share purchase agreement dated July 09, 2025, was entered
into by and amongst Summit Bidco Pte. Limited, Manipal
Hospitals Private Limited ("MHPL") and our Company
read with the letter agreement dated September 15, 2025
("Sahyadri SPA")

Pursuant to the Sahyadri SPA, MHPL has, on (i) October 03,
2025 acquired 26,175,623 equity shares of face value of
'' 10 each aggregating to 78.71% of the issued, subscribed
and paid-up share capital of SHPL for a consideration of
'' 4,596.54 Crores from Summit Bidco Pte. Limited and (ii)
December 01, 2025 acquired 32,71,954 equity shares of
face value of '' 10 each aggregating to 9.84% of the issued,
subscribed and paid-up share capital of SHPL from Summit
Bidco Pte. Limited for a consideration of '' 574.43 Crores.
Further MHPL has agreed to acquire from Summit Bidco
Pte. Limited 32,71,960 equity shares (which includes 7
equity shares from a previous tranche) of face value of '' 10
each aggregating to 9.84% of issued, subscribed and paid-
up share capital of SHPL for a base purchase consideration
of '' 574.05 Crores on or prior to December 01,2026. Summit
Bidco Pte. Limited., MHPL and our Company have further
agreed that if the Sahyadri Hospitals achieves agreed upon
financial parameters i.e. LTM EBITDA of '' 400 Crores for the
Sahyadri Hospitals on a consolidated basis, MHPL shall pay
an additional purchase consideration. Further MHPL has
agreed to pay a contingent amount of '' 6.81 Crores linked
to tax assessment.

Additionally, pursuant to separate agreements entered
into with certain minority shareholders of SHPL, MHPL
has acquired an aggregate of 4,77,576 equity shares,
representing 1.44% of the total issued and paid-up share
capital of SHPL for an aggregate consideration of '' 83.86
Crores. Further, MHPL has agreed to acquire 12,094 equity
shares of SHPL representing 0.04% of the total issued
and paid-up share capital of SHPL from another minority
shareholder.

DIVIDEND

During the year under review, the Board of Directors has not
recommended any dividend.

During the process of IPO, Company has adopted a Dividend
Distribution Policy in terms of SEBI Listing Regulations,
which can be accessed at the Company’s website at
https://www.manipalhospitals.com/assets/pdf/Dividend-
Distribution-Policy.pdf

RESERVES AND SURPLUS

The Board does not propose to transfer any amount to
general reserve and has decided to retain the entire amount
of profit of 2025-26 in the profit and loss account.

CHANGES TO EQUITY SHARE CAPITAL DURING THE YEAR
Authorised Share Capital:

During the year under review, the authorised share capital
of the Company was increased from '' 2,55,00,00,000
consisting of 1,27,50,00,000 Equity Shares of face value of
'' 2 each to '' 3,00,00,00,000 consisting of 1,50,00,00,000

Equity Shares of face value of '' 2 each vide shareholders
resolution dated November 20, 2025.

The Authorised Share Capital of the Company as on March
31,2026, stood at '' 3,00,00,00,000 (Rupees Three Hundred
Crores only) comprising of 1,50,00,00,000 (One Hundred
and Fifty Crores) Equity Shares of face value of '' 2 each.

Issued, Subscribed and Paid-Up Share Capital:

The issued, subscribed and paid up Capital as on March
31, 2026 stood at '' 2,35,95,14,642 (Rupees Two Hundred
Thirty-Five Crores Ninety-Five Lakh Fourteen Thousand Six
Hundred Forty-Two Only) comprising of 1,17,97,57,321 (One
Hundred Seventeen Crores Ninety-Seven Lakh Fifty-Seven
Thousand Three Hundred Twenty-One) Equity Shares of
face value of '' 2 each.

