డైరెక్టర్ల నివేదిక Yatharth Hospital & Trauma Care Services Ltd.

The Board of Directors (“Board”) have the pleasure in presenting the 19^th Annual Report on the Business and
Operations of the Company together with the Audited Financial Statements for the Financial Year ended
March 31, 2026.

1. FINANCIAL SUMMARY

Key aspects of the financial performance of the Company for the financial year ended March 31, 2026 along with
previous year’s figures are given hereunder:

2. STATE OF COMPANY AFFAIRS

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

Over the past fiscal year, the Company has
demonstrated a consistent commitment to
excellence in healthcare delivery, maintaining
a strong focus on operational efficiency, service
quality, 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.

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

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

The Company''s strong financial performance was
supported by improved operational efficiencies,
increased patient volumes, and the continued
contribution from its expanding hospital network.
Earnings per Equity Share (EPS) on a standalone
basis increased to H9.90 from H9.89, while

consolidated EPS increased to H18.20 from H14.72
during the year under review.

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

3. TRANSFER TO RESERVES

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

4. DIVIDEND

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

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

The Company is, however, proposed to declare
an Interim Dividend during the financial year
2026-27, with a view to appropriately balance the
interests of its shareholders with the Company’s
requirements for continued growth, expansion
and strengthening of its healthcare infrastructure.

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

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

6. SHARE CAPITAL

The Authorised Share Capital of the Company
as on March 31, 2026 is H 115,00,00,000/- (Rupees

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

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

• Updates on Utilization of funds raised
through IPO and QIP

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

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

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

7. DIRECTORS AND KEY MANAGERIAL
PERSONNELS (KMPs)

A. Composition of the Board

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

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

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

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

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

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

C. Directors liable to retire by rotation

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

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

D. Key Managerial Personnel (KMPs)

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

a. Dr. Ajay Kumar Tyagi - Whole-time Director

b. Dr. Kapil Kumar - Managing Director

c. Mr. Yatharth Tyagi - Whole-time Director

d. Mr. Amit Kumar Singh - Chief Executive
Officer

e. Mr. Pankaj Prabhakar - Chief Financial
Officer

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

Other KMPs and SMPs as appointed by the
Board of Directors

a. Mr. Nitin Gupta - President Finance and
Group Chief Operating Officer (w.e.f.
August 13, 2024)

b. Mr. Sonu Goyal - Group Chief Financial
Controller (w.e.f. August 13, 2024)

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

8. DECLARATION BY INDEPENDENT
DIRECTORS

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

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

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

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

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

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

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

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

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

10. PUBLIC DEPOSITS

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

in respect of deposits from the Public as of the date
of Balance Sheet.

11. EXTRACTS OF ANNUAL RETURN

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

12. BOARD AND COMMITTEE MEETINGS

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

13. LOANS, GUARANTEE AND INVESTMENT

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

14. PARTICULARS OF RELATED PARTY
TRANSACTION

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

omnibus approval, details of transaction entered
into was also reviewed by the Audit Committee on
a quarterly basis.

The Policy on Materiality ofRelated Party Transactions
and on dealing with Related Party Transactions is
available on the Company’s website and can be
accessed athttps://www.yatharthhospitals.com/
investors/corporate-policies.

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

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

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

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

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

A. Conservation of Energy

i. Steps taken or impact on conservation

of energy

In accordance with the provisions of
Section 134(3)(m) of the Companies Act,
2013, the Company continues to prioritize
energy conservation and sustainable

operational practices. During the year

under review, the Company undertook
various initiatives aimed at improving
energy efficiency, optimizing resource
utilization and reducing overall energy
consumption. These measures include
the use of energy-efficient LED lighting,

adoption of low power consumption
equipment and systems, optimization
of air-conditioning solutions, enabling
energy-saving modes across IT
infrastructure and increased deployment
of energy-efficient appliances.

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

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

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

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

B. Technology Absorption

1. Efforts made towards technology
absorption

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

Key technological advancements include
the installation of advanced Oncology
Equipment and PET-CT (Positron
Emission Tomography-Computed

Tomography) technology, strengthening
cancer diagnosis, staging, and treatment
planning capabilities; adoption of
Robotic-Assisted Knee Replacement

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

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

2. Benefits derived from such technology
absorption

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

C. Foreign Exchange Earnings and Outgo

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

16. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

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

17. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

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

ACHIEVEMENTS

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

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

Your Company continues its commitment
as a responsible healthcare institution by
advancing its Environmental, Social, and
Governance (ESG) agenda. Building upon
the foundations laid in previous years,
ESG principles have become increasingly
integrated into the Company’s 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 Company’s 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 Company’s strategic roadmap underscores
its commitment to long-term value creation
for all stakeholders and to positioning itself as
a responsible and forward-looking leader in the
healthcare sector.

