Dear Members,

Your Directors take pleasure in presenting the Fortieth Annual Report along with the audited financial statements the year ended 31 st March, 2026.

FINANCIAL HIGHLIGHTS

(Rs in lakhs)

RESULTS OF OPERATIONS

The income from operations for the financial year 2025-26 was Rs.1,58,563.68 Lakhs registering an increase of 15.65% over the previous year income of Rs.1,37,111.30 Lakhs. Earnings before interest, tax, depreciation amortization and (EBITDA) were Rs.46,710.23 Lakhs over the previous year EBITDA of Rs. 40,781.69 Lakhs. Profit after tax (PAT) for the year was Rs.24,446.00 Lakhs over the PAT of Rs.20,894.62 Lakhs in year 2024-25.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiary Company, Joint Venture or Associate Companies as defined in the Companies Act, 2013.

DIVIDEND

Based on Company's performance, the Board of Directors are pleased to recommend a dividend of 15/- per share (150%) for the Financial Year 2025-26 subject to the approval of the members. The dividend on equity shares, if approved by the members would involve a cash outflow of 1,641.34 lakhs.

Pursuant to Finance Act, 2020, dividend income is taxable in the hands of the Shareholder with effect from 01 April, 2020 and the Company is required to deduct tax at source from dividend paid to Shareholders at the prescribed rates. Further in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Dividend Distribution Policy of the Company is available on the website of the Company at the link: https://kmchhospitals.com/wp-

TRANSFER TO RESERVES

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

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting financial between the end of the financial year of the Company to which the Financial Statements relate and date of the report.

BOARD MEETINGS

The Board of Directors met five times during this financial year. The disclosure on Board meetings and attendance of Directors are provided in the Corporate Governance Report.

AUDIT COMMITTEE

The composition of Audit Committee, number of meetings under an identical head in the Corporate Governance Report.

CSR COMMITTEE

The composition of CSR Committee, an identical head in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITIES

During the year under review in pursuance of the recommendations of the CSR Committee, had commitment of 446.86 Lakhs being 2% of the last three years' average net profit of the Company towards implementing the CSR activities. applicable provisions of the Companies Act, 2013 is appended as "Annexure - III" to this report.

INFORMATION ON STATUS OF COMPANY'S AFFAIRS

Information on operational and financial

Report, which is annexed to the Directors' Report and has been prepared inter-alia in compliance with the terms of SEBI(LODR)Regulations, 2015

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2026 aggregates to 1094.23 lakhs comprising of 1,09,42,262 equity shares of 10/- each fully paid up. There is no change in the paid-up share capital of the Company during the Financial Year 2025-26.

CREDIT RATING

CRISIL have affirmed your Company's Long term bank facilities facilities as 'CRISIL A1+'(A One Plus).

HOSPITAL ACCREDITATION

Your Hospital has been certified by delivery of high standards for safety and quality care to the patients.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations 2015, a structured questionnaire was administered after taking into consideration of various aspects to the Board functioning, compositionof the Board and its Committees, culture, execution and performance of specific duties, obligations and governance efficacy and functioning of Board and its members.

The performance evaluation of Independent Directors was completed. The Board of Directors have expressed their Satisfaction with the outcome of the evaluation status as Independent Directors of the Company.

The performance evaluation of the Chairman of the Board and Non-Independent Directors was carried out by the Independent Directors. The Independent Directors have expressed their satisfaction with the outcome of the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of SEBI (LODR) Regulations

Independent Directors with regard to their role, rights, responsibilitiesin the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board members are provided with all the necessary documents / reports and internal policies to enable them to familiarize with the Company's procedures and practices and the same is uploaded on the Company's website at https://kmchhospitals.com/wp-content/uploads/2026/06/FPI-Directors-2025-26-1.pdf.

DIRECTORS

As per Article 103(b) of the Articles of Association and Section 152(6) of the Companies Act, 2013, except Dr Nalla G Palaniswami and Dr. Thavamani Devi Palaniswami, all other Executive and Non-Executive Non-Independent Directors are subject to retirement by rotation. Accordingly, Dr. M C Thirumoorthi, Director is liable to eligible has offered himself for re-appointment. During the year, Dr. Thavamani Devi Palaniswami was reappointed as Joint Managing Director of the Company w.e.f 29.07.2025 with the approval of Shareholders by Special Resolution.

INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board indicating that they comply with all the requirements that are stipulated in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as Directors in the Company. Further they have also declared that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective and independent judgement and without any external influence.

All the Independent Directors of the Company have complied with the requirements of the provisions in relationto Independent Directors Databank as stated in the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time. st termoffive years of Independent Directorship of Mr. A. P. Ammasaikutti would end on 02 fir The nd June, 2026 and that of Dr. K. Kolandaswamy would end on 31 st July, 2026. Based on the approval of the shareholders through postal ballot dated 11th April, 2026, they have been re-appointed as an Independent Directors for a second term of five consecutive years with effect from 03rd June, 2026 and 01 st August, 2026, respectively.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company met with the criteria of their Independence laid down in Section 149(6).

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors a) In the preparation of the annual accounts, the applicable accounting proper explanation relating to material departures; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfraudandother d) The Directors had prepared the annual accounts on a going concern basis; e) The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

ANNUAL RETURN

Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: https://kmchhospitals.com/wp-content/uploads/2026/04/MGT-7-Website-31.03.2025_.pdf

COMPLIANCE OF CODE OF CONDUCT

Pursuant to SEBI (Prohibition of Insider Trading) (Third Amendment) Regulation 2024 dated 6 th December 2024, the Company amended the "Code of Conduct for Insider Trading" and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information". Consequently, the Board of Directors brought in all the corresponding amendments to the above two mentioned Codes and necessary disclosures have been made in our website under: https://kmchhospitals.com/wp-content/uploads/2025/11/Code-of-Conduct-for-Regulation-Monitoring-and-Prevention-of-Insider-TradingRevised.pdf

INSURANCE

The Company's properties, equipment's and stocks are adequately insured against all major risks. The Company has also taken Directors' and Officers' Liability Policy to provide coverage against the liabilities arising on them.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013 are Dr. Nalla G Palaniswami, Managing Director, Dr. Thavamani Devi Palaniswami, Joint Managing Director, Dr. Arun N Palaniswami, Executive Director, CA P K Gopikrishnan, Chief Financial Officer and CS R Ponmanikandan, Company

APPOINTMENT AND REMUNERATION CRITERIA OF KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Key Managerial Personnel, Independent Directors and remuneration paid to Managing Directors or Executive Directors is within the purview of the provisions of Companies Act, 2013. The Company pays remuneration by way of salary, perquisites etc., to its Managing Directors and Executive Director in line with the approvals accorded by the General Meetings and in pursuance of the recommendation of the Nomination and Remuneration Committee as per the guiding principles laid down in the Nomination and Remuneration Policy. The Nomination and Remuneration Policy of the Company is available on the website of the Company at the link https://kmchhospitals.com/wp-content/uploads/2025/11/NOMINATION-REMUNERATION-AND-EVALUATION-POLICY.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is forming the part of the Board's Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure stipulated under Section 134(3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, are as under:

Energy Conservation

Energy conservation means the efforts made to reduce the consumption of energy by using less energy. Your Company ation of the resources. constantlyandcontinuouslyappliesall utiliz effortsforoptimum Energy consumption is monitored through Energy Management System. Through this system, consumptionof electricity is monitored, and alternate steps are taken to optimize energy utilization.

Other energy conservation techniques that are employed include using equipment higher ratings and usage of and the usage of heat pumps instead of geysers.

Your Company adopts the concept of 'Sustainable Development' i.e. meeting the needs of the present without compromising the ability of future generations to meet their own needs. By following this concept, your Company is operating a 10.25 MW Solar Power Generation Plant which caters to 63% of electricity requirement per annum and through which the Company is saving 41% on its electricity bills.

Caring for the Environment

Your Company adopts the concept of zero discharge technology, under which an effluent treatment plant had been set up and the sewage water is treated for toxic effluents. The treated water is used for horticulture within the premises. A comprehensive waste management system has been implemented and through this, bio-degradable food wastes are decomposed and biogas is produced for captive consumption in the hospital canteen which in turn results in reduced LPG cost.

All the vehicles that are operated for the Company adhere to pollution control regulations. Periodic maintenance activities are undertaken to comply with prescribed regulations and vehicle efficiency.

Technology Absorption

As part of its commitment to providing advanced healthcare services, the Company invested in state-of-the-art medical technologies during the year to strengthenitsdiagnostic,surgicalandcancertreatmentcapabilities.

