Dear Members,
The Directors of Max Healthcare Institute Limited ("Company"
or "MHIL") have immense pleasure in presenting the Board's Report on the
business and operations of the Company along with the audited financial statements for the
Financial Year ("FY") ended March 31, 2026.
Integrated Reporting
The Company continues with its integrated reporting journey in the
current financial year. This is the third year of publication of the Integrated Annual
Report of the Company in line with the framework published by the International Financial
Reporting Standards Foundation (IFRS).
The sustainability information presented in this Integrated Annual
Report has been independently assured by an external assurance provider. Reasonable
assurance has been obtained for the non-financial BRSR Core indicators, while limited
assurance has been obtained for the non-financial BRSR non-core indicators and the
sustainability disclosures included in this Integrated Annual Report, which has been
prepared with reference to the Global Reporting Initiative (GRI) Standards 2021 and other
applicable reporting frameworks. The assurance has been provided by M/s TUV SLID South
Asia Private Limited.
The Integrated Annual Report comprises both financial and non-financial
information to illustrate how different ‘capitals' are deployed to enable the
creation of value, thereby enabling the Members to make well-informed decisions and have a
better understanding of the Company's long-term perspective and value creation for
all the stakeholders.
Overview of Financial Performance and State of Company's Affairs
Financial Highlights
The standalone and consolidated financial results of the Company's
operations are summarised below:
| Particulars |
Standalone |
Consolidated |
|
Financial Year ended |
Financial Year ended |
|
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
| Revenue from operations |
2,87,445 |
2,66,360 |
8,37,345 |
7,02,846 |
| Add: Other Income |
30,195 |
36,654 |
16,262 |
15,564 |
| Total Income |
3,17,640 |
3,03,014 |
8,53,607 |
7,18,410 |
| Less: Total expenditure |
2,05,387 |
1,83,021 |
6,13,062 |
5,17,966 |
| Profit before interest, depreciation and tax |
1,12,253 |
1,19,993 |
2,40,545 |
2,00,444 |
| Less: Finance cost |
3,987 |
4,839 |
23,510 |
16,502 |
| Profit before depreciation and tax |
1,08,266 |
1,15,154 |
2,17,035 |
1,83,942 |
| Less: Depreciation and amortization expense |
14,290 |
13,119 |
44,653 |
35,942 |
| Profit before exceptional item and tax |
93,976 |
1,02,035 |
1,72,382 |
1,48,000 |
| Exceptional item |
1,564 |
7,363 |
4,824 |
7,363 |
| Less: Tax expense |
20,751 |
24,565 |
23,317 |
33,049 |
| Profit for the year |
71,661 |
70,107 |
1,44,241 |
1,07,588 |
| Add: Total other comprehensive loss for the year, net of
taxes |
(170) |
(151) |
(158) |
(455) |
| Total comprehensive income for the year |
71,491 |
69,956 |
1,44,083 |
1,07,133 |
| Earnings per equity share |
|
|
|
|
| Basic ( Rs.) |
7.37 |
7.21 |
14.83 |
11.07 |
| Diluted ( Rs.) |
7.33 |
7.17 |
14.76 |
11.01 |
Note: Previous year figures have been regrouped and reclassified to
conform to the current year classification & presentation.
The standalone, as well as the consolidated financial statements, have
been prepared in accordance with the Indian Accounting Standards ("Ind AS") as
applicable.
Details of the Company's financial performance is also published
on the Company's website and can be accessed at https://www.maxhealthcare.in/financials#financial-statements.
Performance Highlights (Standalone)
The Company's revenue from operations grew by 7.9% to Rs.2,87,445
Lakh in FY 2025-26, compared to Rs.2,66,360 Lakh in FY 2024-25. Revenue from operations
primarily comprises of Rs.2,59,571 Lakh of revenue from healthcare services, Rs.5,237 Lakh
revenue from operation and management service fees and Rs.15,737 Lakh revenue from the
sale of pharmaceutical supplies. Other income stood at Rs.30,195 Lakh in FY 2025-26
compared to Rs.36,654 Lakh in the previous year. The decline is mainly due to lower
dividend received from wholly owned subsidiaries.
During FY 2025-26, the aggregate of material costs, employee expenses,
professional fees for doctors, hospital services, sales and marketing, power and fuel and
other overheads - stood at 71.5% of revenue from operations, as compared to 68.7% in FY
2024-25. The increase in expenditure as a percentage of revenue is primarily attributable
to the material costs which is up due to 45% increase in revenue from sale of drugs and
pharmaceuticals supplies which typically carry lower margins. Additionally, professional
and consultancy expenses also rose as a percentage of revenue, reflecting the
Company's proactive strategy to attract and retain clinical talent in anticipation of
future growth and capacity expansion. Collectively, these factors contributed to a
270-basis point increase in direct costs and overheads during FY 2025-26.
PBITDA (excluding Other Income) for FY 2025-26 stood at Rs.82,058 Lakh
(28.5% of revenue from operations) as against Rs.83,339 Lakh (31.3% of revenue from
operations) in FY 2024-25. The moderation in margins reflects the higher proportion of
lower-margin pharmaceutical sales and increased investments in clinical talent and
operating infrastructure to support future growth.
Profit before exceptional item & tax for FY 2025-26 was Rs.93,976
Lakh, compared to Rs.1,02,035 Lakh in FY 2024-25, representing a decline of 7.9%. The year
was impacted by a one-time exceptional charge of Rs.1,564 Lakh relating to the revision of
retiral benefit liabilities following the notification of The Code on Wages, 2019 on
November 21, 2025.
Profit After Tax stood at Rs.71,661 Lakh, compared to Rs.70,107 Lakh in
the previous year reflecting a growth of 2.2% year on year.
State of Company's Affairs
The Company continued to scale new heights and has successfully laid a
strong foundation for all-round growth in the future. Its network presently consists of 21
(twenty-one) healthcare facilities, including 10 (ten) hospitals and 3 (three) medical
centres in the Delhi and NCR region. The remaining 7 (seven) hospitals are located in
Mumbai and Nagpur in Maharashtra, Mohali and Bathinda in Punjab, Dehradun in Uttarakhand,
Lucknow in Uttar Pradesh, Bhubaneswar in Odisha and 1 (one) medical centre in Mohali. In
addition to its core hospital business, the network also includes two strategic business
units (SBUs) - MaxiAHome and Max Lab. MaxiAHome is a platform that provides health and
wellness services at home, while Max Lab offers diagnostic services to patients outside of
its network hospitals. During FY 2025-26, the Company divested 2 (two) of its hospitals
located at Chitta and Anoopshahr pursuant to a strategic portfolio review.
The Company, together with its subsidiaries, has further strengthened
its international footprint and currently operates Patient Assistance Centres
("PACs") across 7 (seven) countries, namely Kenya (Nairobi), United Arab
Emirates (Dubai), Oman (Muscat), Myanmar (Yangon), Uzbekistan (Tashkent), Nepal
(Kathmandu) and Bangladesh (Dhaka). In addition, the Company maintains an indirect
presence in 5 (five) countries through 5 (five) partner offices. After closure of FY
2025-26, the Company expanded its presence in East Africa with the establishment of a new
office in Tanzania (Dar es Salaam). The Dubai office, having completed over four years of
operations, has established a strong presence in the UAE market. The international offices
continue to engage with local medical tourism facilitators, insurance companies,
institutional payors such as government bodies and hospitals, and individual clinicians to
coordinate the treatment of patients requiring complex and life-saving medical care at the
Network Hospitals in India. The Company has also taken steps to establish PACs by way of
an exclusive arrangement with a third-party. These initiatives are expected to further
strengthen the Company's position as a preferred destination for international
patients seeking advanced healthcare services.