19. CORPORATE GOVERNANCE

The Company is committed to maintain the
highest standards of corporate governance and
adhere to the corporate governance requirements
set out by SEBI. The Company has adopted the
Corporate Governance Policies and Code of
Conduct which sets out the systems, processes and
policies conforming to the international standards.
The Company believes that transparency, integrity,
accountability and fairness are fundamental to
sustainable business growth.

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

20. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the
Act read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, as amended, a statement
showing the names and other particulars of the
employees drawing remuneration in excess of
the limits set out in the said Rules are provided in
the Annual Report.

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

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

21. COMPANY''S POLICY RELATING TO
DIRECTORS APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES

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

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

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

The Nomination and Remuneration Policy is
available on the Company’s website under
the Corporate Policies section athttps://www.
vatharthhospitals.com/investors/corporate-policies .

22. STATUTORY AUDITOR

In terms of Section 139 of the Companies Act, 2013,
read with the Companies (Audit and Auditors)

Rules, 2014, Members of the Company in 18^th
Annual General Meeting held on September
30, 2025, approved the appointment of

M/s. MSKA & Associates LLP (a member firm
of BDO International), Chartered Accountants
(Firm Registration No:105047W/ W101187), as the
Statutory Auditors of the Company for a term of 5
(Five) years. The Statutory Auditors has submitted
a certificate, as required under Section 139(1) of the
Act confirming that they meet the criteria provided
in Section 141 of the Act.

Statutory Auditors'' Report

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

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, the Company had appointed M/s MKP
& Associates, Practicing Company Secretaries
(FRN: S2011HR148000) (Peer review Certificate No.
4658/2023), to undertake the Secretarial Audit
of the company.

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

Secretarial Auditors'' Report

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

Secretarial Audit Report of Material Subsidiary

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

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

24. INTERNAL AUDITOR

Pursuant to the provisions of section 138(1) of the
Act read with Rule 13 of the Companies (Accounts)
Rules, 2014, the Company has appointed
M/s Deloitte Touche Tohmatsu India LLP,

Chartered Accountant to undertake the Internal
Audit of the Company.

25. COST AUDITOR

Pursuant to section 148 (3) of the Act read with Rule
6(2) 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 2025-26. The remuneration payable
to the cost auditors is required to be ratified by the
shareholders at the AGM. Accordingly, resolution
ratifying the remuneration payable to M/s Subodh
Kumar & Co., shall be placed for the approval of the
shareholders at the ensuing AGM.

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

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

26. DETAIL OF FRAUD AS PER AUDITORS
REPORT

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

27. COMPLIANCE OF SECRETARIAL
STANDARDS

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

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the
Companies Act, 2013 (“Act”), the Company continues
to fulfil its Corporate Social Responsibility (“CSR”)
obligations. In this regard, the Company undertook
and supported various CSR initiatives across areas

such as healthcare, education, livelihood and
employability, social development etc., with a
view to contributing meaningfully towards the
well-being and sustainable development of the
communities and society at large. These activities
are in accordance with Schedule VII of the Act.

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

The Composition of CSR Committee is as under:

1. Dr. Ajay Kumar Tyagi

2. Dr. Kapil Kumar

3. Dr. Sanjeev Upadhyaya

The Annual Report on CSR activities as required
given under Section 134 and 135 of the Act read
with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Rule 9 of the
Companies (Accounts) Rules, 2014 is annexed to
this Report as Annexure- D.

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

29. INTERNAL FINANCIAL CONTROLS AND
SYSTEMS

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

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

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

30. MATERIAL CHANGES AND

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

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

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

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

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

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

Income Tax Matter

During the year under review, the Company
received orders from the Income Tax Department
releasing all provisionally attached properties and
unfreezing fixed deposits that were previously
attached pursuant to proceedings initiated
under Section 132 of the Income-tax Act, 1961. The
Company continues to extend full cooperation
to the Income Tax Authorities in the ongoing
proceedings. The details and status of the
proceedings have been appropriately disclosed in
the Notes to the Financial Statements forming part

of the Annual Report. Based on the information
currently available, the Board does not foresee any
material impact on the going concern status or
future operations of the Company.