During the year under review, changes in the paid-up equity
share capital of the Company occurred pursuant to the
following events:

i. Bonus Issue:

The Board of Directors and shareholders at their
meetings held on March 18, 2025 and March 25, 2025,
respectively, approved the issuance of bonus shares
in the ratio of 2:1 i.e. two fully paid-up Equity Shares
for every one fully paid-up Equity Share and issued
770,624,340 Equity shares of '' 2 each, which were
allotted by the Board on April 22, 2025.

ii. Allotment of Equity shares under Restated Brand
License Agreement:

The Company has allotted 2,38,20,811 Equity shares of
value of '' 2 each an issue price of '' 692.68/- per equity
share, for a total issue price of '' 16,50,01,99,363.48/-
(Consideration other than cash) to MEMG International
India Private Limited pursuant to the settlement under
the Restated Brand License Agreement, which was
approved by the shareholders in their meeting dated
March 10, 2026.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Company’s performance is
provided in the Management Discussion and Analysis for
2025-26, pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of
this Board’s Report as Annexure 1.

CHANGE IN NATURE OF BUSINESS

During the period under review, there was no change in the
nature of Company’s business.

DETAILS OF SUBSIDIARY COMPANIES AND ASSOCIATE
COMPANY

As at March 31, 2026, the Company has the following
Twelve (12) Indian subsidiaries:

i. Manipal Hospitals Private Limited

ii. Manipal Hospitals (Dwarka) Private Limited

iii. Manipal Hospitals (Bengaluru) Private Limited

iv. Manipal Hospitals (East) India Private Limited

v. Manipal Hospitals Eastern India Private Limited

vi. Manipal Hospitals Bengal Private Limited

vii. Manipal Hospitals Synergie Private Limited

viii. Sahyadri Hospitals Private Limited

ix. Sahyadri Karad Hospitals Private Limited

x. Saideep Healthcare & Research Private Limited

xi. Surya Hospitals Private Limited

xii. HealthMap Diagnostics Private Limited

Further as on March 31, 2026 the Company has One
(1) foreign subsidiary i.e. Manipal Health Enterprises
International Pte. Ltd.

As on March 31, 2026 the Company has the following
Associate/Joint Venture Companies:

i. iGenetic Diagnostics Private Limited - Associate
Company

ii. Terrals Technologies Private Limited - Joint Venture
Company.

Pursuant to sub-section (3) of section 129 of the Act, the
statement containing the salient feature of the financial
statement of a company’s subsidiaries is attached as
Annexure 2. Further,as per Ind AS, 2 (two) silos have been
considered for the preparation of Consolidated Financial
Statements.

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

i. Manipal Hospitals Private Limited;

ii. Manipal Hospitals (East) India Private Limited; and

iii. Sahyadri Hospitals Private Limited

During the year under review Manipal Hospitals Eastern
India Private Limited, Manipal Hospitals Synergie Private
Limited, Medica TS Hospital Private Limited and Tata Steel
Limited have entered into a share purchase agreement
dated March 17, 2026 for divestment of its entire stake
in Medica TS to Tata Steel Limited for a consideration of
'' 1.49 Crores, which has since been completed. Medica TS
ceased to be an associate company w.e.f March 30, 2026.
Apart from the above, no Body Corporate has become
or ceased to be Subsidiary, Joint venture or Associate
Company of the Company during the financial year
2025-26.

FOREIGN EXCHANGE MANAGEMENT (NON-DEBT
INSTRUMENTS) RULES, 2019; DOWNSTREAM
INVESTMENTS MADE BY THE COMPANY

The Company is in compliance with the provisions of the
Foreign Exchange Management (Non-Debt Instruments)
Rules, 2019, with respect to downstream investment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL WHO WERE APPOINTED OR RESIGNED
DURING THE YEAR.

Directors

As on March 31, 2026 the Board had 9 (Nine) directors
comprising of 1 (One) Executive Director and 3 (Three) Non¬
Executive Independent Directors and 5 (Five) Non-Executive
Non-Independent Directors.

