Dear Members,

Your Directors have pleasure in presenting herewith the Twenty-Second Annual Report on the business and operations of your Company along with the Audited Standalone and Consolidated Financial Statements and the Auditors' Report thereon for the Year ended 31^st March, 2024.

The Company's standalone and consolidated performance during the financial year ended 31^st March, 2024, as compared to the previous financial year, is summarised below:

Amounts in Million

During the year under review your Company made an Initial Public Offer ('the Offer') comprising:

The offer had been authorised by a resolution of our Board dated 23^,d January, 2023 and the Fresh Issue had been authorised by a special resolution of our Shareholders dated 20^th March, 2023. The offer was made in accordance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rule, 1957. During the financial year under review, the equity shares of the Company have been listed on BSE Limited ('BSE') and

the National Stock Exchange of India Limited ('NSE') w.e.f. 18^th September, 2023.

At the beginning of the financial year, the issued, subscribed and paid-up Equity Share Capital of the Company was Rs. 56,51,83,900 (Fifty Six Crore Fifty One Lakhs Eighty Three Thousand and Nine Hundred) divided into 5,65,18,390 (Five Crore Sixty Five Lakhs Eighteen Thousand Three Hundred and Ninety) equity shares of 7 10/- (Rupees Ten) each.

Further pursuant to Special resolution passed at the Extra-Ordinary General Meeting Dated 16^th August, 2023 Company had allotted 16,73,469 (Sixteen Lakh Seventy- Three Thousand and Four Hundred and Sixty-Nine) equity shares of Rs. 10 (Rupees Ten) each at a premium of Rs. 725 (Rupees Seven twenty-five).

Further the Company had issued 73,74,163 equity shares as fresh issue in Initial Public offer of Rs. 10 each (Rupees Ten) at a premium of Rs. 725 (Rupees Seven Hundred and Twenty- Five) aggregating to Rs. 5420.01 Million (Five Thousand Four Hundred and Twenty Million)

The Company proposes to transfer Rs. 151.95 Million to the General Reserve out of amount available for appropriation, and an amount of Rs. 1324.09 Million is proposed to be retained in profit and loss account.

Based on the Company's performance and the business of the Company, your directors are pleased to recommend final dividend of Rs. 1 per equity share of Rs. 10 each for the financial year 2023-2024 for approval of shareholders at the ensuing Annual General Meeting.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Dividend Distribution Policy of the Company is available on the Company's website at https:// www.iupiterhospital.com/wp-content/uploads/2023/12/ Dividend-Distribution-Policy-v2.pdf

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Fund (IEPF).

There has been no change in the nature of business carried on by your Company or its subsidiaries during the year under review.

The Board of Directors is duly constituted and consists of the 8 (Eight) Directors out of which 4 (Four) are Independent Directors as on the close of the financial year. The details of the composition of Board of Directors are mentioned in the Corporate Governance Report forming part of the Annual Report.

In pursuant to the provisions of Section 152 of the Companies Act, 2013, Dr. Bhaskar Shah (DIN: 00007817) and Mr. Vadapatra Raghavan (DIN: 00008182) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the board recommends their re-appointment.

During the year under the review Mr. Sudeep kastwar has resigned w.e.f. 15^th June, 2023 and Mr. Harshad Purani has been appointed as CFO w.e.f. 14^th August, 2023

The Company has received the necessary declarations from each of the Independent Director under Section 149(7) of the Act, stating that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year. The Independent Directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

Based on the declaration received from all the Independent Directors and in the opinion of the Board, all independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

During the year under review, none of the Independent Directors of the Company has had any pecuniary relationship or transactions with the Company, other than sitting fees.

The terms and conditions of appointment of Independent Directors are placed on the website of the Company at https://www.jupiterhospital.com/thane/ investor-relations/corporate-governance/codes-and- policies/.

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations, the Board of Directors ('Board") has carried out an annual evaluation of its performance and that of its individual Directors.

The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc.

A separate meeting of the Independent Directors without the presence of the Chairman, the Managing Director or other Non-Independent Director(s) or any other Management Personnel was held on 9^th February, 2024. The Independent Directors reviewed the performance of Non-Independent Directors, Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors, Key Managerial Personnel and Senior Management Personnel.

They are also updated on all business-related issues and new initiatives. Independent Directors are also encouraged to visit the facilities of the Company

and engage with senior management. Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

Such familiarisation programmes help the Independent Directors to understand the Company's strategy, business model, operations, markets, organisation structure, risk management etc. and such other areas as may arise from time to time.

The policy on the familiarisation programmes imparted to the Independent Directors is posted on the website of the Company and may be accessed at: https:// www.jupiterhospital.com/thane/investor-relations/ corporate-governance/codes-and-policies/

As required by Regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Report. The state of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

A Business Responsibility and Sustainability Report, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of the Annual Report.

The Company has always been committed to the principles of Good Corporate Governance which helps enhancement of long-term shareholder value and interest. This is achieved through increased awareness for responsibility, transparency and professionalism and focus for effective control and management of the organisation.