Jhansi Orchha Hospital Matter

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

32. RISK MANAGEMENT

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

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

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

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

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

corporate-policies.

33. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

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

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

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

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

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

35. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual financial
statements for the year under reporting,

the applicable accounting standards have
been followed along with proper explanation
relating to material departures, if any;

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

c. Proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions
of the Act, for safeguarding the assets of the
company and for preventing and detecting
fraud and other irregularities;

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

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

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

36. INVESTOR RELATIONS

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

37. BOARD EVALUATION

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

The evaluation was conducted under the guidance
of the Nomination and Remuneration Committee,
based on a structured evaluation framework and
criteria approved by the Board. The assessment
covered various aspects, including the composition
and effectiveness of the Board and its Committees,
quality of strategic oversight, governance practices,
risk management and compliance oversight,

effectiveness of decision-making processes, and
the contribution and participation of individual
Directors in the discharge of their duties and
responsibilities.

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

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

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

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

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

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

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

40. GREEN INITIATIVE

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

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

unless any Member has requested for a physical
copy of the same.

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

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

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

42. ACKNOWLEDGEMENTS

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

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

By order of the Board of Directors

For Yatharth Hospital & Trauma Care Services Limited.

Dr Ajay Kumar Tyagi Mr. Yatharth Tyagi

(Chairman & Whole-time Director ) (Whole-time Director)
DIN: - 01792886 DIN: - 09322889

Date: 10.08.2026
Place: Noida

Your Directors have the pleasure of presenting the 17^th Annual Report together with the audited Statement of Accounts for the financial year ended 31^st March, 2024.

1. FINANCIAL SUMMARY

The Company’s financial performances for the year under review along with previous year’s figures are given hereunder:

(H in million)

2. STATE OF COMPANY AFFAIRS

The past fiscal year has been a period of significant progress and strategic development for your Company. We have made considerable advancements in our mission to provide high-quality healthcare services while navigating the challenges posed by the evolving healthcare landscape.

Despite a challenging economic environment, your Company has maintained a stable financial position,and recorded a turnover of H 4197.91Million during the 2023-2024 year as against H3715.14 Million in the previous financial year and the Company has earned profit after tax of H 839.94 Million as compared to the profit earned by the company of H 641.74 Million in the previous financial year.

3. RESERVES

It is not proposed to carry any amount to reserves from the profits of the Company. As a result, there

is no requirement for disclosure under Section 134 (3) (j) of the Companies Act, 2013. The decision regarding reserve treatment has been made after careful consideration of the Company’s financial position and strategic priorities.

4. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company’s dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

Further 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 Company’s 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 last year.

6. SHARES

PAID UP AND AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st March 2024 is H 115,00,00,000/-(Rupees One Hundred Fifteen Crore Only). The Paid-Up Equity Share Capital of the Company on 31^stMarch, 2024, is H85,85,02,330/- (Rupees Eighty-Five Crore Eighty Five Lakh Two ThousandThree Hundred Thirty Only).

During the current year FY 2023-24, the Company had completed its Initial Public Offer (IPO) Fresh issue of 16,333,333 Equity Shares aggregating to 4,900.00 million by our Company (“Fresh Issue”) Offer for sale of 6,551,690 Equity Shares aggregating to H 1,965.51 million by the Selling Shareholders (“Offer for Sale”). Further Company has undertaken a Pre-IPO Placement by way of private placement of 4,000,000 Equity Shares for cash at a price of H 300 per Equity Share aggregating to H 1,200.00 million, in consultation with the BRLMs, pursuant to the resolution of the Board dated July 6, 2023. The size of the Fresh Issue of Equity Shares has been adjusted to 4,900.00 million. The Company got listed on National Stock Exchange of India (“NSE”) and BSE Ltd on 7^th August 2023.

7. 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.Ajay Kumar Tyagi, Executive Director (DIN: 01792886) retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment. Necessary details for re-appointment as required under the Act, Secretarial Standard and SEBI Listing Regulations is given in the notice of 17^th Annual General Meeting.

C. Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March 2024 are:

a. Kapil Kumar - Managing Director

b. Amit Kumar Singh - Chief Executive Officer

c. Pankaj Prabhakar - Chief Financial Officer

d. Ritesh Mishra - Company Secretary and Compliance Officer

8. 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.

