Directors Report of Healthcare Global Enterprises Ltd.

Mar 31, 2025

Your Directors are pleased to present the Twenty Seventh Annual Report of your Company "Healthcare Global Enterprises Limited"
together with the audited standalone and consolidated financial statements and the auditors’ report thereon for the financial year
ended March 31, 2025.

1. Financial Highlights:

The highlights of standalone and consolidated financial results of your Company and its subsidiaries are as follows:

Consolidated	2024-25	2023-24
Income from operations including income from Govt. Grants	22,228.50	19,121.19
Total Expenditure excluding Depreciation, Interest cost, Tax and Exceptional items	18,355.66	15,825.33
Profit including income from Govt. Grant and before other income, Depreciation, Interest cost, Tax and Exceptional items	3,872.84	3,295.86
Other income	348.14	169.42
Depreciation, Finance Charges and Exceptional items	3,659.05	2,791.87
Share of (loss) of equity accounted investees	7.71	3.88
Profit before tax	569.64	677.29
Profit after tax attributable to the owners of the Company	444.10	481.55

Standalone	2024-25	2023-24
Income from operations including income from Govt. Grants	12,804.89	11,742.83
Total Expenditure excluding Depreciation, interest cost, tax and exceptional items	10651.73	9,700.67
Profit including income from Govt. Grant and before other income, Depreciation, Interest cost, Tax and Exceptional items	2,153.16	2,042.16
Other income	346.13	125.75
Depreciation, Finance Charges and Exceptional items	2,303.49	1,630.87
Profit before tax	195.80	537.04
Profit after tax	35.27	328.00

2. Performance Overview:

The standalone and consolidated financial statements for
the financial year ended March 31, 2025, forming part of this
Annual Report, have been prepared in compliance with the
applicable provisions of the Companies Act, 2013 (‘the Act”),
Indian Accounting Standards (“Ind-AS”) and Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”).

Consolidated Operations:

The consolidated income from operations including income
from government grant for FY 2024-25 was INR 22,228.50
million as compared to INR 19,121.19 million in the
previous fiscal year, reflecting an increase of INR 3,107.31
million with year-on-year increase of 16.25%. EBITDA in
FY 2024-25 was INR 3,872.84 million as compared to INR
3,295.86 million in FY 2023-24, reflecting year-on-year
increase of INR 576.98 million. EBITDA margin for the
year was 17.42% as compared to 17.24% in FY 2023-24,
reflecting a sustained margin. Profit after tax in the current
fiscal year was INR 441.10 million as compared to INR
481.55 million in FY 2023-24.

Standalone Operations:

The standalone income from operations including
government grants for FY 2024-25 was INR 12,804.89
million as compared to INR 11,742.83 million for the
previous financial year, reflecting an increase of 9.04%.
Our EBITDA before exceptional items for FY 2024-25 was
INR 2,153.16 million with EBITDA margin of 16.82% as
against INR 2,042.16 million for FY 2023-24 with EBITDA
margin of 17.39%.

For more information on Performance and state of affairs
for the Company and its subsidiaries, please refer to the
Financial and Operating Highlights in the Management
Discussion and Analysis Report.

3. Business and Strategy:

3.1 Business:

The Company is a leading provider of super specialty
healthcare services in India, with a strategic focus on
oncology. Under the “HCG” brand, we operate India’s
largest private cancer care network in terms of the number

of comprehensive cancer centres. Under the “Milann”
brand, we also deliver advanced fertility solutions through
a network of dedicated centres primarily based out of
Bangalore which constitutes about 3% of our business.

Within our HCG network, we have established a reputation
for clinical excellence supported by cutting-edge
technologies and standardized protocols. Our Specialist
Physicians follow multi-disciplinary approach for cancer
diagnosis and treatment leveraging cutting edge advanced
diagnostic and treatment technology, such as molecular
pathology and molecular imaging for precise diagnosis
and staging of cancer. These tools enable personalized
treatment plans tailored to each patient’s clinical needs. We
also offer targeted nuclear medicine therapies and state-
of-the-art radiation techniques, designed to minimize side
effects and enhance clinical outcomes. By ensuring the
deployment of these advanced technologies across our
network, we are able to deliver uniform quality of care to
patients across geographies.

The scale of our operations, with a high volume of patient
cases, enables us to derive economies of scale through
optimal utilization of our equipment, technologies, and
specialist expertise. This operational efficiency, combined
with a scalable business model, positions us to deliver
high-quality healthcare services within a competitive
cost structure.

Our commitment to consistent and superior clinical
outcomes is underpinned by standardized clinical protocols
that guide diagnosis and treatment across our network.
Continuous mapping of clinical outcomes and the ongoing
refinement of HCG treatment guidelines have driven the
standardization of clinical pathways, resulting in sustained
improvements in clinical departments’ performance. Our
reputation for clinical excellence, combined with advanced
training programs and exposure to global best practices,
enables us to attract and retain highly skilled physicians
and clinical specialists, a key differentiator in a competitive
industry landscape.

Under the “Milann” brand, we operate a network of fertility
centres that provide comprehensive reproductive medicine
services, including assisted reproduction, gynecological
endoscopy, and fertility preservation. Similar to our
oncology business, Milann centres follow established
clinical protocols and adopt a multidisciplinary, technology-
focused approach to diagnosis and treatment, ensuring
consistent quality of care and clinical success.

As of March 31, 2025, the HCG network comprised 22
comprehensive cancer centres (including our international
centre in Kenya) and 3 multispecialty hospitals across
India. In addition, under the Milann brand, we operated
6 fertility centres. Our comprehensive cancer centres
integrate expertise, technology, and advanced facilities
under one roof, enabling effective diagnosis, treatment,
and management of cancer cases. The details of our cancer
centres, fertility centres, and facilities under development,
together with our service offerings, are provided in the

Management Discussion and Analysis Report forming part
of this Annual Report.

As a group, we remain committed to advancing clinical
excellence, technological innovation, and patient-centric
care, ensuring that we continue to set benchmarks in
specialty healthcare delivery in India and beyond.

3.2 Strategy:

Our strategy is centered on driving sustainable and
profitable growth through disciplined, capital-efficient
investments that maximize returns while minimizing risk.
By strengthening our competitive advantage, expanding
access through differentiated offerings, and leveraging
technology and clinical excellence, we are building scalable
models that ensure long-term value creation. With a clear
vision to be the market leader in every geography we
operate, we remain committed to operational excellence,
patient-centric innovation, and strategic expansion that
balances growth with profitability.

Our strategy, includes, inter alia:

a)    Expand the reach of our cancer care network in India:

We are steadfastly pursuing growth across India
by establishing new HCG cancer centres and
augmenting the capacity and service offerings
at existing locations. We carry out competitive
assessment of the markets in which HCG plans to
expand the network, based on a number of factors,
including the estimated incidence of cancer in the
primary and secondary catchment population, the
number of comprehensive cancer centres, if any, in
the catchment; the average distance patients have
to travel to avail of such comprehensive cancer care;
affordability of healthcare generally and cancer care in
particular; and the available third party payer options,
whether corporate, government or private insurance.

In Bengaluru, HCG is launching two advanced
comprehensive cancer centres in Whitefield and North
Bengaluru, bringing an additional 150 beds by early
2026. These will complement our flagship KR Road
and Double Road centres and reduce travel time for
patients through expanded day-care facilities. The
North Bengaluru facility introduces the MRI-linear
accelerator (MR LINAC) system—a pioneering radiation
technology that merges MRI and linear accelerator
functions to enhance precision and outcomes.

In Ahmedabad, the HCG Aastha Cancer Centre has
undergone a transformative expansion to 217 beds—
inclusive of surgical ICUs, medical ICUs, daycare bays,
pre-/post-op units, and a Bone Marrow Transplant
(BMT) section. The facility now features Gujarat’s
first TomoTherapy unit, robotic surgical systems,
and scalp cooling therapy, dramatically expanding
access and improving oncology care in the region.
This expansion is expected to drive a 30-40% rise
in patient footfall, catering to over 55,000 outpatient
visits and 9,000 inpatient admissions annually.

HCG also executed a strategic acquisition of a 51%
stake in Mahatma Gandhi Cancer Hospital & Research
Institute (Vizag Hospital) in Visakhapatnam, Andhra
Pradesh. Vizag Hospital, renowned for its strong regional
presence, adds 196 operational beds, 2 LINAC machines,
a PET-CT scanner, robotics surgery system, and a Bone
Marrow Transplant unit to HCG’s network. This move
significantly boosts HCG’s leadership in Eastern India.

Together, these expansions and strategic acquisitions
enhance our responsiveness to India’s profound
demand-supply gap in oncology infrastructure,
particularly amid projections of rising cancer
incidence and required treatment capacity.

b)    Strengthen our HCG brand to reach more cancer
patients:

Our HCG brand remains a powerful differentiator
in the Indian oncology landscape, driven by
technological excellence, strategic expansion, and
high clinical standards.

We actively foster patient support groups, particularly
involving cancer survivors, to raise awareness of
cancer screening and educate communities about
treatment options and outcomes. These programs
reinforce our commitment to public health, empathy,
and community engagement.

Moreover, initiatives like reducing patient travel
through hub-and-spoke day-care facilities are part
of our broader strategy to enhance accessibility and
deepen brand presence in local communities.

c)    Technology adoption and strengthening our
information technology infrastructure:

HCG continues its legacy as a technology leader
in oncology care, pioneering and integrating next-
generation diagnostic and treatment modalities
to elevate both patient outcomes and operational
efficiency. In all its years of working in this field,
HCG has led the march against cancer and set
benchmarks in the industry, by introducing many new
technologies, highly useful in increasing accuracy and
saving time. Cancer care is an important area in health
care, and we aim to lead with our strong framework
and technology infrastructure.

Among many other cutting edge technologies, our
centres are equipped with advanced technologies
such as CyberKnife, Digital PET-CT, TomoTherapy,
MR-LINAC system.

The expanded Ahmedabad facility features not only
TomoTherapy, robotic surgical systems, and scalp
cooling therapy, but also expanded patient support
including genetic counselling, international services,
home and palliative care, and peer support.

On the information technology front, HCG continues
to invest in a robust private-cloud infrastructure,
integrating centralized EMR, HIS, and ERP
systems, enabling seamless care coordination,
protocol refinement, research capabilities including
longitudinal studies and biorepository integration—
and establishing HCG as a partner of choice for
academic and clinical research.

This integrated and technologically advanced
infrastructure strengthens our ability to standardize
care pathways, derive insights from clinical
outcomes, and reinforce our leadership in precision-
guided oncology.

To improve operational efficiency, enhance patient
follow-up, boost sales productivity, and foster
deeper engagement with patients throughout their
cancer management journey, we have significantly
strengthened our technology ecosystem. This
includes the deployment of an advanced Customer
Relationship Management (CRM) platform to
streamline interactions and track patient needs;
a dedicated Patient Application that empowers
patients with access to treatment schedules,
reminders, and educational resources; a Doctor’s
Application designed to support clinicians with real¬
time patient insights and coordination tools; and a
technology-driven Call Centre that ensures timely
outreach, counselling, and continuous support.
Together, these innovations create an integrated,
patient-centric digital framework that improves care
continuity, strengthens communication, and drives
measurable business productivity.

d) Building India's strongest community of Oncology
experts

HCG’s Comprehensive Cancer Care (CCC) ecosystem
attracts the best medical talent by offering clinicians
access to advanced technologies, complex cases,
state-of-the-art infrastructure, and large patient
volumes that enrich their expertise. Our doctors
actively engage in national tumor boards and
advanced clinical programs, enabling them to deliver
affordable and accessible cancer care. The platform
provides opportunities for sub-specialization,
adoption of advanced treatment techniques, and
participation in academics, clinical trials, and research,
with strong mentorship and research grants available
through India’s largest oncologist community. The
combined strength of HCG and its clinicians ensures
higher patient inflow, translating into superior
professional growth, research opportunities, and
financial rewards making HCG a destination of choice
for top oncology talent.

4.    Management Discussion and Analysis Report:

In terms of Regulation 34 of Listing Regulations, the
Management Discussion and Analysis Report (MD&A)
on the Company’s financial and operational performance,
industry trends, business outlook and initiatives and
other material changes with respect to the Company and
its subsidiaries, wherever applicable, are presented in
separate section which forms part of the Annual Report.
The MD&A Report provides a consolidated perspective of
economic, social and environmental aspects material to its
strategy and its ability to create and sustain value to your
Company’s key stakeholders.

5.    Transfer to Reserves and Surplus/Retained
Earnings:

The movements in reserves and surplus/retained earnings
are available in the Statement of Changes in Equity, which
forms part of the financial statements.

6.    Dividend:

The Company continues to evaluate growth opportunities
through strategic investments to strengthen its market
position. With increasing consolidation in the Indian
healthcare sector, the landscape presents both challenges
and opportunities, making it imperative for the Company
to actively pursue organic and inorganic growth avenues.
Achieving sustainable and consistent growth over the
coming years, while further consolidating the Company’s
competitive position, remains a key strategic objective.

In alignment with this growth strategy and the long¬
term interests of shareholders, the Board of Directors

has resolved to retain the profits for reinvestment into
the business and, accordingly, has not recommended any
dividend for the financial year under review.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has adopted a Dividend Distribution Policy,
which outlines the parameters and guiding principles
that the Board considers while determining dividend
declarations or deciding to retain profits for future growth
initiatives. The said policy is hosted on the website of the
Company at https://www.hcgoncology.com/corporate-
governance under the tab policies and guidelines.

7.    Transfer of unpaid and unclaimed amount to
IEPF:

In accordance with the provisions of Section 124(5) of the
Companies Act, 2013, any dividend or refund of share
application money that remains unpaid or unclaimed for
a period of seven years from the date of its transfer to
the unpaid dividend or unclaimed account is required to
be transferred to the Investor Education and Protection
Fund (IEPF), established by the Central Government under
Section 125 of the Act. During the year under review, no
amount was due for transfer to the IEPF.

8.    Consolidated financial statements:

In accordance with the Companies Act, 2013 and the
Companies (Indian Accounting Standards), Rules, 2015,
the Company has been following the Indian Accounting
Standards (Ind AS) for preparation of its financial
statements from April 1, 2016. The audited consolidated
financial statements are provided in the Annual Report.

9. Subsidiaries and Associates:

As on March 31, 2025, the Subsidiaries, Associates and Joint Venture Companies of the Company are as under:

 

Sr. No.	Name of the entity	Country of Incorporation	Primary business activity for which it was formed	% of ownership held by the Company as at March 31, 2025
1	HCG Medi-Surge Hospitals Private Limited	India	Cancer Care	74.00%
2	Malnad Hospital & Institute of Oncology Private Limited	India	Cancer Care	70.25%
3	HealthCare Global Senthil Multi Specialty Hospitals Private Limited	India	Cancer Care	100.00%
4	Niruja Product Development and Healthcare Research Private Limited	India	Research and Development	100.00%
5	BACC Health Care Private Limited	India	Fertility	100.00%
6	Suchirayu Health Care Solutions Limited	India	Multi-Speciality	78.60%
7	Nagpur Cancer Hospital & Research Institute Private Limited	India	Cancer Care	100.00%
8	Vizag Hospital and Cancer Research Centre Pvt. Ltd.	India	Cancer Care	51.00%
9	Vizag Hospital & Cancer Research Centre (Jharsuguda) Private Limited (Subsidiary of Vizag Hospital and Cancer Research Centre Pvt. Ltd.) (step-down subsidiary)	India	Cancer Care	100.00%*
10	Vizag Hospital & Cancer Research Centre (Odisha) Private Limited (Subsidiary of Vizag Hospital and Cancer Research Centre Pvt. Ltd.) (step-down subsidiary)	India	Cancer Care	98.37%*

 

Sr. No.	Name of the entity	Country of Incorporation	Primary business activity for which it was formed	% of ownership held by the Company as at March 31, 2025
11	HealthCare Diwan Chand Imaging LLP	India	Radiology/ Imaging	75.00%
12	HCG Oncology Hospitals LLP (formerly known as APEX HCG Oncology Hospitals LLP)	India	Cancer Care	100.00 %
13	HCG NCHRI Oncology LLP (along with the shareholding of Nagpur Cancer Hospital & Research Institute Private Limited)	India	Cancer Care	100.00%
14	HCG Oncology LLP	India	Cancer Care	74.00%
15	HCG Kolkata Cancer Care LLP (formerly known as HCG EKO Oncology LLP)	India	Cancer Care	100.00%
16	HCG Manavata Oncology LLP	India	Cancer Care	51.00%
17	HCG Rajkot Hospitals LLP (formerly known as HCG SUN Hospitals LLP)	India	Health Care	100.00%
18	HCG (Mauritius) Pvt. Ltd. (along with the shareholding of Niruja Product Development and Healthcare Research Private Limited)	Mauritius	Health Care	100.00%
19	Healthcare Global (Africa) Pvt. (Wholly Owned Subsidiary of HCG (Mauritius) Pvt. Ltd.) (step-down subsidiary)	Mauritius	Health Care Services	100.00%
20	HealthCare Global (Uganda) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd) (step-down subsidiary)	Uganda	Cancer care	100.00%
21	HealthCare Global (Kenya) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd) (step-down subsidiary)	Kenya	Cancer care	100.00%
22	HealthCare Global (Tanzania) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd) (step-down subsidiary)	Tanzania	Cancer care	100.00%
23	Cancer Care Kenya Limited (Subsidiary of HealthCare Global (Kenya) Private Limited) (step-down subsidiary)	Kenya	Cancer care	81.63%
24	Advanced Molecular Imaging Limited (HealthCare Global (Kenya) Private Limited holds 50% of the share capital)	Kenya	Production of Fluro Deoxi Glucose (FDG)	50.00%

 

As on March 31, 2025, none of the companies other than
HCG Medi-Surge Hospitals Private Limited is a Material
Subsidiary, within the meaning of Material Subsidiary as
defined under the Listing Regulations, as amended from
time to time. The Company has also formulated a policy for
determining material subsidiaries. The said policy is also
available on the website of the Company at https://www.
hcgoncologv.com/corporate-governance under the tab
policies and guidelines.

During the year, the Board of Directors reviewed the
affairs of the subsidiaries. Pursuant to the provisions of
Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of the financial statements
of the Company’s subsidiaries and associates in Form AOC-
1, forms part of this Report and is attached as Annexure
4. Pursuant to Section 129 of the Companies Act, 2013,
the consolidated financial statements of the Company,

prepared in accordance with the relevant accounting
standards specified under Section 133 of the Companies
Act, 2013 read with the Rules made thereunder, forms
part of this Annual Report.

Further, pursuant to the provisions of Section 136 (1) of
the Companies Act, 2013:

a)    The Annual Report of the Company, containing
therein its standalone and consolidated financial
statements, is placed on the website of the Company,
i.e., https://hcgoncology.com/annual-reports/.

b)    The audited financial statements of subsidiary
companies /LLPs together with related information
and other reports of each of the subsidiary companies
/LLPs would be placed on the website of the Company
https://hcgoncology.com/annual-reports/.

10. Acquisitions, Divestments, Investments

10.1 Acquisition of majority shareholding in Vizag Hospital
and Cancer Research Centre Private Limited (“Vizag
Hospital”):

The Company, on June 28, 2024, has signed (i) Share
Purchase Agreement (“SPA”) with Vizag Hospital and
Cancer Research Centre Private Limited (“Vizag Hospital”)
and its selling shareholders (“Selling Shareholders”), and
(ii) Shareholders’ Agreement (“SHA”) with Vizag Hospital
and its continuing shareholders (“Continuing Shareholders”)
with respect to (1) upfront acquisition of 51% equity
share capital of Vizag Hospital by the Company, from the
Selling Shareholders, subject to fulfilment of the terms and
conditions of the SPA and (2) balance acquisition of up to
49% of equity share capital in Vizag Hospital in tranches,
in accordance with and subject to the terms of the SPA and
the SHA. The Board of Directors of the Company, at their
meeting held on July 02, 2024, has approved the acquisition,
subject to fulfilment of the terms and conditions of the SPA.

The acquisition of 51% (fifty-one percent) of equity share
capital of Vizag Hospital was completed on October 2, 2024
(“First Closing Date”) and within 18 (eighteen) months
of the First Closing Date (“Second Closing Date”), the
Company shall acquire a further 34% (thirty-four percent)
of the equity share capital of Vizag Hospital. Balance 15%
(fifteen) of the equity share capital in Vizag Hospital to be
acquired in accordance with the provisions of the SHA.

The cost of acquisition of 51% (fifty-one percent) of the
equity share capital of Vizag Hospital was INR 2,076
Million. The cost of acquisition of an additional 34%
(thirty-four percent) of the equity share capital of Vizag
Hospital shall be INR 1,550 Million (approx.) payable to
the Selling Shareholders, in accordance with and subject
to the terms of the SPA. Further, the cost of acquisition of
additional 15% (fifteen percent) of the equity share capital
of Vizag Hospital will be based on the valuation principles
in accordance with and subject to the terms of the SHA.

Consequent to the acquisition of Vizag Hospital, two of
its subsidiaries, Vizag Hospital & Cancer Research Centre
(Jharsuguda) Private Limited and Vizag Hospital & Cancer
Research Centre (Odisha) Private Limited have become
the step-down subsidiaries of the Company.

Vizag Hospital owns and operates a comprehensive
cancer care hospital in the city of Vishakhapatnam, Andhra
Pradesh, with a well-built hospital infrastructure, having
196 operational beds facility, led by Dr. Murali Krishna
Voonna, a renowned onco-surgeon. This acquisition
would help the Company to secure leadership in a
highly attractive micro-market, enhance operational and
clinical synergies, unlock capacities, and strengthen the
Company’s market positioning.

10.2    Acquisition of the oncology business located at
Nagpur, from HCG NCHRI Oncology LLP, its wholly
owned subsidiary:

The Company has executed Business Transfer Agreement
on November 09, 2024 (“BTA”), with HCG NCHRI Oncology
LLP, a wholly owned subsidiary, for the acquisition of the
oncology business of HCG NCHRI Oncology LLP, located
at Nagpur, on a slump sale basis, for a consideration not
exceeding INR 25 Crores, determined as on the effective
date of transfer, being December 01, 2024. In order to
enhance business synergy and efficiency in terms of
operating model, the Company has decided to pursue
the acquisition of this business undertaking. This would
result in the reorganization of the Company structure
and its subsidiaries, to simplify the complex organization
structure, with assets used in providing services, housed in
different entities in the group.

10.3    Transfer of diagnostic business under the brand name
“Triesta” and the PET-CT and Cyclotron business
located at Chennai, to HCG NCHRI Oncology LLP, its
wholly owned subsidiary:

The Company has executed Business Transfer Agreement
on November 09, 2024 (“BTA”), with HCG NCHRI
Oncology LLP, its wholly owned subsidiary (“Buyer”) for
the transfer of its diagnostic business under the brand
name “Triesta” and the PET-CT and Cyclotron business
located at Chennai, on a slump sale basis, effective from
December 01, 2024, for a consideration not exceeding INR
135 Crores, determined as on the effective date of transfer.
The transfer of the business undertaking was pursued
to unlock the value of services offered with differential
focus and to foster accelerated growth by leveraging
opportunities other than captive business.

There were no other entities that became subsidiaries,
associates during the Financial Year.

Except as stated above, no other companies have become
or ceased to be its subsidiaries, joint ventures or associate
companies during the year.

11. Public deposits:

Your Company has not accepted any deposits from public
in terms of Section 73 and 74 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014;
and as such, no amount on account of principal or interest
on public deposits was outstanding as on the date of
the balance sheet. Therefore, details related to deposits
covered under Chapter V of the Companies Act, 2013,
which are not in compliance with the said Chapter, are
not applicable.

12.    Particulars of loans, guarantees or investments
under Section 186 of the Companies Act, 2013:

Pursuant to Section 186 of the Companies Act, 2013 and
Schedule V of Listing Regulations, disclosure on particulars
relating to loans/advances given, guarantees provided and
investments made are provided as part of standalone
financial statements of the Company.

13.    Related party transactions:

In line with the requirements of the Companies Act, 2013
and Listing Regulations, your Company has formulated a
policy on related party transactions. This policy intends
to ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the
Company and related parties.

All related party transactions are placed before the Audit
Committee for review and approval. Prior omnibus approval
is obtained for related party transactions on yearly basis
for transactions which are of repetitive nature and entered
in the ordinary course of business.

A statement giving details of all related party transactions,
entered pursuant to the omnibus approval so granted, is
placed before the Audit Committee for their review, on a
quarterly basis. The policy on related party transactions
has been hosted on the Company’s website https://www.
hcgoncology.com/policiesandguidelines/ in terms of the
Listing Regulations relating to Corporate Governance.

All related party transactions are undertaken at arm’s
length, in the ordinary course of business, and at fair value,
except for the transfer of the oncology business of HCG
NCHRI Oncology LLP (a wholly owned subsidiary) to the
Company, which, in compliance with applicable laws, was
carried out other than at fair value. Please refer to Form
AOC-2 annexed herewith as Annexure-8. No material
related party transactions were entered into by your
Company during the year.

Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the reports on related party
transactions with the Stock Exchanges.

14.    Disclosure under Foreign Exchange Management
(Non- Debt Instrument) Rules, 2019 (“NDI Rules”):

The Company, pursuant to the preferential allotment of shares
to Aceso Company Pte. Ltd., Singapore (“Aceso”), and further
acquisition of shares of the Company by Aceso through open
offer, has become a foreign owned and controlled company
under Foreign Exchange Management (Non- Debt Instrument)
Rules, 2019 (“NDI Rules”) and other applicable laws, on
September 08, 2020. The Company has complied with all the
provisions relating to the same during the financial year.

The Company has also obtained the Statutory Auditor’s
certificate as required under NDI Rules.

15. Change in control and Open Offer:

On February 23, 2025, the Company executed a Share
Purchase Agreement (“SPA”) with Aceso Company Pte.
Ltd. (“Seller”), Hector Asia Holdings II Pte. Ltd. (“Purchaser
1”), and KIA EBT II Scheme 1 (“Purchaser 2”) (Purchaser
1 and Purchaser 2 collectively, the “Purchasers”), as
subsequently amended, for the sale of up to 54% (fifty-four
percent) of the diluted voting share capital of the Company
by the Seller to the Purchasers. Pursuant to the SPA,
the Purchasers agreed to acquire from the Seller, in two
tranches, such number of equity shares of the Company
(“Sale Shares”) aggregating up to 54% (fifty-four percent)
of the diluted voting share capital of the Company, subject
to the terms and conditions set forth therein. The first
tranche contemplated an upfront acquisition, subject
to satisfaction of the conditions precedent specified in
the SPA, of equity shares equivalent to 51% (fifty-one
percent) of the diluted voting share capital of the Company
(“First Tranche Shares”). In the event that the number of
equity shares validly tendered and accepted by Purchaser
1 under the open offer, made pursuant to the Securities
and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 (“SEBI SAST
Regulations”), did not result in the Purchasers holding
an aggregate of 54% (fifty-four percent) of the diluted
voting share capital of the Company, the Purchasers
were obligated, in accordance with the SPA, to acquire
additional Sale Shares (“Second Tranche Shares”) from the
Seller to achieve such aggregate shareholding.

Pursuant to the SPA, on May 30, 2025, the Seller
completed the transfer of 7,16,77,991 equity shares to
Purchaser 1 and 2,50,044 equity shares to Purchaser 2,
aggregating to 51.59% (fifty-one point five nine percent)
of the total outstanding equity share capital of the
Company, thereby resulting in a change in control of the
Company. Consequently, the Seller was reclassified from
the “Promoter” category to the “Public” category, and
the Purchasers were classified as “Promoters”/members
of the “Promoter Group” of the Company in accordance
with Regulation 31A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI LODR
Regulations”), with effect from May 30, 2025.

The Company on February 23, 2025, had also executed
a Promoter Agreement, (and subsequently amended),
between the Purchasers and the BSA Promoter Group
(comprising Dr. B.S. Ajaikumar, Ms. Bhagya A. Ajaikumar,
Ms. Anjali Ajaikumar Rossi, Ms. Aagnika Ajaikumar, and
Ms. Asmitha Ajaikumar), to record the inter-se rights
and obligations of the parties (“Promoter Agreement”)
as promoters of the Company. Upon consummation of
the transfer of the First Tranche Shares under the SPA,
Purchaser 1 acquired sole control over the Company with
effect from May 30, 2025.

Further, on February 23, 2025, the Company, the Seller,
and Dr. B.S. Ajaikumar executed a Termination Agreement,
thereby terminating the Investment Agreement dated June
4, 2020, as amended. Such termination became effective

May 30, 2025, upon completion of the transfer of the Sale
Shares by the Seller to the Purchasers.

The execution of the SPA and the Promoter Agreement
triggered an obligation on Purchaser 1, along with
persons acting in concert with it, to make an open offer in
accordance with the SEBI SAST Regulations. Accordingly,
Kotak Mahindra Capital Company Limited, acting as
the Manager to the Open Offer pursuant to Regulation
14(2) of the SEBI SAST Regulations, announced an open
offer for the acquisition of up to 3,70,90,327 (three crore
seventy lakh ninety thousand three hundred and twenty-
seven) equity shares of the Company, having a face value
of INR 10 each, representing 26% (twenty-six percent)
of the expanded voting share capital, at a price of INR
504.41 (Rupees five hundred four and paise forty-one) per
equity share, aggregating to a total consideration of INR
1,870,87,31,842.07 (Rupees one thousand eight hundred
seventy crore eighty-seven lakh thirty-one thousand eight
hundred and forty-two and paise seven), payable in cash
(“Open Offer”). In connection therewith, Kotak Mahindra
Capital Company Limited, on behalf of the Purchaser 1
(Acquirer), along with persons acting in concert with the
Acquirer, filed the Draft Letter of Offer dated March 10,
2025, followed by the Letter of Offer dated July 10, 2025,
with the Securities and Exchange Board of India.

In accordance with the requirements of the SEBI SAST
Regulations, the Board of Directors of the Company
constituted a Committee of Independent Directors,
comprising of Mr. Pradip Kanakia (Chairperson of
the Committee), Ms. Geeta Mathur, Mr. Rajagopalan
Raghavan, and Mr. Rajiv Maliwal, to evaluate the Open
Offer and provide its written recommendation thereon.
The Committee, after due consideration, opined that the
Open Offer price was in compliance with the SEBI SAST
Regulations and was fair and reasonable. The Committee’s
recommendation was duly filed with SEBI, the stock
exchanges, and other relevant authorities. As of the date
of this Report, the Acquirer is in the process of completing
the Open Offer formalities in accordance with the SEBI
SAST Regulations.

16. Share Capital as on March 31, 2025:

16.1    Authorized Share Capital: As on March 31, 2025,
the authorized share capital of the Company is INR
200,00,00,000 consisting of 20,00,00,000 equity shares
of INR 10 each.

16.2    Issued, Subscribed and Paid-up Share capital:

The Issued, Subscribed and Paid-up Share Capital of
the Company has increased from INR 139,28,96,870
consisting of 13,92,89,687 equity shares of INR 10 each
as on March 31, 2025 to INR 139,41,53,700 consisting of
13,94,15,370 equity shares of INR 10 each, on account of
the following allotments of securities made by the Board of
Directors of the Company during the year.

The Board of Directors of the Company has allotted: (a)
28,255 equity shares on May 29, 2024, (b) 30,000 equity
shares on June 26, 2024, (c) 38,791 equity shares on

August 08, 2024, (d) 15,999 equity shares on November
09, 2024, and (e) 12,638 equity shares on February 14,
2025, upon exercise of ESOPs by the employees as per
HCG ESOS 2014 and HCG ESOS 2021.

Your Company has not issued shares with differential
voting rights and sweat equity shares during the
year under review.

17.    Declaration by Independent Directors:

The Company has received the requisite declarations from
each Independent Director, pursuant to Section 149(7)
of the Companies Act, 2013, confirming that they meet
the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 read with Schedule
IV of the Act and Regulation 16(1)(b) of the Listing
Regulations. These declarations have been duly noted and
placed on record by the Company. In the opinion of the
Board, the Independent Directors satisfy the conditions
of independence specified under the Companies Act,
2013, including the relevant Schedules and Rules framed
thereunder, as well as the Listing Regulations, and are
independent of the management.

For the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014, the Board is of the view that the
Independent Directors possess the requisite qualifications,
experience (including proficiency), and expertise, and
uphold the highest standards of integrity. A detailed list
of the key skills, expertise, and core competencies of the
Board, including those of the Independent Directors, is
provided in the Corporate Governance Report forming part
of this Annual Report.

18.    Annual Return:

The Annual Return of your Company as on March 31,
2025, in Form MGT- 7 as provided under sub-section (3)
of Section 92 of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration) Rules,
2014 is available on the website of the Company at https://
hcgoncologv.com/annual-reports/.

19.    Board of Directors:

19.1 Composition of Board of Directors

Our Board comprises of directors with a broad range of
skills, experience, backgrounds and perspectives. This mix
of skills, knowledge and experience enriches the Board
discussion and contribute towards a high performing and
effective Board.

As on March 31, 2025, the composition of your
Company’s Board has an ideal combination of Executive,
Non-Executive and Independent Directors and thereby
ensuring separation of management and governance
while maintaining its independence. In compliance
with the terms of the Listing Regulations, Independent
Directors constitute 50% of the Board strength including
an independent woman director.

Type of Directorship	No. of Directors	% of Board strength
Executive Directors	2	25%
Non-Executive Non-Independent Directors (Nominee Directors of Aceso Company Pte Limited, Promoter)	2	25%
Independent Directors	4	50%
Total	8	100%

 

All four Independent Directors are free from any business,
financial, or other relationships that could, in any way,
materially affect their independent judgment and meet
the criteria of independence as prescribed under the
Companies Act, 2013 and the Listing Regulations. The
Company also has two women Directors on its Board —
one serving as an Independent Non-Executive Director
and the other as a Whole-Time Director. Detailed profiles
of these Directors form part of the Annual Report.

19.2    Directors appointed during the financial year:

During the financial year under review, there were no new
appointments to the Board of Directors of the Company.
The following re-appointments were approved by the
Board and shareholders of the Company.

(a)    Ms. Geeta Mathur has been re-appointed as an
Independent Non-Executive Director with effect from
June 17, 2024, for a term of 5 years.

(b)    Mr. Rajagopalan Raghavan has been re-appointed as
an Independent Non-Executive Director with effect
from August 12, 2024, for a term of 5 years.

(c)    Mr. Pradip Kanakia has been re-appointed as an
Independent Non-Executive Director with effect from
February 10, 2025, for a period of 5 years.

19.3    Directors resigned/ceased to be directors during the
financial year:

The following directors have resigned/ceased to be
directors during the financial year:

a)    Mr. Jeyandran Venugopal, Independent and Non¬
Executive Director, tendered his resignation from
the Board of Directors of the Company with effect
from the close of business hours on November 09,
2024, citing professional and personal commitments.
The Company has received confirmation from Mr.
Venugopal that there are no other material reasons
for his resignation, other than those stated in his
resignation letter. Mr. Venugopal had been serving
as an Independent Director on the Board of the
Company since November 11, 2021.

b)    Mr. Meghraj Arvindrao Gore, Chief Executive Officer
of the Company, who had been appointed as a
Whole-Time Director for a term of three (3) years
with effect from February 10, 2022, completed his
term as Director on February 09, 2025. Subsequent
to the completion of his tenure as Director, Mr. Gore
continued to serve as the Chief Executive Officer of
the Company until June 30, 2025.

The Board of Directors placed on record its appreciation
and gratitude to Mr. Jeyandran Venugopal and Mr. Meghraj
Arvindrao Gore for their invaluable guidance, support, and
contributions during their tenure as members of the Board,
as well as for their active involvement in the strategic and
operational decision-making processes of the Company.

19.4 Changes in the Board of Directors subsequent to the
financial year and up to the date of this Report:

The changes in the constitution of the Board from April 01,
2025, till the date of the Report are as under:

(a)    Resignation of Non-Executive Non-Independent
Directors: Pursuant to the terms of the Share
Purchase Agreement (SPA) dated February 23,
2025, as amended, and upon the completion of sale
of First Tranche Shares, the following Non-Executive,
Non-Independent Directors, who were nominee
directors of Aceso Company Pte Ltd, tendered their
resignations from the Board of the Company, effective
from May 30, 2025:

(i)    Mr. Siddharth Tapaswin Patel (DIN: 07803802)

(ii)    Mr. Amit Soni (DIN: 05111144)

(b)    Appointment of Non-Executive Non-Independent
Directors: Based on the recommendations of the
Nomination and Remuneration Committee, and
in accordance with the Promoters’ Agreement
dated February 23, 2025 and as amended, and
upon completion of acquisition of First Tranche
Shares, the Board, at its meeting held on May 30,
2025, approved the appointment of the following
individuals as Additional Directors (Non-Executive,
Non-Independent) and nominee directors of Hector
Asia Holdings II Pte. Ltd., with effect from May 30,
2025, subject to shareholders’ approval within three
months of the date of appointment:

(i)    Ms. Simrun Mehta (DIN: 09118938)

(ii)    Mr. Akshay Tanna (DIN: 02967021)

(c)    Re-designation and appointment of Non¬
Executive Non-Independent Directors: Upon
the recommendation of the Nomination and
Remuneration Committee, the Board of Directors, at
its meeting held on May 30, 2025, approved the re¬
designation and appointment of Dr. B.S. Ajaikumar
(DIN: 00713779) and Mrs. Anjali Ajaikumar Rossi
(DIN: 08057112), hitherto functioning as Whole¬
Time Directors, as Non-Executive Directors on the
Board of the Company, with effect from May 30,

2025, subject to the approval of the shareholders
to be obtained within a period of three months in
accordance with applicable laws. Further, the Board,
at the said meeting, also approved the appointment
of Dr. B.S. Ajaikumar as the Non-Executive Chairman
of the Board of Directors of the Company, for a term
up to June 30, 2030.