The Board of Directors of the Company is committed to adopt the best practices of corporate governance and constant review of the Board processes, practices and the management systems is to maintain a greater degree of responsibility and accountability.

The Corporate Governance report is attached as Annexure I to this Report.

The compliance certificate from the Practising company Secretary regarding compliance of conditions of Corporate Governance forms part of this Report and is attached as Annexure II.

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Company's website at https://www.iupiterhospital.com/wp-content/ uploads/2023/12/Code-Qf-Conduct-For-Directors-And- Senior-Managementpdf.

The Directors and senior management personnel have affirmed their compliance with the Code for the year ended 31^st March, 2024.

A report on the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company for the financial year ended 31^st March, 2024 in prescribed Form AOC -1 as per the Companies Act, 2013 is set out in Annexure III and forms an integral part of this Annual Report.

Your Company has two subsidiaries, the details of which are as follows:

Jupiter Hospital Projects Private Limited was incorporated as a private limited company on 12^th October, 2011 under the Companies Act, 1956. Its CIN is U74900MP2011PTC054377 and its registered office is situated at Vishesh Jupiter Hospital, Scheme No. 94, Sector No. 1, Ring Road, Near Teen Imli Square, Indore - 452 020, Madhya Pradesh, India. JHPPL is Material Subsidiary of the Company.

The shareholding pattern of JHPPL as on 31^st March, 2024, is as provided below:

Medulla Healthcare Private Limited was incorporated as a private limited company on 29^th June, 2022 under the Companies Act, 2013. Its CIN is U85300MH2022PTC385705 and its registered office is situated at 1004, 360 Degree Business Park, Next to R Mall, LBS Marg, Mulund, Mumbai - 400 080, Maharashtra, India. MHPL is wholly owned subsidiary of the Company.

The shareholding pattern of Medulla as on 31^st March, 2024, is as provided below:

Other than disclosed above your company does not have any other subsidiary company.

During the year under review Eleven (11) meetings of the Board were held. The dates, attendance of the Directors and other details of the meetings are given in the Report on Corporate Governance Report.

The necessary quorum was present at all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and Listing Regulations.

Further, the details of composition of the committees, dates of the meeting of the committee, attendance at the meeting and other details are given in the Report on Corporate Governance Report forms a part of the Board's Report.

The Auditors, M/s. Aswin Malde & Co. bearing Membership No. 032662, Chartered Accountants were appointed as Statutory Auditors of your Company for a period of Five (5) years, to hold office from the conclusion of the 20^th annual general meeting till 25^th annual general meeting on such remuneration as may be decided by the Board and they continue to be the Statutory Auditors of the Company.

The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor in their report has not made any qualifications, reservations or adverse remarks for the Financial Year 2023-2024.

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. G. M. Kapadia & Co., Chartered Accountants were appointed as Internal Auditors to undertake internal audit of the Company for FY 2023-24.

The Internal Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Yogesh Sharma & Co. (CP No. 11305), Practicing Company Secretaries, were appointed as the Secretarial Auditor to undertake Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report for the FY 2023-24 as required under the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24Aof the SEBI Listing Regulations, is set out in Annexure IV to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company has approved appointment of M/s. V. J. Talati & Co., Cost Accountant Firm, Mumbai (Membership No. M/26963) as the cost auditors to carry out auditing of cost records for the Financial Year 2024-2025. At a Remuneration of Rs. 1,75,000/- exclusive of taxes and reimbursement of out-of- pocket expenses incurred, if any, in connection with the cost audit subject to ratification by the members of the Company. The board of directors proposes ratification for the remuneration payable to M/s. V. J. Talati & Co., Cost Accountants for cost audit for the financial year 2024-2025, at the ensuing Annual General Meeting.

The Cost Audit Report issued by the M/s. V. J. Talati & Co. for the financial year ended March 2024 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Pursuant to the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the Company has duly maintained the Cost Records in the format prescribed under Rule 5 of the said Rules.

In compliance with the provisions of Section 177(9) of the Act and SEBI Listing Regulations, the Company has framed a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud

or violation of the Company's Code of Conduct or ethics policy. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle Blower Policy to report instances of leak of unpublished price sensitive information.

The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee and there was no such reporting during the FY 2023-24. The policy of vigil mechanism is available on the Company's website and can be accessed at: https:// www.jupiterhospital.com/wp-content/uploads/2023/12/ Whistle-Blower-Policv-1 .pdf

In compliance with the requirements of Act and Rules made thereunder and pursuant to Regulation 19 of the SEBI Listing Regulations read with Schedule II Part D to the said Regulations, the Board of Directors has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel, Functional Heads and other employees of the Company.

The Salient features of the policy are as below:

• It aims to ensure fair and adequate remuneration for Directors, Key Managerial Personnel, and Senior Management Personnel.

• It adheres to legal requirements and promotes principles of integrity, performance-based rewards, and board diversity.