The Company continues to maintain a strategic focus on organ
transplants and other complex surgical procedures across its Network Hospitals. It
provides medical, operational and management services spanning secondary and tertiary care
specialties, with key areas of focus including Oncology, Neurosciences, Cardiac Sciences,
Orthopaedics, Renal Sciences, and Liver and Biliary Sciences. During FY 2025-26, the
Company further strengthened its robotic surgery programmes across various Network
Hospitals and successfully performed "8,600 robotic-assisted procedures, underscoring
its commitment to advanced clinical care and surgical excellence.
In addition to its healthcare operations, the Company also generates
revenue from pathology, radiology, radiation oncology and other allied clinical services.
These services are offered through fee-for-service and/or revenue-sharing arrangements in
selected specialties and departments, in collaboration with third-party service providers
and Partner Healthcare Facilities.
The Company has undertaken several initiatives to enhance patient
satisfaction, quality of care and clinical outcomes, in line with its vision of being the
most trusted and respected healthcare provider in India. During FY 2025-26, the Company
strengthened its technological capabilities through the induction of advanced medical
equipment across its Network Hospitals, including Digital PET-CT systems, robotic
platforms for orthopaedics, oncology and general surgery, MRI and CT scanners, Navigation
Systems with O-Arm, LINAC machines with Surface Guided Radiation Therapy (SGRT), Biplane
Cathlabs, intraoperative robotic ultrasound systems and foetal ultrasound equipment for
gynaecology, among others. These investments are aimed at supporting superior clinical
outcomes and expanding access to advanced treatment modalities. The Company and its
Partner Healthcare Facilities continue to uphold internationally benchmarked standards of
quality, patient safety and clinical excellence through robust governance mechanisms and
accreditation-driven practices. 18 (eighteen) of these healthcare facilities are
accredited by the National Accreditation Board for Hospitals & Healthcare Providers
(NABH), while 4 (four) facilities have also received the prestigious Joint Commission
International (JCI) accreditation.
The organisation remains committed to delivering accessible and
high-quality healthcare through sustained investments in medical excellence, clinical
talent, workforce capability, digital transformation and process optimisation. Advanced
clinical governance frameworks, evidence-based protocols and technology-enabled monitoring
systems have been deployed across the network to enhance reliability, standardisation and
continuity of care.
Aculture of safety, transparency and continuous improvement is fostered
through regular training programmes, adherence to best practices and continuous monitoring
of patient outcomes. Patient feedback mechanisms, clinical outcome assessments and digital
health initiatives are actively leveraged to strengthen care delivery and enhance the
overall patient experience. The Company also remains committed to employee well-being,
environmental stewardship and the highest standards of ethical business conduct.
The Company primarily operates in a single reportable business segment,
namely‘Medical and Healthcare Services', encompassing primary care clinics,
secondary care hospitals and medical centres, and tertiary care facilities.
A detailed discussion on the operations of the Company (on a
consolidated basis) for FY 2025-26 is given in the Management Discussion and Analysis
Report which forms part of this Integrated Annual Report.
Dividend
Based on the Group's improved performance and strong cash flows
and in line with the Dividend Distribution Policy of the Company, the Board of Directors
("Board") has recommended a final dividend of Rs.2 per equity share of the face
value of Rs.10/- each for FY 2025-26 which translates to 20% of the face value. The
dividend is subject to the approval of the Members at the forthcoming 25th Annual General
Meeting ("AGM") of the Company. The record date for the purpose of payment of
the final dividend for FY 2025-26 has been fixed as July 3, 2026.
The dividend, if approved by the Members at the forthcoming 25th AGM,
will be paid within 30 days from the conclusion of the said AGM to the Members, whose
names appear in the register of Members/ beneficial owners as on the record date. The
dividend shall be paid after deduction of tax at source, as applicable.
The Company has complied with the guidelines specified under the
Company's Dividend Distribution Policy formulated in terms of the provisions of
Regulation 43A oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). The said policy is available on the
Company's website and can be accessed at https://www.maxhealthcare.in/investors/
corporateqovernance/policies-and-other-documents.
Unpaid/Unclaimed Dividend
Pursuant to the applicable provisions of the Companies Act, 2013
("Act"), read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all unpaid or unclaimed
dividends are required to be transferred by the Company to Investor Education and
Protection Fund ("IEPF") established by the Government of India, after the
completion of 7 (seven) years from the date of transfer to the Unpaid Dividend Account.
The Company had declared dividends for FY 2022-23, FY 2023-24 and FY
2024-25 on September 27, 2023, September 20, 2024 and July 30, 2025, respectively. Since a
period of 7 (seven) years has not yet elapsed from the date of transfer of any of the
dividend amounts to the respective Unpaid Dividend Accounts, the provisions relating to
the transfer of unpaid/unclaimed dividends to the IEPF are currently not applicable.
Details of shares in respect of which dividend has not been claimed, is
available on website of the Company at https://www.maxhealthcare.in/investors/dividends.
The Members are encouraged to verify their records and claim their dividends of all the
previous year(s), if not claimed.
Particulars of Loans, Guarantees and Investments
In compliance with the provisions of the Act and SEBI Listing
Regulations, the Company extends financial assistance to its subsidiaries, silos and
Partner Healthcare Facilities in the form of investments, loans, security deposits,
guarantee etc., from time to time, in order to meet their business requirements. Further,
neither the Company nor any of its subsidiaries has extended any financial assistance to
the promoter or promoter group entities that has been written off during the last 3
(three) years.
Particulars of loans, guarantees, investments etc., as required under
Section 186 of the Act and Schedule V of the SEBI Listing Regulations, are provided in
Note 35.20 of the audited standalone financial statements of the Company, which forms part
of this Integrated Annual Report.
Significant Events Augmentation of Bed capacity:
Commissioning of Brownfield Expansion Tower at Max Super Speciality
Hospital, Mohali
The Company has fully commissioned and operationalised the Brownfield
Expansion Tower at Max Super Speciality Hospital, Mohali. The new tower has been developed
to enhance the hospital's infrastructure and strengthen its capacity to cater to the
growing healthcare needs of the region.
The expansion comprises an 11-floor building, including three basement
levels, ground floor and eight upper floors, with a built-up area of ~3.2 Lakh square
feet. The Brownfield Expansion Tower adds 160 beds to the existing hospital capacity of
220 beds, representing an increase of ~73% in bed capacity.
Commissioning of Brownfield Expansion Tower (Phase-I) at Nanavati-Max
Super Speciality Hospital, Mumbai
The new tower at Nanavati-Max Super Speciality Hospital, Mumbai, has
been substantially commissioned, marking a significant milestone in the hospital's
expansion journey. Designed with contemporary architecture and state-of-the-art
infrastructure, the facility offers enhanced patient care capabilities and efficient
spatial planning for patients, caregivers, and clinical teams. The tower comprises 15
floors, including three basement levels, with a total built- up area of "7.5 Lakh
square feet.
The 280-bed brownfield expansion tower increases the hospital's
existing bed capacity by over 80%. The hospital has received Occupancy Certificate (OC) up
to 10th floor and commenced the services from the new tower since December 2025. Further,
on-ground construction activities for Phase II of the expansion project, comprising an
additional 271 beds, are scheduled to commence in FY 2026-27, reinforcing the
hospital's long-term growth and capacity augmentation plans.
Commissioning of Brownfield Tower at Max Smart Super Specialty
Hospital, Saket, New Delhi
Max Smart Super Specialty Hospital, a Partner Healthcare Facility, has
partially commissioned its brownfield expansion tower, designed to provide a
patient-centric environment supported by modern aesthetics and premium healthcare
infrastructure. Following the receipt of the Occupancy Certificate, the hospital commenced
patient services from the new facility in April 2026.
The 400-bed tower comprises seven floors, including one basement level,
a ground floor, and five upper floors, with a total built-up area of ~5 Lakh square feet.
To date, 156 beds have been handed over for operations, with the balance capacity expected
to be commissioned and operationalised in due course.