(d)    Appointment of an Executive Director: Pursuant
to the recommendations of the Nomination and
Remuneration Committee, the Board of Directors,
at its meeting, approved the appointment of Dr.
Manish Mattoo (DIN: 08431924), being the nominee
of Hector Asia Holdings II Pte. Ltd., as an Additional
Director (Executive Director) on the Board of the
Company, with effect from June 30, 2025, or upon
completion of the requisite appointment-related
formalities, whichever is later, in accordance with
applicable laws and the Articles of Association of
the Company. Further, the Board has also approved
the appointment of Dr. Manish Mattoo as the Chief
Executive Officer (CEO) of the Company, with effect
from June 30, 2025, on such terms and conditions as
may be mutually agreed, and in compliance with the
applicable statutory provisions.

(e)    Appointment of Independent Director: Pursuant
to the recommendations of the Nomination and
Remuneration Committee, the Board of Directors
of the Company, at its meeting held on June 30,
2025, approved the appointment of Mr. Bijou Kurien
(DIN: 01802995) as an Independent Director of the
Company and as an Additional Director in terms of
Section 161 of the Companies Act, 2013, for a term
of three (3) consecutive years commencing from June
30, 2025, subject to the approval of the shareholders
of the Company; and that Mr. Bijou Kurien shall not
be liable to retire by rotation during his tenure as an
Independent Director.

As on date, the composition of the Board of Directors
of the Company continues to be in compliance with the
requirements prescribed under the Companies Act, 2013
and the Listing Regulations.

19.5 Retirement by rotation:

Pursuant to the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment
and Qualification of Directors) Rules, 2014, Ms. Anjali
Ajaikumar, director, retires by rotation at the AGM, and
being eligible, offers herself for reappointment.

Appropriate resolutions for the reappointment of directors
retiring by rotation would be placed for the approval of the
shareholders of the Company at the ensuing AGM.

20. Number of meetings of the Board:

The meetings of the Board are scheduled at regular
intervals to decide and discuss business performance,
policies, strategies and other matters of significance. The

schedule of the meetings is circulated in advance to ensure
proper planning and effective participation in meetings.
In certain exigencies, decisions of the Board are also
accorded through circulation.

The Board met 8 (eight) times during the financial year
2024-25 viz., on May 29, 2024, June 26, 2024, July 02,

2024,    August 8, 2024, November 09, 2024, February 07,

2025,    February 13, 2025 and February 21, 2025. The
maximum interval between any two meetings did not
exceed 120 days.

Detailed information regarding the meetings of the Board
and meetings of the Committees of the Board is included
in the report on Corporate Governance which forms a part
of the Board’s Report.

21. Key Managerial personnel:

In accordance with the provisions of Sections 2(51), 203
of the Companies Act, 2013 read with The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following were the Key Managerial
Personnel of the Company as on March 31, 2025.

a)    Dr. B. S. Ajaikumar - Executive Chairman

b)    Mr. Meghraj Arvindrao Gore - Chief Executive Officer

c)    Ms. Ruby Ritolia - Chief Financial Officer and

d)    Ms. Sunu Manuel - Company Secretary

Mr. Meghraj Arvindrao Gore, Chief Executive Officer of
the Company, was appointed as a Whole-time Director of
the Company for a term of three (3) years with effect from
February 10, 2022, had completed his term as a director
on the Board on February 09, 2025.

Except as stated above, there were no other appointments
or resignations of Key Managerial Personnel during the
financial year.

However, there have been changes in Key Managerial
Personnel after the year under review. The changes in Key
Managerial Personnel from April 01, 2025, till the date of
the Report is as under:

(a)    Change in designation of Whole-time director, KMP
of the Company: Based on the recommendations of
the Nomination and Remuneration Committee of the
Board of Directors of the Company, the Board has, at
its meeting held on May 30, 2025, approved the re¬
designation of Dr. B.S. Ajaikumar (DIN: 00713779),
whole-time director as a Non-Executive Director on the
Board of the Company with effect from May 30, 2025.
Consequently, Dr. B. S. Ajaikumar has ceased to be a Key
Managerial Personnel with effect from May 30, 2025.

(b)    Resignation of the Chief Executive Officer of the
Company: Mr. Meghraj Arvindrao Gore has tendered
his resignation as a chief executive officer of the
Company, which was accepted by the Board at its

meeting held on May 30, 2025, with effect from June
30, 2025. Accordingly, he has ceased to be a KMP
with effect from June 30, 2025.

(c) Appointment of the Chief Executive Officer of the
Company: Based on the recommendations of the
Nomination and Remuneration Committee, the Board
has approved appointment of Dr. Manish Mattoo, as
the Executive Director and Chief Executive Officer
of the Company, with effect from June 30, 2025. Dr
Mattoo is a KMP with effect from June 30, 2025.

22. Committees of the Board and their constitution:

During the financial year, the Board had the following
six Committees. The Composition of the Committees of
the Board along with relevant information pertaining to
Directors are detailed in the Corporate Governance Report
which forms a part of this Report.

A.    Audit Committee.

B.    Risk Management Committee.

C.    Nomination and Remuneration Committee.

D.    Stakeholders’ Relationship Committee.

E.    Corporate Social Responsibility Committee.

F.    Strategy Committee.

Keeping in view the requirements of the Companies Act,
2013 and Listing Regulations, as amended from time to
time, the Board reviews the terms of reference of these
Committees and the nomination of Board members to
various Committees. The recommendations, if any, of
these Committees are submitted to the Board for approval.

(A). Audit Committee

The Audit Committee of the Board reviews, acts on and
reports to the Board with respect to various auditing
and accounting matters. The scope and function of the
Audit Committee is in accordance with Section 177
of the Companies Act, 2013, Regulation 18 of Listing
Regulations, and have been detailed in the Corporate
Governance Report, forming part of this Annual Report.

Audit Committee met 4 (four) times during the financial
year 2024-25. The meetings were held on May 29, 2024,
August 08, 2024, November 09, 2024, and February 13,
2025. All recommendations made by the Audit Committee
have been accepted by the Board of Directors.

The composition of the Audit Committee during the
financial year 2024-25 and the attendance at the
committee meetings are given in the below table.

Name	Position	Number of meetings attended
Ms. Geeta Mathur	Chairperson	4
Mr. Rajagopalan Raghavan	Member	3
Mr. Amit Soni	Member	3
Mr. Pradip Kanakia	Member	4

As per the Promoter Agreement dated February 23, 2025,
the Audit Committee of the Board has been reconstituted
in compliance with the requirements of Section 177 of the
Companies Act, 2013 and Regulation 18 of the Listing
Regulations 2015, as amended, and other applicable
provisions, if any, with effect from May 30, 2025, as follows:

(i)    Ms. Geeta Mathur, Independent Director (Chairperson);

(ii)    Mr. Rajagopalan Raghavan, Independent Director
(Member);

(iii)    Mr. Pradip Kanakia, Independent Director (Member);
and

(iv)    Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Member).

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(B) Risk Management Committee

The Board of Directors of the Company has constituted
Risk Management Committee on June 17, 2021, to
assist the Board in fulfilling its corporate governance
oversight responsibilities with regard to the identification,
evaluation and mitigation of strategic, operational, and
external environment risks. The Committee has overall
responsibility for monitoring and approving the enterprise
risk management framework and associated practices
of the Company.

Prior to the formation of the Risk Management Committee,
the Audit Committee of the Board was overseeing the Risk
Management function of the enterprise as a whole and
was called as Audit and Risk Management Committee.

The Committee has met two times during the financial year
2024-25. The meetings were held on May 16, 2024, and
November 21, 2024.

The composition of the Risk Management Committee and
the attendance at the committee meetings during the
financial year 2024-25 are given in the below table:

Name	Position	Number of meetings attended
Dr. B. S. Ajaikumar	Chairman	2
Mr. Pradip Kanakia	Member	2
Mr. Meghraj Arvindrao	Member	2
Gore (Raj Gore)	Â	Â

As per the Promoter Agreement dated February 23, 2025,
the Risk Management Committee has been reconstituted
in compliance with the requirements of Regulation 21
and other applicable provisions, if any, of the Listing
Regulations, as amended, with effect from May 30,
2025, as follows:

(i) Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Chairperson)

(ii)    Mr. Pradip Kanakia, Independent Director (Member);
and

(iii)    Mr. Akshay Tanna, Non-Executive Non-Independent
Director (Member).

Details of terms of reference of the committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(C) Nomination and Remuneration Committee

The scope and function of the Nomination and
Remuneration Committee is in accordance with Section
178 of the Companies Act, 2013 and Regulation 19 of
Listing Regulations.

Nomination and Remuneration Committee of the Board
has met 5 (five) times during the financial year 2024¬
25. The meetings were held on May 29, 2024, August
07, 2024, November 09, 2024, February 07, 2025, and
February 23, 2025.

The composition of the Nomination and Remuneration
Committee and the attendance at the committee
meetings during the financial year 2024-25 are given in
the below table.

Name	Position	Number of meetings attended
Mr. Rajagopalan Raghavan	Chairperson	5
Mr. Siddharth Patel	Member	5
Dr. B. S. Ajaikumar	Member	5
Ms. Geeta Mathur	Member	4
Mr. Jeyandran Venugopal	Member	1
Mr. Rajiv Maliwal	Member	5
Mr. Pradip Kanakia	Member	2

Note:

(i)    Mr. Jeyandran Venugopal, Independent Non¬
Executive Director, has resigned from the Board of
the Company, with effect from the close of business
hours of November 09, 2024, and has ceased to be a
member of the Committee from the said date.

(ii)    Mr. Pradip Kanakia, Independent Non-Executive
Director has been appointed as a Member of the
Nomination and Remuneration Committee with
effect from December 31, 2024.

As per the Promoter Agreement dated February 23,
2025, the Nomination and Remuneration Committee of
the Board has been reconstituted in compliance with the
requirements of Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations, 2015, as
amended, and other applicable provisions, if any, with
effect from May 30, 2025, as follows:

(i) Mr. Rajagopalan Raghavan, Independent Non¬
Executive Director (Chairperson)

(ii)    Ms.    Geeta Mathur,    Independent    Non-Executive

Director (Member);

(iii)    Mr.    Pradip Kanakia,    Independent    Non-Executive

Director (Member);

(iv)    Mr.    Rajiv    Maliwal,    Independent    Non-Executive

Director (Member);

(v)    Mr. Akshay Tanna, Non-Executive Non-Independent
Director (Member); and

(vi)    Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Member).

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(D). Stakeholders' Relationship Committee

The Stakeholders’ Relationship Committee is constituted in
compliance with Section 178 of the Companies Act, 2013
and Listing Regulations. The Chairman of the Committee,
Mr. Amit Soni is a non-executive non-independent director.

Stakeholders’ Relationship Committee of the Board has
met once during the financial year 2024-25. The meeting
was held on March 27, 2025.

The composition of the Stakeholders Relationship
Committee and the attendance at the Committee meeting
held during the financial year 2024-25 are given in
the below table.

Name	Position	Number of meetings attended
Mr. Amit Soni	Chairman	1
Dr. B. S. Ajaikumar	Member	1
Mr. Rajagopalan	Member	1
Raghavan	Â	Â

As per the Promoter Agreement dated February 23, 2025,
the Stakeholders’ Relationship Committee of the Board has
been reconstituted in compliance with the requirements of
Section 178 of the Companies Act, 2013 and Regulation
20 of the Listing Regulations, 2015, as amended, and other
applicable provisions, if any, with effect from conclusion of
the meeting of the Board held on May 30, 2025 as follows:

(i)    Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Chairperson)

(ii)    Mr. Rajagopalan Raghavan, Independent Director
(Member); and

(iii)    Mr. Akshay Tanna, Non-Executive Non-Independent
Director (Member).

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(E) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was
constituted by our Board of Directors at their meeting held
on May 29, 2015. The terms of reference of the Corporate
Social Responsibility Committee of our Company are
as per Section 135 of the Companies Act, 2013 and the
applicable rules thereunder.

The committee has met once during the FY 2024-25. The
meeting was held on March 21, 2025.

The composition of the Corporate Social Responsibility
Committee as on March 31, 2025 and the attendance
at the Committee meeting held during the financial year
2024-25 are given in the below table:

Name	Position	Number of meetings attended
Dr. B. S. Ajaikumar	Chairman	1
Mr. Siddharth Patel	Member	1
Ms. Anjali Ajaikumar Rossi	Member	1
Mr. Rajagopalan Raghavan	Member	1

Note:

(i)    Ms. Anjali Ajaikumar Rossi, Whole-time Director
has been appointed as a Member of the Corporate
Social Responsibility Committee with effect
from May 29, 2024.

(ii) Mr. Jeyandran Venugopal, Independent Non¬
Executive Director has resigned from the Board of
the Company with effect from the close of business
hours of November 09, 2024 and has ceased to
be a member of the Committee with effective
from the said date.

(iii) Mr. Rajagopalan Raghavan, Independent Non¬
Executive Director has been appointed as a Member
of the Corporate Social Responsibility Committee
with effect from December 31, 2024.

As per the Promoter Agreement dated February 23,
2025, with effect from May 30, 2025, the Corporate
Social Responsibility Committee of the Board has been
reconstituted in compliance with the requirements of
Section 135 and other applicable provisions, if any, of
the Companies Act, 2013 and the rules made thereunder
and the applicable provisions, if any, of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended,
with effect from May 30, 2025, as follows:

(i)    Dr. B.S Ajaikumar, Non-Executive Non-Independent
Director (Chairperson);

(ii)    Mrs. Anjali Ajaikumar Rossi, Non-Executive Non¬
Independent Director (Member);

(iii)    Mr. Rajagopalan Raghavan, Independent Director
(Member); and

(iv) Ms. Simrun Mehta, Non-Executive Non-Independent
Director (Member).

Details of terms of reference of the Committee are provided
in the Corporate Governance Report. The Company
Secretary acts as the Secretary of the Committee.

(F) Strategy Committee

The Committee was constituted by our Board of Directors
at their Meeting held on May 26, 2016, with the scope of
reviewing strategic initiatives; and for having an oversight
of the strategic direction of the Company. The members
of the Committee shall be nominated by the Board of
Directors with a right to appoint, replace the members
from time to time. The Company Secretary shall act as the
Secretary of the Committee. CFO shall be an invitee to the
Committee Meetings and would provide support to the
Committee in terms of financial analysis and planning.

The composition of the Strategy Committee as on March
31, 2025, and the attendance at the Committee meeting
held during the financial year 2024-25 are given in
the below table:

Name	Position	Number of meetings attended
Dr. B. S. Ajaikumar	Chairman	The Committee did
Mr. Siddharth Patel	Member	not meet during
Ms. Anjali Ajaikumar	Member	the financial year
Rossi	Â	2024 25.
Mr. Amit Soni	Member	Â

Upon the termination of the Investment Agreement dated
June 04, 2020, the Strategy Committee of the Board has
ceased to exist with effect from May 30, 2025.

23. Board Evaluation:

In compliance with the requirements of the Companies
Act, 2013 and the Listing Regulations, the Company
undertook the annual performance evaluation of the Board
for the financial year 2024-25. The evaluation framework
was designed in line with the provisions of the Companies
Act, 2013, the Listing Regulations, and the Guidance Note
on Board Evaluation issued by SEBI in January 2019.

The evaluation process was conducted through a
structured questionnaire covering qualitative and
quantitative parameters, along with feedback based on a
rating mechanism. The evaluation covered:

(i)    the performance of the Board as a whole;

(ii)    the performance of each Director on an
individual basis;

(iii)    the performance of the Chairperson of the Board; and

(iv)    the performance of all Board committees.

The Board evaluation focused on parameters such as
the composition and role of the Board, the quality and
effectiveness of communication and relationships, the
functioning of Board committees, review of performance
and compensation of Executive Directors, succession
planning, strategic guidance, Board culture, governance
standards, and the discharge of specific duties
and obligations.

The evaluation of individual Directors was based on
parameters including participation and contribution
at Board and committee meetings, representation of
shareholder interests and enhancement of shareholder
value, the ability to provide strategic guidance and
governance oversight, understanding of the Company’s
strategy and risk environment, independence of judgment,
and safeguarding the interests of the Company and
its minority shareholders. Separate evaluations were
carried out for the Chairperson, Executive Directors, Non¬
Executive Directors, and Independent Directors.

The evaluation of committees considered factors such
as the adequacy of their independence, the frequency
and effectiveness of meetings, the quality of discussions,
and the effectiveness of their recommendations and
advice to the Board.

Throughout the year, the Board and its committees had
multiple opportunities for interaction, both collectively
and in smaller groups, including dedicated meetings of
Independent Directors and one-on-one discussions with
the Chairperson. These deliberations provided valuable
insights, enhancing the quality of governance and collective
decision-making.

Discussions during the evaluation process also focused on
identifying ways to further strengthen the effectiveness of
the Board and its committees, particularly in the context
of the evolving business environment and regulatory
landscape. The Board reviewed the structure, composition,
functioning, and interaction with management, and
identified actionable areas for continuous improvement.

The Nomination and Remuneration Committee, through its
Chairperson, led the evaluation process and presented the
findings to the Board. The overall assessment concluded
that the Board, its committees, and individual Directors
function cohesively and effectively, with periodic reporting
by committees to the Board ensuring transparency and
alignment. The Board acknowledged and appreciated
the significant contributions of the Chairperson,
Executive Directors, Non-Executive Directors, and
Independent Directors toward the Company’s growth and
governance practices.

The Board also noted that action points identified in the
previous evaluation had been implemented, and new areas
of focus, considering the dynamic external environment,
were identified for attention in the coming year.

The Directors expressed their satisfaction with the
evaluation process and confirmed that the Board and

its committees continue to operate effectively and that
the performance of the Directors and the Chairperson
remains satisfactory.

24.    Risk Management and Enterprise Risk
Management Policy:

Pursuant to Regulation 21 of the Listing Regulations,
the Company has formulated and implemented a
comprehensive Enterprise Risk Management (ERM) Policy.
The policy is designed to identify and analyze various
categories of risks, with the objective of eliminating or
mitigating exposures and enabling timely implementation
of appropriate risk mitigation measures.

The Risk Management Committee (RMC) periodically
reviews the Company’s risk portfolio in alignment with its
defined risk appetite and, where necessary, recommends
enhancements to the Company’s risk management
frameworks, processes, and practices. The RMC also
provides strategic guidance to further strengthen the
robustness of the risk management framework, ensuring
a prudent balance between risk and reward in both
ongoing operations and emerging business opportunities.
The Committee continues to periodically review the
risk management process to ensure its relevance and
effectiveness in supporting the Company’s strategic and
operational objectives.

For further details on the enterprise-wide risk management
framework, refer to Management and Discussion Analysis
Report forming part of the Annual Report.

There are no elements of risk, if any, which in the opinion of
the Board may threaten the existence of the Company.

25.    Policy on Board Diversity:

The Nomination and Remuneration Committee has framed
a policy for Board Diversity, which lays down the criteria for
appointment of Directors on the Board of your Company
and guides organization’s approach to Board Diversity.

Your Company believes that Board diversity, basis the
gender, race, age will help build diversity of thought and
will set the tone at the top. A mix of individuals representing
different industry experience, qualification and skill set will
bring in different perspectives and help the organization
grow. The Board of Directors is responsible for reviewing
the policy from time to time. The policy on Board Diversity
has been placed on the Company’s website at https://
www.hcgoncologv.com/corporate-governance/#Policies-a
nd-Guidelines.

26.    Compliance Management Framework:

For monitoring compliances to applicable laws, your
Company has instituted an online compliance management
system within the organization to monitor compliances
and provide updates to the senior management and
Board on a periodic basis. The Audit Committee and the

Board periodically monitor the status of compliances with
applicable laws.

27.    Corporate Social Responsibility:

Your Company has been taking initiatives under Corporate
Social Responsibility (CSR) for society at large, well before
it has been prescribed through the Companies Act, 2013;
and over the years, had been pursuing as a part of its
corporate philosophy, an unwritten CSR policy voluntarily
which goes much beyond mere philanthropic gestures
and integrates interest, welfare and aspirations of the
community with those of the Company itself and create an
environment of partnership for inclusive development.

As per the provisions of Section 135 of the Companies Act,
2013, the Company has well defined policy on CSR which
covers the activities as prescribed under Schedule VII of
the Companies Act 2013. The CSR Policy is available on
the website of the Company at https://www.hcgoncology.
com/corporate-governance/#Policies-and-Guidelines.

The composition of CSR committee and disclosure as per
Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, is attached herewith as
Annexure 5 and forms an integral part of this Annual Report.

28.    Internal Audit:

Your Company has continued its engagement with M/s.
Ernst & Young LLP, to conduct internal audit across the
organization during the year under review. We have also
strengthened the in-house internal audit team which has
set-up concurrent audits to supplement and support the
efforts of M/s. Ernst & Young LLP.

29.    Internal Financial Control system and their
adequacy:

The management has laid down internal financial controls
to be followed by the Company. We have adopted policies
and procedures for ensuring the orderly and efficient
conduct of the business, including adherence to the
Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

The internal control system commensurate with the nature
of business, size and complexity of operations and has been
designed to provide reasonable assurance on the achievement
of objectives in effectiveness and efficiency of operations,
reliability of financial reporting and compliance with applicable
laws and regulations. In furtherance to this, your Company has
instituted an online compliance management system within
the organization to monitor compliances and provide update
to senior management and Board on a periodic basis. The
Audit Committee and the Board periodically monitor status of
compliances with applicable laws.

As part of the Corporate Governance Report, CEO/ CFO
certification is provided, for assurance on the existence

of effective internal control systems and procedures
in the Company.

The internal control framework is supplemented with an
internal audit program that provides an independent view
of the efficacy and effectiveness of the process and control
environment and supports a continuous improvement
program. The internal audit program is managed by an
Internal Audit function; and the Audit Committee of the
Board oversees the Internal Audit function.

The scope and authority of the Internal Audit function is
derived from the Audit Committee Charter approved by the
Audit Committee of the Board. The Internal Audit function
develops an internal audit plan to assess control design
and operating effectiveness, as per the risk assessment
methodology. The Internal Audit function provides
assurance to the Board and management that a system of
internal control is designed and deployed to manage key
business risks and is operating effectively.

30. Whistle Blower/Vigil Mechanism for Directors
and employees:

Section 177(9) and (10) of the Companies Act, 2013,
mandates every listed company to establish a vigil
mechanism for its directors and employees which shall
function as a channel for receiving and redressing their
complaints. The vigil mechanism provides for (a) adequate
safeguards against victimization of persons who use the
vigil mechanism; and (b) direct access to the Chairperson
of the Audit Committee of the Board of Directors of the
Company in appropriate or exceptional cases.

Under this policy, we have adopted a vigil mechanism which
would encourage our directors, employees and all other
stakeholders to report any incidence of fraudulent financial or
other information to the stakeholders, reporting of instance(s)
of leak or suspected leak of unpublished price sensitive
information, and any conduct that results in violation of the
Company’s code of business conduct, to the management
(on an anonymous basis, if employees so desire). Further,
your Company has prohibited discrimination, retaliation or
harassment of any kind against any employee who reports
under the vigil mechanism or participates in the investigation.

Awareness of policies is created by, inter alia, training and
sending group mailers highlighting actions taken by the
Company against the errant employees. All complaints
received through the whistle blower mechanism are
reviewed and investigated by the Ombudsperson.
Dedicated email address has been created to facilitate
receipt of complaints directly by the Ombudsperson.

The Audit Committee periodically reviews the functioning
of this mechanism. No individual in the Company has been
denied access to the Audit Committee or its Chairperson.

This meets the requirement under Section 177(9) and
(10) of the Companies Act, 2013 and Regulation 22 of
Listing Regulations.

Mechanism followed under the process is appropriately
communicated within the Company across all levels and
has been displayed on the Company’s intranet and website
at https://www.hcgoncologv.com/corporate-governance/#
Policies-and-Guidelines.

31.    Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate,
monitor and report trading by Designated Persons and their
Immediate Relatives under the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015. This Code of Conduct also includes code of practices
and procedures for fair disclosure of unpublished price
sensitive information which has been made available on
the Company’s website at https://www.hcgoncology.com/
corporate-governance/#Policies-and-Guidelines.

32.    Company’s Policy on Appointment and
Remuneration of Directors:

The Nomination and Remuneration Committee has
framed a policy for selection and appointment of Directors
including determining qualifications and independence
of a Director, Key Managerial Personnel (KMP), senior
management personnel and their remuneration as part
of its charter and other matters provided under Section
178(3) of the Companies Act, 2013. The Board of Directors
is responsible for reviewing the policy from time to time.

The Policy of the Company on the Director’s appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of a
director and other matters, as required under sub-section
(3) of section 178 of the Companies Act, 2013, is available
on our website https://www.hcgoncology.com/corporate-
governance/#Policies-and-Guidelines. We affirm that the
remuneration paid to Directors is as per the terms laid out
in the nomination and remuneration policy of the Company.

33.    Particulars of employees:

The statement containing particulars in terms of Section
197 (12) of the Companies Act, 2013, read with Rule 5
(1) of the Companies (Appointment and Remuneration
of Managerial personnel) Rules, 2014 for the year ended
March 31, 2025, forms part of this Annual Report and is
appended herewith as Annexure 3 to this Report.

A statement containing, inter alia, names of top ten
employees and employees if employed throughout the
financial year and in receipt of remuneration of INR 102
Lakhs or more, employees employed for part of the year
and in receipt of INR 8.50 Lakhs per month or more,
pursuant to Rule 5(2) the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
also provided in Annexure 3 to this report.

34.    Significant or Material orders:

During the period under Report, there were no material
or significant orders passed by the Regulators/Courts/
Tribunals which would have an impact on the going
concern status and operations of the Company in future.

35.    Statutory Auditors:

The Board of Directors of the Company at their meeting
held on May 26, 2022, on the recommendation of the
Audit Committee, had approved the reappointment of M/s.
B S R & Co., LLP, (Firm Registration No. 101248W/W-
100022) Chartered Accountants as Statutory Auditors, for
a second term of 5 (five) consecutive years commencing
from financial year 2022-23 and ending with financial year
2026-27, subject to the approval of shareholders.

The shareholders at the 24^th (Twenty Fourth) Annual
General Meeting of the Company held on September 29,
2022, had approved the appointment of M/s. B S R & Co.
LLP (Firm Registration No. 101248W/W-100022) as
Statutory Auditors for a term of 5 (five) years commencing
from the conclusion of the said Annual General Meeting of
the Company, till the conclusion of the 29^th (Twenty Nineth)
Annual General Meeting to be held in the year 2027.

36.    Statutory Auditors' Report:

There are no qualifications, reservations or adverse
remarks made by M/s B S R & Co. LLP., Statutory Auditors,
in their report for the financial year ended March 31, 2025.
The Auditors’ Report being self-explanatory does not call
for any further comments from the Board of Directors,
except for the following matters on: (a) Other Legal and
Regulatory Requirements forming part of Independent
Auditor’s Report on the Consolidated Financial Statements
of HealthCare Global Enterprises Limited and report of
the Standalone Financial Statements for the year ended
March 31, 2025:

(a) Title deeds of immovable properties disclosed in
the standalone financial statements are held in the
name of the Company, except for title deeds of the
immovable properties of the Company in Ahmedabad,
Bengaluru and Vijayawada. Please refer to Clause
() (c) of Annexure A to the Independent Auditor’s
Report on the Standalone Financial Statements of the
Company for the year ended 31 March 2025, for the
observations in detail.

(b) Proper books of account as required by law relating
to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from
our examination of those books and the reports of the
other auditors, except (a) for the matters stated in the
paragraph 2B(f) below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014. Please
refer to Sl. No.2 A (b) under the report on Other Legal and
Regulatory Requirements to the Independent Auditor’s

Report on the Consolidated Financial Statements of the
Company for the observation in detail.

Except for the instances mentioned below, the
Holding Company and the subsidiary companies,
which are companies incorporated in India, have
used accounting softwares for maintaining its books
of account which have a feature of recording audit
trail (edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective softwares:

i.    For the Holding Company and four subsidiary
companies, the audit trail (edit log) feature was
not enabled in the accounting software used
for maintaining books of accounts relating
to revenue and consumption for direct data
changes at the database level from 1 April 2024
till 5 April 2024.

ii.    For the Holding Company and four subsidiary
companies, the audit trail (edit log) feature was
not enabled in another accounting software
used for maintaining the general ledger and
other records for: (a) direct data changes at
the database and for changes made by users
with privileged access rights; and (b) at the
application level for certain tables for a part
of the year (i.e. from 1 April 2024 to 15 May
2024) and for certain tables (relating to payroll
masters) for the complete year.

Hi.    In respect of two subsidiary companies and two

step-down subsidiary companies (including
one subsidiary and two step-down subsidiary
companies acquired during the year), the
feature of recording audit trail is not enabled in
the respective accounting softwares used for
maintaining books of accounts.

In this regard, the Board of Directors places its
response as under:

(a) With respect to the observation under (a) above on
the tittle deeds not in the name of the Company, all
the three properties were owned by the subsidiaries
of the Company viz., HCG Medi-surge Hospitals
Private Limited (Ahmedabad), Banashankari Medical
and Oncology Research Centre Private Limited
(Bengaluru) and Healthcare Global Vijay Oncology
Private Limited (Vijayawada).

Banashankari Medical and Oncology Research
Centre Private Limited (Bengaluru) and Healthcare
Global Vijay Oncology Private Limited (Vijayawada)
have been amalgamated with the Company, and on
account of the amalgamation, all the properties of

these two companies have been transferred to the
Company as per the order of the respective High
Courts sanctioning the amalgamation.

With respect to the property in Ahmedabad, it was
owned by HCG Medi-surge Hospitals Private Limited, a
subsidiary of the Company, where the legal ownership
of the property has been transferred to the Company on
account of the demerger of the multi-specialty business
of HCG Medi-surge Hospitals Private Limited.

As per the Scheme of Amalgamation/Demerger
as approved by the High Court, in respect of such
assets belonging to the Transferor Company, the
same shall, without any further act, instrument or
deed, be transferred to and stand vested in and / or
be deemed to be transferred to and stand vested in
the Transferee Company. The Company, subsequent
to year end, has updated the name of the Company in
the title deeds of the property situated in Ahmedabad
as required under local jurisdictional authorities.

(b) With respect to the observation under (b) above
on maintaining proper books of accounts, our
response is as under:

(i)    The Auditor's report in respect of (i) and (ii) of
Para 2 B(f) are self-explanatory.

(ii)    Acquisition of stake in Vizag Hospital and
Cancer Research Centre Pvt. Ltd. (comprising
one subsidiary and two step-down subsidiaries):
Integration of the IT systems shall be undertaken
after April 2026, subsequent to the decision to
migrate to an upgraded IT platform for both
the Hospital Information System (HIS) and the
financial accounting system (currently on SAP).

(iii)    Malnad Hospital and Institute of Oncology
Private Limited (MHIO): This subsidiary
implemented the Tally ERP version with
audit trail capability in March 2024. However,
subsequent testing revealed that it did not
fully meet the requirements of the applicable
regulatory notification. Integration of IT systems
is planned to be undertaken after April 2026,
following the decision to migrate to an upgraded
IT platform for both the Hospital Information
System (HIS) and the financial accounting
system (currently on SAP).

Further, the Auditors of the Company have not
reported any instances of material fraud committed
against the Company by its officers or employees
as specified under the second proviso of Section
143(12) of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) for the
time being in force).

37.    Material changes and commitments, if any,
affecting the financial position of the Company
occurred between the end of the financial year
to which these financial statements relate and
the date of the Report:

No material changes and commitments, other than
disclosed as part of this Report, affecting the financial
position of the Company have occurred between March
31, 2025, and the date of the Report. There has been no
change in the nature of business of the Company during
the last financial year.

38.    Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your
Company has appointed Mr. V. Sreedharan, Partner, M/s V.
Sreedharan & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company
for the financial year ended March 31, 2025. The said
report of the Secretarial Auditor in Form MR 3 as required
under Section 204 of the Companies Act, 2013 read with
Regulation 24A(1) of the Listing Regulations is annexed
herewith as Annexure 1 and forms part of the Report.
Pursuant to Regulation 24A(2) of the Listing Regulations,
the Secretarial Compliance Report, issued by M/s. V.
Sreedharan & Associates, Practicing Company Secretaries,
Bengaluru is also annexed herewith as part of Annexure 1.

There are no qualifications, reservations or adverse remarks
made by the Secretarial Auditors, in their report for the
financial year ended March 31, 2025. The Secretarial Audit
Report being self-explanatory does not call for any further
comments from the Board of Directors.

In line with the amended Regulation 24A of the Listing
Regulations, the Board has approved the appointment of
M/s. V. Sreedharan & Associates as the Secretarial Auditors
of the Company, subject to the approval of the members
of the Company, for a term of 5 consecutive years to hold
office from the conclusion of the ensuing Annual General
Meeting (“AGM”) till the conclusion of the AGM to be held
in the year 2030.

The Institute of Company Secretaries of India had
revised the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and Secretarial Standards on
General Meetings (SS-2) with effect from April 01, 2024.
The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with
the same. Your Company has complied with the applicable
Secretarial Standards relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’ during the year.

In compliance with the requirements of Listing Regulations,
Secretarial Audit Report of Material Subsidiary Company
viz., HCG Medi-Surge Hospitals Private Limited is also
attached herewith as Annexure 7 and forms an integral
part of this Annual Report. The Secretarial Audit Report
of HCG Medi-Surge Hospitals Private Limited is self-

explanatory and does not contain any qualification,
reservation or adverse remark.

39.    Cost Records and Cost Auditor:

In terms of the Section 148 of the Companies Act, 2013
read with Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost accounting
records and get them audited every year. Accordingly,
such accounts and records were made and maintained for
the financial year 2024-25.

The remuneration of M/s. Rao, Murthy & Associates, Cost
Auditors of the Company for FY 2024-25, amounting to
INR 2,00,000 (Indian Rupees Two Lakhs Only) (exclusive
of taxes and re-imbursement of actual out-of-pocket
expenses) in connection with the cost audit for FY 2024¬
25 has been ratified by the shareholders, at the AGM held
on September 25, 2024.

Cost Audit Report for the financial year ended March 31,
2024 has been filed with the Ministry of Corporate Affairs.

Based on the recommendations of the Audit Committee, the
Board of Directors proposes to pay a remuneration of INR
2,50,000 (Indian Rupees Two Lakh Fifty Thousand only),
exclusive of applicable taxes and reimbursement of actual
out-of-pocket expenses, to M/s. Rao, Murthy & Associates
(Firm Registration No. 00065), Cost Accountants, as the
Cost Auditors of the Company for FY 2025-26, subject to
ratification of the said remuneration by the shareholders at
the ensuing Annual General Meeting (AGM).

40.    Particulars regarding Conservation of energy,
Technology absorption and Foreign exchange
earnings and outgo as per Section 134(3)(m) of
the Companies Act, 2013:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,

2013    read with Rule 8 of the Companies (Accounts) Rules,

2014    is detailed in Annexure 6.

41.    Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual
Harassment policy in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaints Committees have been set up to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy. The Company has complied
with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company conducts sessions for employees to build
awareness amongst employees about the Policy and the
provisions of Prevention of Sexual Harassment of Women

at Workplace Act. The Company’s process ensures
complete anonymity and confidentiality of information.

The below table provides details of complaints received/
disposed during the financial year 2024-25.

Number of complaints pending at the beginning of the financial year	0
No. of complaints filed during the financial year	8
No. of complaints disposed during the financial year	6
No. of complaints pending at the end of the financial year	2
No. of complaints pending for more than 90 days	0

42.    Green initiative:

All agenda papers for the Board and committee meetings
are disseminated electronically on a real-time basis.

The information regarding the performance of the
Company is shared with the shareholders vide the Annual
Report. The Annual Reports for FY 2024-25 are being sent
in electronic mode, to all members who have registered
their email ids for the purpose of receiving documents
/ communication in electronic mode with the Company
and/or Depository Participants. The Annual Reports are
also available on the Company’s website at https://www.
hcgoncologv.com/annual-reports/.

The General Circular No. 14/ 2020 dated April 8, 2020,
the General Circular No. 17/2020 dated April 13, 2020
and the subsequent circulars issued in this regard, the
latest being 9/2024 dated September 19, 2024 issued by
the Ministry of Corporate Affairs, Government of India in
relation to “Clarification on passing of ordinary and special
resolutions by companies under the Companies Act, 2013
and the rules made thereunder on account of the threat
posed by COVID - 19”, Government of India have permitted
Companies to dispatch the Notice calling General Meeting
and Annual Report by e-mail only.

During FY 2024-25, the Company had sent various
communications including Annual Reports and Postal
Ballot Notices by email to those shareholders whose
email addresses were registered with the Company/
Depositories. In support of the ‘Green Initiative’ the
Company encourages Members to register their email
address with their Depository Participant or the Company,
to receive soft copies of the Annual Report, Notices and
other information disseminated by the Company, on a real¬
time basis without any delay.

We are also in the process of starting a sustainability
initiative with the aim of being carbon neutral and minimize
our impact on the environment. Sustainability practices
will be implemented and tracked diligently to ensure that
we comply with the goals we set for ourselves.

43.    Employee Stock Option Schemes:

As required under Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021, the applicable disclosures as on March
31, 2025 are annexed to this Report as Annexure 2.

43.1    HCG ESOS 2014: Pursuant to regulation 12(1) of the
Securities and Exchange Board of India (Share Based
Employee Benefits) Regulation 2014, the Company has
obtained the approval of the members at the Annual General
Meeting held on September 29, 2016, for ratifying Employee
Stock Option Scheme of the Company (HCG ESOS 2014),
the pre-IPO plan. HCG ESOS 2014 is in compliance with
Securities and Exchange Board of India (Share Based
Employee Benefits) Regulation 2014 and there have been
no material changes to the plan during the financial year.