• The policy covers appointment criteria, term limits, evaluation criteria for directors, and guidelines for remuneration. It emphasises transparency and is effective immediately upon adoption.

During the year under review, there has been no change to the Policy.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://www. iupiterhospital.com/wp-content/uploads/2023/12/ Nomination-Remuneration-Policy-v2.pdf

In accordance with Section 135 of the Act, as amended read with the Notification Issued by the Ministry of Corporate Affairs and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in Annexure V, which

is annexed hereto and forms a part of the Board's Report.

The detail of the CSR Policy is also posted on the Company's website and may be accessed at: https://www. jupiterhospital.com/wp-content/uploads/2023/12/ CSR~Policy-v2.pdf

The Company has adopted a Dividend Distribution policy in terms of Regulation 43A of SEBI Listing Reg ulations which is available on the Company's website

can be accessed at: https://www.jupiterhospital.com/ wp-content/uploads/2023/12/Dividend-Distribution- Policy-v2.pdf

The Company has constituted a Risk Management Committee consisting of Board Members who are authorised to monitor and review Risk Management plan. The Committee is also empowered, inter alia, to review and recommend to the Board the modifications to the Risk Management Policy. The Company has prepared a Risk Management policy to identify, evaluate the internal and external risks and opportunities in particular financial, operational, sectoral, sustainability (particularly, ESG related risks), information and cyber security risks.

The policy also includes the business continuity plan and the measures to be undertaken for risk mitigation including systems and processes for internal control of identified risks. Risk Management Policy enables the Company to proactively manage uncertainties and changes in the internal and external environment to limit negative impacts and capitalise on opportunities. The Company has laid down a comprehensive Risk Assessment and Minimisation Procedure in accordance with the requirements of the Act and the SEBI Listing Regulations, which is reviewed by the Risk Management Committee.

In terms of the applicable provisions of the SEBI Listing Regulations, your Board has adopted a Risk Management Policy, which is available on the Company's website at: https://www.jupiterhospital. com/wp-content/uploads/2023/12/Risk-Management- Policy.pdf

Information on Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure VI to this Report.

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 forms part of this Report and is appended herewith as Annexure VII to the Boards' Report. The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Secretarial Team of the Company in this regard.

All contracts or arrangements or transactions entered by the Company with the Related Parties during the financial year were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. All such contracts or arrangements, were entered into in the ordinary course of business and at arm's length basis and approved by the Audit Committee. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements of the Company.

The Company has in place a Related Party Transactions Policy, which is available on the Company's website at: https:// www.jupiterhospital.com/wp-content/uploads/2023/12/ Policy-on-Related-Party-Transactions-v2.pdf.

Loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements forming part of the Annual Report.

Your Company has in place an adequate internal financial control framework commensurate with the size, scale and complexity of its operations with reference to financial and operating controls, ensuring the orderly and efficient conduct of business operations, adherence to policies, safeguarding of assets and fraud prevention.

During Financial Year 2023-24, such controls were tested and found to be effective, with no significant weakness identified.

The Directors have in the Directors Responsibility Statement confirmed the same to this effect.

The Company has obtained credit rating for bank facilities from ICRA Limited for the following long term and shortterm borrowings and the same is available on website:

The Company does not currently have an Employee Stock Ownership Plan (ESOP) scheme in place.

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

As required by Section 134(3) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

1. In the preparation of the annexed accounts for the Financial Year ended 31^st March, 2024, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2024 and of the profit of the Company for that year;

3. Your Directors have taken proper and sufficient care 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;

4. The said accounts have been prepared on a going concern basis;

5. Proper internal financial controls laid down by the Directors were followed by the Company and that

such internal financial controls are adequate and were operating effectively; and

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

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

During the year 2023-24, the Company received one complaint of sexual harassment which was disposed off. As on 31^st March, 2024 no complaints related to sexual harassment are pending for disposal.

There have been no significant material orders passed by Regulators, Courts, or Tribunals that would impact the going concern status of the Company and its future operations.

Furthermore, there have been no material changes or commitments that could affect the financial position of the Company between the end of the Financial Year to which the Financial Statements relate and the date of this report.

The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors'and 'General Meetings', respectively issued by the Institute of Company Secretaries of India.

As required under Section 92(3) of the Act, Annual Return is hosted on the website of the Company at https://www. jupiterhospital.com/thane/investor-relations/annual- report/annual-return/

Your directors state that: -

(i) There are no instances of fraud reported by the Auditors under Section 143(12) during the financial year ended 31^st March, 2024.

(ii) The Company has not issued any shares with differential voting rights as per the Act.

(iii) The Company has not issued any sweat equity shares under the Act.

(iv) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

(v) There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

(vi) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

(vii) The Company has not accepted any fixed deposits and no amount of principal or interest is outstanding during the year ended 31^st March, 2024.

Your Company has been able to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity, ethics, good governance and continuous improvement in all functions and areas as well as the efficient utilisation of the Company's resources for sustainable and profitable growth.

Your Directors would like to express their sincere appreciation to its stakeholder's, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.