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.vatharthhospitals.com/investors: then go to Corporate Policies Tab.

Statement of Board of Directors

The Board of Directors of the Company are of the opinion that all the Independent Director of the Company appointed/re-appointed during the year possesses integrity, relevant expertise and experience required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

• AKS Medical & Research Centre Private Limited (WOS)

• Ramraja Multispeciality Hospital & Trauma Centre Pvt. Ltd. (WOS)

• Pristine Infracon Private Limited (WOS)

• Sanskar Medica India Limited (WOS)

10. 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.

11. EXTRACTS OF ANNUAL RETURN

The annual return of your Company as on 31^st March, 2024, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on your Company’s website https:// yatharthhospitals.com.

12. 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. The intervening gap between the Meetings were within the prescribed period.

13. 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. The Company has made the investment to acquire M/s. Pristine Infracon Private Limited, the said company owns and operates 200 bedded hospital in Faridabad, Haryana.

14. PARTICULARS OF RELATED PARTY TRANSACTION

All contracts/arrangement/transactions entered by the Company during FY 2023-24 with related parties were in compliance with the applicable provisions of the Act. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a half yearly basis.

All related party transactions entered during FY 2023-24 were on arm’s 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 Company’s website at the web link:https://www. yatharthhospitals.com/investors

No material transactions were 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. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

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

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

A) Conservation of energy

The provisions of Section 134(m) of the Companies Act, 2013 with respect to Conservation of energy applies to our Company. Proper steps have been taken by the Company for the optimal utilization of energy like installation of LED Bulbs, low electric consuming air conditioning, auto sleep mode of systems if isolate for few minutes and approach to use upto 5 star rated appliances and equipments etc.

During the year under review there has been capital investment on energy conservation. The Company has entered into an agreement with Fourth Partner Energy Private Limited and Fourth Partner Solar Power Private Limited captive user for the electricity consumption. This has been our milestone achievement towards conservation of energy.

(B) Technology absorption

During the year under review there has been significant import of new technologies like Import and installation of Onco Equipment along with PET CT Machine, Robotic-assisted surgery for knee replacement incorporatesthe placement and alignment of a knee implant with the helpof a robotic system, Davinci Robotic system to perform multiple procedures and such other high end medical equipments.

(C) Foreign Exchange Earnings and Outgo

During the financial year under review,all the foreign exchange inflow and outflow have been disclosed in the Audited Financial Statement of the Company.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for FY2023-24, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

18. STATEMENT BY DIRECTOR RESPONSIBLE

FOR THE BUSINESS RESPONSIBILITY REPORT, HIGHLIGHTING ESG RELATED CHALLENGES, TARGETS AND

ACHIEVEMENTS

We recognise that the healthcare sector has a significant environmental footprint, and we believe that adopting sustainable practices is not only essential for the environment but also contributes to long-term business success and the well-being of the larger society we serve.

We have undertaken a comprehensive approach to ESG, focusing on optimising energy consumption, water usage, responsible bio-medical waste management, achieving employee welfare through human-first policies and robust corporate governance. This multifaceted approach ensures a holistic sustainability strategy, championing Environmental, Social & Governance parameters.

Our group is committed to responsible bio-medical waste management. We closely monitor the biomedical waste generated and safely disposed as per guidelines outlined by the Government of India as per the Bio-Medical Waste Management guidelines, 2016. This rigorous monitoring ensures proper segregation, treatment, and disposal of bio-medical waste, minimising environmental and health risks.

Our directors and all our employees, including senior management, conduct themselves in accordance with the highest moral and ethical standards. We are committed to ensuring a fair workplace for our employees as well as partners with whom we do business. We have strict policies to protect against unlawful discrimination and harassment. Our Values and business principles encourage honest and direct communication to resolve issues and concerns in an expeditious manner. We also have a channel that provides an alternative and anonymous method of reporting suspected compliance violations, unlawful or unethical behavior or fraud.

Our consistent efforts reflect our commitment to sustainability, responsible management, and making a positive impact on society and the environment. As we move forward, we will continue to focus on innovation and excellence in healthcare while keeping sustainability at the heart of our operations.

19. 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.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, also forms part of this Annual Report 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.

21. COMPANY''S 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 attached as Annexure - C to this Report.

22. STATUTORY AUDITOR

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in 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 202324 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.

23. 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 annexed herewith as Annexure-D.