43.2    HCG ESOS 2021: The Board of Directors of the company,
on February 11, 2021, approved Employee Stock Options
Scheme titled “HCG Employee Stock Option Scheme - 2021”
(HCG ESOS 2021). The HCG ESOS 2021 allows the issuance
of options to employees of the Company and its subsidiaries.
Each option comprises one underlying equity share. The
shareholders have also approved HCG ESOS 2021.

The Board of Directors of the Company on February 21,
2025 approved amendment to HCG ESOS 2021 to provide
an option to surrender up to a maximum of 16,19,741
employee stock options held by option holders that have
vested prior to or immediately following the Trade Sale (as
defined in the grant letters for the aforesaid options) and
provide them cash for such amount which is, the lower of
(i) the per share price at which a shareholder has a right to
tender shares in any mandatory public offer prevailing at
the time less exercise price of the Option and (ii) per share
value of INR 495 less the exercise price of the Option in
accordance with the terms of the ESOP letters / agreement
to be entered into between the Company and the Relevant
Option Holder. Subsequently, the shareholders of the
Company have approved the amendment by passing a
special resolution vide Postal Ballot on April 27, 2025.

The Nomination and Remuneration Committee of the
board evaluates the performance and other criteria of
employees and approves the grant of options based on
the recommendation of the Strategy Committee. These
options vest with employees over a specified period
subject to fulfilment of certain conditions. Upon vesting,
employees are eligible to apply for and secure allotment
of Company’s shares at a price determined on the date of
grant of options. Upon HCG ESOS 2021 coming into force,
it has been decided that no future grants shall be made
under HCG ESOS 2014.

Total stock compensation cost for the year ended March
31, 2025, is INR 58.82 million (FY 2023-24: INR 72.91
million) on standalone basis.

No employee was issued stock options during the year
equal to or exceeding 1% of the issued capital of the
Company at the time of grant.

The stock option plans are in compliance with the
Securities and Exchange Board of India (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021,
as amended and there have been no material changes to
these plans during the financial year.

Disclosures on various plans, details of options granted,
shares allotted upon exercise, etc. as required under the
Employee Benefits Regulations read with Securities and
Exchange Board of India circular no. CIR/CFD/POLICY
CELL/2/2015 dated June 16, 2015 are available on the
Company’s website at https://www.hcgoncologv.com/
investor-relations/.

44. Director’s Responsibility Statement:

Pursuant to Section 134 (3) (C) and 134 (5) of the
Companies Act, 2013, the Board of Directors of the
Company hereby state and confirm that:

a)    in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b)    the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year
and of the profit and loss of the Company for the
year under review;

c)    the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

d)    the Directors have prepared the annual accounts on a
going concern basis;

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

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

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory and
secretarial auditors, including audit of internal financial
controls over financial reporting by the statutory auditors,
and the reviews performed by management and the
relevant Board committees, the Board is of the opinion that
the Company’s internal financial controls were adequate
and effective during FY 2024-25.

45.    Corporate Governance:

Your Company places utmost importance on its fiduciary
role as a guardian of stakeholders’ interest and strives to
achieve a mutually aligned objective of value and wealth
creation for all interested parties. The Board and the
Management humbly acknowledges this role and continues
to propagate this belief through all layers of the organization
to create an environment of accountability and trust.

These responsibilities continue to be the focus of its
attention through the tumultuous ride along the path of
expansion, ensuring the highest standards of ethics and
integrity in all its business dealings while avoiding potential
conflicts of interest. The result of this is a corporate
structure which serves its ever-expanding business needs
while maintaining transparency and adherence to the
above stated beliefs.

A report on Corporate Governance has been appended
to this Report and forms an integral part of this Report.
As required by Regulation 17(8) read with Schedule II
Part B of the Listing Regulations, the Executive Chairman,
Executive Director & Chief Executive Officer and Chief
Financial Officer have given appropriate certifications to
the Board of Directors.

Further, pursuant to Regulation 34(3) of Listing
Regulations read with Part E of Schedule V of the Listing
Regulations, a certificate from M/s. V. Sreedharan, Partner,
V Sreedharan & Associates, (CP Number 833), Bengaluru,
Practicing Company Secretaries certifying the compliance
with various provisions of the Corporate Governance is
annexed to this Report.

The Company has received a certificate from M/s. V.
Sreedharan, Partner, V Sreedharan & Associates, (CP
Number 833) Bengaluru, Practicing Company Secretaries,
pursuant to clause 10(i) of Part C under Schedule V of
Listing Regulations that none of the Directors on the Board
of the Company have been debarred or disqualified from
being appointed or continuing as Directors of companies by
the Securities and Exchange Board of India or the Ministry
of Corporate Affairs or any such statutory authority and
same forms part of the Corporate Governance Report.

46.    Business Responsibility and Sustainability Report:

In November 2018, the Ministry of Corporate Affairs
(MCA) constituted a Committee on Business Responsibility
Reporting (“the Committee”) to finalize business
responsibility reporting formats for listed and unlisted
companies, based on the framework of the National
Guidelines on Responsible Business Conduct (NGRBC).
Through its Report, the Committee recommended that
BRR be rechristened BRSR, where disclosures are
based on Environmental, Social and Governance (ESG)
parameters, compelling organizations to holistically
engage with stakeholders and go beyond regulatory
compliances in terms of business measures and their

reporting. SEBI, vide its circular dated May 10, 2021, made
BRSR mandatory for the top 1,000 listed companies (by
market capitalization) from the financial year 2022-23.
BRSR report for the financial year 2024-25 forms an
integral part of this Annual Report.

47.    Disclosure related to Insolvency and Bankruptcy:

During the financial year under review, there are no
application filed, or proceedings initiated/pending against
your Company under the Insolvency and Bankruptcy Code,
2016 which materially impact the business of the Company.

48.    Declaration on Code of Conduct:

The Company has adopted the Code of Conduct for all
its Senior Management Personnel and Directors and the
same is affirmed by all the Board members and senior
management personnel as required under Regulation 34
read with Part D of Schedule V of the Listing Regulations.
A declaration signed by Dr. B. S. Ajaikumar, Non-Executive
Chairman and Dr. Manish Mattoo, Executive Director and
CEO of the Company affirming the compliance with the
Code of Conduct of the Company for the financial year
2024-25 has been annexed as part of this Report.

49.    Other Disclosures:

a) There were no instances where your Company
required the valuation for one time settlement or while
taking the loan from the Banks or Financial institutions.

b) It is also confirmed that the Company is complying
with the provisions relating to the Maternity
Benefit Act, 1961.

50. Acknowledgements and Appreciations:

We stay committed to partnering for value creation and
take this opportunity to thank one and all who have
participated in our journey this far. Your Directors desire to
place on record, its sincere appreciation to all employees
at all levels, who with sustained dedicated effort and
hard work, enabled the Company to deliver a good all¬
round performance. Your Directors also wish to place on
record their appreciation and acknowledge with gratitude
the support and co-operation extended by the vendors,
business associates, consultants, bankers, regulatory
and government authorities, shareholders and investors
at large and look forward to their continued support. We
also take this opportunity to express sincere thanks to
the medical fraternity and patients for their continued co¬
operation, patronage and trust reposed in the Company
and its healthcare services.

For and on behalf of the Board of Directors
Dr. B. S. Ajaikumar

Date: August 01, 2025    Non-Executive Chairman

Place: Bengaluru    DIN: 00713779

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Mar 31, 2024

Your Directors are pleased to present the Twenty Sixth Annual Report of your Company "Healthcare Global Enterprises Limited" together with the audited standalone and consolidated financial statements and the auditors’ report thereon for the financial year ended March 31, 2024.

1. Financial Highlights:

The highlights of standalone and consolidated financial results of your Company and its subsidiaries are as follows: (INR in million)
Consolidated	2023-24	2022-23
Income from operations including income from Govt. Grants	19,121.19	16,944.47
Total Expenditure excluding Depreciation, Interest cost, Tax and Exceptional items	15,825.33	13,957.58
Profit including income from Govt. Grant and before Other income, Depreciation, Interest cost, Tax and Exceptional items	3,295.86	2,986.89
Other income	169.42	131.84
Depreciation, Finance Charges and Exceptional items	2,869.97	2,669.75
Share of (loss) of equity accounted investees	3.88	-0.18
Profit before tax	677.29	448.80
Profit after tax attributable to the owners of the Company	481.55	293.49
Standalone
Income from operations including income from Govt. Grants	11,025.74	10,075.94
Total Expenditure excluding Depreciation, Interest Cost, Tax and Exceptional items	9,030.39	8,253.11
Profit including income from Govt. Grant and before Other income, Depreciation, Interest cost, Tax and Exceptional items	1,995.35	1,822.83
Other income	135.95	87.98
Depreciation, Finance Charges and Exceptional items	1,582.65	1,334.60
Profit/(Loss) before tax	548.65	576.21
Profit/Loss after tax	339.59	401.91

2. Performance Overview:

The standalone and consolidated financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act”), Indian Accounting Standards (“Ind-AS”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Consolidated Operations:

The consolidated income from operations including income from government grant for FY 2023- 24 was INR 19,121.19 million as compared to INR 16,944.47 million in the previous fiscal year, reflecting an increase of INR 2,176.72 million with year-on-year increase of 12.85%. EBITDA in FY 2023-24 was INR 3,295.86 million as compared to INR 2,986.89 million in FY 2022-23, reflecting year-on-year increase of INR 308.97 million. EBITDA margin for the year was 17.24% as compared to 17.63% in FY 2022-23, reflecting almost a sustained margin. Profit after tax in the current fiscal year was INR 481.55 million as compared to INR 293.49 million in FY 2022-23.

Standalone Operations:

The standalone income from operations including government grants for FY 2023-24 was INR 11,025.74 million as compared to INR 10,075.94 million for the previous financial year, reflecting an increase of 9.43%. Our EBITDA before exceptional items for FY 2023-24 was INR 1,995.35 million with EBITDA margin of 18.10% as against INR 1,822.83 million for FY 2022-23 with EBITDA margin of 18.09%.

For more information, please refer to the Financial and Operating Highlights in the Management Discussion and Analysis Report.

3. Business and Strategy:

3.1 Business:

The Company is a provider of speciality healthcare focused on cancer and fertility. Under the “HCG” brand, we operate the largest cancer care network in India in terms of the total number of private cancer treatment centres..

In our HCG network, our specialist physicians adopt a technology-focused approach to diagnosis and treatment.

For instance, we use advanced technologies, including molecular pathology and molecular imaging for accurate diagnosis and staging of cancer, which enable us to decide upon the appropriate course of treatment for each patient. We also utilise targeted nuclear medicine therapies as well as advanced radiation treatments to minimise side effects and improve the outcome of treatments. By ensuring that we adopt these diagnostic and treatment technologies throughout our HCG network, we are able to provide consistent quality of care to all patients.

Given the large number of patient cases treated across our HCG network, we believe that we are able to efficiently utilise our equipment, technologies and human resources, thereby deriving economies of scale. We believe that our business model is scalable and when combined with efficient utilisation of resources, it enables us to operate within a competitive cost structure.

As a group, we continue to deliver the highest standards of clinical outcomes across all our centres. Our standardised clinical protocols for diagnosis and treatment of cancer patients have allowed us to manage the large volume of patient cases across our HCG network with successful clinical outcomes. Mapping our own clinical outcomes and constantly evolving HCG treatment guidelines has paved way for standardization of clinical pathways and improvement in the functioning of the clinical departments. We believe that we are able to attract and retain highly skilled specialist physicians due to our reputation for clinical excellence, our technology-focused approach, the exposure and experience we provide in relation to clinical best practices and the training programmes we offer for their ongoing development. We believe that the abilities and expertise of our team of specialist physicians differentiate us relative to our competitors.

We also provide fertility treatment under our “Milann” brand. Our Milann fertility centres provide comprehensive reproductive medicine services, including assisted reproduction, gynaecological endoscopy and fertility preservation; and follow a multidisciplinary and technology-focused approach to diagnosis and treatment. Our Milann network also operates on a model similar to our HCG network, wherein the various Milann fertility centres aim to provide medical services following established protocols with a focus on quality medical care across diagnosis and treatment.

As of March 31, 2024, our HCG network consisted of 23 comprehensive cancer centres (including Kenya), and 4 multispecialty hospitals across India. HCG’s comprehensive cancer centres provide expertise and advanced technologies for the effective diagnosis and treatment of cancer under one roof. Under the “Milann” brand, HCG operates 7 fertility centres. The details of our existing comprehensive cancer centres as on the date of this report and their facilities and service offerings, including those under development forms part of the Management Discussion and Analysis Report.

3.2 Strategy: Our strategy, includes, inter alia:

a) Expand the reach of our cancer care network in India:

We plan to expand our network in India by establishing cancer centres across India and by expanding the capacity and service offering of the existing HCG cancer centres. We carry out a competitive assessment of the markets in which HCG plans to expand the network, based on a number of factors, including the estimated incidence of cancer in the primary and secondary catchment population, the number of comprehensive cancer centres, if any, in the catchment; the average distance patients have to travel to avail of such comprehensive cancer care; affordability of healthcare generally and cancer care in particular; and the available third party payer options, whether corporate, government or private insurance. HCG will continue to expand its network through partnership arrangements and acquisitions; and that the past experiences will aid the management in identifying potential opportunities in the future and assist HCG in integrating new cancer centres into the existing HCG network. We believe that our planned network will cater to the increasing unmet demand for cancer care in India.

b) Strengthen our HCG brand to reach more cancer patients:

We believe that our HCG brand distinguishes us from our competitors; and one of the areas of focus is building our brand, enhancing our market presence, brand image and visibility. We intend to strengthen our patient support groups comprising cancer survivors to further spread awareness of cancer screening and to educate patients regarding cancer treatment options and their relative outcomes and benefits. Through these initiatives, we seek to further strengthen our brand and our commitment to the community, cancer patients and their families.

c) Technology adoption and strengthening our information technology infrastructure:

HCG has been at the forefront of the fight against cancer. An area of such intensity requires innovative treatments and methods, and the introduction of industry-changing technologies, for the overall benefit of both the medical expert and the patient. Cancer research is an area that requires more serious work and HCG aims to rise up to that challenge. In all its years of working in this field, HCG has led the march against cancer and set benchmarks in the industry, by introducing many new technologies, highly useful in increasing accuracy and saving time. Cancer care is an important area in health care, and we aim to lead with our strong framework and technology infrastructure.

With regard to our information technology infrastructure, in order to enhance the quality of care delivered to patients and to further enhance our clinical best practices and research capabilities, we continuously focus on upgrading and strengthening the information technology infrastructure. Our information technology infrastructure is based on a private cloudcomputing system and encompasses a centralised EMR system seamlessly integrated with various other centralised systems including HIS and ERP system. We believe that this would maximise efficiencies through the greater integration of our network, help us fine tune protocols through knowledge sharing and collaboration, enhance our ability to conduct longitudinal research studies (which are long-term observational research studies), associate clinical outcomes with mutation and other genomic findings in cancer patient tissues maintained at our biorepository. We further believe that this will position us as a partner of choice for cancer researchers and academia.

4. Management Discussion and Analysis Report:

In terms of Regulation 34 of Listing Regulations, the Management Discussion and Analysis Report (MD&A) on the Company’s financial and operational performance, industry trends, business outlook and initiatives and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in separate section which forms part of the Annual Report. The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to its strategy and its ability to create and sustain value to your Company’s key stakeholders.

5. Transfer to Reserves and Surplus/Retained Earnings:

The movements in reserves and surplus/retained earnings are available in the Statement of Changes in Equity, which forms part of the financial statements.

6. Dividend:

The Company continues to look at growth prospects through new investment opportunities. Considering that consolidation is taking place in the healthcare industry in India, it presents us with more challenges in terms

of growth and it is imperative that the Company looks at available options for organic as well as in-organic growth. Achieving a consistent sustainable growth over the next few years and consolidating Company’s position competitively would be a key objective.

Keeping in view the growth strategy of the Company, the Board of Directors of your Company (“Board”) have decided to plough back the profits and thus do not recommend any dividend for the financial year under review.

In terms of Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of Dividend to the Shareholders and/or retaining profits earned by the Company. The said policy is hosted on the website of the Company at https://www.hcgoncology. com/corporate-governance under the tab policies and guidelines.

7. Transfer of unpaid and unclaimed amount to IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and refund of share application money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, no amount was due for transfer to IEPF.

8. Consolidated financial statements:

In accordance with the Companies Act, 2013 and the Companies (Indian Accounting Standards), Rules, 2015, the Company has been following the Indian Accounting Standards (Ind AS) for preparation of its financial statements from April 1, 2016.

As on March 31, 2024, none of the companies other than HCG Medi-Surge Hospitals Private Limited is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the Listing Regulations, as amended from time to time. The Company has also formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at https://www. hcgoncology.com/corporate-governance under the tab policies and guidelines.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company’s subsidiaries and associates in Form AOC-1, forms part of this Report and is attached as Annexure 4. Pursuant to Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company, prepared in accordance with the relevant accounting standards specified under Section 133 of the Companies Act, 2013 read with the Rules made thereunder, forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 (1) of the Companies Act, 2013:

a) The Annual Report of the Company, containing therein its standalone and consolidated financial statements, is placed on the website of the Company, i.e., https://hcgoncologv.com/annual-reports/.

b) The audited financial statements of subsidiary companies /LLPs together with related information and other reports of each of the subsidiary companies /LLPs would be placed on the website of the Company https://hcgoncology.com/annual-reports/.

10. Acquisitions, Divestments, Investments

10.1 Acquisition of entire shareholding of Nagpur Cancer Hospital & Research Institute Private Limited (“NCHRI”) and HCG NCHRI Oncology LLP (“HCG NCHRI LLP”):

The Company, on July 06, 2023, has entered into a Share Purchase Agreement, with Dr Ajay Mehta, Dr Suchitra Mehta, shareholders of NCHRI and NCHRI, for the acquisition of entire equity share capital in NCHRI.

On July 18, 2023, the Company has entered into a Partnership Transfer Agreement (“PTA”) with NCHRI, HCG NCHRI LLP, and Dr. Ajay Mehta, partner of HCG NCHRI LLP, for the acquisition of entire partnership interest of

Dr. Ajay Mehta in HCG NCHRI LLP by the Company. The Company has completed the both the above acquisitions on August 22, 2023.

With the acquisition of all the shares of NCHRI and the partnership interest of Dr. Ajay Mehta in HCG NCHRI LLP, both NCHRI and HCG NCHRI LLP have become wholly owned by the Company, and the Company can entirely consolidate the business operations in Nagpur, which would result in a better financial and operating structure.

10.2 Acquisition of Oncology business in Indore: On August 10, 2023, the Company executed Business Transfer Agreements (“BTA”) with SRJ Health Care Private Limited (“SRJ”) and Amrish Oncology Services Private Limited (“AOSPL”), including their promoters, for the acquisition of their Oncology business and Radiation business, respectively, on a slump sale basis, in Indore, Madhya Pradesh (collectively known as “Business Undertaking”). The Company has only acquired the Business Undertaking of SRJ and AOSPL as per the BTA and no acquisition of shareholding/control was acquired through this arrangement. The acquisition was completed on October 03, 2023.

10.3 Acquisition of the entire minority stake in HCG EKO Oncology LLP: The Company, on March 08, 2024, has acquired the entire partnership interest aggregating to 49.5% of HCG EKO Oncology LLP (“HCG EKO LLP”), subsidiary of the Company, from EKO Diagnostic Private Limited (“EKO”) as a result of which HCG EKO LLP has become wholly owned subsidiary of the Company. In this regard, EKO and HCG EKO LLP have entered into a Transfer of Partnership Interest Agreement on March 08, 2024 (“TPIA”), for the acquisition of entire partnership interest. With this acquisition, the Company owns the entire economic interest of the business operations in Kolkata, resulting in a better financial and operating structure.

10.4 Signing of SPA and SHA with respect to Vizag Hospital:

The Company, on June 28, 2024, has signed Share Purchase Agreement (“SPA”) with Vizag Hospital and Cancer Research Centre Private Limited (“Vizag Hospital”) and its selling shareholders (“Selling Shareholders”), and (ii) Shareholders’ Agreement (“SHA”) with Vizag Hospital and its continuing shareholders (“Continuing Shareholders”) with respect to (i) upfront acquisition of 51% equity share capital of Vizag Hospital by the Company, from the Selling Shareholders, subject to fulfilment of the terms and conditions of the SPA and (ii) balance acquisition of up to 49% of equity share capital in Vizag Hospital in tranches, in accordance with and subject to the terms of the SPA and the SHA. The Board of Directors of the Company, at their meeting held on July 02, 2024, has approved the acquisition, subject to fulfilment of the terms and conditions of the SPA.

The acquisition of 51% (fifty-one percent) of equity share capital of Vizag Hospital is expected to be completed in Q2 FY 2025 (“First Closing Date”) and within 18 (eighteen) months of the First Closing Date (“Second Closing Date”), the Company shall acquire a further 34%

(thirty-four percent) of the equity share capital of Vizag Hospital. Balance 15% (fifteen) of the equity share capital in Vizag Hospital to be acquired in accordance with the provisions of the SHA.

The cost of acquisition of 51% (fifty-one percent) of the equity share capital of Vizag Hospital shall be INR 2,076 Million (approx.) payable to the Selling Shareholders, in accordance with and subject to the terms of the SPA. The cost of acquisition of an additional 34% (thirty-four percent) of the equity share capital of Vizag Hospital shall be INR 1,550 Million (approx.) payable to the Selling Shareholders, in accordance with and subject to the terms of the SPA. Further, the cost of acquisition of additional 15% (fifteen percent) of the equity share capital of Vizag Hospital will be based on the valuation principles in accordance with and subject to the terms of the SHA.

Vizag Hospital owns and operates a comprehensive cancer care hospital in the city of Vishakhapatnam, Andhra Pradesh, with a well-built hospital infrastructure, having 196 operational beds facility, led by Dr. Murali Krishna Voonna, a renowned onco-surgeon. This acquisition would help the Company to secure leadership in a highly attractive micro-market, enhance operational and clinical synergies, unlock capacities, and strengthen the Company’s market positioning.

There were no other entities that became subsidiaries, associates during the Financial Year.

11. Public deposits:

Your Company has not accepted any deposits from public in terms of Section 73 and 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014; and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

12. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of Listing Regulations, disclosure on particulars relating to loans/advances given, guarantees provided and investments made are provided as part of standalone financial statements of the Company.

13. Related party transactions:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on related party transactions. This policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature

and entered in the ordinary course of business. All related party transactions entered during the year were in the ordinary course of business and at arm’s length basis. No material related party transactions were entered into by your Company during the year.

A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee for their review, on a quarterly basis. The policy on related party transactions has been hosted on the Company’s website https://www. hcgoncology.com/policiesandguidelines/ in terms of the Listing Regulations relating to Corporate Governance.

Disclosures as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC 2 which is annexed herewith as Annexure 5 and forms part of the report.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

14. Disclosure under Foreign Exchange Management (Non- Debt Instrument) Rules, 2019 (“NDI Rules”):

The Company, pursuant to the preferential allotment of shares to Aceso Company Pte. Ltd., Singapore (“Aceso”), and further acquisition of shares of the Company by Aceso through open offer, has become a foreign owned and controlled company under Foreign Exchange Management (Non- Debt Instrument) Rules, 2019 (“NDI Rules”) and other applicable laws, on September 08, 2020. The Company has complied with the provisions relating to the same during the financial year, except to the extent detailed hereunder, and as provided under Sr. No. 37 (observations made by the Secretarial Auditor) of the Report,

The Company has acquired 49.5% of the partnership interest in HCG EKO Oncology LLP (“LLP”) from the EKO Diagnostics Private Limited, the exiting partner of the LLP, for a consideration of INR 20 Crores, on March 08, 2024. Though the Company, through the LLP has filed Form DI under the NDI Rules for the said acquisition, before the due date, the same was not approved by the Authorized Dealer Bank before the due date, as they sought additional information and documents in support of the same. Subsequently, the Company filed Form DI on June 17, 2024, and the same was approved on June 20, 2024; and in this regard, the Company has paid INR 20,000 as LSF.

The Company has also obtained the Statutory Auditor’s certificate as required under NDI Rules.

15. Share Capital as on March 31, 2024:

15.1 Authorized Share Capital: As on March 31, 2024, the authorized share capital of the Company is INR 200,00,00,000 consisting of 20,00,00,000 equity shares of INR 10 each.

15.2 Issued, Subscribed and Paid-up Share capital:

The Issued, Subscribed and Paid-up Share Capital of the Company has increased from INR 139,11,60,620 consisting of 13,91,16,062 equity shares of INR 10 each as on March 31, 2023 to INR 139,28,96,870 consisting of 13,92,89,687 equity shares of INR 10 each, on account of the following allotments of securities made by the Board of Directors of the Company during the year.

The Board of Directors of the Company has allotted 41,250 equity shares on May 25, 2023, 59,350 equity shares on August 10, 2023, 38,500 equity shares on August 18,

2023, 24,125 equity shares on November 09, 2023, and 10,400 equity shares on February 08, 2024, upon exercise of ESOPs by the employees as per HCG ESOS 2014 and HCG ESOS 2021.

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

16. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(b) of the Listing Regulations. The Company has received and taken on record, the necessary declaration from each of the independent directors under Section 149 of the Companies Act, 2013 that they meet with the criteria of their independence. In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules made thereunder as well as in Listing Regulations and are independent from the management.

For the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors are of the opinion that the independent directors possess requisite qualifications, experience, expertise and hold high standards of integrity. A list of key skills, expertise and core competencies of the Board, including the Independent Directors is provided in the Corporate Governance Report, forming part of the Annual Report.

17. Annual Return:

The Annual Return of your Company as on March 31,

2024, in Form MGT- 7 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https:// hcgoncologv.com/annual-reports/.

18. Board of Directors:

Composition of Board of Directors

Our Board comprises of directors with a broad range of skills, experience, backgrounds and perspectives. This mix of skills, knowledge and experience enriches the Board discussion and contribute towards a high performing and effective Board.

As on March 31, 2024, the composition of your Company’s Board has an ideal combination of Executive, Non-Executive and Independent Directors and thereby ensuring separation of management and governance while maintaining its independence. In compliance with the terms of the Listing Regulations, Independent Directors constitute 50% of the Board strength including an independent woman director.

Type of Directorship	No. of Directors	% of Board strength
Executive Directors	3	30%
Non-Executive Non-Independent Directors (Nominee Directors of Aceso Company Pte Limited, Promoter)	2	20%
Independent Directors	5	50%
Total	10	100%

All 5 (five) Independent Directors are free from any business, pecuniary or other relationship that could materially influence their judgment and satisfy the criteria of independence as defined under the Companies Act, 2013 and Listing Regulations. The Company has 2 (two) women Directors on the Board, one of whom is an Independent Non-Executive Director, and one is a Wholetime Director. The profiles of these Directors forms part of the Annual Report.

18.1 Directors appointed during the financial year:

During the financial year, the following appointments were made to the Board.

(a) Mrs. Anjali Ajaikumar Rossi, Whole-time Director, has been reappointed as Executive Director, effective from April 01, 2023, for a period up to: (a) June 30, 2026, or (b) termination of the employment of the ‘Executive Chairman’ in accordance with Article 14.6 of Part B of the Articles of Association of the Company, whichever is earlier.

(b) Dr. B. S. Ajaikumar, Executive Chairman, has been reappointed, effective from July 01, 2023, for a period up to June 30, 2025, or until the occurrence of the events set out under Article 14.6 of Part B of the Articles of Association of the Company, whichever is earlier.

(c) Mr. Rajiv Maliwal has been appointed as an Independent Non-Executive Director on May 25, 2023, for a period of 3 years.

The Company has received necessary approvals from the shareholders for the appointment of all the directors.

18.2 Directors resigned during the financial year till date:

Mr. Abhay Havaldar, Independent Non-Executive Director, has resigned from the Board of the Company, with effect from April 02, 2023. Mr. Abhay Havaldar has informed the Company that, considering his primary activity as an investor, he is required to join several other boards which unfortunately limits his ability to do justice to what is required to be an effective Board member of HCG, and that there are no other material reasons for his resignation from the Board. He has served as an independent director on the Board from August 20, 2020.

Members of the Board placed on record their appreciation for the remarkable support and guidance provided by Mr. Abhay Havaldar during his tenure as Director, and for his active participation in all the decision-making processes of the Board.

18.3 Retirement by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Siddharth Patel and Ms. Anjali Ajaikumar, directors, retires by rotation at the AGM, and being eligible, offers themselves for reappointment.

Appropriate resolutions for the reappointment of directors retiring by rotation would be placed for the approval of the shareholders of the Company at the ensuing AGM,

18.4 Reappointment of Independent Directors after the end of the financial year, but as on the date of the Report:

The Board of Directors of the Company, upon the recommendation of the Nomination and Remuneration Committee, has considered and approved the reappointment of the following directors, subject to the approval of the shareholders of the Company, through a Postal Ballot, to be completed on or before September 10, 2024.

(a) Ms. Geeta Mathur as an Independent Director, for a period of 5 years with effect from June 17, 2024; and

(b) Mr. Rajagopalan Raghavan as an Independent Director for a period of 5 years, with effect from August 12, 2024.

19. Number of meetings of the Board:

The meetings of the Board are scheduled at regular intervals to decide and discuss business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation.

The Board met 6 (six) times during the financial year 2023-24 viz., on May 25, 2023, August 10, 2023, August 18, 2023, November 09, 2023, February 08, 2024, and

March 21, 2024. The maximum interval between any two meetings did not exceed 120 days.

Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the report on Corporate Governance which forms a part of the Board’s Report.

20. Key Managerial personnel:

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2024.

a) Dr. B. S. Ajaikumar - Executive Chairman,

b) Mr. Meghraj Arvindrao Gore - Whole-time Director and Chief Executive Officer,

c) Ms. Ruby Ritolia - Chief Financial Officer and

d) Ms. Sunu Manuel - Company Secretary

Mr. Srinivasa Raghavan, Chief Financial Officer, has ceased to be Chief Financial Officer and KMP of the Company with effect from August 20, 2023, on account of his retirement from the Company. Ms. Ruby Ritolia was appointed as CFO and KMP of the Company, with effect from the start of business hours on August 21, 2023. The Members of the Board have placed on record their sincere appreciation for the invaluable contribution made by Mr. Srinivasa Raghavan during his tenure with the Company.

21. Committees of the Board and their constitution:

During the financial year, the Board had the following six Committees. The Composition of the Committees of the Board along with relevant information pertaining to Directors are detailed in the Corporate Governance Report which forms a part of this Report.

A. Audit Committee.

B. Risk Management Committee.

C. Nomination and Remuneration Committee.

D. Stakeholders’ Relationship Committee;

E. Corporate Social Responsibility Committee; and

F. Strategy Committee.

Keeping in view the requirements of the Companies Act, 2013 and Listing Regulations, as amended from time to time, the Board reviews the terms of reference of these Committees and the nomination of Board members to various Committees. The recommendations, if any, of these Committees are submitted to the Board for approval.

The Audit Committee of the Board reviews, acts on and reports to the Board with respect to various auditing and accounting matters. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013, Regulation 18 of Listing Regulations, and have been detailed in the Corporate Governance Report, forming part of this Annual Report.

Audit Committee met 5 (five) times during the financial year 2023-24. The meetings were held on May 24, 2023, August 09, 2023, August 18, 2023, November 09, 2023, and February 07, 2024. All recommendations made by the Audit Committee have been accepted by the Board of Directors.

The composition of the Audit Committee during the financial year 2023-24 and the attendance at the committee meetings are given in the below table.

Name	Position	Number of meetings attended
Ms. Geeta Mathur	Chairperson	5
Mr. Rajagopalan Raghavan	Member	5
Mr. Amit Soni	Member	5
Mr. Pradip Kanakia	Member	5

(B) Risk Management Committee

The Board of Directors of the Company has constituted Risk Management Committee on June 17, 2021, to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Committee has overall responsibility for monitoring and approving the enterprise risk management framework and associated practices of the Company.

Prior to the formation of the Risk Management Committee, the Audit Committee of the Board was overseeing the Risk Management function of the enterprise as a whole and was called as Audit and Risk Management Committee. With effect from June 17, 2021, the Audit and Risk Management Committee is known as Audit Committee.

The Committee has met two times during the financial year 2023-24. The meetings were held on June 28, 2023, and December 01, 2023.

The composition of the Risk Management Committee and the attendance at the committee meetings during the financial year 2023-24 are given in the below table:

Name	Position	Number of meetings attended
Dr. B. S. Ajaikumar	Chairman	2
Mrs. Geeta Mathur	Member	2
Mr. Meghraj Arvindrao Gore (Raj Gore)	Member	2

Note:

(i) Mr. Pradip Kanakia, Independent Non-Executive Director has been appointed as a Member of the Risk Management Committee with effect from February 08, 2024.

(ii) Ms. Geeta Mathur ceased to be a member of the Committee with effect from February 08, 2024.

Details of terms of reference of the Committees, attendance at meetings of the Committees are provided in the Corporate Governance report. The Company Secretary acts as the Secretary of the Committee.

(C) Nomination and Remuneration Committee

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations.

Nomination and Remuneration Committee of the Board has met 5 (five) times during the financial year 2023-24. The meetings were held on May 25, 2023, August 09, 2023, August 18, 2023, November 09, 2023, and February 08, 2024.

The composition of the Nomination and Remuneration Committee and the attendance at the committee meetings during the financial year 2023-24 are given in the below table.

Name	Position	Number of meetings attended
Mr. Rajagopalan Raghavan	Chairperson	5
Mr. Siddharth Patel	Member	4
Dr. B. S. Ajaikumar	Member	5
Ms. Geeta Mathur	Member	5
Mr. Jeyandran Venugopal	Member	3
Mr. Rajiv Maliwal	Member	2
Mr. Pradip Kanakia	Member	1

Note:

(i) Mr. Pradip Kanakia, Independent Non-Executive Director has been appointed as a Member of the Nomination and Remuneration Committee with effect from May 16, 2023, and he ceased to be a member of the Committee with effect from August 10, 2023.

(ii) Mr. Rajiv Maliwal, Independent Non-Executive Director has been appointed as Member of the Nomination and Remuneration Committee with effect from August 10, 2023.

(iii) Mr. Abhay Havaldar, Independent Non-Executive Director has resigned from the Board of the Company with effect from April 02, 2023, and has ceased to be a member of the Committee, effective from April 02, 2023.

(D). Stakeholders'' Relationship Committee

This Committee is constituted in compliance with Section 178 of the Companies Act, 2013 and Listing Regulations as Stakeholders’ Relationship Committee. Stakeholders’ Relationship Committee of the Board has met once during the financial year 2023-24. The meeting was held on March 21, 2024. The Chairman of the Committee, Mr. Amit Soni is a nonexecutive director.

The composition of the Stakeholders Relationship Committee and their attendance at the Committee meeting during the financial year 2023-24 are given in the below table.

Name		Position	Number of meetings attended
Mr. Amit Soni		Chairman	1
Dr. B. S. Ajaikumar		Member	1
Mr. Rajagopalan		Member	1
Raghavan

Note:

(i) Mr. Abhay Havaldar, Independent Non-Executive Director has resigned from the Board of the Company with effect from April 02, 2023, and has ceased to be a member of the Committee, effective from April 02, 2023.

(ii) Mr. Rajagopalan Raghavan, Independent NonExecutive Director has been appointed as Member of the Stakeholders’ Relationship Committee with effect from June 28, 2023.

(E) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by our Board of Directors at their meeting held on May 29, 2015. The terms of reference of the Corporate Social Responsibility Committee of our Company are as per Section 135 of the Companies Act, 2013 and the applicable rules thereunder.

The committee has met once during the FY 2023-24. The meeting was held on March 20, 2024.

The composition of the Corporate Social Responsibility Committee is given in the below table:

Name Position	Number of meetings attended
Dr. B. S. Ajaikumar Chairman	1
Mr. Siddharth Patel Member	1
Mr. Jeyandran Venugopal Member	0

The Committee was constituted by our Board of Directors at their Meeting held on May 26, 2016, with the scope of reviewing strategic initiatives; and for having an oversight of the strategic direction of the Company.

The members of the Committee shall be nominated by the Board of Directors with a right to appoint, replace the members from time to time. The Company Secretary shall act as the Secretary of the Committee. CFO shall be an invitee to the Committee Meetings and would provide support to the Committee in terms of financial analysis and planning.

The Committee has met three (3) times during the financial year 2023-24. The meetings were held on August 07, 2023, November 03, 2023, and February 05, 2024.

The members of the Committee and their attendance at the Committee meetings during the financial year 2023-24 are given in the below table:

Name	Position	Number of meetings attended
Dr. B. S. Ajaikumar	Chairman	3
Mr. Siddharth Patel	Member	3
Mr. Amit Soni	Member	3
Ms. Anjali Ajaikumar Rossi	Member	3

22. Board Evaluation:

In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board was undertaken. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, and the Listing Regulations, and in consonance with Guidance Note on Board Evaluation issued by SEBI in January 2019. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on rating, where the Board has carried out annual evaluation of (i) its own performance; (ii) directors’ performance on an individual basis; (iii) Chairman of the Board; and (iv) performance of all committees of the board for the Financial Year 2023-24.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, Board culture, various aspects of the Board’s functioning, execution and performance of specific duties, obligations and governance etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and committee

meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization’s strategy, risk and environment, level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The process also covered separate evaluations of Chairperson of the Board, Executive Directors, Non- Executive Directors and Independent Directors.

Evaluation of committees were based on criteria such as adequate independence of each of the committees, frequency of meetings and time allocated for discussions at meetings, functioning of Board committees and effectiveness of its advice/ recommendation to the Board, etc.

