DIRECTORS' REPORT

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:

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.

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.

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.

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:

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.

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.

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:

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:

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.

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