Directors Report of Hannah Joseph Hospital Ltd.

Mar 31, 2026

The Directors have pleasure in presenting the Fifteenth Annual Report of the Company
comprising of the audited Financial Statements comprising of the Balance sheet as at
31^s* March, 2026 and the Statement of Profit and Loss for the financial year ended
31⁵¹ March, 2026 together with the notes and report of the statutory auditors thereon.

1. FINANCIAL RESULTS (Rs. in lakhs)

Particulars	31.03.2026	31.03.2025	Variance in %
Revenue from operations	9,205.17	7753.13	18.73
Other Income	50.72	36.92	37.38
Total Expenditure	7,652.41	6755.32	13.28
Profit/ (Loss) Before Tax	1,603.48	1034.73	54.97
Profit/ (Loss) After Tax	1,118.12	720.99	55.08
Basic Earnings per share (in Rs.)	6.32	4.32	46.30

2. REVIEW OF FINANCIALS

During the financial year 2025-26, the Company''s Revenue from Operations increased by
18.73% to ?9,205.17 Lakhs as against ?7,753.13 Lakhs in the previous year. Profit Before
Tax increased by 54.97% to ?1,603.48 Lakhs and Profit After Tax increased by 55.08% to
?1,118.12 Lakhs. Basic Earnings Per Share improved from ?4.32 to ?6.32, representing an
increase of46.30% over the previous year.

3. DIVIDEND

Your Board of Directors have pleasure to recommend maiden dividend of ?2/- (Rupees Two
only) per equity share of face value ?10/- each, representing 20% of the face value, for the
financial year ended 31st March, 2026, subject to the approval of the shareholders at the
ensuing Annual General Meeting.

The dividend, if approved by the shareholders, will be paid within the prescribed time limit
to those members whose names appear in the Register of Members/bencficial owners as on
the Record Date fixed for the purpose.

4. BUSINESS REVIEW

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The Company continues its focus on furthering its Healthcare services in Neuroscicnces and
Trauma care on a much larger scale. The Company''s plan on the addition of Oncological
(Cancer care) services has been initiated during this year and will be developed in the coming
years. The SME IPO proceeds will support for the building and equipments of the Oncology
department which will take a minimum of 15 months.

The Company is also planning to have its branch of Pharmacy & Lab Services at K.K.Nagar,
Madurai - 625 020 under the name of Hannah Joseph Hospital Pharmacy & Lab Services,
which will be open for public; in this financial year 2026-27. It is hoped that the Company
would continue its good performance in the coming years.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the year under
review.

6. CHANGE IN STATUS OF THE COMPANY

During the year under review, the Company was listed on the SME Platform of BSE Limited
with effect from February 02, 2026. Consequent to the listing, the Company has transitioned
into a listed entity.

7. TRANSFER TO RESERVES

The Company does not propose to transfer any amount out of the profit to reserves.

8. ANNUAL RETURN

The Annual Return of the Company, in the Form MGT-7 in accordance with
Section 92(3) and 134(3)(a) of the Companies Act, 2013 as amended from time to time and
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return is available on the website of the Company at the following link:
https://hannahjosephhospital.com/

9. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the
Company between the end of the financial year to which this financial statement relates and
the date of this report.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Company/Joint Venture/Associate Company.

11. BOARD OF DIRECTORS

The Company is managed by the Managing Director under the superintendence, direction and
control of the Board of Directors of the Company.

Dr. (Ms.) Arunkumar Nalina (DIN: 07495044) Non-Executive, Non-Independent Director
who is liable to retire by rotation at the ensuing 15th Annual General Meeting of the Company
and being eligible, has offered herself for re-appointment, as a Director of the Company.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration of independence, stating that:

a. They continue to fulfill the criteria of independence provided in Section 149 (6) of the
Act along with Rules framed thereunder and Regulation 16(1 )(b); and

b. There has been no change in the circumstances affecting their status as Independent
Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Company’s
Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the
Independent Directors have also confirmed their registration (including renewal of applicable
tenure) and compliance of the online proficiency self- assessment test (unless exempted) with
the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014
that the Independent Directors are persons of high repute, integrity and possess the relevant
expertise and experience in their respective fields.

13. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company, as stipulated under the provisions of the
Companies Act, 2013, are as follows:

SI. No.	Name	Designation
1	Dr. Moses Joseph Arunkumar	Managing Director
2	Dr. Fenn Kavitha Fenn Arunkumar	Whole-time Director
3	Mr. Daniel Dayanand Fenn	Chief Financial Officer
4	CS. Yuvaraj Saravanan	Company Secretary

14. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company has duly followed the applicable Secretarial standards, relating to Meeting of
the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company
Secretaries of India (ICS1).

15. BOARD MEETINGS

During the year under review, the Board of Directors of the Company held 9 (Nine) meetings.
The details of the Board Meetings are provided below:

SI. No.	Date of Meeting	No. of Directors Entitled to Attend	No. of Directors Present
1	15.07.2025	8	7
2	30.08.2025	8	8
3	19.11.2025	8	8
4	05.01.2026	8	7
5	14.01.2026	8	8
6	21.01.2026	8	8

7	29.01.2026 at 2:00 p.m.	8	8
8	29.01.2026 at 6:30 p.m.	8	8
9	25.03.2026	8	8

16. COMPOSITION AND MEETINGS OF COMMITTEES OF THE BOARD

a. AUDIT COMMITTEE

The Audit Committee consists of the following members.

Name of the Member	Category	Position |	No. of Meetings Held during the Year	No. of Meeting attended during the year
Mr.Salaivel Pratheep	Independent Director	Chairman	5	5
Mr. C N Srinivasan	Independent Director	Member	5	5
Mr. R Mukundan	Independent Director	Member	5	5
Mr. K umarasamy S ureshkumar	Independent Director	Member	5	3
Dr. Moses Joseph Arunkumar	Managing Director	Member	5	5

b. NOMINATION AND REMUNERATION COMMITTEE

Tire Nomination and Remuneration Committee consists of the following members.

Name of the Director	Category	Position	No. of Meetings Held during the Year	No. of Meeting attended during the year
Mr. K. umarasamy Sureshkumar	Independent Director	Chairman	2	2
Mr. C N Srinivasan	Independent Director	Member	2	2
Mr. R Mukundan	Independent Director	Member	7	2
Mr.Salaivel Pratheep	Independent Director	Member	2	2
Dr.Arunkumar Nalina	Non-Executive Director	Member	2	2

c. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee consists of the following members:

Name of the Director	Category	Position	No. of Meeting s Held during the Year	No. of Meeting attended during the year
Mr.Salaivel Pratheep	Independent Director	Chairman	1	1
Mr. C N Srinivasan	Independent Director	Member	!	1
Mr. R Mukundan	Independent Director	Member	1	1
Dr. Fenn Kavitha Fenn Arunkumar	Whole-Time Director	Member	1	1

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The CSR Committee consists of the following members:

Name of the Director	Category	Position	No. of Meetings Held during the Year	No. of Meeting attended during the year
Dr. Moses Joseph Arunkumar	Managing Director	Chairman	1	1
Dr.I''enn Kavitha Fenn Arunkumar	Whole-time Director	Member	I	1
Mr.Kumarasamy Sureshkumar	Independent Director	Member	1	l

17. DIRECTOR’S RESPONSIBILITY STATEMENT

As required under Section 134 of the Act (including any statutory modification(s) and/or re¬
enactments) thereof for the time being in force), the Directors of the Company state that:

a. in the preparation of the annual accounts for the financial year ended March 31,2026,
the applicable accounting standards had been followed along with the proper
explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as on March 31,2026, and of its profit
and loss for the financial year ended on that date;

c. the Directors had 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;

d. the Directors had prepared the annual accounts for the financial year 2025-26 on a
going concern basis;

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

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

18. ANNUAL PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions, the annual performance evaluation of the Board of
Directors as a whole has been carried out during the year under review. The evaluation was
conducted in accordance with the criteria formulated by the Nomination and Remuneration
Committee, considering various aspects of the Board’s functioning, including its composition,
effectiveness, governance practices and overall performance.