The Board had, during the year, opportunities to interact and make an assessment of its functioning as a collective body. In addition, there were opportunities for committees to interact, for Independent Directors to interact amongst themselves and for each Independent Director to interact with the Chairman. The Board found that, there was considerable value and richness in such discussions and deliberations.

The Board Evaluation discussion was focused around how to make the Board and its committees more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was appraised of the business issues and the related opportunities and risks. The Board discussed various aspects of the functioning of the Board and its committees such as structure, composition, meetings, functions and interaction with the management and what needs to be done to further improve the effectiveness of the Board’s functioning.

Additionally, during the evaluation discussion, the Board also focused on the contribution being made by the Board as a whole, through its committees and discussions on a one-on-one basis with the Chairman.

The process of Board Evaluation was led by the Chairman of the Nomination and Remuneration Committee. The overall assessment of the Board was that it was functioning as a cohesive body including the committees of the Board that were functioning well with periodic reporting by the committees to the Board on the work done and progress made during the period. The Board acknowledged the efforts and contributions made by the Chairperson, Executive and Non- Executive Directors and Independent Directors towards the Company’s performance.

The Board also noted that the actions identified in the past evaluation had been acted upon. Subsequent to the evaluation done in the financial year 2023-24, given the changing external environment, some areas have been identified for the Board to engage itself with and these will be acted upon.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its committees continue to operate effectively and the performance of the Directors and the Chair is satisfactory.

23. Risk Management and Enterprise Risk Management Policy:

Pursuant to Regulation 21 of Listing Regulations, your Company has developed and rolled out a comprehensive Enterprise Risk Management Policy. The policy aims at elimination or reduction of risk exposures through identification and analysis of various types of risks and facilitating timely action for taking risk mitigation measures. The Risk Management and Steering Committee (RMSC) reviews the Company’s portfolio of risks and considers it against the Company’s risk appetite and recommends changes to the Risk Management technique and / or associated frameworks, processes and practices of the Company. The enterprise risk management process of the Company is progressing satisfactorily, but the entire process is yet to reach a level of maturity. RMSC also advises and guides the Company for making the process more robust and to achieve prudent balance between risk and reward in both ongoing and new business activities. The Risk Management Committee periodically reviews the risk management process.

For further details on the enterprise wide risk management framework, refer to Management and Discussion Analysis Report forming part of the Annual Report.

24. Policy on Board Diversity:

The Nomination and Remuneration Committee has framed a policy for Board Diversity, which lays down the criteria for appointment of Directors on the Board of your Company and guides organization’s approach to Board Diversity.

Your Company believes that Board diversity, basis the gender, race, age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for reviewing the policy from time to time. The policy on Board Diversity has been placed on the Company’s website at https:// www.hcgoncologv.com/corporate-governance/#Policies-a nd-Guidelines.

25. Compliance Management Framework:

For monitoring compliances to applicable laws, your Company has instituted an online compliance management system within the organization to monitor compliances and provide updates to the senior management and Board on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

26. Corporate Social Responsibility:

Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large, well before it has been prescribed through the Companies Act, 2013; and over the years, had been pursuing as a part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself and create an environment of partnership for inclusive development.

As per the provisions of Section 135 of the Companies Act, 2013, the Company has well defined policy on CSR which covers the activities as prescribed under Schedule VII of the Companies Act 2013. The CSR Policy is available on the website of the Company at https://www.hcgoncology. com/corporate-governance/#Policies-and-Guidelines.

The composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is attached herewith as Annexure 6 and forms an integral part of this Annual Report.

27. Internal Audit:

Your Company has continued its engagement with M/s. Ernst & Young LLP, to conduct internal audit across the organization during the year under review. We have also strengthened the in-house internal audit team which has set-up concurrent audits to supplement and support the efforts of M/s. Ernst & Young LLP.

28. Internal Financial Control system and their adequacy:

The management has laid down internal financial controls to be followed by the Company. We have adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The internal control system commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives in effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to senior management and Board on a periodic basis. The Audit Committee and the Board periodically monitor status of compliances with applicable laws.

As part of the Corporate Governance Report, CEO/ CFO certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an Internal Audit function; and the Audit Committee of the Board oversees the Internal Audit function.

The scope and authority of the Internal Audit function is derived from the Audit Committee Charter approved by the Audit Committee of the Board. The Internal Audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The Internal Audit function provides assurance to the Board and management that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

29. Whistle Blower/Vigil Mechanism for Directors and employees:

Section 177(9) and (10) of the Companies Act, 2013, mandates every listed company to establish a vigil mechanism for its directors and employees which shall function as a channel for receiving and redressing their complaints. The vigil mechanism provides for (a) adequate safeguards against victimization of persons who use the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Under this policy, we have adopted a vigil mechanism which would encourage our directors, employees and all other stakeholders to report any incidence of fraudulent financial or other information to the stakeholders, reporting of instance(s) of leak or suspected leak of unpublished price sensitive information, and any conduct that results in violation of the Company’s code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employee who reports under the vigil mechanism or participates in the investigation.

Awareness of policies is created by, inter alia, training and sending group mailers highlighting actions taken by the Company against the errant employees. All complaints received through the whistle blower mechanism are reviewed and investigated by the Ombudsperson. Dedicated email address has been created to facilitate receipt of complaints directly by the Ombudsperson.

The Audit Committee periodically reviews the functioning of this mechanism. No individual in the Company has been denied access to the Audit Committee or its Chairperson.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations.

Mechanism followed under the process is appropriately communicated within the Company across all levels and

has been displayed on the Company’s intranet and website at https://www.hcgoncology.com/ corporate-governance/ #Policies-and-Guidelines.

30. Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company’s website at https://www.hcgoncologv.com/ corporate-governance/#Policies-and-Guidelines.

31. Company’s Policy on Appointment and Remuneration of Directors:

The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Your Company believes that Board diversity, basis the gender, race, age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for reviewing the policy from time to time.

The Policy of the Company on the Director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013, is available on our website https://www.hcgoncology.com/corporate-governance/#Policies-and-Guidelines. We affirm that the remuneration paid to Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

32. Particulars of employees:

The statement containing particulars in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 for the year ended March 31, 2024, forms part of this Annual Report and is appended herewith as Annexure 3 to this Report.

A statement containing, inter alia, names of top ten employees and employees if employed throughout the financial year and in receipt of remuneration of INR 102 Lakhs or more, employees employed for part of the year and in receipt of INR 8.50 Lakhs per month or more, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in Annexure 3 to this report.

33. Significant or Material orders:

During the period under report, there were no material or significant orders passed by the Regulators/Courts/ Tribunals which would have an impact on the going concern status and operations of the Company in future.

34. Statutory Auditors:

The Board of Directors of the Company at their meeting held on May 26, 2022, on the recommendation of the Audit Committee, had approved the reappointment of M/s. B S R & Co., LLP, (Firm Registration No. 101248W/W-100022) Chartered Accountants as Statutory Auditors, for a second term of 5 (five) consecutive years commencing from financial year 2022-23 and ending with financial year 2026-27, subject to the approval of shareholders.

The shareholders at the 24^th (Twenty Fourth) Annual General Meeting of the Company held on September 29, 2022, had approved the appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022) as Statutory Auditors for a term of 5 (five) years commencing from the conclusion of the said Annual General Meeting of the Company, till the conclusion of the 29^th (Twenty Nineth) Annual General Meeting to be held in the year 2027.

35. Statutory Auditors'' Report:

There are no qualifications, reservations or adverse remarks made by M/s B S R & Co. LLP., Statutory Auditors, in their report for the financial year ended March 31, 2024. The Auditors’ Report being self-explanatory does not call for any further comments from the Board of Directors, except for the following matters on: (a) Other Legal and Regulatory Requirements forming part of Independent Auditor’s Report on the Consolidated Financial Statements of HealthCare Global Enterprises Limited, and Report of the Standalone Financial Statements for the year ended March 31, 2024:

(a) Title deeds of immovable properties disclosed in the standalone financial statements are held in the name of the Company, except for title deeds of the properties of the Company in Ahmedabad, Bengaluru and Vijayawada. Please refer to Clause () (c) of Annexure A to the Independent Auditor’s Report on the Standalone Financial Statements of the Company for the year ended 31 March 2024, for the observations in detail.

(b) Proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors, except (a) that the back-up of Tally with respect to a Subsidiary incorporated in India which form part of the ‘books of account and other relevant books and papers in electronic mode'' have not been maintained on the servers physically located in India on a daily basis during 1 April 2023

till 18 May 2023; and (b) for the matters stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. Please refer to Sl. No.2 A(b) under the Report on Other Legal and Regulatory Requirements to the Independent Auditor’s Report on the Consolidated Financial Statements of the Company, for the observation in detail.

(c) Except for the instances mentioned below, the Holding Company and the subsidiary companies, which are companies incorporated in India, have used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:

i. In respect of the Holding Company and three subsidiary companies, the feature of recording audit trail (edit log) facility was not enabled at the application level for certain non-editable fields/ tables and at the database level to log any direct data changes, for the accounting software used for maintaining the books of account relating to revenue and consumption records.

ii. In respect of the accounting software used for maintaining books of accounts relating to revenue, purchases, inventory, accounts payable, accounts receivable, fixed assets and general ledger by the Holding Company and three subsidiary companies, the feature of recording audit trail (edit log) facility was not enabled (a) at the database level to log any direct data changes; (b) at the application level for certain tables relating to various processes (c) at the application level for certain tables relating to various processes for a part of the year since it was enabled in a phased manner from December 2023 to January 2024 and (d) at the application level for certain changes performed by users having privileged access rights.

Hi. In respect of the Holding Company and five

subsidiary companies, in the absence of reporting on compliance with audit trail requirements in the independent auditor’s report of a service organization for an accounting software used for maintaining the books of account relating to payroll master, which is operated by a third-party software service provider, we are unable to comment whether audit trail feature at the database level of the said software was enabled to log any direct data changes and operated throughout the year for all relevant transactions recorded in the software.

iv. In respect of two accounting software used for

maintaining books of accounts relating to the acquired business by the Holding Company

(operated from 3 October 2023 to 31 December 2023), did not have the feature of recording audit trail (edit log) facility.

v In respect of two subsidiary companies, the accounting software used for maintaining books of accounts relating to revenue, purchases, inventory, accounts payable, accounts receivable, fixed assets and general ledger did not have the feature of recording audit trail (edit log) facility.

vi. Further, in respect of a subsidiary company, the accounting software used for maintaining books of accounts relating to revenue and consumption records did not have the feature of recording audit trail (edit log) facility.

Further, for the periods where audit trail (edit log) facility was enabled and operated for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with.

(d) With reference to Sr. No. 2 of the table mentioned in clause (xxi) of Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statements, relating to the Export Promotion Capital Goods (EPCG) benefit availed by HCG Medi-Surge Hospital Private Limited, subsidiary, and the delay in Duty payable thereon.

In this regard, the Board of Directors places its

response as under:

(i) With respect to the observation under (a) above on the tittle deeds not in the name of the Company, all the three properties were owned by the subsidiaries of the Company viz., HCG Medi-surge Hospitals Private Limited (Ahmedabad), Banashankari Medical and Oncology Research Centre Private Limited (Bengaluru) and Healthcare Global Vijay Oncology Private Limited (Vijayawada).

Banashankari Medical and Oncology Research Centre Private Limited (Bengaluru) and Healthcare Global Vijay Oncology Private Limited (Vijayawada) have been amalgamated with the Company, and on account of the amalgamation, all the properties of these two companies have been transferred to the Company as per the order of the respective High Courts sanctioning the amalgamation. With respect to the property in Ahmedabad, it was owned by HCG Medi-surge Hospitals Private Limited, a subsidiary of the Company, where the legal ownership of the property has been transferred to the Company on account of the demerger of the multi-specialty business of HCG Medi-surge Hospitals Private Limited.

As per the Scheme of Amalgamation/Demerger as approved by the High Court, in respect of such assets belonging to the Transferor Company, the same shall, without any further act, instrument or

deed, be transferred to and stand vested in and / or be deemed to be transferred to and stand vested in the Transferee Company. However, the Company is in the process of updating the name of the Company in the title deeds of these properties as required under local jurisdictional authorities.

(ii) Regarding the observation on the maintenance of back up of Tally, this is with respect to BACC Health Care Private Limited, a wholly owned subsidiary of the Company (BACC), which is into the business of IVF, advanced diagnosis and treatment in the field of Assisted Reproduction Technology. The observation continues from the previous year and the same has been rectified during the year as observed in the Audit Report. IVF is one of the businesses which HCG entered into a decade ago and the business faced severe challenges last year given a rampant regulatory change which had taken the entire industry by storm. The Business stood up to the challenge and ensured all the regulatory compliances are duly met and has started to do quite well in the past few months, again.

BACC has a fully integrated Hospital Information System (HIS) which captures operational as well as certain financial information from the root level. This is the backbone of BACC’s operations, and this application has been ring-fenced with all the adequate support infrastructure including maintenance, upgrades, backup etc. BACC uses Tally as its accounting software where entries are passed based on the information in the HIS and other data points. Tally is not backed up on a daily basis, while the HIS has been backed up on a daily basis. There were no instances of any information loss, or such matters due to Tally not being backed up daily, earlier. HCG places utmost emphasis on adoption of Information Technology tools to foster growth of the business as appropriate.

(iii) With respect to Auditors observation on Audit Trail, our response with respect to the compliance of audit trail relating to the software used for maintaining books of accounts relating to revenue, consumption, purchases, inventory, accounts payable, accounts receivable, fixed assets and general ledger is as under:

(a) SAP application: With respect to the SAP application, the Company and its subsidiaries have substantially enabled the Audit trail over a period of the Financial Year 2023-24 basis the inputs given by various experts. The residual tables which were identified were also enabled in the month of April/May 2024. Further, the privileged user access rights have been fully removed, which was earlier provided for administrative functionality under appropriate supervision.

(b) SAP Database: The requirement of enabling the Audit trail was clarified by ICAI in the Month of January 2024 after which the Company discussed with the SAP experts on implementing the SAP. As SAP is a Global ERP and the integration structures are very complicated, the Company is discussing directly with the SAP company to help us enable the same. The process is currently under design and expected to be implemented by Q3 of Financial Year 2024-25.

(c) MedMantra(HIS) application : This is an application where no documents can be retrieved and edited, i.e., there is no change possible. Any data changes have to be done only through creation of a new document. This has been verified by an independent professional firm as well. As there is no possibility of editing any data, Audit trail is synonymous with every new data for which information as to who created, when created and what data created is available.

(d) MedMantra (HIS) database : The requirement of enabling the Audit trail was clarified by ICAI in the Month of January 2024 after which the company discussed with its Service providers Tata Consultancy Services (TCS) for implementing the same. The design underwent comprehensive testing in the Test environment through February and March 2024, along with identification and confirmation for the Tables that needed to be enabled for Audit trail. The same is being implemented in Live systems starting from April 2024.

(e) Success Factors data base : Success factors is standard Human Resource application of SAP. It is a subscription-based cloud application. The company has no control over the database. The company procures standard SOC-2 report from SAP periodically and furnishes the same to right stakeholders.

(f) BACC Health Care Private Limited (BACC) - This is 100% subsidiary of the Company migrated to MedMantra(HIS) and SAP from April 2024

(g) Malnad Hospital and Institute of Oncology private Limited (MHIO) - This subsidiary of the company implemented the Tally ERP which version had the Audit trail capability, in March 2024. However subsequent testing proved that it did not pass the tests of the entire requirement of the notification. Hence the subdidiary will migrate to the Company’s standard applications of MedMantra and SAP by end of Q4 of Financial Year 2024-25.

(iv) With reference to the Sr. No. 2 of the table under

Clause (xxi) of Annexure A to the Independent

Auditor’s Report on the Consolidated Financial

Statements, this relates to the Export Promotion Capital Goods (EPCG) benefit availed by HCG Medi-Surge Hospital Private Limited, a subsidiary (“Subsidiary”) and the Duty payable thereon. The Subsidiary had availed the EPCG benefit in the years Prior to 2015 and the period to fulfill the obligation had expired by 2019. The Subsidiary had an option to apply for extension of period or pay up the duty along with interest. However, the Subsidiary applied to the Policy Review Committee (PRC) seeking multiple relaxations including extension of time, lower interest rate if it were to pay-up the customs duty, and also to consider the fulfilment of the obligation by using the export earnings of the Group companies, primarily because of the influx of the Covid and consequently the dwindling down of medical tourism. The application to PRC had been accepted. However, there was no movement for more than one year. Hence it decided to pay-up the duty along with the applicable interest and ensure the same in Q2 and Q3 of Financial year 2023-24. Though the Duty is paid-up along with the applicable interest, the Group still awaits the disposal of the application to PRC with respect to the various relaxations prayed in the Application.

Further, the Statutory Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

36. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report:

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2024, and the date of the report. There has been no change in the nature of business of the Company during the last financial year.

37. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. V. Sreedharan, Partner, M/s V. Sreedharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March, 31, 2024. The said Report of the Secretarial Auditor in Form MR 3 as required under Section 204 of the Companies Act, 2013 read with Regulation 24A(1) of the Listing Regulations is annexed herewith as Annexure 1 and forms part of the report.

The Secretarial Auditors, in their report for the financial year ended March 31, 2024, have observed that:

As per Regulation 11(b) of Foreign Exchange Management (Mode of Payment and Reporting of NonDebt Instruments) Regulations, 2019 read with Rule 23(6) of Foreign Exchange Management (Non-Debt Instruments) Rules,2019, the first level Indian Company making downstream investment shall file Form DI with the Reserve Bank of India(‘RBI’) within 30 days from the date of allotment of equity instruments.

The Company has made downstream investment in ‘HCG EKO Oncology LLP’, one of its subsidiaries, during the year. Though the Company filed Form DI for the said investment made on March 08, 2024, the filing was not approved by the Authorized Dealer Bank asking for some additional information and documents. Subsequently, the Company has filed Form DI on June 17, 2024, and the same was approved on June 20, 2024.

In this regard, the Board of Directors would like to inform that the form DI for the investment made by the Company in HCG EKO Oncology LLP, (subsidiary) on March 08, 2024, was filed by the Company within the due date, and the same was not approved by the Authorized Dealer Bank before the due date, as they sought additional information and documents in support of the same. Subsequently, the Company filed Form DI on June 17, 2024, and the same was approved on June 20, 2024; and the Company in this regard has paid INR 20,000 as LSF.

Pursuant to Regulation 24A(2) of the Listing Regulations, the Secretarial Compliance Report, issued by M/s. V. Sreedharan & Associates, Practicing Company Secretaries, Bengaluru is annexed herewith as part of Annexure 1.

Other than the above, there are no other qualification, reservations or adverse remarks made by M/s. V. Sreedharan and Associates, Practicing Company Secretaries, Secretarial Auditor of the Company in their Secretarial Compliance Report, and all the other information that have been included in the certificate are self-explanatory.

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same. Your Company has complied with the applicable Secretarial Standards relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ during the year.

In compliance with the requirements of Listing Regulations, Secretarial Audit Report of Material Subsidiary Company viz., HCG Medi-Surge Hospitals Private Limited is also attached herewith as Annexure 8 and forms an integral part of this Annual Report. The Secretarial Audit Report of HCG Medi-Surge Hospitals Private Limited is selfexplanatory and does not contain any qualification, reservation or adverse remark.

38. Cost Records and Cost Auditor:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the financial year 2023-24.

The remuneration of M/s. Rao, Murthy & Associates, Cost Auditors of the Company for FY 2023-24, amounting to INR 1,75,000 (Rupees One Lakh Seventy-Five Thousand Only) (exclusive of taxes and re-imbursement of actual out-of-pocket expenses) in connection with the cost audit for FY 2023-24 has been ratified by the shareholders, at the AGM held on September 20, 2023.

Cost Audit Report for the financial year ended March 31, 2023 has been filed with the Registrar of Companies.

The board of Directors on the basis of the recommendations from the Audit Committee would make suitable recommendation to appoint M/s. Rao, Murthy & Associates (Firm Registration No. 00065), Cost Accountants as the Cost Auditors of the Company for FY 2024-25 at a remuneration of INR 2,00,000 (Rupees Two Lakhs Only) (exclusive of taxes and re-imbursement of actual out-ofpocket expenses, if any, subject to the ratification of the said fees by the shareholders at the ensuing AGM.

39. Particulars regarding Conservation of energy, Technology absorption and Foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is detailed in Annexure 7.

40. Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. The Company’s process ensures complete anonymity and confidentiality of information.

The below table provides details of complaints received/ disposed during the financial year 2023-24.

Number of complaints pending at the beginning of the financial year	0
No. of complaints filed during the financial year	2
No. of complaints disposed during the financial year	2
No. of complaints pending at the end of the financial year	0

41. Green initiative:

All agenda papers for the Board and committee meetings are disseminated electronically on a real-time basis.

The information regarding the performance of the Company is shared with the shareholders vide the Annual Report. The Annual Reports for FY 2023-24 are being sent in electronic mode, to all members who have registered their email ids for the purpose of receiving documents / communication in electronic mode with the Company and/or Depository Participants. The Annual Reports are also available on the Company’s website at https://www. hcgoncologv.com/annual-reports/.

The General Circular No. 14/ 2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020 and the subsequent circulars issued in this regard, the latest being 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID - 19”, Government of India have permitted Companies to dispatch the Notice calling General Meeting and Annual Report by e-mail only.

The Company had during FY 2023-24 sent various communications including Annual Reports, by email to those shareholders whose email addresses were registered with the Company/Depositories. In support of the ‘Green Initiative’ the Company encourages Members to register their email address with their Depository Participant or the Company, to receive soft copies of the Annual Report, Notices and other information disseminated by the Company, on a real-time basis without any delay.

We are also in the process of starting a sustainability initiative with the aim of being carbon neutral and minimize our impact on the environment. Sustainability practices will be implemented and tracked diligently to ensure that we comply with the goals we set for ourselves.

42. Employee Stock Option Schemes:

As required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosures as on March 31, 2024 are annexed to this Report as Annexure 2.

42.1 HCG ESOS 2014: Pursuant to regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014, the Company has obtained the approval of the members at the Annual General Meeting held on September 29, 2016, for ratifying Employee Stock Option Scheme of the Company (HCG ESOS 2014), the pre-IPO plan. HCG ESOS 2014 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014 and there have been no material changes to the plan during the financial year.

42.2 HCG ESOS 2021: The Board of Directors of the company, on February 11, 2021, approved the new Employee Stock Options Scheme titled “HCG Employee Stock Option Scheme - 2021” (HCG ESOS 2021). The HCG ESOS 2021 allows the issuance of options to employees of the Company and its subsidiaries. Each option comprises one underlying equity share. The shareholders have approved HCG ESOS 2021 vide Postal Ballot on May 23, 2021.

As per the Scheme, the Nomination and Remuneration Committee can grant the options to the employees deemed eligible. The Exercise Price shall be a price that is not less than the face value per share per option. Under the HCG ESOS 2021, a maximum of 62,67,000 (Sixty-Two Lakh Sixty-Seven Thousand Only) Options can be Granted exercisable into 62,67,000 (Sixty-Two Lakh Sixty-Seven Thousand Only) Equity Shares of face value of INR 10 (Rupees Ten only) each. Vesting of Options would be a function of continued employment with the Company (passage of time) and achievement of performance criteria as specified by the Nomination and Remuneration Committee as communicated at the time of grant of options. The option holders may exercise those options vested within a period of 7 years from the date of grant, while in employment.

The Nomination and Remuneration Committee of the board evaluates the performance and other criteria of employees and approves the grant of options based on the recommendation of the Strategy Committee. These options vest with employees over a specified period subject to fulfilment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price determined on the date of grant of options. Upon HCG ESOS 2021 coming into force, it has been decided that no future grants shall be made under HCG ESOS 2014.

The cost is determined by the fair value at the date when the grant is made using an appropriate valuation model and management’s estimate of equity instruments that will vest. That cost is recognized over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. Total stock compensation cost for the year ended March 31, 2024 is INR 72.39 million (FY 2022-23: INR 59.69 million) on standalone basis.

No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended and there have been no material changes to these plans during the financial year.

Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are available on the Company’s website at https://www.hcgoncology.com/ investor-relations/.

43. Director’s Responsibility Statement:

Pursuant to Section 134 (3) (C) and 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors,

and the reviews performed by management and the relevant Board committees, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.

44. Corporate Governance:

Your Company places utmost importance on its fiduciary role as a guardian of stakeholders’ interest and strives to achieve a mutually aligned objective of value and wealth creation for all interested parties. The Board and the Management humbly acknowledges this role and continues to propagate this belief through all layers of the organization to create an environment of accountability and trust.

These responsibilities continue to be the focus of its attention through the tumultuous ride along the path of expansion, ensuring the highest standards of ethics and integrity in all its business dealings while avoiding potential conflicts of interest. The result of this is a corporate structure which serves its ever-expanding business needs while maintaining transparency and adherence to the above stated beliefs.

A Report on Corporate Governance has been appended to this report and forms an integral part of this Report. As required by Regulation 17(8) read with Schedule II Part B of the Listing Regulations, the Executive Chairman, Whole time Director & Chief Executive Officer and Chief Financial Officer have given appropriate certifications to the Board of Directors.

Further, pursuant to Regulation 34(3) of Listing Regulations read with Part E of Schedule V of the Listing Regulations, a certificate from M/s. V. Sreedharan, Partner, V Sreedharan & Associates, (CP Number 833), Bengaluru, Practicing Company Secretaries certifying the compliance with various provisions of the Corporate Governance is annexed to this Report.

The Company has received a certificate from M/s. V. Sreedharan, Partner, V Sreedharan & Associates, (CP Number 833) Bengaluru, Practicing Company Secretaries, pursuant to clause 10(i) of Part C under Schedule V of Listing Regulations that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority and same forms part of the Corporate Governance Report.

45. Business Responsibility and Sustainability Report:

In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting (“the Committee”) to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report, the Committee recommended that BRR

be rechristened BRSR, where disclosures are based on Environmental, Social and Governance (ESG) parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23. BRSR report for the financial year 2023-24 forms an integral part of this Annual Report.

46. Disclosure related to Insolvency and Bankruptcy:

During the financial year under review, there are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

47. Declaration on Code of Conduct:

The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board members and senior management personnel as required under Regulation 34 read with Part D of Schedule V of the Listing Regulations. A declaration signed by Dr. B. S. Ajaikumar, Executive Chairman and Mr. Raj Gore, Whole-time Director and CEO of the Company affirming the compliance with the Code of Conduct of the Company for the financial year 2023-24 has been annexed as part of this Report.

b) Your Company has complied with the applicable Secretarial Standards relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ during the year.

c) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

49. Acknowledgements and Appreciations:

We stay committed to partnering for value creation and take this opportunity to thank one and all who have participated in our journey this far. Your Directors desire to place on record, its sincere appreciation to all employees at all levels, who with sustained dedicated effort and hard work, enabled the Company to deliver a good allround performance. Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the vendors, business associates, consultants, bankers, regulatory and government authorities, shareholders and investors at large and look forward to their continued support. We also take this opportunity to express sincere thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company and its healthcare services.

---

Mar 31, 2023

The Directors are pleased to present the Twenty Fifth Annual Report of your Company together with the audited standalone and consolidated financial statements and the auditors'' report thereon for the financial year ended March 31, 2023.

1. Financial Highlights:

The highlights of standalone and consolidated financial results of your Company and its subsidiaries are as follows:

(INR in Million)
Consolidated	2022-23	2021-22
Income from operations including income from Govt. Grants	16,944.47	13,977.83
Total Expenditure excluding Depreciation, Interest cost, tax and exceptional items	13,957.58	11,598.14
Profit including income from Govt. Grant and before other income, depreciation, interest cost, tax and exceptional items	2,986.89	2,379.69
Other income	131.84	126.67
Depreciation, Finance Charges and Exceptional items	2,669.75	1614.39
Share of (loss) of equity accounted investees	-0.18	-14.25
Profit before tax	448.80	877.72
Profit after tax attributable to the owners of the Company	293.49	537.33
Standalone
Income from operations including income from Govt. Grants	10,075.94	8,519.61
Total Expenditure excluding Depreciation, interest cost, tax and exceptional items	8,253.11	7,029.61
Profit including income from Govt. Grants and before other income, depreciation, interest cost, tax and exceptional items	1,822.83	1,490.00
Other income	8798	102.85
Depreciation, Finance Charges and exceptional items	1,334.60	782.44
Profit before tax	576.21	810.41
Profit after tax	401.91	382.53

2. Performance Overview:

The standalone and consolidated financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in compliance with applicable provisions of the Companies Act, 2013 (''the Act"), Indian Accounting Standards ("Ind-AS") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Consolidated Operations:

The consolidated income from operations including income from government grant for FY 2022-23 was INR 16,944.47 million as compared to INR 13,977.83 million in the previous fiscal year, reflecting an increase of 2,96717 million with year-on-year increase of 21.23%. EBITDA in FY 2022-23 was INR 2,986.89 million as compared to INR 2,379.69 million in FY 2021-22, reflecting year-on-year increase of INR 6072 million. EBITDA margin for the year was 1763% as compared to 1702% in FY 2021-22, reflecting an increase of 0.61% year-on-year. Profit after tax in the current fiscal year was INR 293.49 million as compared to INR 53733 million in FY 2021-22. PAT for the year 2021-22 was mainly on account of exceptional gain amounting to INR 946.1 million.

Standalone Operations:

The standalone income from operations including government grants for FY 2022-23 was INR 10,075.94 million as compared to INR 8,519.61 million for the previous financial year, reflecting an increase of 18.27%. Our EBITDA before exceptional items for FY 2022-23 was INR 1,822.83 million with EBITDA margin of 18.09% as against INR 1,490.0 million for FY 2021-22 with EBITDA margin of 17.5%.

For more information, please refer to the Financial and Operating Highlights in Management Discussion and Analysis Report.

3. Business and Strategy:

3.1 Business:

The Company is a provider of speciality healthcare focused on cancer and fertility. Under the "HCG" brand, we operate the largest cancer care network in India in terms of the total number of private cancer treatment centres licensed by the AERB (Government of India, Atomic Energy Regulatory Board).

In our HCG network, our specialist physicians adopt a technology-focused approach to diagnosis and treatment. For instance, we use advanced technologies, including molecular pathology and molecular imaging for accurate diagnosis and staging of cancer, which enable us to decide upon the appropriate course of treatment for each patient. We also utilise targeted nuclear medicine therapies as well as advanced radiation treatments to minimise side effects and improve the outcome of treatments. By ensuring that we adopt these diagnostic and treatment technologies throughout our HCG network, we are able to provide consistent quality of care to all patients.

Given the large number of patient cases treated across our HCG network, we believe that we are able to efficiently utilise our equipment, technologies and human resources, thereby deriving economies of scale. We believe that our business model is scalable and when combined with efficient utilisation of resources, it enables us to operate within a competitive cost structure.

As a group, we continue to deliver the highest standards of clinical outcomes across all our centres. Our standardised clinical protocols for diagnosis and treatment of cancer patients have allowed us to manage the large volume of patient cases across our HCG network with successful clinical outcomes. Mapping our own clinical outcomes and constantly evolving HCG treatment guidelines has paved way for standardization of clinical pathways and improvement in the functioning of the clinical departments. We believe that we are able to attract and retain highly skilled specialist physicians due to our reputation for clinical excellence, our technology-focused approach, the exposure and experience we provide in relation to clinical best practices and the training programmes we offer for their ongoing development. We believe that the abilities and expertise of our team of specialist physicians differentiate us relative to our competitors.

We also provide fertility treatment under our "Milann" brand. Our Milann fertility centres provide comprehensive reproductive medicine services, including assisted reproduction, gynaecological endoscopy and fertility preservation; and follow a multidisciplinary and technology-focused approach to diagnosis and treatment. Our Milann network also operates on a model similar to our HCG network, wherein the various Milann fertility centres aim to provide medical services following established protocols with a focus on quality medical care across diagnosis and treatment.

As of March 31, 2023, our HCG network consisted of 22 comprehensive cancer centres (including Kenya), and 4 multispecialty hospitals across India. HCG''s comprehensive cancer centres provide expertise and advanced technologies for the effective diagnosis and treatment of cancer under one roof. Under the "Milann" brand, HCG operates 7 fertility centres. The details of our existing comprehensive cancer centres as on the date of this report and their facilities and service offerings, including those under development forms part of the Management Discussion and Analysis Report.

3.2 Strategy: Our strategy, includes, inter alia:

a) Expand the reach of our cancer care network in India:

We plan to expand our network in India by establishing cancer centres across India and by expanding the capacity and service offering of the existing HCG cancer centres. We carry out a competitive assessment of the markets in which HCG plans to expand the network, based on a number of factors, including the estimated incidence of cancer in the primary and secondary catchment population, the number of comprehensive cancer centres, if any, in the catchment; the average distance patients have to travel to avail of such comprehensive cancer care; affordability of healthcare generally and cancer care in particular; and the available third party payer options, whether corporate, government or private insurance. HCG will continue to expand its network through partnership arrangements and acquisitions; and that the past experiences will aid the management in identifying potential opportunities in the future and assist HCG in integrating new cancer centres into the existing HCG network. We believe that our planned network will cater to the increasing unmet demand for cancer care in India.

b) Strengthen our HCG brand to reach more cancer patients:

We believe that our HCG brand distinguishes us from our competitors; and one of the areas of focus is building our brand, enhancing our market presence, brand image and visibility. We intend to strengthen our patient support groups comprising cancer survivors to further spread awareness of cancer screening and to educate patients regarding cancer treatment options and their relative outcomes and benefits. Through these initiatives, we seek to further strengthen our brand and our commitment to the community, cancer patients and their families.

c) Technology adoption and strengthening our information technology infrastructure:

HCG has been at the forefront of the fight against cancer. An area of such intensity requires innovative treatments and methods, and the introduction of industrychanging technologies, for the overall benefit of both the medical expert and the patient. Cancer research is an area that requires more serious work and HCG aims to rise up to that challenge. In all its years of working in this field, HCG has led the march against cancer and set benchmarks in the industry, by introducing many new technologies, highly useful in increasing the accuracy and saving time. Cancer care is an important area in health care, and we aim to lead with our strong framework and technology infrastructure.

With regard to our information technology infrastructure, in order to enhance the quality of care delivered to patients and to further enhance our clinical best practices and research capabilities, we continuously

focus on upgrading and strengthening the information technology infrastructure. Our information technology infrastructure is based on a private cloud-computing system and encompasses a centralised EMR system seamlessly integrated with various other centralised systems including HIS and ERP system. We believe that this would maximise efficiencies through the greater integration of our network, help us fine tune protocols through knowledge sharing and collaboration, enhance our ability to conduct longitudinal research studies (which are long-term observational research studies), associate clinical outcomes with mutation and other genomic findings in cancer patient tissues maintained at our biorepository. We further believe that this will position us as a partner of choice for cancer researchers and academia.

4. Management Discussion and Analysis Report:

In terms of Regulation 34 of Listing Regulations, the Management Discussion and Analysis Report (MD&A) on the Company''s financial and operational performance, industry trends, business outlook and Initiatives and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in separate section which forms part of the Annual Report. The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to its strategy and its ability to create and sustain value to your Company''s key stakeholders.

5. Transfer to Reserves and Surplus/Retained Earnings:

The movements in reserves and surplus/retained earnings are available in the Statement of Changes in Equity, which forms part of the financial statements.

6. Dividend:

The Company continues to look at growth prospects through new investment opportunities. Considering that consolidation is taking place in the healthcare industry in India, it presents us with more challenges in terms of growth and it is imperative that the Company looks at available

options for organic as well as in-organic growth. Achieving a consistent sustainable growth over the next few years and consolidating Company''s position competitively would be a key objective.

Keeping in view the growth strategy of the Company, the Board of Directors of your Company ("Board") have decided to plough back the profits and thus do not recommend any dividend for the financial year under review.

In terms of Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of Dividend to the Shareholders and/or retaining profits earned by the Company. The said policy is hosted on the website of the Company at https://www.hcgoncology.com/policies-and-guidelines/.

7. Transfer of unpaid and unclaimed amount to IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and refund of share application money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, no amount was due for transfer to IEPF.

8. Consolidated financial statements:

In accordance with the Companies Act, 2013 and the Companies (Indian Accounting Standards) Rules, 2015, the Company has been following the Indian Accounting Standards (Ind AS) for preparation of its financial statements from April 1, 2016.