Augmentation of Brownfield capacity at Max Super Speciality Hospital,
Dwarka
The Company entered into a Services Agreement with Muthoot Hospitals
Private Limited ("MHPL") on January 20, 2022, for providing operations and
management support services for a 303-bed hospital in Dwarka, Delhi NCR. Since commencing
operations on July 2, 2024, the hospital has demonstrated a strong ramp-up in occupancy
and clinical activity. Equipped with advanced medical infrastructure, including
state-of-the-art imaging systems and surgical robots, the facility has further
strengthened the Company's presence in the Delhi NCR region.
Further, on February 5, 2026, the Board approved an amendment to the
Services Agreement to extend the existing arrangement to ~260 additional beds proposed to
be developed by MHPL at the same site.
Augmentation of bed capacity at Max Super Speciality Hospital, Nagpur
The Board of the Company, at its meeting held on May 20, 2025, approved
the expansion of bed capacity of Max Super Speciality Hospital, Nagpur ("MSSH
Nagpur") by adding ~100 beds to the existing bed capacity of 200 beds by means of
constructing two additional floors over the existing building. MSSH Nagpur is run and
operated by Alexis Multi-Speciality Hospital Private Limited, a wholly-owned subsidiary of
the Company. The proposed capacity will be added in next 2-3 years.
Growth Initiatives:
Acquisition of one acre land parcel situated at Ghaziabad in Uttar
Pradesh
Crosslay Remedies Limited, a wholly-owned subsidiary of the Company,
executed a Sale Deed on May 16,2025 forthe acquisition of a 4,000 square metre land
parcel, along with the structure thereon, located adjacent to Max Super Speciality
Hospital, Vaishali ("MSSH, Vaishali"), for a consideration of ~ Rs.120 Crore
(excluding stamp duty and registration charges). This strategic acquisition is expected to
facilitate the addition of ~200 beds at MSSH, Vaishali over the next 2-3 years,
significantly enhancing CRL's capacity and strengthening its ability to cater to the
growing healthcare needs of the region.
Establishing a new 130 bedded built-to-suit hospital at Dehradun,
Uttarakhand
The Company entered into a long-term lease arrangement with Goyal Agrim
Infra Realty LLP for establishing a 130-bedded hospital facility in Dehradun, Uttarakhand,
closer to its existing 223-bedded hospital being operated by the Company since 2012. This
initiative is aligned with the Company's asset-light expansion strategy and
represents a built-to-suit opportunity in a market where the Company enjoys strong brand
recognition and patient trust.
The Company shall provide a milestone linked deposit, bear cost of
stamp duty and incur cost toward Bio-medical equipment, furniture, etc., which may range
between Rs.170-200 Crore. The proposed construction of hospital premises by the lessor is
expected to be completed by 2028.
Establishing a "450 bedded super speciality hospital in Pune
Pursuant to the approval of the Board at its meeting held on December
18, 2025, the Company executed a Share Purchase Agreement ("SPA") for the
acquisition of a 100% equity stake in Yerawada Properties Private Limited
("YPPL"), Pune, Maharashtra, in a phased manner. The acquisition is subject to
and shall be completed upon receipt of the Occupancy Certificate for the hospital building
proposed to be developed on the land owned by YPPL.
The Company plans to develop a state-of-the-art, ~450-bed super
speciality hospital on the said land at an estimated project cost of ~ Rs.1,020 Crore,
including the consideration for acquisition of YPPL shares, construction costs, medical
equipment, stamp duty, registration charges, and other related expenditures. The hospital
is expected to be commissioned within the next 4 (four) years.
This strategic investment will further strengthen the Company's
presence in Maharashtra and facilitate its entry into one of India's most attractive
healthcare markets, thereby supporting its long-term growth and expansion objectives.
Construction of Phase-I of Max Super Speciality Hospital, Shaheed Path,
Lucknow
The Board, at its meeting held on May 21, 2026, approved the
construction of Phase-I of Max Super Specialty Hospital on the 5-acre land parcel owned by
the Company located at Shaheed Path, Lucknow, with a capacity to accommodate ~712 census
beds.
Total construction & equipment cost for Phase-I is expected to be
,v Rs.1,400 Crore which shall result into blended cost per bed of ~ Rs.1.97 Crore
(Excluding cost of land).
Existing network hospital at Lucknow had been operating at peak
occupancy and the additional bed capacity will cater to the healthcare needs of
communities residing in and around Lucknow in State of Uttar Pradesh.
Acquisition of controlling stake in 250 bedded Kalinga Hospital Ltd,
Bhubaneswar, Odisha
On May 18, 2026, the Company acquired ~58.28% equity stake in Kalinga
Hospital Ltd which owns and operates a 250-bedded multi-speciality hospital under the
brand name ‘Kalinga Hospital' at Bhubaneswar, Odisha.
The acquisition marks the Company's entry into the Eastern India
healthcare market and strengthens its network by adding a well-established hospital in a
strategically important region, thereby expanding the Company's geographical
footprint.
The acquisition of controlling stake for an aggregate consideration of
Rs.297.97 Crore was funded through an External Commercial Borrowing (ECB) facility availed
from Standard Chartered Bank.
Other Events:
Investments made in Power Producing Companies
Pursuant to the approval of the Renewable Energy Investment Committee
at its meeting held on July 1, 2025, the Company acquired the equity shares of Yogindera
Powers Limited ("YPL"). The investment is intended to enable Max Super
Speciality Hospital, Saket (West) and Max Super Speciality Hospital, Shalimar Bagh to
procure captive green power, thereby driving cost efficiencies and supporting the
Company's Environmental, Social and Governance (ESG) objectives through a reduced
carbon footprint. As on March 31,2026, the Company held 8,66,945 equity shares of Rs.10
each of YPL, representing 16.64% of its issued equity share capital.
Further, Starlit Medical Centre Private Limited, a step-down wholly
owned subsidiary of the Company, acquired 15,75,000 equity shares of Rs.10 each of
Isharays Energy Two Private Limited, a solar power company based in Jhansi, Uttar Pradesh,
and entered into a long-term power purchase agreement for procurement of solar power. The
arrangement is expected to reduce the Company's carbon footprint while optimizing
energy costs.
In addition, Crosslay Remedies Limited, a wholly owned subsidiary of
the Company, subscribed to 12,556 equity shares of Rs.10 each of SunsureSolarpark Nine
Private Limited, a solar power company based in Chitrakoot, Uttar Pradesh, and entered
into a long-term power purchase agreement for procurement of solar power. The initiative
is expected to secure access to renewable energy, improve energy cost efficiencies and
support the Company's sustainability and decarbonization objectives.
Divestment of hospitals located at Chitta and Anoopshahr
During FY 2025-26, the Board of Crosslay Remedies Limited (CRL)
(formerly Jaypee Healthcare Limited), a wholly-owned subsidiary of the Company, approved
the divestment of its hospitals located at Chitta and Anoopshahr pursuant to a strategic
portfolio review.
Anoopshahr Hospital was non-operational and required significant
capital expenditure with no viable business case for revival, while Chitta Hospital had
been incurring continued operational losses and faced infrastructure, manpower and cost
challenges, including projected losses of ~ Rs.10 Crore. Considering these factors and
associated operational risks, CRL divested both hospitals for an aggregate consideration
of ~ Rs.40 Crore, to enable focused allocation of resources to higher priority assets.
Merger and Amalgamation
Approval of Merger of Crosslay Remedies Limited and Jaypee Healthcare
Limited, Wholly-Owned Subsidiaries of the Company
The Board of Crosslay Remedies Limited ("Crosslay" or
"Transferor") and Jaypee Healthcare Limited ("JHL" or
"Transferee"), wholly owned subsidiaries of the Company, at their respective
meetings held on March 21, 2025, had approved the scheme of amalgamation under the
provisions of Sections 230 to 232 of the Act and relevant rules made thereunder. The
objective of the scheme was to integrate the businesses in order to create a financially
efficient entity with enhanced strengths, unify the management structure for improved
governance, achieve economies of scale, reduce overheads, optimise asset utilisation and
minimise legal and regulatory compliances.
The Hon'ble National Company Law Tribunal, Chandigarh Bench, vide
its Order dated November 7, 2025, approved the said Scheme of amalgamation with an
appointed date of October 5, 2024. The merger has become effective from December 15, 2025.