There is no qualification, reservation or adverse remark made by theSecretarial Auditors in the Secretarial Audit Report for the Financial Year ended March 31, 2024.

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

24. 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 Mr. Singh RK & Associates, Chartered Accountant (Certificate of Practice Number: 532096) to undertake the Internal Audit of the Company. Further the Internal Auditor resigned from being Internal Auditor w.e.f. 3^rd February 2024.

25. 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 202324. 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., Cost Accountants, (Registration No. 104250) 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 2022-23 on 3^rd October, 2023, in compliance under the Companies (Cost Records and Audit) Amendment Rules, 2014.

26. DETAIL OF FRAUD AS PER AUDITORS REPORT

No fraud has been noticed or reported in the Company by its employees and officers during the Financial Year 2023-24.

27. COMPLIANCE OF SECRETARIAL STANDARDS

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

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 alsohas in place a CSR Policy.

The Composition of CSR Committee is as under:

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 attached in Annexure-E.

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

29. INTERNAL FINANCIAL CONTROLS AND SYSTEMS

Your Company has a robust and well embedded system of internal controls. This ensures that all

assets are safeguarded and protected against loss from unauthorized use or disposition and all financial transactions are authorized, recorded and reported correctly.

The internal auditors evaluate the efficacy and adequacy of the internal control system, its compliance with operating systems and policies of the Company at all the locations of the Company. Based on the report of internal audit function, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions, thereon, are reported to the audit committee.

The Company has an effective and reliable internal financial control system commensurate with the nature of its business, size, and complexity of its operations.

This also identifies opportunities for improvement and ensures good practices are imbibed in the processes that develop and strengthen the internal financial control systems and enhance the reliability of the Company’s financial statements.

The audit committee reviews the internal audit plan, adequacy, and effectiveness of the internal control system.

30. 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

The Company on February 10^th 2024 entered into a definitive agreement with M/s Pristine lnfracon Pvt. Ltd. and its shareholders to acquire 100% equity shares of Pristine lnfracon Pvt. Ltd. On March 28^th 2024 the Company entered into share purchase agreement with M/s Pristine lnfracon Pvt. Ltd. and its shareholders to acquire 100% equity shares of M/s Pristine lnfracon Pvt.Ltd. a 200 bed hospital in the city of Faridabad, Haryana.The hospital has become operational w.e.f. May 12^th 2024.

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

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. The Income tax departmenttook data back-ups and other information. The business operations of the Company continued without any disruptions and the department has so far not raised any income tax demand. The Company shall continue to provide the required co-operation and information to the department.

32. RISK MANAGEMENT

The Company has established risk management framework that enables regular and active monitoring of business activities for identification, assessment and mitigation of potential internal or external risks. The respective functional / business head(s) are entrusted with the responsibility of identifying, mitigating and monitoring of risk in their respective areas. Risk management forms an integral part of the management and is an ongoing process integrated with the operations.

The Company has a risk management policy for identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Company’s risk management processes focus on ensuring that risks are identified promptly, and mitigation action plan is formulated and executed timely.

33. 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 2023-24.

34. DIRECTORS'' RESPONSIBILITY STATEMENT

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.

35. INVESTOR RELATIONS

Your Company always endeavours to keep the time of response to shareholder’s 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 Shareholders Grievances Committee of the Board meets periodically and reviews the status of the Shareholders Grievances.

36. BOARD EVALUATION

The Nomination and Remuneration Committee to conduct a Board evaluation for the year. The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Board. The Board evaluation process was completed during fiscal 2024. The evaluation parameters and the process have been explained in the Corporate governance report.

37. 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.

38. 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 year under review, there has been no one-time settlement of loans taken from Banks and Financial Institutions

39. 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 Company’s 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, 2024 including therein the Audited Financial Statements for the year 2023-24, the above documents are being sent only by email to the Members. This Annual Report, along with other documents, is also available on the Company’s 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 ForYatharth Hospital & Trauma Care Services Limited.

Dr Ajay Kumar Tyagi Dr. Kapil Kumar

Date: 13-08-2024. (Chairman & Whole Time Director) (Managing Director)

Place: Greater Noida DIN: - 01792886 DIN: - 01818736

DIRECTOR REPORT

To

The Member(s)

YATHARTH HOSPITAL AND TRAUMA CARE SERVICES LTD.