9. Subsidiaries and Associates:

As on March 31, 2023, the Subsidiaries, Associates and Joint Venture Companies of the Company are as under:

Sl. No.	Name of the entity	Country of Incorporation	Primary business activity for which it was formed	% of ownership held by the Company as at March 31, 2023
1	HCG Medi-Surge Hospitals Private Limited	India	Cancer Care	74.00%
2	Malnad Hospital & Institute of Oncology Private Limited	India	Cancer Care	70.25%
3	HealthCare Global Senthil Multi Specialty Hospitals Private Limited	India	Cancer Care	100.00%
4	Niruja Product Development and Healthcare Research Private Limited	India	Research and Development	100.00%
5	BACC Health Care Private Limited	India	Fertility	100.00%
6	Suchirayu Health Care Solutions Limited	India	Multi Speciality	78.60%

Sl. No.	Name of the entity	Country of Incorporation	Primary business activity for which it was formed	% of ownership held by the Company as at March 31, 2023
7	HealthCare Diwan Chand Imaging LLP	India	Radiology/ Imaging	75.00%
8	HCG Oncology Hospitals LLP (formerly known as APEX HCG Oncology Hospitals LLP)	India	Cancer Care	100.00 %
9	HCG NCHRI Oncology LLP	India	Cancer Care	8714%
10	HCG Oncology LLP	India	Cancer Care	74.00%
11	HCG EKO Oncology LLP	India	Cancer Care	50.50%
12	HCG Manavata Oncology LLP	India	Cancer Care	51.00%
13	HCG SUN Hospitals LLP	India	Health Care Services (MultiSpecialty)	100.00%
14	HCG (Mauritius) Pvt. Ltd. (along with the shareholding of Niruja Product Development and Healthcare Research Private Limited)	Mauritius	Health Care Services	100.00%
15	Healthcare Global (Africa) Pvt. Ltd.	Mauritius	Health Care Services	100.00%
16	HealthCare Global (Uganda) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)	Uganda	Cancer care	100.00%
17	HealthCare Global (Kenya) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)	Kenya	Cancer care	100.00%
18	HealthCare Global (Tanzania) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)	Tanzania	Cancer care	100.00%
19	Cancer Care Kenya Limited (Subsidiary of HealthCare Global (Kenya) Private Limited)	Kenya	Cancer care	81.63%
20	Advanced Molecular Imaging Limited (HealthCare Global (Kenya) Private Limited holds 50% of the share capital)	Kenya	Production of Fluro Deoxi Glucose (FDG)	50.00%

As on March 31, 2023, none of the companies other than HCG Medi-Surge Hospitals Private Limited is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the Listing Regulations, as amended from time to time. The Company has also formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at: https://www. hcgoncology.com/policies-and-guidelines/.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company''s subsidiaries and associates in Form AOC-1, that forms part of this Report is attached as Annexure 4. Pursuant to Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company, prepared in accordance with the relevant accounting standards specified under Section 133 of the Companies Act, 2013 read with the Rules made thereunder, forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 (1) of the Companies Act, 2013:

a) The Annual Report of the Company, containing therein its standalone and consolidated financial statements, is placed on the website of the Company, i.e., https:// hcgoncology.com/annual-reports/.

b) The audited financial statements of subsidiary companies together with related information and other reports of each of the subsidiary companies would be placed on the website of the Company https://www. hcgoncology.com/annual-reports/.

10. Acquisitions, Divestments, Investments

The Company, in October 2022, has acquired 11.14% from Nagpur Cancer Hospital and Research Institute Private Limited (NCHRI) and Dr. Ajay Mehta, minority partners of HCG NCHRI Oncology LLP ("LLP") increasing the Company''s stake in the LLP to 87.14% In this regard, the Company has executed an Amendment Agreement with NCHRI and Dr. Ajay Mehta.

There were no other entities that became subsidiaries, associates during the Financial Year.

11. Public deposits:

Your Company has not accepted any deposits from public in terms of Section 73 and 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014; and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

12. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of Listing Regulations, disclosure on particulars relating to Loans/advances given, guarantees provided and investments made are provided as part of standalone financial statements of the Company.

13. Related party transactions:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on related party transactions. This policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business. All related party transactions entered during the year were in the ordinary course of business and at arm''s length basis. No material related party transactions were entered into by your Company during the year.

A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee for their review, on a quarterly basis. The policy on related party transactions has been hosted on the Company''s website https://www. hcgoncology.com/policiesandguidelines/ in terms of the Listing Regulations relating to Corporate Governance.

Disclosures as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC 2 which is annexed herewith as Annexure 5 and forms part of the report.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

14. Disclosure under Foreign Exchange Management (Non- Debt Instrument) Rules, 2019 ("NDI Rules"):

The Company has made preferential allotment of 2,95,16,260 equity shares and 1,85,60,663 warrants (convertible to equal number of equity shares) of the Company at INR 130 per equity share, aggregating to INR 625 Crore, to Aceso Company Pte. Ltd., Singapore ("Aceso"). Pursuant to the preferential allotment of shares to Aceso, and further acquisition of shares of the Company by Aceso through open offer, the Company has become a foreign owned and controlled company under Foreign Exchange Management (Non- Debt Instrument) Rules, 2019 ("NDI Rules") and other applicable laws, on September 08, 2020. The Company has

complied with the provisions relating to the same during the financial year, except to the extent provided under Sl. No. 37 (observations made by the Secretarial Auditor) of the Report.

15. Share Capital as on March 31, 2023:

15.1 Authorized Share Capital: As on the date of this report, the authorized share capital of the Company is INR 200,00,00,000 consisting of 20,00,00,000 equity shares of INR 10 each.

15.2 Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Share Capital of the Company has increased form INR 139,01,19,920 consisting of 13,90,11,992 equity shares of INR 10 each on March 31, 2022 to INR 139,11,60,620 consisting of 13,91,16,062 equity shares of INR 10 each on account of the following allotments of securities made by the Board of Directors of the Company during the year.

The Board of Directors of the Company has allotted 4,000 equity shares on May 26, 2022, 64,770 equity shares on August 10, 2022, 12,175 equity shares on November 10, 2022 and 23,125 equity shares on February 09, 2023, upon exercise of ESOPs by the employees as per HCG ESOS 2014 and HCG ESOS 2021.

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

16. Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)

(B) of the Listing Regulations. The Company has received and taken on record, the necessary declaration from each of the independent directors under Section 149 of the Companies Act, 2013 that they meet with the criteria of their independence. In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules made thereunder as well as in Listing Regulations and are independent from the management.

For the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors are of the opinion that the independent directors possess requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise and core competencies of the Board, including the Independent Directors is provided in the Corporate Governance Report, forming part of the Annual Report.

17. Annual Return:

The Annual Return of your Company as on March 31, 2023, in Form MGT- 7 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://hcgoncology.com/ corporate/investor-relations/.

18. Board of Directors:

Composition of Board of Directors

Our Board comprises of directors with a broad range of skills, experience, backgrounds and perspectives. This mix of skills, knowledge and experience enriches the Board discussion and contributes towards a high performing and effective Board.

As on March 31, 2023, the composition of your Company''s Board has an ideal combination of Executive, Non-Executive and Independent Directors and thereby ensuring separation of management and governance while maintaining its independence. In compliance with the terms of the Listing Regulations, Independent Directors constitute 50% of the Board strength including an independent women director.

Type of Directorship	No. of Directors	% of Board strength
Executive Directors	3	30%
Non-Executive Non-Independent Directors	2	20%
Independent Directors	5	50%
Total	10	100%

All 5 (five) Independent Directors are free from any business, pecuniary or other relationship that could materially influence their judgment and satisfy the criteria of independence as defined under the Companies Act, 2013 and Listing Regulations. The Company has 2 (two) woman Directors on the Board, one of whom is an Independent Non-Executive Director and one is a Whole-time Director. The profiles of these Directors forms part of the Annual Report.

18.1 Directors appointed during the financial year:

During the financial year, there were no new appointments to the Board. The appointments to the Board after March 31, 2023, till the date of the report are as under:

(a) Mrs. Anjali Ajaikumar Rossi, Whole-time Director, has been reappointed as Executive Director, effective from April 01, 2023, for a period up to: (a) June 30, 2026, or

(b) termination of the employment of the ''Executive Chairman'' in accordance with Article 14.6 of Part B of the Articles of Association of the Company, whichever is earlier.

(b) Dr. B. S. Ajaikumar, Executive Chairman, has been reappointed, effective from July 01, 2023, for a period up to June 30, 2025, or until the occurrence of the events set out under Article 14.6 of Part B of the Articles of Association of the Company, whichever is earlier.

(c) Mr. Rajiv Maliwal has been appointed as an Independent Non-Executive Director on May 25, 2023, for a period of 3 years.

The Company has received necessary approvals from the shareholders for the appointment of all the directors.

18.2 Directors resigned or ceased to be a director due to the completion of the tenure, during the financial year till date:

Mr. Abhay Havaldar, Independent Non-Executive Director, has resigned from the Board of the Company, with effect from April 02, 2023. Mr. Abhay Havaldar has informed the Company that, considering his primary activity as an investor, he is required to join several other boards which unfortunately limits his ability to do justice to what is required to be an effective Board member of HCG, and that there are no other material reasons for his resignation from the Board. He has served as a director on the Board from August 20, 2020.

Members of the Board placed on record their appreciation for the remarkable support and guidance provided by Mr. Abhay Havaldar during his tenure as Director, and for his active participation in all the decision making processes of the Board.

18.3 Retirement by rotation:

Mr. Amit Soni (DIN: 05111144), Non-Independent NonExecutive Director of the Company and Mr. Meghraj Arvindrao Gore, Whole-time Director & CEO (DIN: 07505123), are liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers herself for reappointment.

Appropriate resolutions for their re-appointment are being placed for the approval of the shareholders of the Company at the ensuing AGM. A brief profile of Mr. Amit Soni and Mr. Meghraj Arvindrao Gore and other related information is detailed in the Notice convening the 25^th AGM of your Company.

The Board considers the said re-appointments to be in the interest of the Company and hence recommends the same to the shareholders for approval.

19. Number of meetings of the Board:

The meetings of the Board are scheduled at regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation.

The Board met 5 (five) times during the financial year 202223 viz., on May 26, 2022, August 10, 2022, November 10, 2022, February 09, 2023 and March 27, 2023. The maximum interval between any two meetings did not exceed 120 days.

Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the report on Corporate Governance which forms a part of the Board''s Report.

20. Key Managerial personnel:

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2023.

a) Dr. B. S. Ajaikumar - Executive Chairman,

b) Mr. Meghraj Arvindrao Gore - Whole-time Director and Chief Executive Officer,

c) Mr. Srinivasa V Raghavan - Chief Financial Officer and

d) Ms. Sunu Manuel - Company Secretary

21. Committees of the Board and their constitution:

During the financial year, the Board had the following six Committees. The Composition of the Committees of the Board along with relevant information pertaining to

Directors are detailed in the Corporate Governance Report which forms a part of this Report.

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders'' Relationship Committee;

D. Corporate Social Responsibility Committee;

E. Strategy Committee; and

F. Risk Management Committee.

Keeping in view the requirements of the Companies Act, 2013 and Listing Regulations, as amended from time to time, the Board reviews the terms of reference of these Committees and the nomination of Board members to various Committees. The recommendations, if any, of these Committees are submitted to the Board for approval.

(A). Audit Committee

The Audit Committee of the Board reviews, acts on and reports to the Board with respect to various auditing and accounting matters. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013, Regulation 18 of Listing Regulations, and have been detailed in the Corporate Governance Report, forming part of this Annual Report.

Audit Committee met 5 (five) times during the financial year 2022 -23. The meetings were held on May 25, 2022, July 11, 2022, August 09, 2022, November 09, 2022 and February 08, 2023. All recommendations made by the Audit Committee have been accepted by the Board of Directors.

The composition of the Audit Committee during FY 2022 - 23 and the attendance at the committee meetings are given in the below table.

Name	Position	Number of meetings attended
Ms. Geeta Mathur	Chairperson	5
Mr. Rajagopalan Raghavan	Member	4
Mr. Amit Soni	Member	5
Mr. Pradeep Kanakia	Member with effect from May 26, 2022	4

Notes:

Mr. Pradip Kanakia, Independent Director, was appointed as a member of the Audit Committee effective from May 26, 2022.

(B) Nomination and Remuneration Committee

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations.

Nomination and Remuneration Committee of the Board has met 5 (five) times during the financial year 2022-23. The meetings were held on May 26, 2022, August 10, 2022, November 10, 2022, February 09, 2023, and March 27, 2023.

The composition of the Nomination and Remuneration Committee and the attendance at the committee meetings during FY 2022-23 are given in the below table.

Name	Position	Number of
		meetings attended
Mr. Rajagopalan Raghavan	Chairperson	5
Mr. Siddharth Patel	Member	5
Dr. B. S. Ajaikumar	Member	5
Mr. Abhay Prabhakar Havaldar	Member	4
Ms. Geeta Mathur	Member	5
Mr. Jeyandran Venugopal	Member	4

Note:

(i) Mr. Abhay Havaldar, Independent Non-Executive Director has resigned from the Board of the Company with effect from April 02, 2023.

(ii) Mr. Pradip Kanakia, Independent Non-Executive Director has been appointed as a Member of the Nomination and Remuneration Committee with effect from May 16, 2023.

(C) Stakeholders'' Relationship Committee

This Committee is constituted in compliance with Section 178 of the Companies Act, 2013 and Listing Regulations as Stakeholders'' Relationship Committee.

Stakeholders'' Relationship Committee of the Board has met once during the financial year 2022-23. The meeting was held on March 29, 2023. The Chairman of the Committee, Mr. Amit Soni is a non-executive director.

The composition of the Stakeholders'' Relationship Committee and their attendance at the Committee meetings during FY 2022-23 are given in the below table.

Name	Position	Number of
		meetings attended
Mr. Amit Soni	Chairman	1
Dr. B. S. Ajaikumar	Member	1
Mr. Abhay Havaldar	Member	1

Note:

(i) Mr. Abhay Havaldar, Independent Non-Executive Director has resigned from the Board of the Company with effect from April 02, 2023.

(ii) Mr. Rajagopalan Raghavan, Independent Non-Executive Director has been appointed as Member of the Stakeholders'' Relationship Committee with effect from June 28, 2023.

(D). Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by our Board of Directors at their meeting held on May 29, 2015. The terms of reference of the Corporate Social Responsibility Committee of our Company are as per Section 135 of the Companies Act, 2013 and the applicable rules thereunder.

The Committee did not meet during the financial year 2022-23, as there was no CSR spend for the financial year.

The composition of the Corporate Social Responsibility Committee is given in the below table:

Name	Position
Dr. B. S. Ajaikumar	Chairman
Mr. Siddharth Patel	Member
Mr. Jeyandran Venugopal	Member

(E) Strategy Committee

The Committee was constituted by our Board of Directors at their Meeting held on May 26, 2016 with the scope of reviewing strategic initiatives; and for having an oversight of the strategic direction of the Company.

The members of the Committee shall be nominated by the Board of Directors with a right to appoint, replace the members from time to time. The Company Secretary shall act as the Secretary of the Committee. CFO shall be an invitee to the Committee Meetings and would provide support to the Committee in terms of financial analysis and planning.

The Committee has met four times during the financial year 2022-23. The meetings were held on May 23, 2022, August 09, 2022, October 31, 2022 and February 01, 2023.

The members of the Committee and their attendance at the Committee meetings during FY 2022-23 are given in the below table:

Name	Position	Number of meetings attended
Dr. B. S. Ajaikumar	Chairman	4
Mr. Siddharth Patel	Member	4
Mr. Amit Soni	Member	4
Ms. Anjali Ajaikumar Rossi	Member	3

(F) Risk Management Committee

The Board of Directors of the Company has constituted Risk Management Committee on June 17, 2021, to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Committee has overall responsibility for monitoring and approving the enterprise risk management framework and associated practices of the Company.

Prior to the formation of the Risk Management Committee, the Audit Committee of the Board was overseeing the Risk Management function of the enterprise as a whole, and was called as Audit and Risk Management Committee. With effect from June 17, 2021, the Audit and Risk Management Committee is known as Audit Committee.

The Committee has met two times during the financial year 2022-23. The meetings were held on August 24, 2022 and January 16, 2023.

The composition of the Risk Management Committee and the attendance at the committee meetings during FY 2022-23 are given in the below table:

Name	Position	Number of
		meetings attended
Dr. B. S. Ajaikumar	Chairman	2
Mrs. Geetha Mathur.	Member	2
Mr. Raj Gore	Member	2

Details of terms of reference of the Committees, attendance at meetings of the Committees are provided in the Corporate Governance report. The Company Secretary acts as the Secretary of all the Committees of the Board.

22. Board Evaluation:

In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board was undertaken. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, and the Listing Regulations, and in consonance with Guidance Note on Board Evaluation issued by SEBI in January 2019. The Board evaluation was conducted through questionnaire having qualitative

parameters and feedback based on rating, where the Board has carried out annual evaluation of (i) its own performance; (ii) directors'' performance on an individual basis; (iii) Chairman of the Board; and (iv) performance of all committees of the board for the Financial Year 2022-23.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, Board culture, various aspects of the Board''s functioning, execution and performance of specific duties, obligations and governance etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and committee meetings, representation of shareholder interest and

enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization''s strategy, risk and environment, level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The process also covered separate evaluation of Chairperson of the Board, Executive Directors, Non- Executive Directors and Independent Directors.

Evaluation of committees were based on criteria such as adequate independence of each of the committees, frequency of meetings and time allocated for discussions at meetings, functioning of Board committees and effectiveness of its advice/recommendation to the Board, etc.

The Board had, during the year, opportunities to interact and make an assessment of its functioning as a collective body. In addition, there were opportunities for committees to interact, for Independent Directors to interact amongst themselves and for each Independent Director to interact with the Chairman. The Board found that, there was considerable value and richness in such discussions and deliberations.

The Board Evaluation discussion was focused around how to make the Board and its committees more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was appraised of the business issues and the related opportunities and risks. The Board discussed various aspects of the functioning of the Board and its committees such as structure, composition, meetings, functions and interaction with the management and what needs to be done to further improve the effectiveness of the Board''s functioning.

Additionally, during the evaluation discussion, the Board also focused on the contribution being made by the Board as a whole, through its committees and discussions on a one on one basis with the Chairman.

The process of Board Evaluation was led by the Chairman of the Nomination and Remuneration Committee. The overall assessment of the Board was that it was functioning as a cohesive body including the committees of the Board that were functioning well with periodic reporting by the committees to the Board on the work done and progress made during the period. The Board acknowledged the efforts and contributions made by the Chairperson, Executive and Non- Executive Directors and Independent Directors towards the Company''s performance.

The Board also noted that the actions identified in the past evaluation had been acted upon. Subsequent to the evaluation done in the financial year 2022-23, given the changing external environment, some areas have been identified for the Board to engage itself with and these will be acted upon.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the

Board and its committees continue to operate effectively and the performance of the Directors and the Chair is satisfactory.

23. Risk Management and Enterprise Risk Management Policy:

Pursuant to Regulation 21 of Listing Regulations, your Company has developed and rolled out a comprehensive Enterprise Risk Management Policy. The policy aims at elimination or reduction of risk exposures through identification and analysis of various types of risks and facilitating timely action for taking risk mitigation measures. The Risk Management and Steering Committee (RMSC) reviews the Company''s portfolio of risks and considers it against the Company''s risk appetite and recommends changes to the Risk Management technique and / or associated frameworks, processes and practices of the Company. The enterprise risk management process of the Company is progressing satisfactorily, but the entire process is yet to reach a level of maturity. RMSC also advises and guides the Company for making the process more robust and to achieve prudent balance between risk and reward in both ongoing and new business activities. The Risk Management Committee periodically reviews the risk management process.

For further details on the enterprise wide risk management framework, refer to Management and Discussion Analysis Report forming part of the Annual Report.

24. Company''s Policy on Appointment and Remuneration of Directors:

The Nomination and Remuneration Committee has framed a policy for Board Diversity, which lays down the criteria for appointment of Directors on the Board of your Company and guides organization''s approach to Board Diversity.

Your Company believes that Board diversity, basis the gender, race, age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for review of the policy from time to time. The policy on Board Diversity has been placed on the Company''s website at https://www. hcgoncology.com/policiesandguidelines/.

25. Compliance Management Framework:

For monitoring compliances to applicable laws, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management and Board on a periodic basis. The Audit Committee and the Board periodically monitor status of compliances with applicable laws.

26. Corporate Social Responsibility:

Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large, well before it has been prescribed thorough the Companies Act, 2013; and over the years, had been pursuing as a part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself and create an environment of partnership for inclusive development.

As per the provisions of Section 135 of the Companies Act, 2013, the Company has well defined policy on CSR which covers the activities as prescribed under Schedule VII of the Companies Act 2013. The CSR Policy is available on the website of the Company at https://www.hcgoncology.com/ policies-and-guidelines/.

The composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is attached herewith as Annexure 6 and forms an integral part of this Annual Report.

27. Internal Audit:

Your Company has continued its engagement with M/s. Ernst & Young LLP, to conduct internal audit across the organization during the year under review. We have also strengthened the in-house internal audit team to supplement and support the efforts of M/s. Ernst & Young LLP.

28. Internal Financial Control system and their adequacy:

The management has laid down internal financial controls to be followed by the Company. We have adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The internal control system commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives in effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to senior management and Board on a periodic basis. The Audit Committee and the Board periodically monitor status of compliances with applicable laws.

As part of the Corporate Governance Report, CEO/ CFO certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an Internal Audit function; and the Audit Committee of the Board oversees the Internal Audit function.

The scope and authority of the Internal Audit Function is derived from the Audit Committee Charter approved by the Audit Committee of the Board. The Internal Audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The Internal Audit function provides assurance to the Board and management that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

29. Whistle Blower/Vigil Mechanism for Directors and employees:

Section 177(9) and (10) of the Companies Act, 2013, mandates every listed company to establish a vigil mechanism for its directors and employees which shall function as a channel for receiving and redressing their complaints. The vigil mechanism provides for (a) adequate safeguards against victimization of persons who use the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Under this policy, we have adopted a vigil mechanism which would encourage our directors, employees and all other stakeholders to report any incidence of fraudulent financial or other information to the stakeholders, reporting of instance(s) of leak or suspected leak of unpublished price sensitive information, and any conduct that results in violation of the Company''s code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employee who reports under the vigil mechanism or participates in the investigation.

Awareness of policies is created by, inter alia, training and sending group mailers highlighting actions taken by the Company against the errant employees. All complaints received through the whistle blower mechanism are reviewed and investigated by the Ombudsperson. Dedicated email address has been created to facilitate receipt of complaints directly by the Ombudsperson.

The Audit Committee periodically reviews the functioning of this mechanism. No individual in the Company has been denied access to the Audit Committee or its Chairperson.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations.

Mechanism followed under the process is appropriately communicated within the Company across all levels and has been displayed on the Company''s intranet and website at https://www.hcgoncology.com/policies-and-guidelines/..

30. Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website at https://www.hcgoncology.com/ policies-and-guidelines/.

31. Company''s Policy on Appointment and Remuneration of Directors:

The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Your Company believes that Board diversity, basis the gender, race, age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for review of the policy from time to time.

The Policy of the Company on the Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013, is available on our website https://www.hcgoncology.com/policies-and-guidelines/. We affirm that the remuneration paid to Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

32. Particulars of employees:

The statement containing particulars in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 for the year ended March 31, 2023 forms part of this Annual Report and is appended herewith as Annexure 3 to this Report.

A statement containing, inter alia, names of top ten employees and employees if employed throughout the financial year and in receipt of remuneration of INR 102 Lakhs or more, employees employed for part of the year and in receipt of INR 8.50 Lakhs per month or more, pursuant to Rule 5(2) the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in Annexure 3 to this report.

33. Significant or Material orders:

During the period under report, there were no material or significant orders passed by the Regulators/Courts/ Tribunals which would have an impact on the going concern status and operations of the Company in future.

34. Statutory Auditors:

The shareholders at the 19th (nineteenth) Annual General Meeting of the Company held on August 10, 2017, had approved the appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022) as Statutory Auditors for a term of 5 (five) years commencing from the conclusion of the said Annual General Meeting of the Company, till the conclusion of the Annual General Meeting to be held in the year 2022.

Since the first term of M/s. B S R & Co. LLP, Chartered Accountants, as Statutory Auditor, was coming to an end at the Annual General Meeting held on September 29, 2022, the Board of Directors of the Company at their meeting held on May 26, 2022, on the recommendation of the Audit Committee, had approved the reappointment of M/s. B S R & Co., LLP, Chartered Accountants as Statutory Auditors, for a second term of 5 (five) consecutive years commencing from financial year 2022-23 and ending with financial year 2026-27, subject to the approval of shareholders.

The shareholders at the 24^th (Twenty Fourth) Annual General Meeting of the Company held on September 29, 2022, had approved the appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022) as Statutory Auditors for a term of 5 (five) years commencing from the conclusion of the said Annual General Meeting of the Company, till the conclusion of the 29th (Twenty Nineth) Annual General Meeting to be held in the year 2027.

35. Statutory Auditors'' Report:

There are no qualifications, reservations or adverse remarks made by M/s B S R & Co. LLP., Statutory Auditors, in their report for the financial year ended March 31, 2023. The Auditors'' Report being self-explanatory does not call for any further comments from the Board of Directors, except for the following:

(a) Title deeds of immovable properties disclosed in the standalone financial statements are held in the name of the Company, except for title deeds of the properties of the Company in Ahmedabad, Bengaluru and Vijayawada. Please refer to Clause (i) (c) of Annexure A to the Independent Auditor''s Report on the Standalone Financial Statements of the Company, and Clause (xxi) of Annexure A to the Independent Auditor''s Report on the Consolidated Financial Statements of the Company for the year ended 31 March 2023, for the observations in detail.

(b) Proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears on their examination of those books and the reports of the other auditors, except that the back-up of Tally with respect to a subsidiary incorporated in India, whose financial statements reflects total assets (before consolidation adjustments) of I NR 55275 million as at 31 March 2023 and total revenues (before consolidation adjustments) of INR 663.29 million for the year ended on that date, as considered in the consolidated financial statements, which form part of the ''books of account and other relevant books and papers in electronic mode'' have not been maintained on the servers physically located in India on a daily basis. The back-up of Tally has been maintained on the servers physically located in India as at the year end. Please refer to Sl. No.2 A(b) under the Report on Other Legal and Regulatory Requirements to the Independent Auditor''s Report on the Consolidated Financial Statements of the Company, for the observation in detail.

In this regard, the Board of Directors places its response as

under:

(i) With respect to the observation under (a) above on the tittle deeds not in the name of the Company, all the three properties were owned by the subsidiaries of the Company viz., HCG Medi-surge Hospitals Private Limited (Ahmedabad), Banashankari Medical and Oncology Research Centre Private Limited (Bengaluru) and Healthcare Global Vijay Oncology Private Limited (Vijayawada).

Banashankari Medical and Oncology Research Centre Private Limited (Bengaluru) and Healthcare Global Vijay Oncology Private Limited (Vijayawada) have been amalgamated with the Company, and on account of the amalgamation, all the properties of these two companies have been transferred to the Company as per the order of the respective High Courts sanctioning the amalgamation. With respect to the property in Ahmedabad, it was owned by HCG Medi-surge Hospitals Private Limited, a subsidiary of the Company, where the legal ownership of the property has been transferred to the Company on account of the demerger of the multi-specialty business of HCG Medi-surge Hospitals Private Limited.

As per the Scheme of Amalgamation/Demerger as approved by the High Court, in respect of such of the assets belonging to the Transferor Company, the same shall, without any further act, instrument or deed, be transferred to and stand vested in and / or be deemed to be transferred to and stand vested in the Transferee Company. However, the Company is in the process of updating the name of the Company in the title deeds of these properties as required under local jurisdictional authorities.

(ii) Regarding the observation on the maintenance of back up of Tally, this is with respect to BACC Health Care Private Limited, a wholly owned subsidiary of the Company (BACC), which is into the business of IVF, advanced diagnosis and treatment in the field of Assisted Reproduction Technology. IVF is one of the businesses which HCG entered into a decade ago and the business faced severe challenges last year given a rampant regulatory change which had taken the entire industry by storm. The Business stood up to the challenge and ensured all the regulatory compliances are duly met and has started to do quite well in the past few months, again.

BACC has a fully integrated Hospital Information System (HIS) which captures operational as well as certain financial information from the root level. This is the backbone of BACC''s operations, and this application has been ring-fenced with all the adequate support infrastructure including maintenance, upgrades, backup etc. BACC uses Tally as its accounting software where entries are passed based on the information in the HIS and other data points. Tally is being backed up on a daily basis, while the HIS has been backed up on a daily basis. There were no instances of any information loss, or such matters due to Tally not being backed up daily, earlier. HCG places utmost emphasis on adoption of Information Technology tools to foster growth of the business as appropriate.

Further, the Statutory Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment (s) for the time being in force).

36. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report:

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2023 and the date of the report. There has been no change in the nature of business of the Company during the last financial year.

37. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. V. Sreedharan, Partner, M/s V. Sreedharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March, 31, 2023. The said Report of the Secretarial Auditor in Form MR 3 as required under Section 204 of the Companies Act, 2013 read with Regulation

24A(1) of the Listing Regulations is annexed herewith as Annexure 1 and forms part of the report.

The Secretarial Auditors, in their report for the financial year ended March 31, 2023, have observed that:

As per Regulation 11(b) of Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 read with Rule 23(6) of Foreign Exchange Management (Non-Debt Instruments) Rules,2019, the first level Indian Company making downstream investment shall file Form DI with the Reserve Bank of India(RBI) within 30 days from the date of allotment of equity instruments.

The Company has made downstream investments in 3 of its subsidiaries during the year. Though (2) two of the subsidiaries of the Company had filed Form DI earlier (other than the LLP), those filings were rejected by the Authorized Dealer Bank, requiring these subsidiaries to file Form DI in relation to the investments made by the Company prior to becoming a Foreign Owned Controlled Company (''FOCC''). These 2 subsidiaries have again filed the form DI on August 04, 2023, including those for investments made prior to the Company becoming a FOCC, and is waiting for any further updates from Authorized Dealer/ RBI.

With respect to the other subsidiary - HCG Sun Hospitals LLP (LLP), the LLP had not filed Form DI for the investment made by the Company on February 06,2023, as on March 31, 2023. However, the LLP has filed the form DI on August 04, 2023, including those for investments made prior to the Company becoming a FOCC, and is waiting for any further updates from Authorized Dealer/ RBI

In this regard, the Board of Directors would like to inform that the Company was unable to complete the filings within the due date, on account a new requirement of the Authorized Dealer Bank (AD Bank) requiring the subsidiaries of the Company to file Form DI for all the investments made by the Company prior to the Company becoming a FOCC. The subsidiaries of the Company had been filing Form D1 from December 2020 till December 2022, and the AD Bank had never come up with such a requirement, earlier.

As per The Master Direction - Reporting under Foreign Exchange Management Act, 1999, states that "An Indian entity or an investment vehicle making downstream investment in another Indian entity which is considered as indirect foreign investment shall file Form DI with the Reserve Bank within 30 days from the date of allotment of equity instruments."

Regulation 4(11) of Foreign Exchange Management (Mode of payment and reporting of non-debt instruments) Regulations, 2019 provides that: "The reporting requirement for any Investment in India by a person resident outside India shall be as follows: Form DI: An Indian entity or an investment Vehicle making downstream investment in another Indian entity which is considered as indirect foreign investment for the investee Indian entity in terms of Rule 22 of the Rules shall file Form DI with the Reserve Bank within 30 days from the date of allotment of equity instruments."

The user manual for the FIRMS Portal for reporting in Form DI refers to the date on which the investment became indirect foreign investment having to be reported, along with the date of allotment. It is not clear if this is intended to cover past allotments as well.

The Company has separately checked with some authorised dealers and have been informed that the position in this regard is not clear, and different authorised dealers have taken different positions on this at different points of time.

In our view, the requirements of the RBI Master Directions indicate that the filing is to be made at the time of the downstream investment being undertaken, and not in respect of prior investments. However, as mentioned above, the feedback from authorised dealers in this regard is that the position does not appear to be certain.

In view of this uncertainty and lack of clarity, the Company has filed Form DI as per the advice of the Authorized Dealer, and as a measure of abundant caution.

Pursuant to Regulation 24A(2) of the Listing Regulations, the Secretarial Compliance Report, issued by M/s. V. Sreedharan & Associates, Practicing Company Secretaries, Bengaluru is annexed herewith as part of Annexure 1.

Other than the above, there are no other qualification, reservations or adverse remarks made by M/s. V. Sreedharan and Associates, Practicing Company Secretaries, Secretarial Auditor of the Company in their Secretarial Compliance Report, and all the other information that have been included in the certificate are self-explanatory.

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same. Your Company has complied with the applicable Secretarial Standards relating to ''Meetings of the Board of Directors'' and ''General Meetings'' during the year.

In compliance with the requirements of Listing Regulations, Secretarial Audit Report of Material Subsidiary Company viz., HCG Medi-Surge Hospitals Private Limited is also attached herewith as Annexure 8 and forms an integral part of this Annual Report. The Secretarial Audit Report of HCG Medi-Surge Hospitals Private Limited is self- explanatory and does not contain any qualification, reservation or adverse remark.

38. Cost Records and Cost Auditor:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the financial year 2022-23.

The remuneration of M/s. Rao, Murthy & Associates, Cost Auditors of the Company for FY 2022-23, amounting to INR 1,75,000 (Rupees One Lakh Seventy-Five Thousand Only) (exclusive of taxes and re-imbursement of actual out-ofpocket expenses) in connection with the cost audit for FY

2022- 23 has been ratified by the shareholders, at the AGM held on September 29, 2022.

Cost Audit Report for the financial year ended March 31, 2022 has been filed with the Registrar of Companies.

The board of Directors on the basis of the recommendations from Audit Committee has appointed M/s. Rao, Murthy & Associates (Firm Registration No. 00065), Costs Accountants as the Cost Auditors of the Company for FY

2023- 24 at a remuneration of INR 1,75,000 (Rupees One Lakh Seventy-Five Thousand Only) (exclusive of taxes and re-imbursement of actual out-of-pocket expenses, if any, subject to the ratification of the said fees by the shareholders at the ensuing AGM.

39. Particulars regarding Conservation of energy, Technology absorption and Foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is detailed in Annexure 7.

40. Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. The Company''s process ensures complete anonymity and confidentiality of information.

The below table provides details of complaints received/ disposed during the financial year 2022-23.

Number of complaints pending at the beginning of the financial year	0
No. of complaints filed during the financial year	5
No. of complaints disposed during the financial year	5
No. of complaints pending at the end of the	0
financial year

41. Green initiative:

All agenda papers for the Board and committee meetings are disseminated electronically on a real-time basis.

The information regarding the performance of the Company is shared with the shareholders vide the Annual Report. The Annual Reports for FY 2022-23 are being sent in electronic mode, to all members who have registered their email ids for the purpose of receiving documents / communication in electronic mode with the Company and/or Depository Participants. The Annual Reports are also available in the "Investor Relations" section on the Company''s website https://www.hcgoncology.com/annual-reports/.

The General Circular No. 14/ 2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020, the General Circular No. 39/2020 dated December 13, 2020, the General Circular No. 10/2021 dated June 23, 2021, the General Circular No. 20/2021 dated December 08, 2021, the General Circular No. 3/2022 dated May 05, 2022 and the General Circular No. 11/2022 dated December 28, 2022 in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID - 19" issued by the Ministry of Corporate Affairs, Government of India have permitted Companies to dispatch the Notice calling General Meeting and Annual Report by e-mail only.

The Company had during FY 2022-23 sent various communications including Annual Reports, by email to those shareholders whose email addresses were registered with the Company/Depositories. In support of the ''Green Initiative'' the Company encourages Members to register their email address with their Depository Participant or the Company, to receive soft copies of the Annual Report, Notices and other information disseminated by the Company, on a real-time basis without any delay.

We are also in the process of starting a sustainability initiative with the aim of being carbon neutral and minimize our impact on the environment. Sustainability practices will be implemented and tracked diligently to ensure that we comply with the goals we set for ourselves.

42. Employee Stock Option Schemes:

As required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosures as on March 31, 2023 are annexed to this Report as Annexure 2.

42.1 HCG ESOS 2014: Pursuant to regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014, the Company has obtained the approval of the members at the Annual General Meeting held on September 29, 2016, for ratifying Employee Stock Option Scheme of the Company (HCG ESOS 2014), the pre-IPO plan. HCG ESOS 2014 is in compliance with Securities and Exchange Board of India (Share Based

Employee Benefits) Regulation 2014 and there have been no material changes to the plan during the financial year.

42.2: HCG ESOS 2021: The Board of Directors of the company, on February 11, 2021, approved the new Employee Stock Options Scheme titled "HCG Employee Stock Option Scheme - 2021" (HCG ESOS 2021). The HCG ESOS 2021 allows the issuance of options to employees of the Company and its subsidiaries. Each option comprises one underlying equity share. The shareholders have approved HCG ESOS 2021 vide Postal Ballot on May 23, 2021.

As per the Scheme, the Nomination and Remuneration Committee can grant the options to the employees deemed eligible. The Exercise Price shall be a price that is not less than the face value per share per option. Under the HCG ESOS 2021, a maximum of 62,67,000 (Sixty-Two Lakh Sixty-Seven Thousand Only) Options can be Granted exercisable into 62,67,000 (Sixty-Two Lakh Sixty-Seven Thousand Only) Equity Shares of face value of INR 10 (Rupees Ten only) each. Vesting of Options would be a function of continued employment with the Company (passage of time) and achievement of performance criteria as specified by the Nomination and Remuneration Committee as communicated at the time of grant of options. The option holders may exercise those options vested within a period of 7 years from the date of grant, while in employment.

The Nomination and Remuneration Committee of the board evaluates the performance and other criteria of employees and approves the grant of options based on the recommendation of the Strategy Committee. These options vest with employees over a specified period subject to fulfilment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company''s shares at a price determined on the date of grant of options. Upon HCG ESOS 2021 coming into force, it has been decided that no future grants shall be made under HCG ESOS 2014.

The cost is determined by the fair value at the date when the grant is made using an appropriate valuation model and management''s estimate of equity instruments that will vest. That cost is recognised over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. Total stock compensation cost for the year ended March 31, 2023 is INR 59.69 million (FY 2021-22: INR 28.33 million).

No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended and there have been no material changes to these plans during the financial year.

Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are available on the Company''s website at httpsf://www.hcgel.com/investors/.

43. Director''s Responsibility Statement:

Pursuant to Section 134 (3) (C) and 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board committees, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

44. Corporate Governance:

Your Company places utmost importance on its fiduciary role as a guardian of stakeholders'' interest and strives to achieve a mutually aligned objective of value and wealth creation for all interested parties. The Board and the Management humbly acknowledges this role and continues to propagate this belief through all layers of the organization to create an environment of accountability and trust.

These responsibilities continue to be the focus of its attention through the tumultuous ride along the path of expansion, ensuring the highest standards of ethics and integrity in all its business dealings while avoiding potential conflicts of interest. The result of this is a corporate structure which serves its ever-expanding business needs while maintaining transparency and adherence to the above stated beliefs.