The Company comprises an optimum combination of
Executive, Non-Executive and Independent Directors
possessing diverse experience and expertise across various
fields including business strategy, finance, governance,
legal, technology, operations and management. The
composition of the Board is in compliance with the
provisions of the Companies Act, 2013 (the ''Act'') and the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (''SEBI
Listing Regulations'').

The details of the composition of the Board of Directors are
given in the Corporate Governance Report which forms an
integral part of this Board''s Report.

The Details of The Changes in The Composition of the
Board of Directors are Provided Below:I. Appointment of Directors:

During the year under review, the following individuals
were appointed as Independent Directors of the
Company with effect from February 18, 2026, pursuant
to the approval of the Board at its meeting held on

February 18, 2026 and the approval of the shareholders
at their meeting held on March 10, 2026:

a. Ms. Revathy Ashok (DIN: 00057539)

b. Mr. Subramaniam Somasundaram
(DIN: 01494407)

c. Mr. Vinesh Kumar Jairath (DIN: 00391684)

The Directors of the Company have confirmed that
they meet the eligibility criteria prescribed under the
applicable laws and regulations and are not disqualified
from being appointed as Directors in terms of the
provisions of Section 164 of the Act.

The Board is of the opinion that all the Independent
Directors appointed during the financial year are
independent of the management of the Company
and fulfil the conditions specified under the Act and
the SEBI Listing Regulations for their appointment
as an Independent Directors. Further they possess
the requisite qualifications, experience, expertise and
integrity required for the discharge of their duties and
responsibilities.

II. Resignation:

During the year under review, the following directors
tendered their resignation:

a. Ms. Varini Sharma resigned w.e.f. March 18,
2026.

b. Mr. Vaitheeswaran Seetharaman resigned w.e.f.
January 23, 2026.

c. Mr. Narayanan Kumar resigned from the
position of Nominee Director w.e.f. January 21,
2026.

d. Mr. Kaikhushru Shiavax Nargolwala resigned
from the position of Nominee Director w.e.f.
January 16, 2026.

e. Mr. Syed Fidah Bin Ismail Alsagoff resigned from
the position of Nominee Director w.e.f. June 13,
2025.

III. Retire by Rotation:

In accordance with the provisions of Section 152 of
the Act and the Company''s Articles of Association,
Dr. Hebri Sudarshan Ballal (DIN: 01 195055),
Non-Executive Chairman and Mr. Puneet Bhatia
(DIN: 00143973), Non-Executive Director are liable to
retire by rotation, being eligible offer themselves for
re-appointment at the ensuing 16^th Annual General
Meeting (''AGM'') of the Company. Your Directors
recommend their re-appointment.

The detailed profile of Dr. Hebri Sudarshan Ballal
and Mr. Puneet Bhatia, seeking re-appointment at
the forthcoming AGM as required under Regulation
36(3) of the SEBI Listing Regulations and Secretarial
Standard-2 (SS-2) on General Meetings are provided
separately by way of an Annexure to the Notice of
the AGM which forms an integral part of this Annual
Report.

KEY MANAGERIAL PERSONNEL (KMPs)

As on March 31,2026, the Company had the following Key
Managerial Personnel (KMPs) in accordance with Section
203 of the Companies Act, 2013 read with Rules made
thereunder:

i. Mr. Dilip Jose (DIN: 03591692), Managing Director and
Chief Executive Officer*;

ii. Mr. Sameer Agarwal, Chief Financial Officer;

iii. Mr. Karthik Rajagopal, Chief Operating Officer#

iv. Mr. Sathish K R, General Counsel and Company
Secretary.

* Mr. Dilip Jose is the Managing Director and CEO of your
Company since November 14, 2017. Pursuant to a recent
resolution passed by our Board dated March 4, 2026 and
resolution passed by shareholders dated March 10, 2026,
Mr Dilip Jose has been re-appointed as the Managing
Director and CEO of your Company.

#Mr. Karthik Rajagopal has been the Chief Operating Officer
of the Company since July 11, 2018. However, the Board
has appointed him as a Key Managerial Personnel under
the provisions of the Companies Act, 2013 on November
25, 2025.