Post-merger, the name of merged entity has been changed to Crosslay Remedies Limited
w.e.f. January 17, 2026.
Share Capital Authorised Capital
During FY 2025-26, there was no change in the authorised share capital
of the Company. As on March 31, 2026, the authorised share capital stood at
Rs.13,85,00,00,000/- divided into 1,26,00,00,000 ordinary equity shares with a nominal
value of Rs.10 each and 12,50,00,000 cumulative preference shares with a nominal value of
Rs.10 each.
Issued, Subscribed and Paid-up Capital
During FY 2025-26, 8,98,610 equity shares were allotted to eligible
employees upon exercise of options granted under the Max Healthcare Institute Limited -
Employee Stock Option Scheme 2022 ("ESOP Scheme - 2022") and 94,378 equity
shares were allotted to eligible employees upon exercise of options granted under the Max
Healthcare Institute Limited - Employee Stock Option Scheme 2020 ("ESOP Scheme -
2020").
Subsequent to the aforesaid allotment, the issued, subscribed and
paid-up equity share capital of the Company as on March 31, 2026 was Rs.9,73,13,50,410/-
comprising of 97,31,35,041 equity shares of face value of Rs.10/- each fully paid-up.
After March 31, 2026 till date of this report, 1,08,748 equity shares
of face value of Rs. 10/- each fully paid-up, have been allotted to eligible employees
upon exercise of options granted to them under the ESOP Scheme - 2022.
Subsequent to the aforesaid allotment, the issued, subscribed and
paid-up equity share capital of the Company as on date of this report is
Rs.9,73,24,37,890/- comprising of 97,32,43,789 equity shares of face value of Rs.10/- each
fully paid-up.
Employees Stock Option Schemes
The Company grants share-based benefits to eligible employees to
attract and retain talent, align individual performance with the Company's objectives
and promote increased participation in the Company's growth. The Company, currently
has two active Employee Stock Option Schemes viz., ESOP Scheme - 2022 and ESOP Scheme -
2020.
ESOP Scheme - 2022
Pursuant to approvals accorded by the Board and Members of the Company
on August 31, 2022 and September 26, 2022, respectively, the ESOP Scheme - 2022 was
introduced to issue and allot equity shares to eligible employees. Subsequently, the
Company received in-principle approval from stock exchanges i.e., National Stock Exchange
of India Limited ("NSE") and BSE Limited ("BSE") on October 11, 2022
for listing of equity shares under the ESOP Scheme - 2022.
The total number of stock options that can be granted pursuant to the
ESOP Scheme - 2022 stand at 1,06,65,978. Each stock option represents the right to apply
for one equity share of the Company having a face value of Rs.10/- each.
ESOP Scheme - 2020
Pursuant to approvals granted by the Board and Members of the Company
on September 1, 2020 and September 29,2020, respectively, the ESOP Scheme - 2020 was
introduced to issue and allot equity shares to eligible employees. Subsequently, the
Company received in-principle approval from the stock exchanges i.e., NSE and BSE on
January 28, 2021 and January 15, 2021, respectively, for the listing of equity shares
under the ESOP Scheme - 2020.
The total number of stock options that can be granted pursuant to the
ESOP Scheme - 2020 is 66,45,150 options. Each stock option represents the right to apply
for one equity share of the Company having face value of Rs.10 each.
The Company has, from time to time, obtained the necessary approvals
from the stock exchanges, i.e., NSE and BSE, for the listing of equity shares allotted
pursuant to the ESOP Scheme - 2022 & ESOP Scheme - 2020.
Both ESOP Scheme - 2022 and ESOP Scheme - 2020 are in compliance with
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations 2021") and no amendments have been made to either scheme during FY
2025-26.
The Company has obtained certificate(s) from its Secretarial Auditors
confirming that ESOP Scheme - 2022 and ESOP Scheme - 2020 have been implemented in
accordance with the SEBI SBEB Regulations 2021 and the resolution(s) passed by the Members
of the Company. The said certificate will be made available for inspection by the Members
at the Company's registered office and through electronic mode during business hours
and during AGM.
A statement containing relevant disclosures for ESOP Scheme - 2022 and
ESOP Scheme - 2020 pursuant to Regulation 14 of the SEBISBEB Regulations, 2021 is
available on the Company's website at https://www.maxhealthcare.
in/investors/corporateqovernance/qeneral-meetinqs-and- postal-ballot.
Subsidiaries, Joint Ventures and Associates Subsidiaries
As on March 31,2026, the Company has 10 (ten) subsidiaries, including 1
(one) step-down subsidiary. Further, the group also include 3 (three) silos as per
applicable accounting standards which represent deemed separate entities controlled by the
Group. During FY 2025-26, the following subsidiaries of the Company ceased to exist:
• ET Planners Private Limited stand dissolved w.e.f. March 25,
2026, pursuant to order passed by Hon'ble NCLT, under Section 59(8) of the Insolvency
and Bankruptcy Code (IBC); and
• Crosslay (consequent to its merger with JHL with effect from
December 15, 2025, pursuant to the Order of the Hon'ble NCLT)
Further, Kalinga Hospital Ltd ("KHL"), became a subsidiary of
Company after closure of FY 2025-26, consequent to acquisition of "58.28% equity
stake in KHL on May 18, 2026 by the Company. In addition, MHC Global Healthcare (Nigeria)
Limited, wholly-owned subsidiary of the Company, is currently under the process of
voluntary liquidation.
The Board regularly reviews the operations and affairs of the
subsidiaries and all the material transactions undertaken by them.
In accordance with Section 129(3) of the Act, the Company has prepared
the consolidated financial statements, which form part of this Integrated Annual Report.
Further, a statement containing the salient features of the financial statements of the
subsidiaries in the prescribed format AOC-1 forms part of this Integrated Annual Report.
The contribution of subsidiaries to the overall performance of the Company is outlined in
Note No. 34.16 of the audited consolidated financial statements which also form part of
this Integrated Annual Report.
In accordance with Section 136 of the Act, the audited financial
statements, including consolidated financial statements and related information of the
Company and audited financial statements of its subsidiaries, are available on the
Company's website at https://www.maxhealthcare.
in/financials#subsidiary-financial-statements and can be inspected at the
Company's registered office or through electronic mode. Physical copies of these
statements can also be made available to the Members upon request.
In terms of the SEBI Listing Regulations, the Company has a policy in
place for determining "material subsidiary". This policy is available on the
Company's website at https:// www.maxhealthcare.in/investors/corporateqovernance/
policies-and-other-documents. In terms of Regulation 16(1) (c) of the SEBI Listing
Regulations, ‘Material Subsidiary' shall mean a subsidiary, whose turnover or
net worth exceeds 10% (ten percent) of the consolidated turnover or net worth,
respectively, of the Company and its subsidiaries in the immediately preceding accounting
year.
Further, in terms of Regulation 24(1) of the SEBI Listing Regulations,
at least one Independent Director on the Board of the Company shall be a Director on the
Board of an unlisted material subsidiary, i.e., a subsidiary, whose turnover or net worth
exceeds 20% (twenty percent) of the consolidated turnover or net worth respectively, of
the Company and its subsidiaries in the immediately preceding accounting year.
During FY 2025-26, Crosslay Remedies Limited, a wholly-owned
subsidiary, was identified as a material unlisted subsidiary of the Company. Further,
pursuant to the NCLT-approved Scheme of Amalgamation dated November 7, 2025, Crosslay
Remedies Limited was amalgamated with Jaypee Healthcare Limited with effect from December
15, 2025, and dissolved without winding up and the business of the Crosslay Remedies
Limited has been amalgamated with Jaypee Healthcare Limited.
Subsequently, the Board of the Company identified Jaypee Healthcare
Limited (renamed as Crosslay Remedies Limited with effect from January 17, 2026) as a
material subsidiary for remaining part of FY 2025-26.