A Report on Corporate Governance has been appended to this report and forms an integral part of this Report. As required by Regulation 17(8) read with Schedule II Part B of the Listing Regulations, the Executive Chairman, Wholetime Director & Chief Executive Officer and Chief Financial Officer have given appropriate certifications to the Board of Directors.

Further, pursuant to Regulation 34(3) of Listing Regulations read with Part E of Schedule V of the Listing Regulations, a certificate from M/s. V. Sreedharan, Partner, V Sreedharan & Associates, (CP Number 833), Bengaluru, Practicing Company Secretaries certifying the compliance with various provisions of the Corporate Governance is annexed to this Report.

The Company has received a certificate from M/s. V. Sreedharan, Partner, V Sreedharan & Associates, (CP Number 833) Bengaluru, Practicing Company Secretaries, pursuant to clause 10(i) of Part C under Schedule V of Listing Regulations that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority and same forms part of the Corporate Governance Report.

45. Business Responsibility and Sustainability Report

In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting ("the Committee") to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report, the Committee recommended that BRR be rechristened BRSR, where disclosures are based on Environmental, Social and Governance (ESG) parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23.

Your Company has, on a voluntary basis, opted for the BRSR report for Financial Year 2021-22 and has provided as a separate section for the same. BRSR report for Financial Year 2022-23 forms an integral part of this Annual Report.

46. Disclosure related to Insolvency and Bankruptcy.

During the financial year under review, there are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

47. Declaration on Code of Conduct:

The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board members and senior management personnel as required under Regulation 34 read with Part D of Schedule V of the Listing Regulations. A declaration signed by Dr. B. S. Ajaikumar, Executive Chairman and Mr. Raj Gore, Whole-time Director and CEO of the Company affirming the compliance with the Code of Conduct of the Company for the financial year 2022-23 has been annexed as part of this Report.

48. OTHER DISCLOSURES

a) . Your Company has not issued shares with differential

voting rights and sweat equity shares during the year under review.

b) . Your Company has complied with the applicable

Secretarial Standards relating to ''Meetings of the Board of Directors'' and ''General Meetings'' during the year.

c) . There were no instances where your Company required

the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

49. Acknowledgements and Appreciations:

We stay committed to partnering for value creation and take this opportunity to thank one and all who have participated in our journey this far. Your Directors desire to place on record, its sincere appreciation to all employees at all levels, who with sustained dedicated effort and hard work, enabled the Company to deliver a good all-round performance. Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the vendors, business associates, consultants, bankers, regulatory and government authorities, shareholders and investors at large and look forward to their continued support. We also take this opportunity to express sincere thanks to the medical fraternity and patients for their continued co-operation, patronage and trust reposed in the Company and its healthcare services.

For and on behalf of the Board of Directors

Date: August 10, 2023 Dr. B. S. Ajaikumar

Place: Bengaluru Executive Chairman

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Twentieth Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and the Auditors’ Report thereon for the financial year ended March 31, 2018.

1. Financial Results:

The highlights of Standalone and Consolidated financial results of your Company and its subsidiaries are as follows:

Consolidated	2017-18 (Rs. in millions)	2016-17 (Rs. in millions)
Income from operations	8,306.9	7,001.1
Total Expenditure excluding Depreciation, Interest cost, tax and exceptional items	7,118.6	5,951.2
Profit before other income, Depreciation, Interest cost, tax and exceptional items	1,188.2	1,049.9
Other income	128.0	96.7
Depreciation, Finance Charges and exceptional items	1,030.4	798.2
Share of (loss) of equity accounted investees	(14.0)	-
Profit before tax	271.8	348.4
Profit after tax before share of profit of minority interest	169.4	230.4
Standalone
Income from operations	5,868.7	5,450.4
Total Expenditure excluding Depreciation, Interest cost, tax and exceptional items	4,981.4	4,623.6
Profit before other income, Depreciation, Interest cost, tax and exceptional items	887.3	826.7
Other income	159.3	67.2
Depreciation, Finance Charges and exceptional items	677.8	600.9
Profit/(Loss) before tax	368.6	293.0
Profit/(Loss) after tax	248.8	194.8

2. Performance Overview Consolidated Operations:

The consolidated income from operations for FY 2017 - 18 was Rs.8,306.9 million as compared to Rs.7,001.1 million in the previous fiscal year, reflecting a growth of 18.7%. EBITDA in FY 2017-18 was Rs.1,188.2 million as compared to Rs.1,049.9 million in FY 2016-17, reflecting a year-on-year increase of 13.2%. EBITDA margin for the year was 14.3% as compared to 15.0% in FY 2016-17, reflecting a decrease of 70 basis points primarily due to the losses incurred by new centres. PAT in the fiscal year was Rs.169.4 million as compared to Rs.230.4 million in FY 2016-17.

The revenue growth was driven by 19.1% growth from HCG Centres (including the multi-specialty hospitals) while the Milann centres contributed growth of 13.5%. HCG Centres constituted 92% of the consolidated revenues for the Company and the remaining 8% of the consolidated revenue was contributed by Milann Centres.

Standalone Operations:

The Company ended the year FY 2017-18 with income from operations of Rs.5,868.7 million as compared to Rs.5,450.4 million for the previous financial year, reflecting an increase of 7.7%. Our EBITDA before exceptional items for FY 2017-18 was Rs.887.3 million with EBITDA margin of 15.1%.

3. Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (“Ind AS”) applicable to certain class of companies. Ind AS has replaced the existing GAAP prescribed under Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For HCG Group, Ind AS is applicable from April 01, 2016.

4. Business and Strategy:

4.1 Business:

The Company is a provider of speciality healthcare in India focused on cancer and fertility. Under the “HCG” brand, we operate the largest cancer care network in India in terms of the total number of private cancer treatment centres licensed by the AERB. Each of our comprehensive cancer centres offers, at a single location, comprehensive cancer diagnosis and treatment services (including radiation, medical oncology and surgical treatments).

In our HCG network, our specialist physicians adopt a technology-focused approach to diagnosis and treatment. For instance, we use advanced technologies, including molecular pathology and molecular imaging for accurate diagnosis and staging of cancer, which enable us to decide upon the appropriate course of treatment for each patient. We also utilise targeted nuclear medicine therapies as well as advanced radiation treatments to minimise side effects and improve the outcome of treatments. By ensuring that we adopt these diagnostic and treatment technologies throughout our HCG network, we are able to provide consistent quality of care to all patients.

Given the large number of patient cases treated across our HCG network, we believe that we are able to efficiently utilise our equipment, technologies and human resources, thereby deriving economies of scale. Furthermore, through the adoption of a centralised drug and consumables formulary, we are able to lower the overall cost of drugs and consumables. We believe that our business model is scalable and when combined with efficient utilisation of resources, it enables us to operate within a competitive cost structure.

As a group, we continue to deliver the highest standards of clinical outcomes across all our centres. Our standardised clinical protocols for diagnosis and treatment of cancer patients have allowed us to manage the large volume of patient cases across our HCG network with successful clinical outcomes. Mapping our own clinical outcomes and constantly evolving HCG treatment guidelines has paved way for standardization of clinical pathways and improvement in the functioning of the clinical departments. We believe that we are able to attract and retain highly skilled specialist physicians due to our reputation for clinical excellence, our technology-focused approach, the exposure and experience we provide in relation to clinical best practices and the training programmes we offer for their ongoing development. We believe that the abilities and expertise of our team of specialist physicians differentiate us relative to our competitors.

We also provide fertility treatment under our “Milann” brand. Our Milann fertility centres provide comprehensive reproductive medicine services, including assisted reproduction, gynaecological endoscopy and fertility preservation; and follow a multidisciplinary and technology-focused approach to diagnosis and treatment. Our Milann network also operates on a model similar to our HCG network, wherein the various Milann fertility centres aim to provide medical services following established protocols with a focus on quality medical care across diagnosis and treatment.

4.2 New Cancer Care Centres:

4.2.1 Cancer Care Kenya, Nairobi: Despite the growing incidence of cancer, there is a shortage of cancer centres in many countries in Africa. We believe that this growing demand presents us with an opportunity to establish a network of speciality cancer centres in Africa. The Company through its subsidiary HCG Kenya, has acquired majority stake in Cancer Care Kenya (CCK) a leading cancer care centre in Nairobi, Kenya. CDC, the development finance institution of UK Government, which has partnered with the Company for Africa investments, has partnered through HCG Kenya an off-shore subsidiary for the acquisition. MP Shah Hospital, a leading tertiary care hospital in Kenya, has also participated in the transaction. HCG Kenya has received necessary approvals from Competition Authority of Kenya (CAK) in May 2017, for the acquisition. CCK, which started operations in 2010, is the first private comprehensive cancer centre in Kenya. CCK treats over a thousand patients annually including over two hundred patients from other African nations. CCK’s team includes internationally trained radiation, medical and surgical oncologists, physicists, radiation technicians and oncology nurses. CCK is the first private cancer care centre in Kenya. The Centre was launched in July 2017 in association with Cancer Care Kenya and MP Shah Hospital.

4.2.2 HCG APEX Cancer Centre, Borivali: The Company in order to significantly strengthen its presence in western India, has launched the first dedicated comprehensive cancer hospital in Mumbai, in May 2017, in collaboration with Apex Criticare LLP, founded with the aim of providing consistently high quality and result oriented cancer treatment by adopting global innovations. HCG APEX Cancer Centre is a state-of-the-art comprising of 69 beds along with oncology facilities. The hospital provides quality cancer care through surgical oncology, radiation oncology and medical oncology, all under one roof with a complete range of diagnostics. The cancer centre introduced the 1st Elekta Versa HD Radiation Machine in the state of Maharashtra, which is equipped with the Agility™ for high-speed, high precision beam shaping to support exceptionally accurate tumor targeting and improved healthy tissue preservation. HCG APEX Cancer Centre, Mumbai, has a clinical team comprising of highly qualified, trained and experienced surgical oncologists, radiation oncologists, medical oncologists, radiologists and nuclear medicine physicians, who are available round-the-clock for extensive patient service. All the facilities at the HCG APEX Cancer Centre are designed and executed as per the NABH Guidelines 2016. With the latest technology and expertise to treat cancer, HCG Apex Cancer Centre is emerging as one of the Best Cancer Hospital in Mumbai, India.

4.2.3 HCG NCHRI Cancer Centre, Nagpur: There has been a lack of dedicated advanced cancer care facilities in central India. With the inauguration of HCG NCHRI Cancer Centre in June 2017, we have now created access to the most advanced dedicated cancer centre in the region. HCG NCHRI Cancer Centre is a 115 bed dedicated comprehensive cancer hospital established in collaboration with the Nagpur Cancer Hospital and Research Institute Private Limited (“NCHRI”). HCG NCHRI Cancer Centre, Nagpur, is the first private, comprehensive cancer care hospital in central India with all oncology facilities under one roof. The hospital provides quality cancer care through surgical oncology, radiation oncology and medical oncology with a full range of diagnostics. The Centre introduced TrueBeam STX for the first time in central India. This revolutionizes the cancer care industry by providing expertise and hope to hundreds of patients. The hospital treats all types of cancer with latest advancement in radiotherapy system like image-guided radiotherapy and radio-surgery which is designed to treat tumors with speed and precision and has a clinical team comprising of highly qualified, trained and experienced surgical oncologists, radiation oncologists, medical oncologists, radiologists and nuclear medicine physicians, who are available round-the-clock for extensive patient service. All the facilities at the HCG NCHRI Cancer Centre are designed and executed as per the NABH guidelines, 2016, and are a perfect amalgamation of the latest technology available in the oncology space, with highly qualified clinicians.

4.2.4 HCG Manavata Cancer Centre, Nashik: The Company had established the first comprehensive cancer centre in Nashik in 2008. The centre has 65 beds offering advanced diagnostics, radiation, medical and surgical oncology. Last year, HCG has expanded its operations in Nashik and has upgraded the centre in a new building and has additional 90 beds featuring advanced radiation therapy, multidisciplinary team of oncologists including sub specialists, bone-marrow transplant unit. The new centre has commenced its operations in May 2018. Also, the centre which was operating under HCG, has been moved into a new legal entity, named HCG Manavata Oncology LLP, which is owned by HCG and Dr. Rajnish Nagarkar in the ratio of 51:49 respectively.

4.3 New Milann Centres:

We believe that there is significant potential for growth in the fertility segment of the Indian healthcare industry. Further, the fragmentation of the market presents us with an opportunity to leverage the expertise of building our HCG brand into a nationally recognised speciality healthcare brand and to build and establish our Milann brand across India. Milann, during the year, has launched IVF Centres at Mumbai, Ahmedabad and two additional centres at Bengaluru - Whitefield and Banaswadi. BACC, the subsidiary of HCG operates eight Milann fertility centers across Bengaluru, Delhi, Chandigarh, Mumbai and Ahmedabad as on March 31, 2018. Milann is the first to receive ICMR approval for Uterus Transplant and has been Ranked No. 1 in India and first in the South India region continuously for 3 years in the fertility segment in the Times Health All India Critical Care Hospital Ranking Survey.

4.4 Acquisition, Investment, Disinvestment, Mergers and Amalgamations:

4.4.1 Acquisition of City Cancer Centre, Vijayawada: The Company has been operating a cancer care centre in Vijayawada and Ongole and a PET CT centre in Vijayawada (“HCG Vijayawada”). In order to consolidate the existing business of HCG Vijayawada and that of City Cancer Centre under the Company, and for improving the performance, efficiency, brand visibility and leadership in Andhra Pradesh, the Company vide business transfer agreement entered into with Dr. M. Gopichand, one of the promoters of the Company, in February 2018, has acquired the business of City Cancer Centre, located at Vijayawada 520002, a sole proprietary concern, owned by Dr. M. Gopichand. He is a renowned Surgical Oncologist in Vijayawada, and has entered into a consultancy agreement with the Company to provide medical consultancy services on an exclusive basis. As per the business transfer agreement with Dr. Gopichand, the Company has to pay a consideration of Rs.52 Crores, payable partly by way of issuance of shares of the Company, and by way of cash consideration, in tranches, and certain cash tranche payments are linked to the performance of the combined business. The Company has issued and allotted shares in April 2018 to Dr. Gopichand, in fulfilment of the payment of consideration payable by way of shares.

4.4.2 Suchirayu HealthCare Solutions Private Limited, Hubli: The Company, with an aim to make healthcare more accessible and affordable to the people of Hubli and North Karnataka, has entered into an operations and management arrangement with Suchirayu in August 2017. The Company has also acquired equity shares of Suchirayu to an extent of 17.72%. Suchirayu owns and operates an advanced multispecialty hospital in Hubli, having a capacity of 225 beds with most advanced technology in cathlab, CT, MRI and has best in class physicians.

4.4.3 Disinvestment of shares in HCG Regency Oncology Healthcare Private Limited: The Company has entered into a Share Purchase Agreement (“SPA”) with Regency Hospital Limited (“RHL”) and HCG Regency Oncology Healthcare Private Limited (“HCG Regency”) on March 28, 2018, relating to the sale/ transfer of shareholding of the Company in HCG Regency to RHL. The Company pursuant to the SPA has transferred its entire shareholding in HCG Regency, representing 51% of the share capital of HCG Regency to RHL. In view of the sale/transfer of entire shareholding of the Company in HCG Regency to RHL, the Company has ceased to be a shareholder of HCG Regency, effective from the close of business hours of March 28, 2018; and accordingly, HCG Regency has ceased to be a subsidiary of the Company effective from March 29, 2018. This was a strategic decision driven by lower than estimated mix of cash patients, other priorities and business dynamics.

4.4.4 iCrest, Bengaluru: The developments in healthcare of late have established value of regenerative medicine, offering new found hope to patients. There is synergy with the Company in using adult stem cells in treating several conditions including cancer. The Company in April 2018 has acquired equity shares of International Stemcell Services Limited (“ISSL” or “iCrest”) to an extent of 12.00% (Twelve Percent) from its existing shareholders. ISSL is a knowledge-centric Company in the space of stem cells and regenerative medicine. The research activities with respect to stem cells and regenerative medicine carried out by ISSL would support the Company in the development of targeted therapies for cancer treatment

4.4.5 Merger of HCG Pinnacle Oncology Private Limited, subsidiary Company with the Company: During the year, HCG Pinnacle Oncology Private Limited the wholly owned subsidiary of the Company (Transferor Company), has been merged with the Company (Transferee Company) in accordance with the terms of a Scheme of Amalgamation (the Scheme) as approved by the Regional Director, Ministry of Corporate Affairs, Hyderabad with an appointed date of April 01, 2016. The Scheme was approved by the Regional Director, MCA, Hyderabad on January 30, 2018. The consolidation of operations of HCG Pinnacle and the Company has led to a more efficient utilisation of capital and superior deployment of brand promotion, sales and distribution strategies and created a consolidated and diversified base for future growth of oncology segment.

4.4.6 Amalgamation of DKR with BACC: During the year, DKR HealthCare Private Limited (Transferor Company), the wholly owned subsidiary of BACC HealthCare Private Limited (Transferee Company) has been merged with the Transferee Company in accordance with the terms of a Scheme of Amalgamation (the Scheme) as approved by the Regional Director, Ministry of Corporate affairs, Hyderabad with an appointed date of 01st April 2017.The scheme was approved by Regional Director, MCA, Hyderabad on January 29, 2018. This amalgamation has led to administrative and operational rationalization and has promoted organisational efficiencies.

4.4.7 Business combination of Triesta Sciences with Strand Life Sciences: The Company has entered into a business transfer agreement, with Strand Life Sciences in January 2018, providing for a business combination of its Triesta Sciences business unit (“Triesta Sciences”), with Strand Life Sciences Private Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at 5th Floor, Kirloskar Business Park, Bellary Road, Hebbal, Bengaluru 560024 (“Strand Life Sciences”). Pursuant to the business transfer agreement, the Company has transferred its Triesta unit on slump sale basis for a consideration aggregating to 38.2 % stake in Strand Life Sciences. Strand Life Sciences is renowned in the field of bioinformatics and genomics research and is engaged in the business of developing, implementing and deploying technology for data, image and text analysis, and for diagnostic testing in the fields of genomics, research, pharmaceutical research and development, biotechnology and healthcare. Triesta Sciences has strong capabilities in molecular diagnostics and clinical research. The business combination of Triesta Business and Strand Life Sciences creates an entity which will have a leadership position in specialized diagnostics and genomics research.

4.5 Strategy:

a) Expand the reach of our cancer care network in India:

We plan to expand its network in India by establishing new cancer centres across India and by expanding the capacity and service offering of the existing HCG cancer centres. We carry out a competitive assessment of the markets in which HCG plans to expand the network based on a number of factors, including the estimated incidence of cancer in the primary and secondary catchment population, the number of comprehensive cancer centres, if any, in the catchment; the average distance patients have to travel to avail of such comprehensive cancer care; affordability of healthcare generally and cancer care in particular; and the available third party payer options, whether corporate, government or private insurance. HCG will continue to expand its network through green field projects, partnership arrangements and acquisitions; and that the past experiences will aid the Management in identifying potential opportunities in the future and assist HCG in integrating new cancer centres into the existing HCG network. We believe that our planned network will cater to the increasing unmet demand for cancer care in India.

b) Strengthen our HCG brand to reach more cancer patients

We believe that our HCG brand distinguishes us from our competitors. As we establish new comprehensive cancer centres across India, we plan to invest in building our brand, enhancing our market presence, brand image and visibility. We intend to strengthen our patient support groups comprising cancer survivors to further spread awareness of cancer screening and to educate patients regarding cancer treatment options and their relative outcomes and benefits. Through these initiatives, we seek to further strengthen our brand and our commitment to the community, cancer patients and their families.

c) Expand our cancer care network overseas

We believe that despite the growing incidence of cancer, there is a shortage of cancer centres in many countries in Africa. As a result, patients suffering from cancer often travel outside the region at a significant cost for availing quality cancer care, including to our comprehensive cancer centres in India. In the past, we have experienced an increase in the number of patients travelling from Africa and other regions to our centre of excellence in Bengaluru, as well as to our other comprehensive cancer centres in India for cancer treatment. We believe that this growing demand presents us with an opportunity to establish a network of speciality cancer centres in Africa. In addition, we periodically and selectively evaluate partnering opportunities in countries in the Middle East and South and Southeast Asia.

d) Upgrade and strengthen our information technology infrastructure

We are in the process of significantly upgrading our information technology infrastructure in order to enhance the quality of care delivered to patients and to further enhance our clinical best practices and research capabilities. Our planned information technology infrastructure will be based on a private cloud-computing system and will encompass a centralised EMR system seamlessly integrated with various other centralised systems including HIS and ERP system. We believe that the implementation of these information systems will maximise efficiencies through the greater integration of our network and help us fine tune protocols through knowledge sharing and collaboration. Further, we believe that these initiatives will enhance our ability to conduct longitudinal research studies (which are longterm observational research studies), and associate clinical outcomes with mutation and other genomic findings in cancer patient tissues maintained at our biorepository. We believe that this will position us as a partner of choice for cancer researchers and academia.

e) Expand our Milann network of fertility centres across India and strengthen Milann brand

We believe that in expanding our Milann network, we are well-positioned to leverage HCG’s successful track record of growing through partnerships with specialist physicians and hospitals, as well as our relationship base within the medical community.

We intend to invest in building our Milann brand through targeted media campaigns focusing on building patient awareness of fertility treatment primarily through patient testimonials and socially relevant messages. We also intend to undertake community outreach programmes, strengthen our patient support groups and undertake other awareness building activities among corporate entities. In addition, we intend to undertake various direct consumer marketing activities, including advertising in print, television, outdoor and digital media.

5. Management Discussion and Analysis Report

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report on the Company’s financial and operational performance, industry trends, business outlook and Initiatives and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in separate section which forms part of the Annual Report.

6. Transfer to reserves

There are no appropriations to/from the general reserves of the Company during the year under review.

7. Dividend

The Company continues to look at growth prospects through new investment opportunities. Considering that consolidation is taking place in the Healthcare Industry in India, it presents us with more challenges in terms of growth and it is imperative that the Company looks at available options for organic as well as in-organic growth. Achieving a consistent sustainable growth over the next few years and consolidating Company’s position competitively would be a key objective.

Keeping in view the growth strategy of the Company, the Board of Directors of your Company have decided to plough back the profits and thus do not recommended any dividend for the financial year under review.

In terms of Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of Dividend to the Shareholders and/or retaining profits earned by the Company. The said policy is hosted on the website of the Company at https://hcgel.com/policies-and-guidelines/.

8. Transfer of unpaid and unclaimed amount to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and refund of share application money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, no amount was due for transfer to IEPF.

9. Consolidated financial statements

In accordance with the Companies (Indian Accounting Standards), Rules, 2015, the Company has started following the Indian Accounting Standards (Ind AS) for preparation of its financial statements from April 1, 2016.

10. Subsidiaries and Associates

We, along with our subsidiaries and Associates, provide speciality healthcare focused on cancer and fertility. As on March 31, 2018, the Subsidiaries and Associate Companies of the Company are as under:

Sl. No.		Name of the entity	Country of Incorporation	% of ownership held by the Company as at March 31, 2018
1		Name of the entity	India	74.00%
2		Malnad Hospital & Institute of Oncology Private Limited	India	70.25%
3		HealthCare Global Senthil Multi Specialty Hospitals Private Limited	India	100.00%
4		Niruja Product Development and Healthcare Research Private Limited (name changed with effect from November 10, 2016 from MIMS HCG Oncology Private Limited)	India	100.00%
5		BACC Health Care Private Limited	India	50.10%
6	HealthCare Diwan Chand Imaging LLP		India		75.00%
7	APEX HCG Oncology Hospitals LLP		India		50.10%
8	HCG NCHRI Oncology LLP		India		76.00%
9	HCG Oncology LLP		India		74.00%
10	Strand-Triesta Cancer Genomics LLP		India		30.00%
11	HCG EKO Oncology LLP		India		50.50%
12	HCG Manavata Oncology LLP		India		51.00%
13	HCG (Mauritius) Pvt. Ltd.		Mauritius		100.00%
14	Healthcare Global (Africa) Pvt. Ltd.		Mauritius		76.73%
15	HealthCare Global (Uganda) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)		Uganda		76.73%
16	HealthCare Global (Kenya) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)		Kenya		76.73%
17	HealthCare Global (Tanzania) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)		Tanzania		76.73%
18	HCG SUN Hospitals LLP		India		74.00%
19	Cancer Care Kenya Limited (Subsidiary of HealthCare Global (Kenya) Private Limited)		Kenya		59.47%
20	Strand Life Sciences Private Limited		India		38.20%

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 read with Regulation 33 of the Listing Regulations, and applicable accounting standards, the consolidated financial statements of the Company, prepared in accordance with the relevant accounting standards specified under Section 133 of the Companies Act, 2013 read with the rules made there under, forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 (1) of the Companies Act, 2013:

a) The Annual Report of the Company, containing therein its standalone and consolidated financial statements, is placed on the website of the Company, being www.hcgel.com.

b) The audited financial statements of subsidiary companies are posted on the website of the Company, being www.hcgel.com.

None of the above Companies is a Material Subsidiary within the meaning of Material Subsidiary as defined under the Listing Regulations.

Pursuant to Section 129 of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed herewith as Annexure 5 and forms part of the Report.

10.1 Subsidiaries incorporated during the Financial Year

HCG SUN Hospitals LLP: HCG SUN Hospitals LLP was incorporated on September 22, 2017, under the Limited Liability Partnership Act, 2008. The Partners of the LLP are HCG and SHIV-SUN Medical Services LLP, in the capital contribution ratio of 74:26, respectively. HCG and SHIV-SUN have agreed to join hands to set up a multispecialty hospital with high end infrastructure in Rajkot, under the name “HCG Hospitals.

11. Public deposits

Your Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

12. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans/advances given, guarantees provided and investments made are provided as part of the financial statements.

13. Related party transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at https://hcgel.com/policies-and-guidelines/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on yearly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length.

All Related Party Transactions entered during the year were in ordinary course of the business and at arm’s length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered into by your Company during the year.

A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee for their review, on a quarterly basis. The policy on Related Party Transactions has been hosted on the Company’s website https://hcgel.com/policies-and-guidelines/ in terms of the Listing Regulations relating to Corporate Governance.

Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC 2 as specified under Companies Act, 2013, which is annexed herewith as Annexure 6 and forms part of the report.

14. Initial Public Offer

During the year 2015-16, the Company had completed its Initial Public Offering of 29,800,000 equity shares of Rs.10 each, comprising of Fresh Issue of 11,600,000 equity shares and Offer for Sale of 18,200,000 equity shares at a premium of Rs.208 per equity share. The total issue size was Rs.6496.4 million. The shares got listed on the National Stock Exchange of India Limited and BSE Limited on March 30, 2016.

The proceeds of the initial public offer are proposed to be utilized for the following purposes:

1. Purchase of medical equipment

2. Investment in IT software, services and hardware

3. Pre-payment of debt; and

4. General Corporate Purposes

During the year under review, the Company has not deviated in utilizing the proceeds of issue.

15. Share capital

a) Authorized Share Capital: HCG Pinnacle Oncology Private Limited, one of the wholly owned subsidiaries of the Company has been merged with the Company, vide order dated January 30, 2018 of the Regional Director, South East Region, Hyderabad, Ministry of Corporate Affairs. As a result of the said merger, the Authorized Share Capital of HCG Pinnacle Oncology Private Limited amounting to Rs.50.000.000 has been added to the Authorized Share Capital of the Company. As on the date of this report, the authorized share capital of the Company is Rs.1,320,000,000 consisting of 132,000,000 equity shares of Rs.10 each. Prior to the order approving the said merger, the authorized capital was Rs. 1.270.000.000.

b) Issued, Subscribed and Paid-up Share Capital: The Issued, Subscribed and Paid-up Share Capital of the Company has been increased from Rs.857,129,860 consisting of 85,712,986 equity shares of Rs.10 each to Rs.869,044,730 consisting of 86,904,473 equity shares of Rs.10 each during the year.

The increase in the Issued, Subscribed and Paid-up Share Capital was on account of allotment of shares as under:

Name of allottee	No. of shares allotted	Issue price (Rs.)	Date of allotment
Indgrowth Capital Fund I	1,166,667	300	28.12.2017
Employees (On exercise of ESOP)	24,820	10	08.02.2008

16. Number of meetings of the Board

The Board met five times during the financial year 2017-18 viz., on, May 24, 2017, August 11, 2017, November 7, 2017, November 22, 2017 and February 8, 2018.

Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the report on Corporate Governance which forms a part of Directors’ Report.

17. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the Listing Regulations, The Company has received and taken on record, the necessary declaration from each of the independent directors under Section 149 of the Companies Act, 2013 that they meet with the criteria of their independence.

18. Extract of Annual Return

The extract of the Annual Return of your Company as on March 31, 2018 as provided under sub-section (3) of Section 92 in the Form MGT 9 is annexed herewith as Annexure 1.

19. Director’s Responsibility Statement

Pursuant to Section 134 (3) (C) and 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

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

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

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

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

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

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

20. Appointment of Directors

During the year under review, there has been no change in the Directors of the Company. Dr. Amit Varma and Dr. Ramesh S. Bilimagga who were appointed as Additional Directors with effect from November 10, 2016, liable to retire by rotation, have been reappointed by the shareholders at the Annual General Meeting held on August 10, 2017.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, on May 22, 2018, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting, has appointed Dr. B.S. Ramesh as a Whole Time Director, designated as “Executive Director”.

The Notice of twentieth Annual General Meeting of the Company contains the above proposal for the approval of the Members.

21. Reappointment of Directors

As per the provisions of the Companies Act, 2013, Dr. Amit Varma and Dr. B. S. Ramesh, Directors of the Company, retire at the forthcoming Annual General Meeting and have sought for reappointment.

22. Key Managerial personnel

The Key Managerial Personnel of the Company are:

a) Dr. B.S.Ajaikumar - Chairman & CEO

b) Mr. Yogesh Patel - Chief Financial Officer

c) Ms. Sunu Manuel - Company Secretary

During the year, there were no changes in Key Managerial Personnel of the Company.

23. Board of Directors and Committees of the Board and their constitution

Your Company’s Board of Directors comprises of Executive Directors, Non-Executive Directors and Independent Directors. The Composition of the Board along with relevant information pertaining to Directors are detailed in the Corporate Governance Report which forms a part of this Report.

The Board has formed the following five Committees:

1. Audit and Risk Management Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee and

5. Strategy Committee.

Details of terms of reference of the Committees, attendance at meetings of the Committees are provided in the Corporate Governance report. The Company Secretary acts as the Secretary of all the Committees of the Board.

(a) Audit and Risk Management Committee

Pursuant to the requirements of Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers), Rules 2014, the Company has an Audit and Risk Management Committee and the composition of the committee is as under:

1. Mr. Suresh Chandra Senapaty, Chairman

2. Dr. Sudhakar Rao

3. Mr. Shanker Annaswamy

The Audit committee was reconstituted and renamed as the “Audit and Risk Management Committee” by a meeting of the Board of Directors held on May 29, 2015.

(b) Nomination and Remuneration Committee

Pusuant to the requirements of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers), Rules 2014, the Board of Directors have reconstituted the Nomination and Remuneration Committee.

The members of the Nomination and Remuneration Committee are:

1. Mr. Shanker Annaswamy, Chairman

2. Dr. Sampath Thattai Ramesh

3. Mr. Gangadhara Ganapati

(c) Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted by our Board of Directors at their meeting held on May 29, 2015. The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the Companies Act, 2013.

The members of the Stakeholders’ Relationship Committee are:

1. Mr. Gangadhara Ganapati, Chairman

2. Dr. B.S Ajaikumar

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by our Board of Directors at their meeting held on May 29, 2015. The terms of reference of the Corporate Social Responsibility Committee of our Company are as per Section 135 of the Companies Act, 2013 and the applicable rules thereunder.

The members of the Corporate Social Responsibility Committee are:

1. Mr. Sudhakar Rao, Chairman

2. Dr. Sampath Thattai Ramesh

3. Ms. Bhushani Kumar

4. Dr. B.S Ajaikumar

(e) Strategy Committee

The Committee was constituted by our Board of Directors at their Meeting held on May 26, 2016 with the scope of reviewing strategic initiatives; and for having an ooversight of the strategic direction of the Company.

The members of the Committee are:

1. Dr. B. S. Ajaikumar, Chairman

2. Mr. Gangadhara Ganapati

3. Mr. Suresh Senapaty

4. Mr. Shanker Annaswamy

5. Dr. Amit Varma

24. Board Evaluation

In terms of the requirement of the Companies Act, 201 3 and the Listing Regulations, an annual performance evaluation of the Board was undertaken. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in consonance with Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on rating.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization’s strategy, risk and environment, etc. The process also covered separate evaluation of Chairperson of the Board, Executive Directors, Non- Executive Directors and Independent Directors

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

The Board had, during the year, opportunities to interact and make an assessment of its functioning as a collective body. In addition, there were opportunities for Committees to interact, for Independent Directors to interact amongst themselves and for each Independent Director to interact with the Chairman. The Board found that, there was considerable value and richness in such discussions and deliberations.

The Board Evaluation discussion was focused around how to make the Board and its Committees more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was appraised of the business issues and the related opportunities and risks. The Board discussed various aspects of the functioning of the Board and its Committees such as structure, composition, meetings, functions and interaction with Management and what needs to be done to further improve the effectiveness of the Board’s functioning.

Additionally, during the evaluation discussion, the Board also focused on the contribution being made by the Board as a whole, through its Committees and discussions on a one on one basis with the Chairman.

The process of Board Evaluation was led by the Chairman of the Nomination and Remuneration Committee. The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board that were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the period. The Board acknowledged the efforts and contributions made by the Chairperson, Executive and Non- Executive Directors and Independent Directors towards the Company’s performance.

The Board also noted that the actions identified in the past evaluation had been acted upon. Subsequent to the evaluation done in the financial year 2017-18, given the changing external environment, some areas have been identified for the Board to engage itself with and these will be acted upon.

25. Risk Management

Pursuant to Regulation 21 of the Listing Regulations, your Company has developed and rolled out a comprehensive Enterprise Risk Management Policy. The policy aims at elimination or reduction of risk exposures through identification and analysis of various types of risks and facilitating timely action for taking risk mitigation measures. The Risk Management and Steering Committee (RMSC) reviews the Company’s portfolio of risks and considers it against the Company’s risk appetite and recommends changes to the Risk Management technique and / or associated frameworks, processes and practices of the Company. The enterprise risk management process of the Company is progressing satisfactorily, but the entire process is yet to reach a level of maturity. RMSC also advises and guides the Company for making the process more robust and to achieve prudent balance between risk and reward in both ongoing and new business activities. The Audit and Risk Management Committee quarterly reviews the risk management process.

For further details on the enterprise wide risk management framework, refer to Management and Discussion Analysis Report forming part of the Annual Report.

26. Corporate Social Responsibility

Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large, well before it has been prescribed thorough the Companies Act, 2013; and over the years, had been pursuing as a part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself and create an environment of partnership for inclusive development.

HCG has also been involved in a number of social initiatives to support the community and bring about a positive change in preventive healthcare, through education and awareness building activities. Free cancer detection and screening camps, Continuous Medical Education (CMEs) are now a regular feature in HCG’s community outreach program. We believe that organizational growth is impossible without the sharing and pooling of our knowledge and resources. Best practices are disseminated across our facilities through coordinated CMEs, Continuous Nursing Education (CNEs) and seminars. HCG organizes such continuous education programmes every year.

As per the provisions of Section 135 of the Companies Act, 2013, the Company has well defined policy on CSR which covers the activities as prescribed under Schedule VII of the Companies Act 2013.

Annual Report on Corporate Social Responsibility is annexed herewith as Annexure 7.

27. Internal Audit

Your Company has continued its engagement with M/s. Ernst & Young LLP, Chartered Accountants, to conduct internal audit across the organization. We have also strengthened the inhouse internal audit team to supplement and support the efforts of M/s. Ernst & Young LLP.

28. Internal Control system and their adequacy

The Management has laid down internal financial controls to be followed by the Company. We have adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The internal control system commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives in effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

As part of the Corporate Governance Report, CEO/ CFO certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an Internal Audit function and the Audit and Risk Management Committee of the Board oversees the Internal Audit function.

The scope and authority of the Internal Audit Function is derived from the Audit Charter approved by the Audit and Risk Management Committee of the Board. The Internal Audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The Internal Audit function provides assurance to the Board and management that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

29. Vigil Mechanism for Directors and employees

Section 177(9) of the Companies Act, 2013, mandates every listed Company or such class of companies as may be prescribed to establish a Vigil mechanism for its directors and employees which shall function as a channel for receiving and redressing their complaints. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Under this policy, we encourage our directors, employees and all other stakeholders to report their genuine concern of any conduct that results in violation of the ethical behaviour, or to report any act, if not conducted in a fair, transparent manner thereby compromising professionalism, honesty and integrity (on an anonymous basis, if stakeholders so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. No individual in the Company has been denied access to the Audit and Risk Management Committee or its Chairman.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations.

Mechanism followed under the process is appropriately communicated within the Company across all levels and has been displayed on the Company’s intranet and website at https://hcgel.com/policies-and-guidelines/. The Audit and Risk Management Committee periodically reviews the functioning of this mechanism.

30. Company’s Policy on Appointment and Remuneration of Directors

As on the date of report, the Board consists of 9 members, of which there are 5 Independent Directors, 3 Non-Independent and Non-Executive Directors and 2 Executive Directors.

An appropriate mix of Executive and Independent Directors ensures greater independence of Board. The Company has a well laid down policy on appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel.

The remuneration of Executive Director comprises of fixed remuneration and variable pay, based on performance and adheres to the applicable provisions of the Companies Act, 2013 read with relevant rules as detailed in Corporate Governance Report which forms a part of this report.