DECLARATION BY INDEPENDENT DIRECTORS AND
STATEMENT ON COMPLIANCE WITH THE CODE OF
CONDUCT

All the Independent Directors of the Company have given
their declarations to the Company under Section 149(7)
of the Act that they meet the criteria of independence
as provided under Section 149(6) of the Act read with
Regulation 16(1)(b) of the SEBI Listing Regulations. There
has been no change in the circumstances affecting their
status as Independent Directors of the Company.

All the Independent Directors of the Company have
confirmed their registration/renewal of registration, on
Independent Directors’ Databank and are either exempt
from or have completed the online proficiency self¬
assessment test conducted by the IICA in accordance with
the provisions of Section 150 of the Act. The Directors have
further confirmed that they are not debarred from holding
the office of Director under any SEBI order or any other such
authority.

The Board of Directors of the Company has taken on
record the declaration and confirmation submitted by the
Independent Directors.

During the financial year under review, no separate meeting
of the Independent Directors was required to be held as
the Independent Directors were appointed with effect from
February 18, 2026.

BOARD MEETINGS

The Board of Directors duly met 8 (Eight) times during
2025-26. For more details, please refer to the section on
Corporate Governance Report forming part of this Report.
The intervening gap between any two meetings was
within the period prescribed under the provisions of the
Companies Act, 2013 and applicable provisions of SEBI
Listing Regulations.

The detailed information regarding the Board meetings and
Committee meetings attended by the Directors during the
year is provided in the Corporate Governance Report, which
forms part of this Report.

BOARD COMMITTEES

To ensure robust corporate governance, facilitate specialised
oversight, and ensure strict compliance with statutory
requirements, the Board of Directors has constituted
various specialised committees. These committees operate
under clearly defined terms of reference to evaluate specific
business functions, oversee critical operational frameworks,
and make informed decisions within the authority delegated
to them by the Board.

As of March 31,2026, the Board have the following 5 (five)
statutory committees as per the requirement of the Act and
the SEBI Listing Regulations and 1 (one) Non-Statutory
Committee.

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee;

iv. Risk Management Committee;

v. Corporate Social Responsibility Committee and
vi Executive Committee*

*(Non- Statutory Committee)

During the year under review, the Board re-constituted the
Audit Committee and the Corporate Social Responsibility
Committee, renamed and re-constituted the Nomination and
Remuneration Committee, constituted the Stakeholders’
Relationship Committee and the Risk Management
Committee, with effect from February 18, 2026, pursuant to
the applicable provisions of the Companies Act, 2013 and
the applicable provisions of the SEBI Listing Regulations.

All the recommendations made by the Board Committees,
including the Audit Committee, were accepted by the Board.
Details of Committees along with their terms of reference,
composition, number of committee meetings held during the
financial year and the attendance of individual committee
members are provided in the Corporate Governance Report,
which forms an integral part of this Board’s Report.

ANNUAL PERFORMANCE EVALUATION

The Company has in place a policy for the performance
evaluation of the Board, its Committees, and individual
Directors (including Independent Directors) which lays
down the criteria for evaluation of both Non-Executive and
Executive Directors.

POLICY ON BOARD''S APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration
Policy in accordance with the provisions of the Act and the
SEBI Listing Regulations. The Policy lays down the criteria
for appointment, remuneration and evaluation of Directors,
Key Managerial Personnel and Senior Management
Personnel, including criteria for determining qualifications,
positive attributes, integrity, expertise, experience, diversity
and independence of Directors.

During the financial year under review, the Company has also
adopted a Board Diversity Policy to promote an appropriate
balance of skills, experience, gender, knowledge and
backgrounds on the Board. The Policy aims to ensure that
the Board comprises individuals with diverse perspectives
and expertise, enabling effective oversight of the Company’s
business, strategic direction and governance while aligning
with applicable regulatory requirements and corporate
governance best practices.