Your Directors have pleasure in presenting the 16^th Annual
Report together with the audited Statement of Accounts
for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The Company''s financial performances for the year under
review along with previous year''s figures are given
hereunder:

Particulars for the Year ended 31^st March, 2023
(Rs. in million)

STATE OF COMPANY AFFAIRS

The Company recorded a turnover of Rs. 3715.14 million
during the 2022-23 year as against Rs. 2985.90 million in the
previous financial year and the Company has earned profit
after tax of Rs. 641.74 million as compared to the profit
earned by the company of Rs. 420.87 million in the previous
financial year.

RESERVES

The Board of Directors has decided to retain the entire
amount of profit for Financial Year 2022-23 in the statement
of profit and loss.

DIVIDEND

The Board of Directors of your company, after considering
holistically the relevant circumstances and keeping in view
the company''s dividend distribution policy, has decided
that it would be prudent, not to recommend any Dividend
for the year under review.

WEBSITE

The Company has maintained its website
https://vatharthhospitals.com.

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
last year.

SHARES

PAID UP AND AUTHORISED SHARE CAPITAL
The Authorised Share Capital of the Company as on 31^st
March 2023 is Rs. 115,00,00,000/- (Rupees One Hundred
Fifteen Crore Only). The Paid-Up Equity Share Capital of the
Company on 31^st March, 2023, is Rs. 655169000/- (Rupees
Sixty Five Crores Fifty One Lakh Sixty Nine Thousand Only).

After end of the Financial year, the Company successfully
came out with an Initial Public Offer of equity shares of
Face Value of ^ 10 Each (“Equity Shares”) of Yatharth
Hospital & Trauma Care Services Limited (The “Company”
or the “Issuer”) for Cash at a Price of ^ 300 Per Equity Share
(Including a Share Premium Of ^ 290 Per Equity Share)
(“Offer Price”) Aggregating to ^ 6,865.51 Million (The
“Offer”) Comprising a Fresh Issue Of 16,333,333 Equity
Shares Aggregating To ^ 4,900.00* Million by the Company
(The “Fresh Issue”) and an Offer For Sale of 6,551,690 Equity
Shares Aggregating Up To ^ 1,965.51 Million By The Selling
Shareholders (The “Offer For Sale”) Comprising 3,743,000
Equity Shares Aggregating To ^ 1,122.90 Million By Vimla
Tyagi, 2,021,200 Equity Shares Aggregating To ^ 606.36
Million By Prem Narayan Tyagi And 787,490 Equity Shares
Aggregating To ^ 236.25 Million By Neena Tyagi
(Collectively “Promoter Group Selling Shareholders” And
Such Equity Shares, The “Offered Shares”). The Offer
Constituted 31.32% Of the Post-Offer Paid-Up Equity Share
Capital of Our Company.

DIRECTORS AND KEY MANAGERIAL
PERSONNAL

A. Change in Directorate

During the year under review Ms. Promila Bhardwaj (DIN:
06428534), was appointed as an Additional, Independent
Director of the Company on 22^nd October 2022. Further, she
was regularize in the EGM held on dated 05.07.2023.

In the opinion of Board Ms. Promila Bhardwaj(DIN:
06428534), Independent Director has integrity, expertise
and experience (including the proficiency) as an
independent director.

Dr. Ila Patnaik (DIN: 01890754), Independent Director of the
Company resigned from the Board of the Company w.e.f. 1^st
August 2022.

B. Directors liable to retire by rotation.

Mr. Yatharth Tyagi, Executive Director (DIN: 9322889)
retires by rotation at the ensuing AGM, being eligible,
offers himself for re-appointment. Necessary details for
re-appointment as required under the Act, Secretarial
Standard and SEBI Listing Regulations is given in the
notice of 16th AGM.

C. Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial
Personnel of the Company as on 31st March 2023 are:

a. Kapil Kumar - Managing Director

b. Amit Kumar Singh - Chief Executive Officer

c. Pankaj Prabhakar - Chief Financial Officer

d. Ritesh Mishra - Company secretary

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 inclusion of their name in the
databank of independent directors.

In the opinion of the Board, they fulfil the conditions of
independence as specified in the Act, Rules, 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

Statement of Board of Directors

The Board of Directors of the Company are of the opinion
that all the Independent Director of the Company
appointed/re-appointed during the year possesses
integrity, relevant expertise and experience required to
best serve the interest of the Company. The Independent

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

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company does not have Joint Venture and Associate
Company, but it has three Subsidiary Companies. Details of
which is enclosed as Annexure - A:

• AKS Medical & Research Centre Private Limited (WOS)

• Ramraja Multispeciality Hospital & Trauma Centre
Pvt. Ltd. (WOS)

• Sanskar Medica India Limited (WOS)

WOS: Wholly Owned Subsidiary

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.