The remuneration of Independent Directors comprises of sitting fees which is paid for attending the meetings of the Board and the Committees of the Board in accordance with the provisions of Companies Act, 2013.

The Policy of the Company on the Director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013, is available on our website https://hcgel. com/policies-and-guidelines/. We affirm that the remuneration paid to Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

31. Particulars of employees

The information required in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 for the year ended March 31, 2017 is provided as Annexure 4 to this Report.

A statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of Rs.12 million or more, employees employed for part of the year and in receipt of Rs.1 million or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in Annexure 4 to this report.

32. Significant and Material orders

During the period under report, there have been no material or significant orders passed by the Regulators/Courts which would have an impact on the going concern status and operations of the Company in future.

33. Statutory Auditors

Under Section 139 of the Indian Companies Act, 2013 and Rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section.

The tenure of M/s. Deloitte Haskins & Sells, as Statutory Auditors has come to an end at the last Annual General Meeting held on August 10, 2017; and accordingly the shareholders on the Annual General Meeting have approved the appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022) as Statutory Auditors for a term of 5 years commencing from the conclusion of the Annual General Meeting of the Company held on August 10, 2017, till the conclusion of the Annual General Meeting to be held in the year 2022.

34. Auditors’ Report

There are no qualifications, reservations or adverse remarks made by M/s B S R & Co. LLP, Statutory Auditors, in their report for the financial year ended March 31, 2018; and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit and Risk Management Committee during the year under review.

35. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report:

There are no other material changes affecting the financial position of the Company between the end of the financial year to which this financial statements relate and the date of the report.

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

36. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. V Sreedharan, Partner, M/s V Sreedharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March, 31, 2018. The said Report of the Secretarial Audit in Form MR 3 is annexed herewith as Annexure 2 and forms part of the report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor of the Company, in their Secretarial Audit Report.

37. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its hospital activity is required to be audited. Your Directors had, on the recommendation of the Audit and Risk Management Committee, appointed M/s. M. Thimmarayaswamy & Co., Cost Accountants to audit the cost records of the Company for the Financial Year 2017-18.

Cost Audit Report for the financial year ended 31st March 2017 has been duly filed with the Registrar of Companies.

38. Particulars regarding Conservation of energy, Technology absorption and Foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure 8.

39. Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2017-2018, three complaints were received at a group level and the same were investigated, out of which two resolved as per the provisions of the Act. One complaint was pending as on the date of this report.

In order to build awareness in this area, the Company has been conducting programmes in the organization on a continuous basis.

40. Green initiative

As a green initiative in corporate governance, Ministry of Corporate affairs have permitted companies to send electronic copies of Annual Report, notices, etc., to the e-mail IDs of shareholders. We are accordingly arranging to send soft copies of these documents to the e-mail IDs of shareholders available with us.

In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on request to the Company by post or an e-mail.

We are also in the process of starting a sustainability initiative with the aim of being carbon neutral and minimize our impact on the environment. Sustainability practices will be implemented and tracked diligently to ensure that we comply with the goals we set for ourselves.

41. Employee Stock Option Schemes

As required under Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014, the applicable disclosures as on March 31, 2018 are annexed to this Report as Annexure 3.

During the financial year under review, pursuant to regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014, the Company has obtained the approval of the members at the Annual General Meeting held on September 29, 2016, for ratifying Employee Stock Option Scheme of the Company (HCG ESOS 2014), the pre-IPO plan. HCG ESOS 2014 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014.

The Nomination and Remuneration Committee of the board evaluates the performance and other criteria of employees and approves the grant of options based on the recommendation of the Management. These options vest with employees over a specified period subject to fulfilment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price determined on the date of grant of options.

The stock compensation cost is computed under fair value method and accounted in line with graded vesting of options over the total vesting period of four years. For the year ended March 31, 2018, the Company has recorded stock compensation expense of Rs.27,093,288 (2017: Rs.9,450,182).

For further details on the Scheme refer Annexure 3 of the Director’s report.

42. Corporate Governance

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2018, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report.

Certificate from Mr. V Sreedharan, Partner, M/s V Sreedharan & Associates, a firm of Company Secretaries in Practice confirming the compliance with the conditions of Corporate Governance as stipulated by Regulation 34 (3) of Listing Regulations is attached to this report.

43. Declaration on Code of Conduct

The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board Members and Senior Management Personnel as required under Regulation 34 read with Part D of Schedule V of the Listing Regulations. A declaration signed by Dr. B.S. Ajaikumar, Chairman & CEO of the Company affirming the compliance with the Code of Conduct of the Company for the financial year 2017-18 has been annexed as part of this Report.

44. Acknowledgements and Appreciations

We stay committed to partnering for value creation and take this opportunity to thank one and all who have participated in our journey this far. Your Directors desire to place on record, its sincere appreciation to all employees at all levels, who with sustained dedicated effort and hard work, enabled the Company to deliver a good all-round performance. Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the vendors, business associates, consultants, bankers, regulatory and government authorities, shareholders and investors at large and look forward to their continued support. We also take this opportunity to express sincere thanks to the medical fraternity and patients for their continued co-operation, patronage and trust reposed in the Company and its healthcare services.

For and on behalf of the Board of Directors

Date: May 22, 2018 Dr. B. S. Ajaikumar

Place: Bengaluru Chairman & CEO

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Mar 31, 2017

The Directors have great pleasure in presenting the Nineteenth Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and the Auditors’ Report thereon for the financial year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results:

The highlights of consolidated financial results of your Company and its subsidiaries; and your Company as a standalone entity are as follows:

Consolidated	2016-17 (INR in millions)	2015-16 (INR in millions)
Income from operations	7,001.1	5,841.7
Total Expenditure excluding Depreciation, Interest cost, tax and exceptional items	5,951.2	4,994.1
Profit before other income, Depreciation, Interest cost, tax and exceptional items	1,049.9	847.6
Other income	96.7	39.9
Depreciation, Finance Charges and exceptional items	798.2	884.8
Profit before tax	348.4	2.7
Profit after tax before share of profit of minority interest	230.4	22.4
Standalone
Income from operations	5,387.8	4,711.3
Total Expenditure excluding Depreciation, Interest cost, tax and exceptional items	4,537.6	4,073.4
Profit before other income, Depreciation, Interest cost, tax and exceptional items	850.2	638.0
Other income	72.2	33.9
Depreciation, Finance Charges and exceptional items	571.2	758.2
Profit/(Loss) before tax	351.2	(86.4)
Profit/(Loss) after tax	235.2	(47.3)

2. Performance Overview

CONSOLIDATED OPERATIONS:

The consolidated income from operations for FY 2016 - 17 was INR 7,001.1 million as compared to INR 5,841.7 million in the previous fiscal year, reflecting a growth of 19.8%. EBITDA in FY 2016- 17 was INR 1,049.9 million as compared to INR 847.6 million in FY 2016-17, reflecting a year-on-year increase of 23.9%. EBITDA margin for the year was 15.0% as compared to 14.5% in FY 2015-16, reflecting an increase of 50 basis points. PAT (after minority interest) in the fiscal year was INR 221.7 million as compared to a loss after tax of INR 14.6 million in FY 2015-16.

The revenue growth was driven by 19.2% growth from HCG Centres (including the multi-specialty hospitals) while the Milann centres contributed growth of 27.8%. HCG Centres constituted 92% of the consolidated revenues for the Company and the remaining 8% of the consolidated revenue was contributed by Milann Centres.

STANDALONE OPERATIONS:

The Company ended the year FY 2016-17 with income from operations of INR 5,387.8 million as compared to INR 4,711.3 million, reflecting an increase of 14.4% compared to the previous fiscal year. Our EBITDA before exceptional items for FY 2016-17 was INR 850.2 million with EBITDA margin of 15.8%.

3. Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards ("Ind AS") applicable to certain class of companies. Ind AS has replaced the existing GAAP prescribed under Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For HCG Group, Ind AS is applicable from April 01, 2016, with a transition date of April 01, 2015 and IGAAP as the previous GAAP.

The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in Note 3 in the notes to accounts in the standalone and consolidated financial statements.

4. Business and Strategy:

4.1 BUSINESS:

The Company is a provider of specialty healthcare in India focused on cancer and fertility. Under the "HCG" brand, we operate the largest cancer care network in India in terms of the total number of private cancer treatment centres licensed by the AERB. Each of our comprehensive cancer centres offers, at a single location, comprehensive cancer diagnosis and treatment services (including radiation, medical oncology and surgical treatments). Our freestanding diagnostic centres and our day care chemotherapy centre offer diagnosis and medical oncology services, respectively.

In our HCG network, our specialist physicians adopt a technology-focused approach to diagnosis and treatment. For instance, we use advanced technologies, including molecular pathology and molecular imaging for accurate diagnosis and staging of cancer, which enable us to decide upon the appropriate course of treatment for each patient. We also utilize targeted nuclear medicine therapies as well as advanced radiation treatments to minimize side effects and improve the outcome of treatments. By ensuring that we adopt these diagnostic and treatment technologies throughout our HCG network, we are able to provide consistent quality of care to all patients.

Given the large number of patient cases treated across our HCG network, we believe that we are able to efficiently utilize our equipment, technologies and human resources, thereby deriving economies of scale. Furthermore, through the adoption of a centralized drug and consumables formulary, we are able to lower the overall cost of drugs and consumables. We believe that our business model is scalable and when combined with efficient utilization of resources, it enables us to operate within a competitive cost structure.

We also provide fertility treatment under our Milann brand. Our Milann fertility centres provide comprehensive reproductive medicine services, including assisted reproduction, gynaecological endoscopy and fertility preservation; and follow a multidisciplinary and technology-focused approach to diagnosis and treatment. Our Milann network also operates on a model similar to our HCG network, wherein the various Milann fertility centres aim to provide medical services following established protocols with a focus on quality medical care across diagnosis and treatment.

Under our Triesta brand, we provide clinical reference laboratory services in India with a specialization in oncology, including molecular diagnostic services and genomic testing. Our Triesta central reference laboratory is located in our centre of excellence in Bengaluru. Our Triesta central reference laboratory is accredited by NABL in India, as well as by CAP for quality assurance of laboratory tests performed. Additionally, Triesta offers research and development services to pharmaceutical and biotechnology companies in the areas of clinical trial management and biomarker discovery and validation. Triesta is led by a team of specialist oncopathologists, molecular biologists and clinical researchers. We believe that Triesta is well-positioned to leverage the wide variety of patient cases across our HCG network to develop its capabilities and business.

4.2 NEW CANCER CARE CENTRES:

a) HCG Pinnacle Cancer Centre: In April 2016, HCG launched its first cancer centre in Visakhapatnam, under its subsidiary company, HCG Pinnacle Oncology Private Limited. HCG Pinnacle Cancer Centre has a capacity of upto 88 beds and provide high quality and comprehensive cancer care services. With the commencement of operations of the centre at Visakhapatnam, the Company has expanded its presence in Andhra Pradesh to three centres along with Ongole and Vijayawada. HCG Pinnacle Cancer Centre is the only centre in the State of Andhra Pradesh with a True Beam installation and is the most advanced and comprehensive cancer care centre. The centre is also equipped with 16 slice PET CT machine Discovery IQ from GE which enables effective cancer diagnostics.

b) HCG Cancer Centre, Baroda: The Company in May 2016 has launched its new advanced comprehensive cancer centre in Baroda, under its subsidiary, HCG Oncology LLP The Centre has a bed capacity of 65 beds and is one of the most advanced in terms of technology in the HCG network. The centre is HCG’s second comprehensive cancer centre in the state of Gujarat with Ahmedabad. The new centre features several advanced technologies such as the TrueBeam Radiotherapy system, PET-CT for radiotherapy planning and diagnosis, TrueBeam minimally invasive surgery system as well as an integrated cloud hosted oncology IT system.

c) HCG Manavata Cancer Centre: HCG has expanded its operations in Nashik in March 2017. The Company had established the first comprehensive cancer centre in Nashik in 2008. The centre has 65 beds offering advanced diagnostics, radiation, medical and surgical oncology. The upgraded centre in a new building has additional 90 beds featuring advanced radiation therapy, multidisciplinary team of oncologists including sub specialists, bone-marrow transplant unit. The new centre is expected to commence operations later in 2017. Also, the centre which was operating under HCG, is moved into a new legal entity, named HCG Manavata Oncology LLP, which is owned by HCG and Dr. Rajnish Nagarkar in the ratio of 51:49 respectively.

d) Cancer Care Kenya, Nairobi: HCG through its subsidiary HCG Kenya has signed definitive agreements in March 2017 to acquire a majority stake in Cancer Care Kenya (CCK) a leading cancer care centre in Nairobi, Kenya, subject to review and approval by the Competition Authority of Kenya (CAK) and other requisite approvals. CDC, the development finance institution of UK Government, which has partnered with HCG for Africa investments, would partner with HCG through HCG Kenya an off-shore subsidiary for the acquisition. MP Shah Hospital, a leading tertiary care hospital in Kenya, will also participate in the transaction. HCG Kenya has received necessary approvals from CAK in May 2017, for the acquisition.

CCK, which started operations in 2010, is the first private comprehensive cancer centre in Kenya. CCK treats over a thousand patients annually including over two hundred patients from other African nations. CCK’s team includes internationally trained radiation, medical and surgical oncologists, physicists, radiation technicians and oncology nurses.

e) HCG Regency Cancer Centre, Kanpur: In May 2017, HCG launched its first cancer centre in Kanpur, the largest city in the state of Uttar Pradesh, under its subsidiary company, HCG Regency Oncology Healthcare Private Limited. HCG Regency Oncology Centre is equipped with 90 beds and features advanced radiation therapy, a multi-disciplinary team of oncologists including sub-specialists, as well as the first PET-CT and bone marrow transplant unit.

4.3 STRATEGY:

a) Expand the reach of our cancer care network in India:

We plan to expand its network in India by establishing new cancer centres across India and by expanding the capacity and service offering of the existing HCG cancer centres. We carry out a competitive assessment of the markets in which HCG plans to expand the network based on a number of factors, including the estimated incidence of cancer in the primary and secondary catchment population, the number of comprehensive cancer centres, if any, in the catchment; the average distance patients have to travel to avail of such comprehensive cancer care; affordability of healthcare generally and cancer care in particular; and the available third party payer options, whether corporate, government or private insurance. HCG will continue to expand its network through green field projects, partnership arrangements and acquisitions; and affirmed that the past experiences will aid the Management in identifying potential opportunities in the future and assist HCG in integrating new cancer centres into the existing HCG network.

b) Strengthen our HCG brand to reach more cancer patients

We believe that our HCG brand distinguishes us from our competitors. As we establish new comprehensive cancer centres across India, we plan to invest in building our brand, enhancing our market presence, brand image and visibility. We intend to strengthen our patient support groups comprising cancer survivors to further spread awareness of cancer screening and to educate patients regarding cancer treatment options and their relative outcomes and benefits. Through these initiatives, we seek to further strengthen our brand and our commitment to the community, cancer patients and their families.

c) Expand our cancer care network overseas

We believe that despite the growing incidence of cancer, there is a shortage of cancer centres in many countries in Africa. As a result, patients suffering from cancer often travel outside the region at a significant cost for availing quality cancer care, including to our comprehensive cancer centres in India. In the past, we have experienced an increase in the number of patients travelling from Africa and other regions to our centre of excellence in Bengaluru, as well as to our other comprehensive cancer centres in India for cancer treatment. We believe that this growing demand presents us with an opportunity to establish a network of specialty cancer centres in Africa. In addition, we periodically and selectively evaluate partnering opportunities in countries in the Middle East and South and Southeast Asia.

d) Upgrade and strengthen our information technology infrastructure

We are in the process of significantly upgrading our information technology infrastructure in order to enhance the quality of care delivered to patients and to further enhance our clinical best practices and research capabilities. Our planned information technology infrastructure will be based on a private cloud-computing system and will encompass a centralized EMR system seamlessly integrated with various other centralized systems including HIS and ERP system. We believe that the implementation of these information systems will maximize efficiencies through the greater integration of our network and help us fine tune protocols through knowledge sharing and collaboration. Further, we believe that these initiatives will enhance our ability to conduct longitudinal research studies (which are long-term observational research studies), and associate clinical outcomes with mutation and other genomic findings in cancer patient tissues maintained at our biorepository. We believe that this will position us as a partner of choice for cancer researchers and academia.

e) Expand our Milann network of fertility centres across India and strengthen Milann brand

We believe that in expanding our Milann network, we are well-positioned to leverage HCG’s successful track record of growing through partnerships with specialist physicians and hospitals, as well as our relationship base within the medical community.

We intend to invest in building our Milann brand through targeted media campaigns focusing on building patient awareness of fertility treatment primarily through patient testimonials and socially relevant messages. We also intend to undertake community outreach programmes, strengthen our patient support groups and undertake other awareness building activities among corporate entities. In addition, we intend to undertake various direct consumer marketing activities, including advertising in print, television, outdoor and digital media.

5. Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on the Company’s financial and operational performance, industry trends, business outlook and Initiatives and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in separate section which forms part of the Annual Report.

6. Transfer to reserves

There are no appropriations to/from the General reserves of the Company during the year under review.

7. Dividend

Keeping in view the growth strategy of the Company, the Board of Directors of your Company have decided to plough back the profits and thus do not recommended any dividend for the financial year under review.

As per Regulation 43A of the SEBI Listing Regulations, the Company has adopted Dividend Distribution Policy setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of Dividend to the Shareholders and/or retaining profits earned by the Company. The highlights of the Policy is enclosed as Annexure 7 to the Board’s Report and is also available on the website of the Company (www.hcgel.com).

8. Transfer of unpaid and unclaimed amount to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend and refund of share application money due for refund which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, no amount was due for transfer to IEPF.

9. Consolidated financial statements

In accordance with the Companies (Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, the Company has started following the Indian Accounting Standards (Ind AS) for preparation of its financial statements from April 1, 2016. The financial statements, both standalone and consolidated, for the financial year ended March 31, 2016 have also been restated accordingly.

10. Subsidiaries and Associates

We, along with our subsidiaries and Associates, provide specialty healthcare focused on cancer and fertility.

As on March 31, 2017, the Subsidiaries and Associate Companies of the Company are as under, of which none are material subsidiaries.

Sl. No.	Name of the entity	Country of Incorporation	% of ownership held by the Company as at March 31, 2017
A	HCG Medi-Surge Hospitals Private Limited	India	74.00%
B	Malnad Hospital & Institute of Oncology Private Limited	India	70.25%
C	HealthCare Global Senthil Multi Specialty Hospitals Private Limited	India	100.00%
D	Niruja Product Development And Healthcare Research Private Limited (name changed with effect from November 10, 2016 from MIMS HCG Oncology Private Limited)	India	100.00%
E	BACC Healthcare Private Limited	India	50.10%
F	HCG Regency Oncology Healthcare Private Limited	India	51.00%
G	HCG Pinnacle Oncology Private Limited	India	50.10%

Sl. No.	Name of the entity	Country of Incorporation	% of ownership held by the Company as at March 31, 2017
H	HealthCare Diwan Chand Imaging LLP	India	75.00%
I APEX HCG Oncology Hospitals LLP		India	50.10%
J	HCG NCHRI Oncology LLP	India	76.00%
K	HCG Oncology LLP	India	74.00%
L	Strand-Triesta Cancer Genomics LLP	India	30.00%
M	HCG EKO Oncology LLP	India	50.50%
N	HCG Manavata Oncology LLP (incorporated on August 10, 2016)	India	51.00%
O	DKR Healthcare Private Limited (formerly Parenthood Healthcare Private Limited) 100% subsidiary of BACC Healthcare Private Limited, which is subsidiary of the Company	India	50.10%
P	HCG (Mauritius) Pvt. Ltd.	Mauritius	100.00%
Q	Healthcare Global (Africa) Pvt. Ltd.	Mauritius	100.00%
R	HealthCare Global (Uganda) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)	Uganda	100.00%
S	HealthCare Global (Kenya) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)	Kenya	100.00%
T	HealthCare Global (Tanzania) Private Limited (Wholly Owned Subsidiary of Healthcare Global (Africa) Pvt. Ltd)	Tanzania	100.00%

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 read with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable accounting standards, the consolidated financial statements of the Company, prepared in accordance with the relevant accounting standards specified under Section 133 of the Companies Act, 2013 read with the rules made there under, forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 (1) of the Companies Act, 2013:

a) The Annual Report of the Company, containing therein its standalone and consolidated financial statements, is placed on the website of the Company, being www.hcgel. com.

b) The audited financial statements of subsidiary companies are posted on the website of the Company, being www. hcgel.com.

A statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed herewith as "Annexure 6" and forms part of the Report as per provisions of the Section 129(3) of the Companies Act 2013.

10.1 SUBSIDIARIES INCORPORATED DURING THE FINANCIAL YEAR

HCG Manavata Oncology LLP HCG Manavata Oncology LLP was incorporated on August 10, 2016, under The Limited Liability Partnership Act, 2008 as a limited liability partnership firm. The Partners of the LLP are HCG and Dr. Rajnish Nagarkar, in the capital contribution ratio of 51:49, respectively. HCG Manavata Oncology LLP is authorized to primarily engage in the business of setting up hospitals at Nashik, Maharashtra with high end linear accelerators, pharmacy and matters incidental and ancillary thereto.

10.2 CHANGES IN THE SHAREHOLDING IN THE SUBSIDIARIES DURING THE FINANCIAL YEAR

HCG NCHRI Oncology LLP: During the year under review, the percentage of holding of the Company in HCG NCHRI Oncology LLP subsidiary has increased from 51% to 76%.

10.3 DISINVESTMENTS MADE BY THE COMPANY DURING THE FINANCIAL YEAR

The Company has not made any disinvestments during the Financial Year.

11. Public deposits

Your Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

12. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to Loans/advances given, guarantees provided and investments made are provided as part of the financial statements.

13. Related party transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at www.hcgel.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on yearly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length.

All Related Party Transactions entered during the year were in ordinary course of the business and at arm’s length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.

Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC 2 as specified under Companies Act, 2013, which is annexed herewith as "Annexure 5" and forms part of the report.

14. Initial Public Offer

During the year 2015-16, the Company had completed its Initial Public Offering of 29,800,000 equity shares of INR 10 each, comprising of Fresh Issue of 11,600,000 equity shares and Offer for Sale of 18,200,000 equity shares at a premium of INR 208 per equity share. The total issue size was INR 6496.4 million. The shares got listed on the National Stock Exchange of India Limited and BSE Limited on March 30, 2016.

The proceeds of the initial public offer are proposed to be utilized for the following purposes:

1. Purchase of medical equipment

2. Investment in IT software, services and hardware

3. Pre-payment of debt; and

4. General Corporate Purposes

During the year under review, the Company has not deviated in utilizing the proceeds of issue.

15. Share capital

a) Authorized Share Capital: There is no change in the authorized share capital of the Company during the year. As on the date of this report, the authorized share capital of the Company is INR 1,270,000,000 consisting of 127,000,000 equity shares of INR 10 each.

b) The Issued, Subscribed and Paid-up Share Capital of the Company has increased from INR 850,759,860 consisting of 85,075,986 equity shares of INR 10 each to INR 857,129,860 consisting of 85,712,986 equity shares of INR 10 each during the year.

The increase in the Issued, Subscribed and Paid-up Share Capital was on account of allotment of shares to employees pursuant to ESOP 2014.

16. Number of meetings of the Board

The Board met four times during the financial year 2016-17 viz., on, May 26, 2016, August 12, 2016, November 10, 2016 and February 8, 2017.

Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the report on Corporate Governance which forms a part of Directors’ Report.

17. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Company has received and taken on record, the necessary declaration from each of the independent directors under Section 149 of the Companies Act, 2013 that they meet with the criteria of their independence.

18. Extract of Annual Return

The extract of the Annual Return of your Company as on March 31, 2017 as provided under sub-section (3) of Section 92 in the Form MGT 9 is annexed herewith as "Annexure 1".

19. Director''s Responsibility Statement

The financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable. For periods up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance with the then applicable Accounting Standards in India (''previous GAAP’). These are the Group’s first Ind AS financial statements. The date of transition to Ind AS is April 1, 2015.

Pursuant to Section 134 (3) (C) and 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

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

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

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

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

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

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

20. Appointment of Directors

The Board of Directors of the Company have appointed Dr. Amit Varma and Dr. Ramesh S. Bilimagga as Additional Directors with effect from November 10, 2016, liable to retire by rotation, who shall hold office till the date of ensuing Annual General Meeting, unless reappointed by the shareholders. The Board of Directors have made necessary recommendation for the appointment of Dr. Amit Varma and Dr. Ramesh S. Bilimagga as Directors of the Company at the ensuing Annual General Meeting.

21. Resignation of Directors

Mr. Prakash Parthasarathy, Non-Executive Director, nominee of PI Opportunities Fund, retired by rotation at the Annual General Meeting held on September 29, 2016 and had not sought for reappointment at the Annual General Meeting. The Board place on record its appreciation for the contribution made by Mr. Prakash Parthasarathy during his tenure as Director of the Company.

Dr. Jennifer Gek Choo Lee, Non-Executive Director, nominee of V-Sciences Investments Pte Ltd, and Mr. Rajesh Singhal, Non-Executive Director, nominee of Milestone Private Equity Fund have resigned from Directorships with effect from August 12, 2016. The Board place on record its appreciation for the contributions made by Dr. Jennifer Gek Choo Lee and Mr. Rajesh Singhal during their tenure as Directors of the Company.

As per the provisions of the Companies Act, 2013, Dr. B. S. Ajaikumar and Mr. Gangadhara Ganapati, Directors of the Company, retire at the forthcoming Annual General Meeting and have sought for reappointment.

22. Key Managerial personnel

Mr. Krishnan S. Subramanian, Chief Financial Officer has resigned from the Company with effect from August 16, 2016. Mr. Yogesh Patel has been appointed as Chief Financial Officer of the Company with effect from October 6, 2016.

The Board hereby places on record its appreciation for the contribution made by Mr. Krishnan S. Subramanian during his tenure as Chief Financial Officer of the Company.

23. Committees of the Board and their constitution

The Board has formed the following five Committees:

1. Audit and Risk Management Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee and

5. Strategy Committee.

Details of terms of reference of the Committees, attendance at meetings of the Committees are provided in the Corporate Governance report. The Company Secretary acts as the Secretary of all the Committees of the Board.

(a) Audit and Risk Management Committee

Pursuant to the requirements of Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers), Rules 2014, the Company has an Audit and Risk Management Committee and the composition of the committee is as under:

1. Mr. Suresh Chandra Senapaty, Chairman

2. Dr. Sudhakar Rao

3. Mr. Shanker Annaswamy

The Audit committee was reconstituted and renamed as the "Audit and Risk Management Committee" by a meeting of the Board of Directors held on May 29, 2015.

(b) Nomination and Remuneration Committee

Pursuant to the requirements of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers), Rules 2014, the Board of Directors have reconstituted the Nomination and Remuneration Committee on May 29, 2015.

The members of the Nomination and Remuneration Committee are:

1. Mr. Shanker Annaswamy, Chairman

2. Dr. Sampath Thattai Ramesh

3. Mr. Gangadhara Ganapati

(c) Stakeholders'' Relationship Committee

The Stakeholders’ Relationship Committee was constituted by our Board of Directors at their meeting held on May 29, 2015. The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the Companies Act, 2013.

The members of the Stakeholders’ Relationship Committee are:

1. Mr. Gangadhara Ganapati, Chairman

2. Dr. B.S Ajaikumar

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by our Board of Directors at their meeting held on May 29, 2015. The terms of reference of the Corporate Social Responsibility Committee of our Company are as per Section 135 of the Companies Act, 2013 and the applicable rules thereunder.

The members of the Corporate Social Responsibility Committee are:

1. Dr. Sudhakar Rao, Chairman

2. Dr. Sampath Thattai Ramesh

3. Ms. Bhushani Kumar

4. Dr. B S Ajaikumar

(e) Strategy Committee

The Committee was constituted by our Board of Directors at their Meeting held on May 26, 2016 with the scope of reviewing strategic initiatives; and for having an ooversight of the strategic direction of the Company.

The present members of the Committee are:

1. Dr. B. S. Ajaikumar, Chairman

2. Mr. Gangadhara Ganapati

3. Mr. Suresh Senapaty

4. Mr. Shanker Annaswamy

5. Dr. Amit Varma

24. Board Evaluation

In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board was undertaken. The annual evaluation process covered the evaluation of the Board as a whole, Committees of the Board, Chairperson, Executive and Non- Executive Directors and Independent Directors, and were carried out through a structured questionnaire having qualitative parameters and feedback based on ratings. The Board had, during the year, opportunities to interact and make an assessment of its functioning as a collective body. In addition, there were opportunities for Committees to interact, for Independent Directors to interact amongst themselves and for each Independent Director to interact with the Chairman. The Board found that, there was considerable value and richness in such discussions and deliberations.

The Board Evaluation discussion was focused around how to make the Board and its Committees more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was appraised of the business issues and the related opportunities and risks. The Board discussed various aspects of the functioning of the Board and its Committees such as structure, composition, meetings, functions and interaction with Management and what needs to be done to further improve the effectiveness of the Board’s functioning.

Additionally, during the evaluation discussion, the Board also focused on the contribution being made by the Board as a whole, through its Committees and discussions on a one on one basis with the Chairman.

The process of Board Evaluation was led by the Chairman of the Nomination and Remuneration Committee. The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board that were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the period. The Board acknowledged the efforts and contributions made by the Chairperson, Executive and Non- Executive Directors and Independent Directors towards the Company’s performance.

The Board also noted that the actions identified in the past evaluation had been acted upon. Subsequent to the evaluation done in the financial year 2016-17, given the changing external environment, some areas have been identified for the Board to engage itself with and these will be acted upon.

25. Risk Management

The Company has put in place an enterprise wide risk management framework. This holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving the stated objectives. The Audit and Risk Management Committee advises and guides the Company for taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities. The Committee reviews the Company’s portfolio of risks and considers it against the Company’s Risk Appetite. The Committee also recommends changes to the Risk Management Technique and / or associated frameworks, processes and practices of the Company.

For further details on the enterprise wide risk management framework, refer to Management and Discussion Analysis Report forming part of the Annual Report.

26. Corporate Social Responsibility

The provisions of Corporate Social Responsibility ("CSR") under the Companies Act, 2013 were not applicable to the Company for the financial year 2016-17.

However, your Company has been, over the years, pursuing as a part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself and create an environment of partnership for inclusive development.

Over the years, HCG has also been involved in a number of social initiatives to support the community and bring about a positive change in preventive healthcare, through education and awareness building activities. Its CSR programmes are delivered through HCG Foundation, which is committed to providing health services and subsidized medical care to the socially and economically marginalized sections of society.

Free cancer detection and screening camps, Continuous Medical Education (CMEs) are now a regular feature in HCG’s community outreach program. We believe that organizational growth is impossible without the sharing and pooling of our knowledge and resources. Best practices are disseminated across our facilities through coordinated CMEs, Continuous Nursing Education (CNEs) and seminars. HCG organizes such continuous education programmes every year.

The CSR Committee has formulated a Corporate Social Responsibility Policy which indicates the activities the Company proposes to undertake as a part of its CSR programme.

27. Internal Control system and their adequacy

The Management has laid down internal financial controls to be followed by the Company. We have adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The internal control system commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives in effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

As part of the Corporate Governance Report, CEO/ CFO certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an Internal Audit function and the Audit and Risk Management Committee of the Board.

The scope and authority of the Internal Audit Function is derived from the Audit Charter approved by the Audit and Risk Management Committee of the Board. The Internal Audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The Internal Audit function provides assurance to the Board and management that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

28. Vigil Mechanism for Directors and employees

Section 177(9) of the Companies Act, 2013, mandates every listed company or such class of companies as may be prescribed to establish a Vigil mechanism for its Directors and employees, which shall function as a channel for receiving and redressing of employees’ complaints and shall be operated by the Audit and Risk management committee. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Under this policy, we encourage our employees to report their genuine concern of any conduct that results in violation of the ethical behaviour, or to report any act, if not conducted in a fair, transparent manner thereby compromising professionalism, honesty and integrity (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. No individual in the Company has been denied access to the Audit and Risk Management Committee or its Chairman.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations.

Mechanism followed under the process is appropriately communicated within the Company across all levels and has been displayed on the Company’s intranet and website at www.hcgel.com. The Audit and Risk Management Committee periodically reviews the functioning of this mechanism.

29. Company’s Policy on Appointment and Remuneration of Directors

As on March 31, 2017, the Board consists of 9 members, of which 5 Directors are Independent Directors and 3 are Non-Executive Directors. Dr. B. S. Ajaikumar, Chairman & CEO is the only Executive Director on the Board.

An appropriate mix of Executive and Independent Directors ensures greater independence of Board. The Company has been following well laid down policy on appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel.

The remuneration of Executive Director comprises of fixed remuneration and variable pay, based on performance and adheres to the applicable provisions of the Companies Act, 2013 read with relevant rules as detailed in Corporate Governance Report which forms a part of this report.

The remuneration of Independent Directors comprises of sitting fees which is paid for attending the meetings of the Board and the Committees of the Board in accordance with the provisions of Companies Act, 2013.

The Policy of the Company on the Director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013, is available on our website www. hcgel.com. We affirm that the remuneration paid to Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

30. Particulars of employees

The information required in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 for the year ended March 31, 2017 is provided as Annexure 4 to this Report.

A statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of INR 12 million or more, employees employed for part of the year and in receipt of INR 1 million or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in Annexure 4 to this report.

31. Significant and Material orders

During the period under report, there have been no material or significant orders passed by the Regulators/Courts which would have an impact on the going concern status and operations of the Company in future.

32. Statutory Auditors

Under Section 139 of the Indian Companies Act, 2013 and Rules made there under, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section.

Since the tenure of M/s. Deloitte Haskins & Sells, as Statutory Auditors would come to an end with the conclusion of the ensuing Annual General Meeting (AGM), and cannot be reappointed as Statutory Auditors at the AGM, the Audit and Risk Management Committee have recommended and the Board of Directors, subject to the approval of the shareholders have approved the appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022) as Statutory Auditors on February 08, 2017, for a term of 5 years commencing from the conclusion of the Annual General Meeting of the Company scheduled to be held on August 10, 2017, till the conclusion of the Annual General Meeting to be held in the year 2022. The first year of audit will be of the financial statements for the year ending March 31, 2018, which will include the audit of the quarterly financial statements for the year.

The Company has also received a confirmation from M/s. B S R & Co. LLP Chartered Accountants, Bangalore, to the effect that their appointment, if made, at the ensuing Annual General Meeting, would be within the limits as mentioned in the provision of Section 141 of the Companies Act, 2013 and are eligible to be appointed.

Suitable resolution in this regard has been recommended by the Board of Directors of the Company for the consideration and approval of the shareholders at the ensuing AGM.

33. Auditors’ Report

There are no qualifications, reservations or adverse remarks made by M/s Deloitte Haskins & Sells, Statutory Auditors in their report for the financial year ended March 31, 2017; and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit and Risk Management Committee during the year under review.

34. Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report:

There are no other material changes affecting the financial position of the Company between the end of the financial year to which this financial statements relate and the date of the report.

35. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. V Sreedharan, Partner, M/s V Sreedharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March, 31, 2017. The said Report of the Secretarial Audit in Form MR 3 is annexed herewith as "Annexure 2" and forms part of the report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor of the Company, in their Secretarial Audit Report.

36. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its hospital activity is required to be audited. Your Directors had, on the recommendation of the Audit and Risk Management Committee, appointed M/s. M. Thimmarayaswamy & Co., Cost Accountants to audit the cost records of the Company for the Financial Year 2016-17.

Cost Audit Report for the financial year ended 31st March 2016 has been duly filed with the Registrar of Companies.

37. Particulars regarding Conservation of energy, Technology absorption and Foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013.

Conservation of energy: The operations of your Company are not energy-intensive. However, significant measures are being taken to reduce energy consumption by using energy efficient equipment. The Company has taken initiatives to conserve energy and consume less energy.

Your Company constantly evaluates and invests in new technology to make the infrastructure more energy efficient. As the cost of energy forms a very small portion of the total costs, the financial implications of these measures are not material.

Technology absorption: Over the years your Company has brought into the country the best and the world class equipments for the treatment of cancer.

Being at the forefront in the fight against cancer involves pioneering innovative treatments, methods and the introduction of industry-changing technologies that benefit both the medical expert and the patient. HCG has led the march against cancer and set benchmarks in the industry by introducing many new technologies like TrueBeam, CyberKnife, Da Vinci - Robotic Surgery and Tomotherapy. Most of these equipments are imported.

The Company has a dedicated team of technically competent personnel who relentlessly work on technology upgradation and development related fields. Your Company also deploys its resources from time to time and imparts necessary training to keep abreast of the continuously changing technology.

Research and Development:

The Research and Development is intellectual property driven accelerated bridge between basic research and clinical implementation through high quality translational research to understand disease pathogenesis, translate such knowledge into improvements in patient care and set new paradigm in personalized medicine era through biospecimen banking. Putting a step forward for comprehensive cancer care, the R&D focusses on high end molecular diagnostics, genomics and other high end technologies and platform to identify and utilize genetic variability in cancer and genetic make-up of the individual to formulate personalized therapeutic approaches that would enable maximum efficacy with a concomitant improvement in patient quality of life.

As a comprehensive cancer hospital dedicated to transforming cancer care, HCG is at the forefront of cancer research, ensuring our patients have access to cutting edge treatments that deliver the best possible outcomes. We are focused on delivering patient-centred care through clinical, academic and research excellence. Medicine is constantly evolving. To ensure we remain at the forefront of the latest approaches to cancer care and treatment, we have dedicated research teams onsite that focus on medical physics, radiation oncology, radiotherapy, medical oncology, as well as an integrated clinical trials department. This provides the opportunity for our patients and team members to get involved in vital research, including the trial of new drugs, devices and other treatment techniques.