The Nomination and Remuneration Policy is available on the
website of the Company athttps://www.manipalhospitals.
com/assets/pdf/Nomination-and-Remuneration-Policy.
pdf

FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

As part of the familiarisation programme, the Company
provides its Independent Directors with regular updates
and access to information necessary to enable them to
effectively discharge their roles and responsibilities. The
Independent Directors are familiarised with the Company’s
business model, operations, strategic priorities, financial
performance, risk management framework, regulatory
developments, technology initiatives, human resources
practices and compliance processes through presentations,
discussions and interactions at Board and Committee
meetings.

These sessions also provide the Independent Directors an
opportunity to interact with the Key Managerial Personnel
and Senior Management of the Company, thereby enabling
them to gain a deeper understanding of the Company’s
business, industry environment, governance framework
and key operational matters. The programme is designed to
ensure that the Independent Directors remain well-informed
about the Company and are able to contribute meaningfully
to Board deliberations and decision-making.

The Company has in place the policy on familiarisation
programme for the Independent Directors, which can be
accessed at the website at:https://www.manipalhospitals.
com/assets/pdf/Policy-on-Familiarisation-Programme-
for-IDs.pdf

As on March 31,2026 as the Company was an unlisted public
Company and Independent Directors were appointed with
effect from February 18, 2026, any formal familiarisation
program was not required to be carried out during the year
under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause
(c) of sub-section (3) of Section 134 of the Companies Act,
2013, shall state that:

a. In the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures.

b. The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period.

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

d. The Directors had prepared the annual accounts on a
going concern basis;

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

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

AUDITORSI. Statutory Audit:

M/s. B S R & Co. LLP, Chartered Accountants
(Firm Registration No. 101248W/W-100022), were
appointed as the Statutory Auditors of the Company
by the shareholders. The Firm has completed its two
consecutive terms, as stipulated under the applicable
provisions of law, and is therefore ineligible for
reappointment.

Accordingly, the Board has proposed to appoint M/s.
Price Waterhouse Chartered Accountants LLP (Firm
Registration Number 012754N/N500016) as the
Statutory Auditor of the Company for a period of 5
years’ subject to the approval of the shareholders in
the ensuing 16^th Annual General Meeting.

II. Secretarial Audit

In terms of the provisions of Section 204 and
applicable provisions of the Companies Act, 2013,
M/s. Preetham Hebbar & Co., a practicing Company
Secretaries firm were appointed as Secretarial Auditors
of the Company to conduct the Secretarial Audit for
2025-26. The Secretarial Audit Report with no
qualification is attached as Annexure 3. The copies of
the Secretarial Audit Reports of the material unlisted
subsidiaries form part of this Report.

Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, and Section 204 of the Companies
Act, 2013, M/s. BMP & Co. LLP Company Secretaries
in practise are proposed to be appointed as
the Secretarial Auditors of the Company by the
shareholders in the 16^th AGM.

Explanations or Comments by the Board on Every
Qualification, Reservation or Adverse Remark or
Disclaimer made:

a) By Statutory Auditors in their audit report:

There were no qualifications, reservations or
adverse comments by the Statutory Auditors
of the Company in their report submitted to the
Company for 2025-26.

b) By Secretarial Auditors in their secretarial audit
report:

There were no qualifications or adverse
comments issued by the Secretarial Auditors of
the Company in their report for 2025-26.

III. Cost Audit

In terms of the provisions of Section 148 and applicable
provisions of the Companies Act, 2013, ("Act") read

with the Companies (Audit and Auditors) Rules, 2014,
M/s. Rao, Murthy & Associates, Cost Accountants,
Cost Auditors were appointed to conduct the audit of
cost records of your company for 2026-27. As per the
provisions of the Act, a resolution seeking members’
ratification for the remuneration payable to Cost
Auditors is included in the Notice convening the 16^th
AGM.