19. SHARE CAPITAL

Pursuant to the Initial Public Offer (IPO) of Equity Shares of the Company, the Board of
Directors at its meeting held on January 29, 2026, approved the allotment of 60,00,000 (Sixty
Lakhs) Equity Shares of face value ?10/- (Rupees Ten only) each at an issue price of ?70/-
(Rupees Seventy only) per equity share, including a premium of ?60/- (Rupees Sixty only)
per equity share, to the successful allottees as determined in consultation with the Registrar
to the Issue, the Merchant Banker and BSE Limited.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company as at
March 31, 2026 stands at ?22,69,83,630/- (Rupees Twenty-Two Crores Sixty-Nine Lakhs
Eighty-Three Thousand Six Hundred and Thirty only), comprising 2,26,98,363 Equity Shares
of ? 10/- (Rupees Ten only) each.

20. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS MADE
UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not given any loan to any person or other
body corporate, not given any guarantee or provided any security in connection with a loan
to any other body corporate or person and not acquired by way of subscription, purchase or
otherwise, the securities of any other body corporate.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES
ACT, 2013

Transactions with related parties were conducted in a transparent manner in the best interest
of the Company and Stakeholders. All the transactions entered into with the related parties
during the year under review were in the ordinary course of business and on arm’s length
basis and reviewed by Audit Committee.

The details of related party transactions entered into in reference to section 188 of the
Companies Act, 2013 are furnished in Form AOC-2 vide Annexure-1 attached to this report.

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

1. In terms of Section 134(3Xm) of the Companies Act, 2013 and the Companies
(Accounts) Rules,2014 as amended, the Company is carrying on activities relating to
conservation of energy and technology absorption wherever possible.

2. The Foreign Exchange earnings during the year is Nil and the Outgo: Rs. 15,30,706/-
(USD: 16,858).

23. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY

The Board of the Company formed a Risk Management Committee to frame, implement and
monitor the Risk Management Policy of the Company. The Committee is responsible for
monitoring and reviewing the Risk Management Policy and ensuring its effectiveness. The
major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuous basis.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company discharges its Corporate Social Responsibility obligations through towards
supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line
with the Corporate Social Responsibility Policy of the Company. The Board of Directors has
approved the CSR Policy of the Company, which is available on the website of the Company
at www.hannahjosephhospital.com

The Annual Report on CSR activities, for the year under review, in the prescribed format, as
required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies
(Accounts) Rules, 2014 is furnished in “Annexure- II.”

25. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATION IN FUTURE

During the year under review, the Company has not received any significant orders/ materia!
orders passed by any of Regulators/ Courts/ Tribunals impacting the going concern status of
the Company and its operations in future.

26. VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company in accordance with the provisions of Section 177 (9) of the Act has established
a Vigil Mechanism Policy to report genuine concerns to the management viz, instances of
unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct
or ethics policy and to assist the Audit Committee. It encouraged to come forward and express
their concem(s), if any without fear of punishment or unfair treatment.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is made available on
the website at www.hannahiosephhospital.com

27. DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning
of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

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

As per the provisions of Section 178(3) of the Act, on the recommendation of the Nomination
& Remuneration Committee of the Company, the Board of Directors had approved a Policy
which lays down a framework in relation to appointment and remuneration of Directors, Key
Managerial Personnel and the other employees and their remuneration.

Pursuant to Section 134(3) of the Act, the Nomination and Remuneration Policy of the
Company is available on the website of the Company at www .hannahiosephhospital.com

29. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL &
SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management
is as per the Companies Act, 2013 and is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

30. DETAILS OF EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Scheme/ Plan as of date.

31. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rules, 2014, and based on the recommendations of the Audit
Committee, M/s. Pandiarajan. T & Co., Chartered Accountants, Madurai, were re-appointed
as the Internal Auditors of the Company for the financial year 2026-27.

32. STATUTORY AUDITORS

The members at the 13th Annual General Meeting held on 30th September, 2024 approved
the appointment of M/s. A.V. Subramanian & Co. Chartered Accountants (FRN 010643S)
Madurai, as a Statutory Auditor for a period of five financial years from 2024-25 to 2028-29.

33. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company had appointed at the 14th AGM held on 26.09.2025 M/s. S. Rajaguru &
Associates, Company Secretaries, Madurai, as the Secretarial Auditor to conduct the
Secretarial Audit of the Company for 5 (five) financial years from 2025-26 - 2029-30.

The Secretarial Audit Report for the financial year 2025-26 is annexed herewith as
“Annexure - III” and forms part of this Report.

34. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Company is
required to maintain cost records the same are being maintained by the Company.

The provisions relating to cost audit are not applicable to the Company for the financial year
2025-26 under review and, hence, the Company has not appointed a Cost Auditor.

35. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTODY
AUDITORS AND SECRETARIAL AUDITOR IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their
report.

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

The Company has in place a Policy in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013)
and constituted an Internal Complaints Committee (ICC) under this Act. The policy
formulated by the Company for prevention of sexual harassment is made available on the
website of the Company at www.hannahjosephhospital.com

During the year under review, no complaint pertaining to sexual harassment at work place has
been received by the Company.

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions
on the grounds of maternity. Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.

38. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31,2026.

Male Employees: 133
Female Employees: 159
Transgender Employees: NIL

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture
and equal opportunity for all individuals, regardless of gender.

39. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL
STATEMENTS

The Company has an adequate system of Internal Financial Control commensurate with its
size and scale of operations, procedures and policies, ensuring efficient and orderly conduct
of its business, including adherence to the Company’s policy, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of
the assessment, the Board is of the opinion that the Company has adequate Internal Financial
Control System that is operating effectively.

There were no instances of fraud which necessitates reporting of material mis-statement to
the Company’s operations duly the year under review.

40. REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors
of the Company under sub-section (12) of Section 143 of the Act.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE
YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR

During the year under review and till date of this Report, the Company has neither made any
application against anyone nor any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate, monitor and report trading in the
securities of the Company by its Directors and designated persons, in compliance with the
SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code, inter alia, requires pre-clearance for dealing in the Company’s securities and
prohibits trading by designated persons while in possession of unpublished price sensitive
information and during the closure of the trading window.

Further, the Company maintains a structured digital database in compliance with the aforesaid
regulations, wherein details of designated persons and related information are recorded and
preserved.

43. CODE OK CONDUCT

The Company has adopted a Code of Conduct applicable to its Directors and Senior
Management Personnel. All the Directors and Senior Management Personnel have affirmed
compliance with the said Code for the financial year ended March 31,2026.

44. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review is
presented as “Annexure - IV” and forms part of this Annual Report.

45. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with
Rule 5( 1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, relating to the ratio of remuneration of each Director to the median remuneration of
employees and other prescribed details, is annexed to this Report as “Annexure — V”.

46. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT /
UNCLAIMED SUSPENSE ACCOUNT AS PER PARA F OF SCHEDULE V OF SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015

As on March 31,2026, there are no shares lying in the Demat Suspense Account or Unclaimed
Suspense Account of the Company. All the equity shares allotted pursuant to the Initial Public
Offer have been duly credited to the respective demat accounts of the investors and no shares
are pending for transfer to such accounts.

47. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the valuable support and
co-operation extended by various Government and regulatory authorities, bankers, lenders,
customers, patients, vendors, suppliers and other stakeholders.

The Directors also express their heartfelt gratitude to the doctors, nurses, paramedical staff,
administrative personnel and all employees of the Company for their unwavering
commitment, dedication and contribution towards providing quality healthcare services. Their
efforts have been instrumental in the Company''s continued growth and success.

The Board looks forward to their continued support and contribution in the years ahead as the
Company strives to enhance healthcare services and create greater value for all stakeholders.

The Board wish to place on record the shareholders of the Company who has reposed faith in
the functioning of the Company and participated in the Company’s IPO floated in January,
2026

(By Order of the Board)
For and on behalf

h(MADURA

Place: Madurai J£l Dr. Moses Joseph Arunkumar

Date: 15.06.2026 Chairman & Managing Director

(DIN: 03608603)