Triesta R&D offers the following range of services for Pharma, biotech, CRO and diagnostic companies engaged in drug discovery, drug development, biomarker discovery and companion diagnostics development:

- Targeted Gene sequencing

- Exome sequencing services

- Tumor profiling services

- Enriched Clinical trial

- Pharmacogenomics - Enable pharma in drug development

- Biomarker Validation

- Companion diagnostics

Our research is focused on the discovery of clinically relevant gene signatures to bring novel biomarkers of diagnostic, prognostic and predictive value in cancer patients. We also carry out research on areas where an understanding of intracellular signalling mechanisms has the potential to yield breakthrough-targeted therapeutics. R&D team has successfully written Investigator Initiated Research (IIR) projects for extramural grants. Triesta is actively publishing research papers, case studies, abstracts in international & national forums like ASCO, AACR and Indian Cancer Congress. Having access to well annotated and high quality clinical samples of various cancer types, Triesta is the preferred partner for global pharma companies, academia, diagnostic companies, venture & technology groups for oncology research and clinical projects.

Foreign exchange earnings and outgo: The details of Foreign Exchange Earnings and Outgo during the year ended March 31, 2017 vis a vis during the year ended March 31, 2016 is as under.

Particulars	For the year ended (INR)
	March 31, 2017	March 31, 2016
Expenditure in Foreign Exchange
Interest	2,841,133	5,014,116
Travel expenses	10,833,830	20,859,873
Repairs and maintenance: Machinery	23,205,150	19,153,402
Professional charges	24,600,351	21,676,217
Business promotion expenses	1,927,913	1,681,885
Total	63,408,377	68,385,493
Imports
Capital Goods	20,978,447	435,057,602
Consumables	15,495,448	17,753,402
Earnings in foreign exchange
Medical service income	361,565,939	356,380,654

38. Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2016-2017, two complaints were received at a group level and the same were investigated and resolved as per the provisions of the Act. There were no complaints pending as on March 31, 2017.

In order to build awareness in this area, the Company has been conducting programmes in the organization on a continuous basis.

39. Green initiative

As a green initiative in corporate governance, Ministry of Corporate affairs have permitted companies to send electronic copies of Annual Report, notices, etc., to the e-mail IDs of shareholders who have registered their e-mail id either with their Depository Participants or with the Company/Registrars. We are accordingly arranging to send soft copies of these documents to the e-mail IDs of shareholders available with us.

In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on request to the company by post or an e-mail.

We are also in the process of starting a sustainability initiative with the aim of being carbon neutral and minimize our impact on the environment. Sustainability practices will be implemented and tracked diligently to ensure that we comply with the goals we set for ourselves.

40. Employee Stock Option Schemes

As required under Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014, the applicable disclosures as on March 31, 2017 are annexed to this Report as "Annexure 3".

During the financial year under review, pursuant to regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014, the Company has obtained the approval of the members at the previous Annual General Meeting held on September 29, 2016, for ratifying Employee Stock Option Scheme of the Company (HCG ESOS 2014), the pre-IPO plan. HCG ESOS 2014 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014.

The Nomination and Remuneration Committee of the board evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period subject to fulfillment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price determined on the date of grant of options.

The stock compensation cost is computed under fair value method and accounted in line with graded vesting of options over the total vesting period of four years. For the year ended March 31, 2017, the Company has recorded stock compensation expense of INR 9,450,182 (2016: INR 5,392,740).

For further details on the Scheme refer Annexure 3 of the Director’s report.

41. Corporate Governance

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2017, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report.

Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated by Regulation 34 (3) of SEBI (LODR) Regulations, 2015 is attached to this report.

42. Acknowledgements and Appreciations

We stay committed to partnering for value creation and take this opportunity to thank one and all who have participated in our journey this far. Your Directors desire to place on record, its sincere appreciation to all employees at all levels, who with sustained dedicated effort and hard work, enabled the Company to deliver a good all-round performance. Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the vendors, business associates, consultants, bankers, regulatory and government authorities, shareholders and investors at large and look forward to their continued support. We also take this opportunity to express sincere thanks to the medical fraternity and patients for their continued co-operation, patronage and trust reposed in the Company and its healthcare services.

For and on behalf of the Board of Directors

Date: May 24, 2017 Dr. B. S. Ajaikumar

Place: Bangalore Chairman

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Mar 31, 2016

Dear members,

The Directors have pleasure in presenting the Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and the Auditors'' Report thereon for the year ended March 31, 2016.

The financial statements and other reports annexed to the Annual report are in compliance with the requirements of the Companies Act, 2013.

1. Financial Results

The highlights of consolidated financial results of your Company and its subsidiaries and your Company as a standalone entity are as follows:

2015-16 2014-15

(Rs. in millions) (Rs. in millions) Consolidated

Income from operations 5,819.77 5,193.75

Total Expenditure excluding Depreciation, Interest cost, tax and exceptional items 4,923.29 4,431.35

Profit before other income, Depreciation, Interest cost, tax and exceptional items 896.48 762.40

Other income 34.51 48.15

Depreciation, Finance Charges and exceptional items 880.97 780.41

Profit before tax 50.02 30.14

Profit after tax before share of Profit of minority interest 54.33 46.97

Profit after tax 12.21 8.34

Standalone

Income from operations 4,702.13 4,201.50

Total Expenditure excluding Depreciation, Interest cost, tax and exceptional items 4,027.79 3,637.02

Profit before other income, Depreciation, Interest cost, tax and exceptional items 674.34 564.48

Other income 29.95 42.91

Depreciation, Finance Charges and exceptional items 761.87 683.48

Profit/(Loss) before tax (57.58) (76.09)

Profit/Loss after tax (28.45) (23.66)

2. Performance Overview

Consolidated Operations

The consolidated income from operations for FY 2015 - 16 was Rs. 5,819.77 millions as compared to Rs. 5,193.75 millions in the previous fiscal year, reflecting a growth of 12%. EBITDA in FY 2015- 16 was Rs. 896.48 millions as compared to Rs. 762.40 millions in FY 2014-15, reflecting a year-on-year increase of 17.6%. EBITDA margin for the year was 15.4% as compared to 14.7% in FY 2014-15, reflecting an increase of 70 basis points. PAT in the fiscal year was Rs. 12.21 millions as compared to Rs. 8.34 millions in FY 2014-15 reflecting a year-on-year increase of 47.6%.

The revenue growth was driven by 12% growth from HCG Centres (including the multi-specialty hospitals) while the Milann centres contributed growth of 14%. HCG Centres constituted 92% of the consolidated revenues for the Company and the remaining 8% of the consolidated revenue was contributed by Milann Centres.

Standalone Operations

The Company ended the year FY 2015-16 with income from operations of Rs. 4,702.13 millions as compared to Rs. 4,201.50 millions, reflecting an increase of 12%, compared to the previous fiscal year. Our EBITDA before exceptional items for FY 2015-16 was Rs. 704.29 millions with EBITDA margin of 15%.

3. Business Strategy

Expand the reach of our cancer care network in India HCG plans to expand its network in India by establishing new cancer centres across India and by expanding the capacity and service offering of the existing HCG cancer centres. We carry out a competitive assessment of the markets in which HCG plans to expand the network based on a number of factors, including the estimated incidence of cancer in the primary and secondary catchment population, the number of comprehensive cancer centres, if any, in the catchment; the average distance patients have to travel to avail of such comprehensive cancer care; affordability of healthcare generally and cancer care in particular; and the available third party payer options, whether corporate, government or private insurance. HCG will continue to expand its network through green field projects, partnership arrangements and acquisitions; and afirmed that the past experiences will aid the Management in identifying potential opportunities in the future and assist HCG in integrating new cancer centres into the existing HCG network.

Strengthen our HCG brand to reach more cancer patients We believe that our HCG brand distinguishes us from our competitors. As we establish new comprehensive cancer centres across India, we plan to invest in building our brand, enhancing our market presence, brand image and visibility. We intend to strengthen our patient support groups comprising cancer survivors to further spread awareness of cancer screening and to educate patients regarding cancer treatment options and their relative outcomes and benefits. Through these initiatives, we seek to further strengthen our brand and our commitment to the community, cancer patients and their families.

Expand our cancer care network to Africa We believe that despite the growing incidence of cancer, there is a shortage of cancer centres in many countries in Africa. As a result, patients suffering from cancer often travel outside the region at a significant cost for availing quality cancer care, including to our comprehensive cancer centres in India. In the past, we have experienced an increase in the number of patients travelling from Africa and other regions to our centre of excellence in Bengaluru, as well as to our other comprehensive cancer centres in India for cancer treatment. We believe that this growing demand presents us with an opportunity to establish a network of specialty cancer centres in Africa.

Upgrade and strengthen our information technology infrastructure

We are in the process of significantly upgrading our information technology infrastructure in order to enhance the quality of care delivered to patients and to further enhance our clinical best practices and research capabilities. Our planned information technology infrastructure will be based on a private cloud-computing system and will encompass a centralised EMR system seamlessly integrated with various other centralised systems including HIS and ERP system. We believe that the implementation of these information systems will maximize efficiencies’ through the greater integration of our network and help us fine tune protocols through knowledge sharing and collaboration. Further, we believe that these initiatives will enhance our ability to conduct longitudinal research studies (which are long-term observational research studies), and associate clinical outcomes with mutation and other genomic findings in cancer patient tissues maintained at our biorepository. We believe that this will position us as a partner of choice for cancer researchers and academia.

Expand our Milann network of fertility centres across India

and build our Milann brand

We believe that in expanding our Milann network, we are well-positioned to leverage HCG''s successful track record of growing through partnerships with specialist physicians and hospitals, as well as our relationship base within the medical community.

We intend to invest in building our Milann brand through targeted media campaigns focusing on building patient awareness of fertility treatment primarily through patient testimonials and socially relevant messages. We also intend to undertake community outreach programmes, strengthen our patient support groups and undertake other awareness building activities among corporate entities. In addition, we intend to undertake various direct consumer marketing activities, including advertising in print, television, outdoor and digital media.

4. Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report on the company''s financial and operational performance, industry trends, business outlook and Initiatives and other material changes with respect to the company and its subsidiaries, wherever applicable, are presented in separate section which forms part of the Annual Report.

5. Transfer to reserves

There are no appropriations to/from the General reserves of the company during the year under review.

6. Dividend

Keeping in view the growth strategy of the Company, the Board of Directors of your Company have decided to plough back the Profits and thus, not recommended any dividend for the financial year under review.

7. Consolidated financial statements

The consolidated financial statements of the company for the financial year ended March 31, 2016, prepared in accordance with Indian GAAP forms part of this Annual Report.

8. Subsidiaries and Associates

In accordance with Section 129(3) of the Companies Act, 2013 read with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable accounting standards, the consolidated financial statements of the Company, prepared in accordance withthe relevant accounting standards specifed under Section 133 of the Companies Act, 2013 read with the rules made there under, forms part of this Annual Report. In view of the same, the financial statements and other documents of each Subsidiaries and Associate Companies are not attached to this Report.

Further, pursuant to proviso 3 and 4 of Section 136 (1) of the Companies Act, 2013:

a) The Annual Report of the Company, containing therein its standalone and consolidated financial statements are available on the website of the Company, being www. hcgel.com.

b) The audited financial statements of subsidiary companies will be made available on the website of the Company, being www.hcgel.com, post approval by shareholders of the Company.

As on March 31, 2016, the Subsidiaries and Associate Companies of the Company including proposed investments are as under, of which none are material subsidiaries. All the subsidiaries are engaged in health care activities. Pursuant to the provisions of the section 133 of the Companies Act 2013, a statement containing the salient features of the financial statements of the Company''s subsidiaries and associates in Form AOC-1, is annexed herewith as "Annexure 6" and forms part of the Report.

Sl. Name of the entity Country of % of ownership held No. Incorporation by the Company as at March 31, 2016

A HCG Medi-Surge Hospitals Private Limited India 74.00%

B Malnad Hospital & Institute of Oncology Private Limited India 70.25%

C HealthCare Global Senthil Multi Specialty Hospitals Private Limited India 100.00%

D MIMS HCG Oncology Private Limited India 100.00%

E BACC Healthcare Private Limited India 50.10%

F HealthCare Diwan Chand Imaging LLP India 75.00%

G HCG Pinnacle Oncology Private Limited India 50.10%

H APEX HCG Oncology Hospitals LLP India 50.10%

I HCG Regency Oncology Healthcare Private Limited India 50.10%

J DKR Healthcare Private Limited (formerly Parenthood Healthcare India 50.10% Private Limited) 100% subsidiary of BACC Healthcare Private Limited, which issubsidiary of the company

K HCG NCHRI Oncology LLP India 51.00%

L HCG Oncology LLP India 74.00%

M Strand-Triesta Cancer Genomics LLP India 30.00%

N HCG EKO Oncology LLP (incor- porated on May 15, 2015) India 50.50%

O HCG (Mauritius) PVT. LTD. (incorporated on May 22, 2015) Mauritius 100.00%

P Healthcare Global (Africa) PVT. LTD. (incorporated on May 22, 2015) Mauritius 100.00% subsidiary of HCG (Mauritius) PVT. LTD, which is subsidiary of the company Q HealthCare Global (Uganda) Private Limited, subsidiary of HCG (Africa) Uganda 100.00% PVT. LTD, which is subsidiary of the company R HealthCare Global (Kenya) Private Limited, subsidiary of HCG (Africa) PVT. Kenya 100.00%

LTD, which is subsidiary of the company S HealthCare Global (Tanzania) Private Limited, subsidiary of HCG (Africa) Tanzania 100.00% PVT. LTD, which is subsidiary of the company

8.1 Subsidiaries incorporated during the Financial Year

a) HCG (Mauritius) Pvt. Ltd. ("HCG Mauritius"): HCG Mauritius was incorporated on May 22, 2015, under the Companies Act, 2001 of Mauritius, as a private limited company. It has its registered office at St Louis Business Centre, Cnr Desroches and St Louis Streets, Port Louis, Mauritius. HCG Mauritius is authorised to hold companies which are primarily engaged in the business of treating persons with cancer, carrying on research in the field of oncology and providing various services in the field of oncology. HCG (Mauritius) Pvt. Ltd is a Wholly Owned Subsidiary of the Company.

b) HealthCare Global (Africa) Pvt. Ltd ("HCG Africa"): HCG Africa was incorporated on May 22, 2015, under the Companies Act, 2001 of Mauritius, as a private limited company. It has its registered office at St Louis Business Centre, Cnr Desroches and St Louis Streets, Port Louis, Mauritius. HCG Africa is authorised to engage in the business of treating persons with cancer, carrying on research in the field of oncology and providing various services in the field of oncology and hold companies which are engaged in the same business. HCG Mauritius holds 113,002 ordinary shares of USD 1 each aggregating to 100% of the issued and paid up share capital of HCG Africa.

c) HCG EKO Oncology LLP ("HCG EKO LLP"): HCG EKO LLP was incorporated on May 15, 2015, under the LLP Act as a limited liability partnership firm. It has its registered office at HCG Tower, No. 8, P Kalinga Rao Road, Sampangi Rama Nagar, Bengaluru 560 027, Karnataka. HCG EKO LLP is authorised to primarily engage in the business of setting up hospitals at Kolkata with high end linear accelerators, oncology pharmacy and matters incidental and ancillary thereto.

8.2 Disinvestments made by the Company during the Financial Year

a) Shareholding in other Subsidiaries of Africa: The Company has transferred its entire shareholding in HealthCare Global (Uganda) Private Limited ("HCG Uganda"), HealthCare Global (Kenya) Private Limited ("HCG Kenya") and HealthCare Global (Tanzania) Private Limited ("HCG Tanzania") to HealthCare Global (Africa) Pvt. Ltd. Accordingly, HCG Uganda, HCG Kenya and HCG Tanzania have become level two subsidiaries of the Company.

b) Shareholding in HCG TVH Medical Imaging Private Limited ("HCG TVH"): Our Company has entered into a share purchase agreement dated November 23, 2015 with HCG TVH, our erstwhile subsidiary and Anderson Diagnostics Private Limited. Pursuant to the terms of this agreement, our Company has transferred its entire shareholding in HCG TVH aggregating 51.00% of the total paid up equity share capital of HCG TVH to Anderson Diagnostics Private Limited for an aggregate consideration of Rs.510,000. Accordingly, HCG TVH has ceased to be the subsidiary of the Company during the Financial Year.

9. Public deposits

The company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 during the year under review.

10. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Loans/Advances given, Investments made, Guarantees provided, securities extended by the company during the year/previous year covered under Section 186 of the Companies Act, 2013 are as under. The loans and advances were utilized for the furtherance of the objects of these companies and for the operations in the ordinary course of business.

Name of the Company/Entity 2015-16 2014-15

Nagpur Cancer Hospital and Research Institute Private Limited - 22,163,300

HealthCare Global Senthil Multi-Specialty Hospitals Private Limited 553,615 293,072

HCG TVH Medical Imaging Private Limited 135,428 241,602

MIMS HCG Oncology Private Limited 130,832 134,866

HCG Medi-surge Hospitals Private Limited 20,230,932 27,656,963

Malnad Hospital and Institute of Oncology Private Limited 195,054 832,852

Healthcare Global (Kenya) Private Limited 854,699 1,262,000

Healthcare Global (Tanzania) Private Limited 1,866,962 709,371

HCG Pinnacle Oncology Private Limited 33,944,855 62,207

BACC Healthcare Private Limited 733,181 16,204

HCG Foundation - 81,254

HCG (Mauritius) Private Limited 620,444 -

HealthCare Global (Africa) Private Limited 620,444 - Investments made by the company during the year/previous year are as listed below:

Name of the Company/Entity 2015-16 2014-15

HealthCare Diwan Chand Imaging LLP 130,594 3,879,174

APEX HCG Oncology Hospitals LLP 5,112,200 21,525,000

HCG Regency Oncology Healthcare Private Limited 24,499,993 30,400,000

Healthcare Global (Kenya) Private Limited 1,262,000 3,710,850

Healthcare Global (Tanzania) Private Limited - 63,100

Malnad Hospital and Institute of Oncology Private Limited - 2,060,600

HCG (Mauritius) Private Limited 11,155,487 -

HCG Oncology LLP 68,715,301 - Security/Guarantee provided by the company during the year/previous year are as listed below:

Name of the Company/Entity 2015-16 2014-15

HCG Medi-surge Hospitals Private Limited 292,000,000 - Guarantees provided by the company during the year/previous year are as listed below:

Name of the Company/Entity 2015-16 2014-15

BACC Healthcare Private Limited 18,100,000 33,700,000

HCG Pinnacle Oncology Private Limited 10,900,000 -

HCG Oncology LLP 66500000 -

11. Related party transactions

All transactions entered into with the related parties as defined under the Companies Act, 2013, during the financial year were in the ordinary course of business and on an arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC 2 as specifed under Companies Act, 2013, which is annexed herewith as "Annexure 5" and forms part of the report.

12. Initial Public Offer

The Board of Directors of the Company and the Shareholders of the Company on May 29, 2015 and June 15,

2015, respectively, had approved the Initial Public Offer of upto 14,000,000 Equity Shares of Rs. 10 each and Offer For Sale of Equity Shares by certain members of the Company, upto 23,000,000 Equity Shares subject to approval of all regulatory authorities concerned in this regard.

During the year, the company has completed its Initial Public Offering of 29,800,000 equity shares of Rs. 10 each, comprising of Fresh Issue of 11,600,000 equity shares and Offer For Sale of 18,200,000 equity shares at a premium of Rs. 208 per equity share. The total issue size was Rs. 6496.4 million. The shares got listed the National Stock Exchange of India Limited and BSE Limited on March 30, 2016.

The proceeds of the initial public offer are proposed to be utilized for the following purposes:

1. Purchase of medical equipment

2. investment in IT software, services and hardware

3. Pre-payment of debt; and

4. General Corporate Purposes

During the year under review, the company has not deviated in utilizing the proceeds of issue.

13. Share capital

a) Authorized Capital: There is no change in the authorized share capital of the Company during the year. As on the date of this report, the authorized share capital of the Company is Rs. 1,270,000,000 consisting of 127,000,000 equity shares of Rs. 10 each.

b) The Issued, Subscribed and Paid up Capital has increased from Rs. 699,838,080 consisting of 69,983,808 equity shares of Rs. 10 each to Rs. 850,759,860 consisting of 85,075,986 equity shares of Rs. 10 each during the year.

The increase in the Issued, Subscribed and Paid up Capital was on account of the Preferential allotment of shares made by the Company upon conversion of Series C and Series D share warrants which were issued by the Company to Dr. B.S. Ajai Kumar, Promoter; allotment of shares to Dr. M. Gopichand (Pursuant to the Scheme of merger entered into by and between HealthCare Global Enterprises Limited and its subsidiary HealthCare Global Vijay Oncology Private Limited duly approved by the Hon''ble High Court of Karnataka), allotment of shares to employees pursuant to ESOP Scheme 2010 and 2014, apart from the Fresh Issue of shares to the public through IPO.

14. ERP Implementation

Your company is in the advanced stages of the SAP implementation project at all the hospitals/centres across the country. The implementation of ERP will standardize and improve the operational processes, facilitate control mechanisms through sophisticated checks and balances, minimize duplication and reduce costs.

15. Number of meetings of the Board

The meetings of the Board are scheduled at a regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation.

The Board met twelve times in financial year 2015-16 viz., on April 9, 2015, April 10, 2015, May 29, 2015, June 26, 2015, July 13, 2015, July 24, 2015, September 30, 2015, November

6, 2015, February 11, 2016, March 4, 2016, March 12, 2016 and March 28, 2016. The maximum interval between any two meetings did not exceed 120 days.

Detailed information regarding the meetings of the Board and meetings of the committees of Board is included in the report on Corporate Governance which forms a part of Directors'' Report.

16. Declaration by Independent Directors

The company has received and taken on record, the necessary declaration from each of the independent directors under Section 149 of the Companies Act, 2013 that they meet with the criteria of their independence.

17. Extract of Annual Return

The extract of the Annual Return of your Company as on March 31, 2016 as provided under sub-section (3) of Section 92 in the Form MGT 9 is annexed herewith as "Annexure 1".

18. Director''s Responsibility Statement

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (''the Act''), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified).

Pursuant to Section 134 (3) (C) and 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

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

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

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

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

e) the Directors had laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively.

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

19. Appointment of Directors

The Board of Directors of the Company, have appointed Mr. Suresh C. Senapaty, Dr. S.T.Ramesh and Mrs. Bhushani Kumar as Independent Directors with effect from May 29, 2015 for a term of 5 years, eligible for re-appointment for an another term of 5 years. Subsequently, the shareholders have approved the appointment of Mr. Shanker Annaswamy and Mr. Sudhakar Rao, Mr. Suresh C. Senapaty and Dr. S.T.Ramesh as Independent Directors at the Extraordinary General Meeting held on June 15, 2015 and the appointment of Mrs. Bhushani Kumar at the Extraordinary General Meeting held on July 13, 2015. All the Independent Directors of the Company have provided necessary declaration that they meet the independence criteria as laid down under Section 149 of the Companies Act, 2013.

20. Resignation of Directors

Dr. Amit Varma, Non-Executive Director, nominee of Milestone Private Equity Fund, has resigned from Directorship, with effect from May 29, 2015. The Board hereby places on record its appreciation for the contribution made by Dr. Amit Varma during his tenure as Director of the Company.

As per the provisions of the Companies Act, 2013, Mr. Prakash Parthasarathy and Mr. Gangadhara Ganapati, Directors of the Company, retire at the forthcoming annual general meeting. Mr. Prakash Parthasarathy, Non-Executive Director, Nominee of PI Opportunities Fund 1, has not offered himself for re-appointment.

21. Key Management personnel

During the year under report, there is no change in Key Managerial Personnel (KMP) in terms of Section 2(51) & Section 203 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment thereof for the time being in force).

22. Committees of the Board and their constitution

As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formed four Committees viz. Audit and Risk Management Committee, Nomination and Remuneration

Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee.

Keeping in view the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board decides the terms of reference of these Committees and the assignment of members to various committees. The recommendations, if any, of these Committees are submitted to the Board for approval.

(a) Audit and Risk Management Committee

Pursuant to the requirements of Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers), Rules 2014, the company has an Audit and Risk Management Committee and the composition of the committee is as under:

1. Mr. Suresh Chandra Senapaty, Chairman

2. Mr. Sudhakar Rao

3. Mr. Shanker Annaswamy

4. Mr. Rajesh Singhal

5. Dr. B.S. Ajai Kumar

6. Ms. Sunu Manuel - Secretary of the Committee.

The Audit committee was last reconstituted and renamed as the "Audit and Risk Management Committee" by a meeting of the Board of Directors held on May 29, 2015.

(b) Nomination and Remuneration Committee Pursuant to the requirements of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of Board and its Powers), Rules 2014, the Board of Directors have reconstituted the Nomination and Remuneration Committee on May 29, 2015.

The members of the Nomination and Remuneration Committee are:

1. Mr. Shanker Annaswamy, Chairman

2. Dr. Sampath Thattai Ramesh

3. Mr. Prakash Parthasarathy

4. Dr. Jennifer Gek Choo Lee

5. Ms. Sunu Manuel - Secretary of the Committee.

The terms of reference of the committee are in compliance with the Companies Act, 2013. The committee shall be responsible for setting policies regarding director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director, evaluation of board, setting up a succession plan and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013.

(c) Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee was constituted

by our Board of Directors at their meeting held on May 29, 2015. The scope and function of the Stakeholders'' Relationship Committee is in accordance with Section 178 of the Companies Act, 2013.

The members of the Stakeholders'' Relationship Committee are:

1. Mr. Gangadhara Ganapati, Chairman

2. Dr. Jennifer Gek Choo Lee

3. Mr. Rajesh Singhal

4. Dr. B.S. Ajai Kumar

5. Ms. Sunu Manuel - Secretary of the Committee.

(d) Corporate Social Responsibility Committee The Corporate Social Responsibility Committee was constituted by our Board of Directors at their meeting held on May 29, 2015. The terms of reference of the Corporate Social Responsibility Committee of our Company are as per Section 135 of the Companies Act, 2013 and the applicable rules there under.

The members of the Corporate Social Responsibility Committee are:

1. Mr. Sudhakar Rao, Chairman

2. Dr. Sampath Thattai Ramesh

3. Ms. Bhushani Kumar

4. Dr. B.S. Ajai Kumar

5. Ms. Sunu Manuel - Secretary of the Committee.

23. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI (LODR) Regulations 2015, and in line with the Company''s Board Evaluation Policy, peer evaluation of all Board members including the Chairman of the Board, annual performance evaluation of its own performance, as well as the evaluation of the working of the Committees of the Board has been carried out. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

24. Risk Management

Like any other company functioning in the complex set up of healthcare service industry, your Company is exposed to various risks like competition risks, market fluctuation risks, interest rate risks, exchange rate fluctuation risks, technology obsolescence risks, compliance risks, people risks etc. These risks are assessed from time to time by the

Audit and Risk Management committee and steps are taken to mitigate these risks.

At HCG, management has the overall responsibility to design, implement and monitor an effective process and control environment that is aligned to the inherent risk profile of the organization. Management is responsible for the identification, evaluation and management of significant risks. The Company is in the process of adopting a framework to focus on key risks that might impact achievement of business objectives. The framework entails a structured process to identify, assess and monitor the risks and initiate suitable mitigation strategies for effective risk management. The Board monitors exposure to these risks with the assistance of various committees and senior management.

The internal control framework is designed to manage and mitigate the risks faced by the Company. The Company has designed and implemented an entity level control framework, setting the control philosophy and principles which guide the organization policy and operating process framework. The organizational role, responsibility and accountability structures with appropriate performance oversight processes are defined and aligned to provide an enabling environment to the business units and functions to operate as per the design control environment. Review and oversight procedures are designed to monitor effective adherence as per design.

25. Corporate Social Responsibility

The provisions of Corporate Social Responsibility ("CSR") under the Companies Act, 2013 were not applicable to the Company for the financial year 2015-16.

However, your Company has been, over the years, pursuing as a part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the company itself and create an environment of partnership for inclusive development.

Over the years, HCG has also been involved in a number of social initiatives to support the community and bring about a positive change in preventive healthcare, through education and awareness building activities. Its CSR programmes are delivered through HCG Foundation, which is committed to providing health services and subsidized medical care to the socially and economically marginalized sections of society.

Free cancer detection and screening camps, Continuous Medical Education (CMEs) are now a regular feature in HCG''s community outreach program. We believe that organizational growth is impossible without the sharing and pooling of our knowledge and resources. Best practices are disseminated across our facilities through coordinated CMEs, Continuous Nursing Education (CNEs) and seminars. HCG organizes such continuous education programmes every year.

The CSR Committee formed and constituted as reported under the head Board Committees shall:

a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specifed in Schedule VII of the Companies Act, 2013;

b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a), as applicable; and;

c) monitor the Corporate Social Responsibility Policy of the company from time to time.

26. Internal Control system and their adequacy

The internal control system is commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives in effectiveness and efciency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

As part of the Corporate Governance Report, CEO/ CFO certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efcacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an Internal Audit function and the Audit & Risk Management Committee of the Board.

The scope and authority of the Internal Audit Function is derived from the Audit Charter approved by the Audit & Risk Management Committee of the Board. The Internal Audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology.

The Internal Audit function provides assurance to the Board and management that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

Management provides action plans to address the observations noted from the internal audit reviews and action plans are monitored towards resolution under the

supervision and guidance of the Audit and Risk Management Committee.

27. Vigil Mechanism for Directors and employees

Section 177(9) of the Companies Act, 2013, mandates every listed company or such class of companies as may be prescribed to establish a Vigil mechanism for its directors and employees, which shall function as a channel for receiving and redressing of employees'' complaints and shall be operated by the Audit and Risk management committee. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Under this policy, we encourage our employees to report their genuine concern of any conduct that results in violation of the ethical behaviour, or to report any act, if not conducted in a fair, transparent manner thereby compromising professionalism, honesty and integrity (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. No individual in the Company has been denied access to the Audit and Risk Management Committee or its Chairman.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations.

28. Company''s Policy on Appointment and Remuneration of Directors

As on March 31, 2016, the Board consists of 10 members, of which 5 Directors are Independent Directors and 4 are Non- Executive Directors. Dr. B.S. Ajai Kumar, Chairman & CEO is the only Executive Director on the Board.

An appropriate mix of Executive and Independent Directors ensures greater independence of Board. The Company has been following well laid down policy on appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel.

The remuneration of executive directors comprises of fixed remuneration and variable pay, based on performance and adheres to the applicable provisions of the Companies Act, 2013 read with relevant rules as detailed in Corporate Governance Report which forms a part of this report.

The remuneration of Independent Directors comprises of sitting fees which is paid for attending the meetings of the Board and the Committees of the Board in accordance with the provisions of Companies Act, 2013.

The Policy of the Company on the Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013, is available on our website www.hcgel.com. We afirm that the remuneration paid to directors is as per the terms laid out in the nomination and remuneration policy of the Company.

29. Particulars of employees

The disclosure in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, in respect of employees of the company, for the year ended March 31, 2016 is provided as Annexure 4 to this Report.

30. Significant and Material orders

During the period under report, there have been no material or significant orders passed by the Regulators/Courts which would have an impact on the going concern status and operations of the company in future.

31. Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, Bangalore (Registration No. 008072S), the Statutory Auditors of the Company, have been appointed as the Auditors of the Company at the Annual General Meeting held on 30th September 2014 to hold office for a term of 3 years i.e., till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the year 2017.

The provisions of the Companies Act, 2013 require their appointment to be ratifed by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

The company has also received a declaration from M/s. Deloitte Haskins & Sells, Chartered Accountants, Bangalore, to the effect that the ratification, if made, would be within the limits as mentioned in the provision of Section 141 of the Companies Act, 2013 and are eligible to be appointed.

32. Auditors'' Report

There are no qualifications, reservations or adverse remarks made by M/s Deloitte Haskins & Sells, Statutory Auditors in their report for the financial year ended March 31, 2016; and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

33. Material changes and commitments, if any, afecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report:

There are no other material changes afecting the financial position of the company between the end of the financial year to which this financial statements relate and the date of the report.

34. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. V Sreedharan, Partner, M/s V Sreedharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the company for the financial year ended March, 31, 2016. The said Report of the Secretarial Audit in Form MR 3 is annexed herewith as "Annexure 2" and forms part of the report.

There are no qualification, reservations or adverse remarks made by the Secretarial Auditor of the Company, in their Secretarial Audit Report.

35. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its hospital activity is required to be audited. Your Directors had, on the recommendation of the Audit and Risk Management Committee, appointed M/s. M. Thimmarayaswamy & Co., Cost Accountants to audit the cost records of the Company for the Financial Year 2016- 17, at a remuneration of Rs. 1,00,000 and out of pocket expenses, to be reimbursed at actuals. As required under the Companies Act, 2013, the remuneration payable to the cost auditors is required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution seeking ratification by the Members, for the remuneration payable to M/s. M. Thimmarayaswamy & Co., Cost Auditors is included in the notice convening the ensuing Annual General Meeting.

36. Particulars regarding Conservation of energy, Technology absorption and Foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013.

Conservation of energy: The operations of your company are not energy-intensive. However, significant measures are being taken to reduce energy consumption by using energy efcient equipment. The Company has taken initiatives to conserve energy and consume less energy.

Your company constantly evaluates and invests in new technology to make the infrastructure more energy efcient. As the cost of energy consumed by the company forms a very small portion of the total costs, the financial implications of these measures are not material.

Technology absorption: Over the years your company has brought into the country the best and the world class equipments for the treatment of cancer. The company has a dedicated team of technically competent personnel who relentlessly work on technology upgradation and development related fields. Your company also deploys its resources from time to time and imparts necessary training to keep abreast of the continuously changing technology.

HCG, as part of its continuous endeavour to provide better healthcare services, has introduced two major latest technologies at some of the centres, during the period under report.

Robotic Surgery: Da Vinci - Robotic Surgery is an advanced form of minimally invasive or laparoscopic (small incision) surgery, where surgeons use a computer-controlled robot to assist them in certain surgical procedures. In recent years robotic surgery has become a new standard of treatment for many cancers including prostate, gynaecological and abdominal surgery. This facility is installed at Bangalore and Ahmedabad centres.

Tomotherapy Treatment System: The TomoTherapy treatment system uses a patented multi-leaf collimator (MLC) that divides the radiation beam into beamlets, all aimed at the tumor. More beam directions give physicians more control in how they plan treatments—and more assurance that dose will be confined to the tumor, reducing the risk of short- and long-term side effects. This facility is installed at Kalinga Rao Road centre, Bangalore.

Both the Robotic Surgery and Tomotherapy treatment facilities are imported and are fully operational.

Research and Development: R&D of new services, designs, frameworks, processes and methodologies continue to be of importance at the company. This allows your company to increase quality and customer satisfaction through continuous innovation.

Foreign exchange earnings and outgo: The details of Foreign Exchange Earnings and Outgo during the year ended March 31, 2016 vis a vis during the year ended March 31, 2015, is as under:

Particulars For the year ended (Rs.)

March 31, March 31,

2016 2015

Expenditure in Foreign Exchange

Interest 5,014,116 6,977,248

Travel expenses 20,859,873 6,625,416

Repairs and maintenance :Machinery 19,153,402 11,788,000

Professional charges 21,676,217 3,562,075

Business promotion expenses 1,681,885 7,518,659

Total 68,385,493 36,471,398

Imports

Capital Goods 435,057,602 259,240,194

Consumables 17,753,402 9,970,579

Earnings in foreign exchange

Medical service income 356,380,654 310,044,092

37. Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-2016, two complaints were received by the Company relating to sexual harassment; and the Internal Complaints Committee after due consideration disposed of the cases by taking appropriate actions. There were no complaints pending as on March 31, 2016. 38. Green initiative

As a green initiative in corporate governance, Ministry of Corporate afairs have permitted companies to send electronic copies of Annual Report, notices, etc., to the e-mail IDs of shareholders. We are accordingly arranging to send sofit copies of these documents to the e-mail IDs of shareholders available with us.

In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request to the company.

We are also in the process of starting a sustainability initiative with the aim of being carbon neutral and minimize our impact on the environment. Sustainability practices will be implemented and tracked diligently to ensure that we comply with the goals we set for ourselves.

39. Employee stock option schemes

The company has two Employee stock option schemes namely "HCG ESOS 2010" adopted on June 16, 2010 and Employees Stock Option Scheme 2014 (ESOS 2014) adopted in 2014-15. For further details on the scheme refer Annexure 3 of the Director''s report.

40. Corporate Governance

Your Company continues to place greater emphasis on managing its afairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

Your company is in compliance with the requirements of SEBI (LODR) Regulations, 2015. The Report on Corporate Governance in terms of Regulation 34 of the said Regulations forms part of the report.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated by Regulation 34 (3) of SEBI (LODR) Regulations, 2015 is attached to this report.

41. Management Discussion & Analysis

Report on Management Discussion and Analysis in terms of Regulation 34 of SEBI (LODR) Regulations, 2015 forms part of the report.

42. Acknowledgement

We stay committed to partnering for value creation and take this opportunity to thank one and all who have participated in our journey this far. Your Directors desires to place on record, its sincere appreciation to all employees at all levels, who with sustained dedicated efort and hard work, enabled the company to deliver a good all-round performance. Your Directors also wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the various consultants, bankers, shareholders and investors at large and look forward to their continued support. We also take this opportunity to express sincere thanks to the medical fraternity and patients for their continued co-operation, patronage and trust reposed in the company and its health services.

For and on behalf of the Board of Directors

Date: May 26, 2016 Dr. BS Ajaikumar

Place: Bangalore Chairman