IV. Internal Audit

In terms of the provisions of Section 138 and applicable
provisions of the Companies Act, 2013, Ernst & Young
LLP were appointed as Internal Auditors of the
Company to conduct the Internal Audit for FY 2025-26.
In addition the Company also has a well-established,
and in-house Internal Audit team that is responsible
for providing assurance on compliance with operating
systems, internal policies and legal requirements, as
well as suggesting improvements to systems and
processes. The Internal Audit function monitors and
evaluates the efficiency and adequacy of internal
control systems in the Company.

REPORTING OF FRAUDS BY AUDITORS

There was no fraud reported by Auditors under Sub-section
(12) of Section 143 of the Companies Act, 2013 during the
period under review.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF
INTERNAL FINANCIAL CONTROLS

The Company has implemented a framework of internal
financial controls that is appropriate to the nature, scale
and complexity of its business operations. These controls
support efficient business processes, protection of
assets, compliance with applicable laws and regulations,
maintenance of accurate accounting records, and timely
preparation of financial information.

The internal control framework is supported by documented
policies, standard operating procedures and periodic
monitoring mechanisms. The internal financial control
system over financial reporting is designed to ensure
that transactions are appropriately authorised, recorded
and reported in a timely manner, thereby facilitating the
preparation of reliable financial information in accordance
with applicable accounting standards and regulatory
requirements.

The Internal Auditor and Statutory Auditors as part of their
audit procedure conducts regular reviews of key controls
and processes, and the observations arising therefrom are
reviewed by the management and the Audit Committee.
The Audit Committee also periodically evaluates the
adequacy and effectiveness of the internal financial control

environment and oversees the implementation of corrective
actions, wherever necessary.

The statutory auditors have issued an unmodified
opinion on the adequacy and operating effectiveness of
the Company’s internal financial controls over financial
reporting for the financial year ended March 31,2026. The
Company recognises that strengthening Internal Financial
Controls is a continuous process and remains committed
to enhancing its control environment through process
improvements, risk-based reviews and increased adoption
of preventive and automated controls.

The Board periodically reviews the internal policies and
processes including internal financial control systems
and accordingly, the Directors’ Responsibility Statement
contains a confirmation as regards adequacy of the internal
financial controls

PARTICULARS OF EMPLOYEES

As on March 31, 2026 the Company was an unlisted public
company, and was in the process of going for IPO. The
Company filed DRHP RHP and Prospectus on March 23,
2026, July 23, 2026 and July 31,2026, respectively.

As the Company was not listed as on March 31, 2026 the
disclosure under Section 197(12) of the Act, read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable to the
Company for the financial year 2025-26.

Further, the number of Employees as on March 31,2026:
Female: 13546; Male: 10694; Transgender: 0

EMPLOYEE STOCK OPTIONS PLANS ("ESOP")

The Company believes that equity-based compensation is
an effective mechanism to foster a culture of ownership,
align employee interests with the Company’s long-term
strategic objectives, and attract, motivate, and retain
high-calibre talent. In furtherance of these objectives, the
Company administers a comprehensive Share-Based
Employee Benefit ("SBEB") framework.

The Company has implemented the Manipal Health
Enterprises Employee Stock Option Plan 2024 ("ESOP
2024"), pursuant to the resolutions passed by the Board of
Directors on May 28, 2024 and approved by the shareholders
on June 28, 2024. The ESOP 2024 is designed to incentivise
sustained performance, enhance employee engagement,
facilitate talent acquisition and retention, and create long¬
term wealth for employees. The ESOP 2024 is in compliance
with the provisions of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended.

The ESOP 2024 was subsequently got amended by the
Board of Directors and Members of the Company on March
18, 2025 and March 25, 2025, and further on March 04,
2026 and March 10, 2026, respectively prior to the listing
of equity shares of the Company on the Stock Exchanges
consequent to the Initial Public Offer ("IPO").

Accordingly, post listing, the approval of the members of the
Company for ratification of the ESOP 2024 and extension
of its benefits to the employees of the subsidiary company
is proposed to be sought in this ensuing 16^th AGM.