Further, no subsidiary of the Company met the criteria prescribed under
Regulation 24(1) of the SEBI Listing Regulations.
Joint Ventures and Associates
The Company does not have any Joint Venture and/or Associate company.
International presence
The Company continues to operate PACs, both directly and indirectly,
across international markets to facilitate access to its network hospitals in India for
patients seeking tertiary and specialised medical care.
During FY 2025-26, the PAC network contributed significantly to patient
volumes and revenues from medical value travellers from countries including Kenya, the
UAE, Oman, Myanmar, Nepal, Bangladesh and Uzbekistan. The PAC operations in these
countries are expected to further enhance the Company's international outreach and
support future growth in overseas patient volumes.
Board and its Committees
The Company has a strong and diverse Board which has oversight of the
Company's management and governance. The individual Members of the Board bring a wide
range of skills, knowledge, experience and perspectives. Board- level diversity enhances
the effectiveness and efficiency of decision making and enables seamless navigation
through complex transactions and strategies. The Board is supported by specialised
Board-level committees, which operate within defined terms of reference. This allows the
Board to concentrate on critical matters while enabling deep dives into areas like risk
management, information technology, medical excellence, environment, social, governance,
sustainability, stakeholder management, financials and internal control aspects.
Meetings of the Board
Regular meetings of the Board and its Committees are held to review
Company's performance, discuss and decide on various business policies, strategies,
financial matters and other businesses. The schedule of Board/ Committee meetings to be
held in the forthcoming FY is circulated to the Directors in advance to enable them to
plan their schedules for effective participation in the meetings. Due to business
exigencies, the Board & its Committees consider and approve proposals through
resolution by circulation from time to time.
During FY 2025-26, the Board met 6 (six) times on May 20, 2025, August
13, 2025, November 14, 2025, December 18, 2025, February 5,2026 and March 18,2026. The
intervening gap between the two consecutive Board meetings was within the period
prescribed under the provisions of Section 173 of the Act and Regulation 17 of the SEBI
Listing Regulations. The details of the composition, meeting and the attendance of each
Director are mentioned in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
Committees of the Board
As required under the Act and SEBI Listing Regulations, the Board has
constituted various statutory and non-statutory committees to review specific business
operations and governance matters. As on March 31, 2026, the Company had the following
committees of the Board.
Statutory Committees:
1. Audit Committee
2. Risk Management Committee
3. Nomination and Remuneration Committee
4. Stakeholders Relationship Committee
5. Corporate Social Responsibility Committee
Non-Statutory Committees:
1. ESG and Sustainability Committee
2. Debenture Committee
3. IT Strategy Committee
4. Renewable Energy Investment Committee
During FY 2025-26, all the recommendations made by Committees of the
Board, including the Audit Committee, were accepted by the Board.
Details of composition, terms of reference and number of meetings held
for respective Committees are mentioned in the Corporate Governance Report, which forms
part of this Integrated Annual Report.
Directors and Key Managerial Personnel Directors
As on March 31, 2026, the Company's Board comprised 8 (eight)
Directors, including 1 (one) Executive Director, 2 (two) Non-Executive Directors and 5
(five) Independent Directors including 1 (one) Independent Woman Director. The details of
the Directors composition ofvarious committees ofthe Board and other details are provided
in Corporate Governance Report, which forms part of this Integrated Annual Report.
Re-appointment and Director Liable to Retire by Rotation
• Mr Narayan K. Seshadri
The Board of the Company, at its meeting held on April 8, 2026, based
on the recommendation of the Nomination and Remuneration Committee ("NRC"), the
positive outcome of the performance evaluation and contributions during the the first term
of Mr Narayan K. Seshadri (DIN: 00053563) as a Non-Executive Director, approved and
recommended his re-appointment as a Non-Executive Director for a second term of 3 (three)
years, effective from May 16, 2026 to May 15, 2029.
Subsequently, on May 11, 2026, the Members approved the re-appointment
of Mr Narayan K. Seshadri vide Ordinary Resolution passed through postal ballot, details
whereof have been provided as a part of the Corporate Governance Report.
• Mr Anil Kumar Bhatnagar
The Board, at its meeting held on May 21, 2026, based on the
recommendation of the NRC and after considering Mr Anil Kumar Bhatnagar's extensive
professional experience, expertise in the field of law, guidance to the Board and the
positive outcome of his performance evaluation, approved and recommended the proposals for
the approval of the Members for:
(i) his re-appointment as a Director liable to retire by rotation in
accordance with Section 152 ofthe Act read with Regulation 17(1A) of the SEBI Listing
Regulations;
(ii) his re-appointment as a Non-Executive Director
for a second term of 3 (three) years with effect from October 1, 2026
to September 30, 2029 and his continuation as a Non-Executive Director beyond the age of
75 years.
The Board is of the view that Mr Bhatnagar's re-appointment and
continuation on the Board would be in the best interest of the Company and its Members,
having regard to his overall contribution to the Board's deliberations and the
Company's governance during his first term as a Non-Executive Director. The relevant
Special Resolutions, together with the explanatory statement setting out the requisite
details, form part of the Notice convening the 25th AGM.
In the opinion of the Board, all the Directors, possess the requisite
qualifications, experience, expertise, proficiency and uphold high standards of integrity.
Brief details, nature of expertise, disclosure of relationships between
Directors, inter-se, details of directorships and committee Memberships held in other
companies by the Directors proposed to be re-appointed, along with their shareholding in
the Company, as stipulated under Secretarial Standard - 2 and Regulation 36 of the SEBI
Listing Regulations, forms part of Notice convening the 25th AGM.
Lead Independent Director
Mr Pranav Amin, Independent Director, Chairman of the NRC and
Stakeholders Relationship Committee and a Member of the Risk Management Committee, was
designated as Lead Independent Director of the Company with effect from September 26,
2024. The Roles and Responsibility of Lead Independent Director are available on the
website of the Company viz., https://www.maxhealthcare.in/investors/
corporateqovernance/board-of-directors.
Familiarisation Programme
Pursuant to Regulation 25 of the SEBI Listing Regulations, the Company
familiarises its Directors with their roles, rights and responsibilities, as well as with
the Company's business and operations, both at the time of their induction and on a
regular basis. Moreover, Directors are frequently updated, inter-alia, on Business
strategies and performance, management structure and key initiatives of the businesses at
each Board Meeting and the same is elaborated in the Corporate Governance Report, which
forms part of this Integrated Annual Report.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51) and 203 of the Act, the
following were the Key Managerial Personnel ("KMP") of the Company as on March
31, 2026:
1. Mr Abhay Soi, Chairman and Managing Director
2. Mr Yogesh Kumar Sareen, Group Director & Chief Financial Officer
3. Mr Dhiraj Aroraa, EVP-Company Secretary and Compliance Officer
During the FY 2025-26, there was no change in the KMP of the Company.
Declaration by Independent Directors
Independent Directors have submitted their declaration of independence,
stating that:
(i) they continue to fulfil the criteria of independence as required
pursuant to Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations;
(ii) they have confirmed that they were not aware of any circumstances
or situations which exist or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties in terms of Regulation 25(8) of the SEBI Listing
Regulations with an objective independent judgement and without any external influence and
that they are independent of the Management;
(iii) they were not debarred from holding the office of Director
pursuant to any SEBI order or order of any such authority; and
(iv) there had been no change in the circumstances affecting their
status as Independent Directors of the Company.
All Independent Directors have affirmed compliance with the Code of
Conduct prescribed under Schedule IV to the Act. The Board is of the opinion that all the
Independent Directors are persons of integrity and possess relevant expertise and
experience. They have further confirmed compliance with the Company's Code of Conduct
and registration of their names in the Independent Directors' databank maintained by
the Indian Institute of Corporate Affairs.