EXTRACTS OF ANNUAL RETURN

The annual return of your Company as on 31^st March, 2023,
in accordance with Section 92(3) of the Companies Act,
2013 read with the Companies (Management and
Administration) Rules, 2014, is available on your Company''s
website https://yatharthhospitals.com.

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. The intervening gap
between the Meetings was within the prescribed period.

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, is provided in financial statements of the
Company.

PARTICULARS OF RELATED PARTY
TRANSACTION

All contracts/arrangement/transactions entered by the
Company during FY 2022-23 with related parties were in
compliance with the applicable provisions of the Act. Prior
omnibus approval of the Audit Committee is obtained for
all related party transactions which are foreseen and of
repetitive nature. Pursuant to the said omnibus approval,
details of transaction entered is also reviewed by the Audit
Committee on a quarterly basis.

All related party transactions entered during FY 2022-23
were on arm''s 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 Company''s website at the web link:
https://www.yatharthhospitals.com/investors

No material transactions were entered with related parties
referred to in sub-section (1) of section 188 during the
financial year of the Company. Accordingly, the disclosure
of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not
applicable.

Details of the transactions with Related Parties are also
provided in the accompanying financial statements.

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

The provisions of Section 134(m) of the Companies Act, 2013
with respect to Conservation of energy applies to our
Company. Proper steps have been taken by the Company
for the optimal utilization of energy like installation of LED
Bulbs, low electric consuming air conditioning, auto sleep
mode of systems if isolate for few minutes and approach to
use 5 star rated appliances and equipments etc.

During the year under review there is no capital investment
on energy conservation equipments.

(B) Technology absorption

During the year under review there is no import of
technology and expenditure on research and
development.

(C) Foreign Exchange Earnings and Outgo

During the financial year under review there was no foreign
exchange inflow and outflow.

CORPORATE GOVERNANCE AND

MANAGEMENT DISCUSSION & ANALYSIS

REPORT

The Corporate Governance and Management Discussion &
Analysis Report, which form an integral part of this Annual
Report.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required under Section 197 read with Rule
5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 with any amendments
thereto, is annexed as Annexure-B.

COMPANY’S 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, Director’s 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 attached as Annexure - C to this Report.

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
Ministry of Corporate Affairs, the requirement for
ratification of 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 2022-23 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.

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 annexed herewith
as Annexure-D. The Secretarial Audit Report is self¬
explanatory and do not call for any further comments. The
Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

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 Mr.
Singh RK & Associates, Chartered Accountant (Certificate
of Practice Number: 532096) to undertake the Internal
Audit of the Company.

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 22-23.
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., Cost Accountants, (Registration No.
104250) 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 2022-23 on 5^th October 2022, in compliance under the
Companies (Cost Records and Audit) Amendment Rules,
2014.

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 2022¬
23.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions
of the Secretarial Standards issued by the Institute of
Companies Secretaries of India.

NATURE OF BUSINESS

There is no change in the nature of business during the
period under review.

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:

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 attached in Annexure-E.

INTERNAL FINANCIAL CONTROLS AND
SYSTEMS

Your Company has a robust and well embedded system of
internal controls. This ensures that all assets are
safeguarded and protected against loss from unauthorized
use or disposition and all financial transactions are
authorized, recorded and reported correctly.

The internal auditors evaluate the efficacy and adequacy of
the internal control system, its compliance with operating
systems and policies of the Company at all the locations of
the Company. Based on the report of internal audit
function, the process owners undertake corrective action
in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective
actions, thereon, are reported to the audit committee.

The Company has an effective and reliable internal
financial control system commensurate with the nature of
its business, size and complexity of its operations.

This also identifies opportunities for improvement and
ensures good practices imbibed in the processes that
develop and strengthen the internal financial control
systems and enhance the reliability of Company''s financial
statements.

The audit committee reviews the internal audit plan,
adequacy and effectiveness of the internal control system.