VIGIL MECHANISM/WHISTLE-BLOWER

In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors have approved the
Policy on vigil mechanism/whistle blower, which provide
a vigil mechanism for directors and employees to report
genuine concerns.

The said policy is available on the website of the Company
at:https://www.manipalhospitals.com/assets/pdf/
Whistle-Blower-Policy.pdf

During the year under review, a complaint received has been
duly resolved.

RISK MANAGEMENT POLICY

In compliance with the regulations set forth by the
Securities and Exchange Board of India (SEBI) and other
applicable laws, the Company has established a robust
Risk Management Policy to identify, assess, mitigate, and
monitor risks that may impact the achievement of the
Company’s objectives and stakeholders’ interests.

The objectives of this Policy are to establish clear
accountability and ownership for risk management, identify
and assess the Company’s risk exposures, integrate risk
management into the Company’s culture and decision¬
making processes, and document and monitor key risk
triggers that may impact the Company’s operations,
performance, and long-term objectives.

The Company is committed to maintaining a proactive
approach to risk management, guided by the principles of
transparency, accountability, and stakeholder value creation.
The Risk Management Policy serves as a foundation for
prudent decision-making and sustainable growth, enabling
the Company to navigate uncertainties and capitalise on
opportunities in the dynamic business environment.

The said policy is available on the website of the Company
at:https://www.manipalhospitals.com/ipo-disclosures/
corporate-governance#policies

The management is responsible for reviewing the risk
management plan and ensuring its effectiveness. Major
risks identified by the businesses and functions are
systematically addressed through mitigating actions plan
on a continuing basis.

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

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year to which
this financial statement relates and the date of this annual
report.

There has been no change in the nature of business of the
Company during the financial year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

There was no material order passed by the regulators or
courts or tribunals impacting the going concern status
and company’s operations in future as at March 31,2026.
Details of litigation on various tax matters are disclosed
under relevant notes to the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE ACT

The provisions of Section 186 except sub-section (1) of
Section 186 are not applicable to the Company.

Further, the disclosures on particulars relating to loans,
advances, guarantees and investments are provided as a
part of the financial statements in notes of the standalone
financial statements.

RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions
entered into by the Company were approved by the Audit
Committee/Board of Directors in accordance with the
applicable provisions of the Companies Act, 2013.

Further, as on March 31,2026, the Company was an unlisted
public company and, accordingly, the provisions relating to
the quarterly review of Related Party Transactions under
the SEBI Listing Regulations were not applicable to the
Company.

Pursuant to the IPO, the Company has framed a Policy for
determining materiality of Related Party Transactions and
dealing with Related Party Transactions. The said Policy is
available on the website of the Company at:https://www.
manipalhospitals.com/assets/pdf/Policy-on-RPT.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

The particulars of every contract or arrangement entered
into by the Company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013
including arm’s length transactions under third proviso
thereto has been disclosed in Form No. AOC-2 as Annexure 4.

OBLIGATION OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Anti Sexual Harassment Policy
in line with the requirement of Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the employees
have been advised to address their grievances under
this policy for redressal. Internal Complaints Committee
(ICC) has been set up to redress complaints received
under sexual harassment. All employees (permanent,
contractual, temporary, trainees etc.) are covered under
this policy.

The statement showing number of Sexual harassment
complaint received during the year are as follows:

OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the applicable provisions of Maternity Benefits Act, 1961.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to all stakeholders, investors, customers, vendors, banks, Central
and State Governments. The Company’s valued investors and other business partners, for their assistance and continued co¬
operation during the year under review.

Your Directors also place on record their deep sense of appreciation for the dedicated service of the employees of the
Company.

For and On Behalf of Board of Directors
Manipal Health Enterprises Limited

(formerly Manipal Health Enterprises Private Limited)

Dilip Jose Dr. Hebri Sudarshan Ballal

Place: Bengaluru Managing Director & CEO Chairman & Non-executive Director

Date: August 20, 2026 DIN: 03591692 DIN: 01 195055