Directors' Responsibility Statement
Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, it
is confirmed that:
(a) in the preparation of the annual accounts for the period under
review, the applicable accounting standards have been followed along with proper
explanations relating to material departures therefrom, if any;
(b) the selection and application of accounting policies were assessed
for their consistent application and judgements and estimates were made that were
reasonable and prudent so as to give a true and fair view of the state of the affairs of
the Company at the end of the financial year and of the profit of the Company for the
financial year ended March 31, 2026;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going
concern basis;
(e) adequate internal financial controls have been laid down to be
followed by the Company and such internal financial controls are adequate and are
operating effectively; and
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating
effectively.
Policy on Appointment and Remuneration
The Board has framed and adopted a Nomination, Remuneration and Board
Diversity Policy in terms of the Section 178 of the Act, read with Regulation 19 of SEBI
Listing Regulations. The Policy, inter-alia, lays down the principles relating to
appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel
and Senior Management Personnel of the Company. The policy also provides guidance on
diversity at Board level. The Board, at its meeting held on May 20,2025, approved
amendments to the Nomination, Remuneration and Board Diversity Policy. The Policy is
available on the Company's website at https://
www.maxhealthcare.in/investors/corporateqovernance/ policies-and-other-documents.
The NRC has also developed the criteria for, inter-alia, determining
the qualifications, positive attributes and independence of Directors. It takes into
consideration the best remuneration practices in the industry while determining
appropriate remuneration packages.
The salient features of the Nomination, Remuneration and Board
Diversity Policy are detailed in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
The Board Members affirm that the remuneration paid to the Directors,
Key Managerial Personnel and Senior Management Personnel is in accordance with the
Nomination, Remuneration and Board Diversity Policy of the Company.
Board Evaluation
The Board periodically reviews the framework for evaluating its own
performance and that of its Committees and individual Directors. Pursuant to the
applicable provisions of the Act and the SEBI Listing Regulations, the Board, on the
recommendation of the NRC, has adopted a comprehensive framework for the annual
performance evaluation of the Board, its Committees, the Chairman, individual Directors
and Independent Directors.
The annual evaluation for FY 2025-26 was carried out through a digital
platform based on a structured questionnaire covering, inter-alia, the composition,
diversity, experience and effectiveness of the Board and its Committees, discharge of
duties and responsibilities by the Board, Committees and individual Directors, quality of
deliberations and decision-making, Board processes and governance practices, risk
oversight, strategic guidance, succession planning, leadership and Board management,
independence and objective judgement of Independent Directors, and the quality, adequacy
and timeliness of information provided to the Board.
Evaluation Process
• A structured questionnaire covering the above parameters was
circulated electronically to all Directors.
• Directors evaluated the performance of the Board, its
Committees, the Chairman and individual Directors by assigning ratings on a scale of 1
(Strongly Disagree) to 5 (Strongly Agree).
• The Independent Directors met separately on May 20, 2026,
without the presence of the non- independent Directors and Members of the management and
reviewed, inter-alia, the performance ofthe non-independent Directors, the Board as a
whole, the Chairman & Managing Director and the quality, adequacy and timeliness of
information provided by the management to enable the Board to effectively discharge its
responsibilities.
• The NRC carried out the evaluation of each Director. The
performance evaluation of the Independent Directors was undertaken by the entire Board,
excluding the Director being evaluated.
• The outcome of the evaluation, including key observations and
recommendations for further strengthening Board effectiveness, was deliberated upon by the
Board.
Outcome of Evaluation
All Directors participated in the annual performance evaluation
covering the Board, its Committees, Chairman and individual Directors. The evaluation
process was structured, objective and outcome-oriented. The key outcomes were as follows:
• The Directors expressed satisfaction with the objectivity and
effectiveness ofthe evaluation process.
• The evaluation reflected high levels of commitment, engagement
and effectiveness across the Board and its Committees, with strong performance across all
evaluation parameters.
• The process re-affirmed confidence in the Company's
governance standards, transparency of management and the quality of information placed
before the Board.
• The Board and Committee meetings continued to be well-structured
and effectively conducted, with the Committees providing strong oversight over their
respective areas of responsibility.
• The Board acknowledged the value of the dedicated strategy
session conducted during FY 2025-26, which facilitated focused deliberations on the
Company's long-term strategy, growth priorities and business direction.
• The overall outcome of the evaluation was positive and reflected
the Board's continued effectiveness in discharging its responsibilities and providing
strategic guidance to the Company.
Based on the outcome of the evaluation, the Board made certain
suggestions for FY 2026-27, inter-alia, including induction of Risk Management Committee
Chairman in ‘Those Charged with Governance' (TCWG), enhanced engagement with
identified future leaders and emerging leadership personnel as part of the Company's
succession planning framework, dedicated strategic review sessions for major projects
& growth initiatives and periodic updates to the Board on key deliberations undertaken
in the Committee meetings.
The outcome of the evaluation was shared with the Board, the NRC and
the respective Committee Chairpersons for appropriate consideration and implementation of
the identified action areas.
Action Taken on Previous Evaluation
Actions undertaken pursuant to the suggestions arising from the
previous year's Board evaluation reflected the Company's continued commitment to
strengthening Board effectiveness, governance oversight and long-term value creation.
During FY 2025-26, Enterprise Risk Management was further strengthened
through focused risk reviews, integration of climate-related risks into the Company's
risk framework and continued oversight by the Risk Management Committee. In line with the
Board's emphasis on leadership succession, the Company strengthened its
organisational structure by introducing an additional regional leadership layer and
transitioning experienced operational leaders into expanded regional head roles with
oversight of multiple hospitals. This initiative enhanced management bandwidth, leadership
depth, organisational scalability and created structured opportunities for internal talent
progression, thereby further strengthening the Company's succession planning
framework.
The Company also continued to strengthen its ESG framework through the
adoption of globally recognised reporting standards, expansion of sustainability and
renewable energy initiatives and enhancement of information security practices. Further, a
Clinical Excellence Committee, comprising six Members, including one Board Member and five
Members from the management team, was constituted to enhance oversight of patient safety,
quality of care, clinical governance and the adoption of emerging healthcare technologies.
The Board's engagement on key policy developments, regulatory changes and emerging
trends in the healthcare sector was further enhanced through periodic presentations by the
Management and healthcare industry experts.
The management also continued to actively engage with the Chairman
& Managing Director, Committee Chairpersons and the Lead Independent Director in
finalising Board and Committee agendas and ensuring timely circulation of meeting
materials, thereby facilitating informed deliberations, strategic discussions and
effective decision-making.
Particulars of Employees and Related Disclosures
As required under Section 197(12) of the Act, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
percentage increase in remuneration and the ratio of remuneration of each Director and
KMPtothe median of employees' remuneration is annexed as Annexure -1 to
this report.
The information required under Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report. Further, pursuant to proviso to Section
136(1) of the Act, this report is being sent to the Members excluding the said annexure.
Any Member interested in obtaining a copy of the same may write to the Company Secretary
and Compliance Officer at investorsiaimaxhealthcare.com.
Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace
The Company strongly believes in providing a safe and harassment-free
workplace for every individual through various interventions, policies and practices. The
Company has a robust policy on the prevention of sexual harassment at the workplace in
compliance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). The policy aims at
preventing harassment of all employees of the Company and visitors at its hospitals,
including off-site locations and lays down guidelines for identification, reporting and
prevention of sexual harassment. The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee ("IC") as specified under
POSH. There is an IC at every work locations/hospital, which is responsible for the
redressal of complaints related to sexual harassment in accordance with the guidelines
provided in the policy. All these complaints are also reported and reviewed by the Audit
Committee.
The details of sexual harassment complaints that were filed, disposed
of and pending during the FY 2025-26 are provided in the Business Responsibility and
Sustainability Report and the Corporate Governance Report, which forms part of this
Integrated Annual Report. The Prevention of Sexual Harassment Policy is available on the
Company's website at https://www,
maxhealthcare.in/investors/corporateqovernance/policies- and-other-documents.
During FY 2025-26, no complaint was pending for more than 90 (ninety)
days under POSH.
Corporate Social Responsibility
In terms of the provisions of Section 135 of the Act, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to
time), the Board has constituted a Corporate Social Responsibility ("CSR")
Committee. The composition and terms of reference of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this Integrated Annual Report.