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

A major highlight after the end of financial year under
review was that the Company successfully came out with
an Initial Public Offer of equity shares of Face Value of ^ 10
Each (“Equity Shares”) of Yatharth Hospital & Trauma Care
Services Limited (The “Company” or the “Issuer”) for Cash
at a Price of ^ 300 Per Equity Share (Including a Share
Premium Of ^ 290 Per Equity Share) (“Offer Price”)
Aggregating to ^ 6,865.51 Million (The “Offer”) Comprising
a Fresh Issue Of 16,333,333 Equity Shares Aggregating To ^
4,900.00* Million by the Company (The “Fresh Issue”) and
an Offer For Sale of 6,551,690 Equity Shares Aggregating Up
To ^ 1,965.51 Million By The Selling Shareholders (The “Offer
For Sale”) Comprising 3,743,000 Equity Shares Aggregating
To ^ 1,122.90 Million By Vimla Tyagi, 2,021,200 Equity Shares
Aggregating To ^ 606.36 Million By Prem Narayan Tyagi
And 787,490 Equity Shares Aggregating To ^ 236.25 Million
By Neena Tyagi (Collectively “Promoter Group Selling
Shareholders” And Such Equity Shares, The “Offered
Shares”). The Offer Constituted 31.32% Of The Post-Offer
Paid-Up Equity Share Capital Of Our Company.

The company had filed Draft Red Herring Prospectus
(DRHP) with the Securities and Exchange Board of India
(“the SEBI”) on 30.03.2022 in accordance with the Securities
and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018. The Company
filed UDRHP on 10.07.2023 to SEBI and RHP filed to ROC on

18.07.2023 Company filed the Prospectus on 30.07.2023.
The issue was open for subscription from 26.07.2023 to
28.07.2023. Pursuant to the IPO, (Pls refer prospectus as
issue include fresh and OFS) 22,885,023 equity shares were
issued and allotted to the public at price of Rs 300/- on

02.08.2023 under various Categories the Company
received listing and trading approvals from BSE Limited
(“the BSE”) and National Stock Exchange of India Ltd. (“the
NSE”) on 04.08.2023 and the equity shares were listed on
BSE and NSE on 07.08.2023. Your directors believes that
the listing of the Company would provide the right
platform to take its brand(s) to greater heights, enhance
visibility and provide liquidity to the shareholders. The
Company''s IPO received an overwhelming response and
was oversubscribed by 37 times, reflecting an investor
appetite for the issue. The Equity Shares of the Company
were listed with a substantial gain from its offer price. We
are gratified and humbled by the faith shown in the

Company by the market participants. We are also grateful
to our customers for their trust shown in our capabilities to
consistently deliver high-quality services.

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

No Significant and Material orders were passed by the
Regulators or Courts or Tribunals impacting the going
concern status and Company’s operations in future.

RISK MANAGEMENT

The Company has established risk management
framework that enables regular and active monitoring of
business activities for identification, assessment and
mitigation of potential internal or external risks. The
respective functional / business head(s) are entrusted with
the responsibility of identifying, mitigating and monitoring
of risk in their respective areas. Risk management forms an
integral part of the management and is an ongoing
process integrated with the operations.

The Company has a risk management policy for
identification of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the
company. The Company’s risk management processes
focus on ensuring that risks are identified promptly, and
mitigation action plan is formulated and executed timely.

DIVIDEND DISTRIBUTION POLICY

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 Company’s website
https://www.vatharthhospitals.com/investors

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013:

The Company has in place a Policy for prevention of sexual
harassment at the workplace in line with the requirements
of Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaint
Committee has been set up to redress complaints
regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this
policy. No complaints on issues covered by the above act
were received during the FY 2022-23.

DIRECTORS’ RESPONSIBILITY STATEMENT

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.

INVESTOR RELATIONS

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

Other Disclosures:

i. 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.

ii. 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 year
under review, there has been no one time settlement of
loans taken from Banks and Financial Institutions

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 Company’s 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 16th AGM and the
Annual Report of the Company for the financial year ended
31st March, 2023 including therein the Audited Financial

Statements for the year 2022-23, the above documents are
being sent only by email to the Members. This Annual
Report, along with other documents, is also available on
the Company''s website at https://yatharthhospitals.com.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the year
under review. Your Directors also acknowledges gratefully
the shareholders for their support and confidence reposed
on your Company.

By order of the Board of Directors
For Yatharth Hospital & Trauma Care Services Ltd.

Sd/- Sd/-

Dr Ajay Kumar Tyagi Dr. Kapil Kumar

(Chairman & Whole Time Director) (Managing Director)
DIN: - 01792886 DIN: - 01818736

Date : 04.09.2023

Place : Greater Noida West