The Company has adopted a CSR Policy in accordance with the provisions
of the Act and rules made thereunder. The CSR Policy of the Company outlines its CSR focus
areas, guiding principles for CSR activities, identified sectors, reporting mechanisms
etc.
The CSR Policy is available on the Company's website at https://www.maxhealthcare.in/investors/
corporateqovernance/policies-and-other-documents.
As perthe CSR Policy, the Company continues its endeavours to improve
the lives of people, improve sustainability and provide opportunities for their holistic
development through various initiatives in the areas of Education, Skill Training and
Water Recharge and Rejuvenation for achieving water neutrality. The Company believes in
leaving no one behind as it moves forward and has been consistent in its efforts to serve
the communities in and around its operations and creating access for healthcare.
Further, the Company is undertaking its CSR initiatives directly and
through Max Healthcare Foundation, a public company limited by guarantee, registered under
Section 8 of the Act. The Company is one of the subscribers to the Memorandum of
Association of Max Healthcare Foundation.
The Annual Report on CSR activities, in the prescribed format, for FY
2025-26 as required under Section 134 and 135 of the Act, read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and
Rule 9 of the Companies (Accounts) Rules, 2014, is annexed as Annexure
- II to this report.
Transactions with Related Parties
All contracts, arrangements and transactions entered into by the
Company with related parties during FY 2025-26 were in the ordinary course of business and
on an arm's length basis. The Company did not enter into any transaction, contract or
arrangement with related parties that could be considered material in accordance with the
Related Party Transaction Policy of the Company. Further, during FY 2025-26, there were no
materially significant related party transaction(s) entered into by the Company which
might have a potential conflict with the interest of the Company at large.
Accordingly, the disclosure of related party transactions in Form AOC-2
is not applicable. However, detailed disclosures on related party transactions as per IND
AS-24, containing the names of related parties and details of the transactions entered
into with them, have been provided under Note No. 35.10 of Standalone Financial
Statements.
During the year under review, the Board, based on the recommendation of
the Audit Committee, approved revisions to the Company's Policy on Related Party
Transactions to align it with the applicable provisions of the Act, the SEBI Listing
Regulations and other applicable laws, including incorporation of the changes introduced
pursuant to the Industry Standards on the minimum information to be provided to the Audit
Committee and shareholders for review and approval of related party transactions. The
revised Policy on Related Party Transactions is available on the Company's website at
https://www.maxhealthcare.in/
investors/corporateqovernance/policies-and-other-documents
Auditors and Auditors' Report Statutory Auditors
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm
Registration No.- 301003E/E300005) ("SRBC") are the Statutory Auditors of the
Company, who were appointed at 24th AGM of the Company held on July 30, 2025 for a term of
5 (five) consecutive years commencing from the conclusion of 24th AGM till the conclusion
of the 29th AGM of the Company. SRBC has submitted a certificate, as required under
Section 139(1) of the Act confirming that they meet the criteria provided in Section 141
of the Act.
The Auditor's Report on the standalone and consolidated financial
statements of the Company for FY 2025-26 forms part of this Integrated Annual Report. The
Auditor's report is unmodified and does not contain any qualification, reservation or
adverse remark.
During FY 2025-26, SRBC has not reported any fraud against the Company
by its officers or employees, as required to be
reported under Section 143(12) of the Act read with the rules made
thereunder.
Further, the Company has made downstream investments as per the Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019 and accordingly, the Company has
obtained a certificate from SRBC as required under the Foreign Exchange Management
(Non-debt Instruments) Rules, 2019.
Rotation of Statutory Auditors and Audit Partners
The Board has laid down a Policy on Independence of Statutory Auditors/
Provision of Non-audit Services by Statutory Audit Firm and related matters with a view to
ensure independence and objectivity in the audit process, avoid conflict of interest and
protect the interests of shareholders at large. The said Policy is available on the
Company's website at https://www,
maxhealthcare.in/investors/corporateqovernance/policies- and-other-documents.
The key features of the Policy, inter-alia, are as follows:
• Criteria for Selecting an Audit Firm: Includes statutory and
other eligibility requirements, such as the firm's size, profile, experience and
areas of expertise.
• Permitted Non-Audit Services: Outlines pre-approved
non-audit services along with pre-determined fee thresholds.
• Prohibited Non-Audit Services: Specifies the non-audit
services that are not permitted.
• Rotation of Audit Partner: Requires rotation of audit
partners after 5 (five) consecutive years and prohibits the re-appointment of the audit
firm or its network firm after 2 (two) consecutive terms of 5 (five) years.
• Hiring Arrangements: States that the Company or its
subsidiaries cannot hire partners, managers, or employees of the statutory audit firm who
have been involved in the audit of the Company or its subsidiaries in the preceding 18
(eighteen) months, without the approval of the Managing Partner. Similarly, statutory
auditors are prohibited from hiring employees of the Company or its subsidiaries within 12
(twelve) months of their employment termination, subject to the approval of Chairman of
Audit Committee.
Cost Auditor
In terms of Section 148(1) of the Act read with Companies (Cost Records
and Audit) Rules, 2014, the Company is required to make and maintain the cost accounting
records and have them audited every year by a qualified Cost Accountant. The Company has
maintained the cost accounts and records as required.
The Company had appointed M/s. Chandra Wadhwa & Co., Cost
Accountants, having (Firm Registration No. 000239), as the Cost Auditors of the Company
for FY 2025-26. Cost
Auditors will submit their report for FY 2025-26 within the timeframe
prescribed under the Act.
The Cost Audit report for FY 2024-25 did not contain any qualification,
reservation or adverse remark.
Further, upon receipt of certificate confirming their eligibility and
willingness for appointment as the Cost Auditors of the Company for FY 2026-27 and based
on the recommendation of the Audit Committee, M/s. Chandra Wadhwa & Co., have been
appointed as the Cost Auditors of the Company for FY 2026-27 at a remuneration of
Rs.10,42,000/- (Rupees Ten Lakh Forty-Two Thousand only) plus applicable taxes. The said
remuneration has also been proposed for ratification by the Members of the Company at the
ensuing AGM.
Further, the Cost Auditor has not reported any fraud committed against
the Company by its officers or employees, as required to be reported in terms of Section
143(12) of the Act read with rules made thereunder during FY 2024-25.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI Listing Regulations, the Shareholders, based on the
recommendations of the Audit Committee and the Board, had appointed DPV & Associates
LLP, Company Secretaries, having Firm Registration No. L2021HR009500, as the Secretarial
Auditor of the Company for a term of five consecutive years commencing from FY 2025-26
till FY 2029-30.
The Secretarial Audit Report for FY 2025-26 is annexed as Annexure -
III to this report. During the audit period, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
During FY 2025-26, the Secretarial Auditor has not reported any fraud
committed against the Company by its officers or employees, as required to be reported
under Section 143(12) of the Act read with rules made thereunder.
The Company's unlisted material subsidiary viz. CRL has also
undergone Secretarial Audit in terms of Regulation 24A of the SEBI Listing Regulations
read with Section 204 of the Act. The Secretarial Audit Report for FY 2025-26 of CRL is
annexed herewith as Annexure - IV, to this report. The Secretarial Audit Report of
the Company and CRL does not contain any qualification, reservation or adverse remark.
Internal Auditor
The Company has established a robust Internal Audit function to ensure
effective oversight and risk management across its operations. In addition to an in-house
team, the Internal Audit function avails services of third-party professional firms in
specialized areas such as fraud investigation, taxation, digital forensics, Information
Security audits, audit of projects spends and other domain-specific matters as required.
Audits are conducted in accordance with an annual internal audit plan,
which is aligned with the risk profile of the business and approved by the Audit
Committee. These audits follow a risk and control-based methodology and encompass the
review of internal controls and governance processes, adherence to management policies and
statutory compliance across all Company locations.
The Internal Auditor reports functionally to the Audit Committee and
administratively to the Group Director - Corporate Affairs. The Internal Auditor is a
regular participant in Audit Committee meetings, where periodic exception reports are
presented on financial, safety, information security, compliance, and reporting risks,
along with management's mitigation plans and recommendations.
The Internal Audit function is governed by an Internal Audit Charter,
which outlines its scope of work, independence, objectivity, authority, reporting
structure, and responsibilities. To further enhance audit effectiveness, the Company
periodically engages an independent third-party expert to perform a quality assurance
review of the Internal Audit process/ function. The findings of this review are presented
to the Audit Committee to support continuous improvement in audit quality and governance.
The Internal Audit Charter is hosted on the Company's website at https://www.maxhealthcare.in/investors/corporateqovernance/
policies-and-other-documents.
Internal Financial Controls
The Company has established a robust and well-integrated internal
control system, supported by appropriate IT systems and workflow mechanisms. These
controls are continuously reviewed and upgraded based on periodic risk control testing.
Comprehensive policies, procedures and guidelines are in place across all business
processes. These are regularly reviewed, updated and made accessible to relevant employees
via a designated internal web portal.
The internal control framework is designed to ensure the reliability of
financial and operational records for the preparation of financial statements, management
reporting, performance monitoring and asset accountability. A comprehensive, risk-based
programme, including concurrent and internal audits, exception reporting, IT-enabled
transaction controls, continuous management reviews and data dashboards, provides
assurance to the Board regarding the effectiveness and adequacy of internal controls.
The internal audit plan is dynamic, aligned with the Company's
strategic objectives and periodically reviewed by the Audit Committee. This includes a
review of highland medium-risk observations identified during audits. The Audit Committee
also monitors the implementation status of management action plans arising from these
reviews. Additionally, the Internal Audit function is periodically assessed by independent
third-party experts to ensure objectivity and continuous improvement.
For the FY 2025-26, the internal control systems were evaluated and
found to be effective, with no reportable material weaknesses identified in either design
or operation. The Company's Statutory Auditors also did not report any material
weaknesses in internal controls or any misstatements resulting from control deficiencies
during the course of their audit.
Risk Management
The Company has instituted a robust and integrated Risk Management
Framework designed to systematically identify, analyse, assess, mitigate, monitor and
report risks that may impact the achievement of its strategic and operational objectives.
This comprehensive framework spans key dimensions of the business, including operational,
legal, treasury, human resource, taxation, regulatory, strategic and financial domains.
The Risk Management Committee plays a central oversight role, undertaking periodic reviews
of the Company's risk registers, risk heat maps and mitigation plans for high and
critical risk exposures. These reviews involve in-depth evaluation of the potential
implications of such risks on business continuity and profitability, along with the
effectiveness of mitigation strategies employed, including risk avoidance, transfer,
control or acceptance.
The Company's approach to risk management is both structured and
adaptive, combining formally articulated policies in areas such as finance, legal and
regulatory compliance with more dynamic, situational responses in other operational
aspects. This hybrid model allows for flexibility while maintaining governance rigour. The
Risk Management Framework, including the Risk Management Policy and Guidance note on Risk
Appetite, is reviewed periodically to ensure continued relevance amid changing market
dynamics, regulatory landscapes and evolving business priorities. This iterative review
process ensures that the Company remains well-positioned to proactively address both
existing and emerging risks.
During FY 2025-26, the Company further strengthened its risk management
framework by identifying and incorporating emerging risks arising from evolving regulatory
expectations, stakeholder communication requirements and developments in the healthcare
and therapeutic landscape. As a result, three new risks were added to the enterprise risk
universe during FY 2025-26. As at March 31, 2026, the Company's enterprise risk
register comprised 68 risks, reflecting a comprehensive assessment of both existing and
emerging risk exposures.
A detailed disclosure of the Company's risk management practices
and critical risk areas is presented as part of this Integrated Annual Report at (page no.
42), underscoring the Company's commitment to transparency and responsible
governance.
Whistle Blower Policy/Vigil Mechanism
The Company has established a robust Whistle Blower Policy/Vigil
Mechanism to promote ethical conduct, integrity, transparency and accountability in its
operations. The Policy provides an appropriate mechanism for Directors, employees and
other stakeholders to report genuine concerns relating to unethical behaviour, fraud,
irregularities or violation of the Company's Code of Conduct and policies, without
fear of retaliation or victimisation.
The Policy, inter-alia, provides direct access to the Chairman of the
Audit Committee and has been appropriately communicated across all levels of the
organisation. Whistle blower complaints may be reported to the designated official(s)
specified under the Policy and, in appropriate or exceptional cases, directly to the Audit
Committee.
The complaints received under the mechanism are investigated by, or
under the supervision and directions of the Ethics and Compliance Committee comprising
Members of senior management and the Internal Auditor. Based on the findings of such
investigations, appropriate corrective and preventive actions are undertaken.
The Audit Committee periodically reviews the functioning and
effectiveness of the vigil mechanism, including the status of complaints received,
investigations conducted, actions taken and closure thereof. The Whistle Blower Policy is
available on the Company's website at https://www.
maxhealthcare.in/investors/corporateqovernance/policies- and-other-documents.
During FY 2025-26, no person was denied access to the Chairman of the
Audit Committee.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure - V to
this report.
Annual Return
The Annual Return ofthe Company in Form MGT-7, as required under
Section 92 and Section 134 ofthe Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, is available on the Company's website at https://www.
maxhealthcare.in/investors/corporateqovernance/qeneral- meetinqs-and-postal-ballot.
Corporate Governance
The Company has complied with the corporate governance requirements
under the Act and SEBI Listing Regulations. A separate section on corporate governance,
along with a certificate from the Practicing Company Secretary confirming compliance with
corporate governance requirements, is provided as Annexure - C of the Corporate
Governance Report forming part ofthe Integrated Annual Report.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report for FY 2025-26,
as stipulated undertheSEBI Listing Regulations, forms part of this Integrated Annual
Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for FY 2025-26, as
stipulated undertheSEBI Listing Regulations, forms part of this Integrated Annual Report.
Secretarial Standards
The Company complies with all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.
Compliance with the Maternity Benefit Act, 1961
The Company is in regular compliance of the applicable provisions ofthe
Maternity Benefit Act, 1961.
General
No disclosure or reporting is made in respect ofthe following items, as
there were no transactions during FY 2025-26:
• The issue of equity shares with differential rights as to
dividend, voting or otherwise;
• Issue of shares (including sweat equity shares) to employees
ofthe Company under any scheme, except Employees' Stock Options Schemes referred to
in this report;
• There was no amount proposed to be transferred to general
reserves;
• In terms of the provisions of Section 73 of the Act read with
the relevant rules made thereunder, the Company had no opening or closing balances and has
not accepted any deposits during the financial year under review and as such, no amount of
principal or interest was outstanding as on March 31, 2026;
• There were no significant or material orders passed by the
regulators or courts or tribunals which impact the going concern status or the
Company's operations in the future;
• The Company does not have any scheme or provision of money for
the purchase of its own shares by employees or by trustees for the benefits of employees;
• There was no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 against the Company;
• There was no instance of one-time settlement with any bank or
financial institution by the Company;
• There was no revision in the financial statements and/ or
Board's Report;
• There was no change in the nature of the business;
• There were no material changes and commitments affecting the
financial position of the Company between the end of the FY 2025-26 and the date of this
report except as disclosed elsewhere in this Report;
• The Chairman and Managing Director of the Company did not
receive any remuneration or commission from any of its subsidiaries during FY 2025-26.
During FY 2025-26, no other Whole-Time Director had been appointed or held office in the
Company; and
• There was no instance where the Company failed to implement any
corporate action within the prescribed statutory timelines.
Acknowledgement
The Board places on record its appreciation forthe dedication and
contribution of employees at all levels towards the continued growth and success of the
Company. The Board also gratefully acknowledges the continued trust and support of
shareholders, customers, business associates, bankers, financial institutions, regulatory
authorities and all other stakeholders.
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