Symbia Pro specta Q3 SPECT/CT System:

This advanced hybrid imaging system combines SPECT and 32-slice CT technology to provide highly accurate diagnostic imaging for cardiology, oncology, neurology, thyroid, bone, and kidney-related disorders. It enhances diagnostic confidence whileimproving workflow efficiency.

United Imaging uCT 780 160 Slice CT Scanner:

The uCT 780 is a high-performance CT scanner that delivers superior image quality with lower radiation exposure. It supports advanced cardiac, neurological, oncology, vascular, and whole-body imaging, enabling faster and more accurate diagnosis.

Getinge MAQUET MAGNUS Operating Table System:

This modular operating table is designed for complex surgical procedures across improve surgical precision, patient safety, and operating positioning room efficiency.

Ethos AI-Enabled Linear Accelerator:

The Ethos system provides personalized cancer treatment through AI-powered adaptive radiotherapy. It automatically adjusts treatment plans based on daily patient imaging, improving tumor targeting while minimizing radiation exposure to healthy tissues.

These technological additions reflect the Company's continued focus on innovation, improved clinical outcomes, enhanced patient care, and operational excellence. Investment in equipment during the year 2025-26 amounts to Rs. 11,845.14 Lakhs.

Foreign Exchange Earnings & Outgo (i) Earnings in Foreign Currency

Foreign Currency amount realized during the year ended March 31, 2026: Rs. 484.01 Lakhs (Previous Year: 672.62 Lakhs)

(ii) Expenditure in Foreign Currency

During the Financial Year 2025-26, foreign currency expenditure was 132.93 Lakhs (Previous Year: 274.13 Lakhs)

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

As on March 31, 2026, the Company has neither provided nor there were any outstanding loans or guarantees covered under the provisions of Section 186 of the Companies Act 2013. The details of Investments covered under the provisions of Section 186 of the Act are given in Note 7 to the financial statements.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

KMCH has an Internal Control System, commensurate with the size, scale and complexity of its operations. Your Company has a proper and adequate system of internal controls. These controls ensure transactionsare authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. ther are operational controls, covering the entire spectrum of internal financial controls. Inaddition, The Audit committee defines the scope and authority of the Internal Auditor. The Audit Committee comprises of professionally qualified Directors, who interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference. A detailed program of internal audits and management review, supplements the process of internal financial control framework.

Tomaintainitsobjectivity reports to the Chairman of the Audit Committee of the Board. The internal auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting proceduresandpolicies locationsof the Company. all Based on the report of internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions proposed to fix the are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has set up vigil mechanism for Directors and Employees to report their genuine concerns, the details of which are given in the Corporate Governance Report. During the Financial Year, no complaints or concerns were received by the Chairman of the Audit Committee under the Vigil Mechanism. Vigil Mechanism and Whistle Blower Policy is available in the Company's website: https://kmchhospitals.com/wp-content/uploads/2025/11/Whistle_Blower_Policy.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act 2013. An Internal Complaint complaints received regarding sexual harassment. During the year 2025-26, no complaints were received by the Company related to sexual harassment.

RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All transactions with Related Parties are at arm's length and in the ordinary course of business duly approved by the Audit Committee of the Board. Hence there are no material in nature requiring disclosure in Form AOC - 2. The Form AOC - 2 is annexed herewith as "Annexure-II" forming part of the report.

The details of Related Party Transactionsduring FY 2025-26, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements. (Refer Note 45) The Board has formulated Policy on Related Party Transactionsand the same is uploaded on the Company's website at https://kmchhospitals.com/wp-content/uploads/2026/05/RPT-Policy-2026.pdf

RISK MANAGEMENT

The steps taken by the Company to mitigate the risk are disclosed under an identical head in the Management Discussion and Analysis forming part of Directors' Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Company's operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made against the Company during the year under the review and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016. The Company has not done any one time settlement with any Bank or Financial Institutions.

HUMAN RESOURCE DEVELOPMENT

Your Company continues to prioritize the development of our human resource. By maintaining a strong focus on retention through employee engagement initiatives, we have helped our employee realize their full potential. Our learning and development programs offer various platforms, including classroom and online self-learning modules, to meet employees' developmentneedsandenhancetheirskills,knowledge,andcapabilities.

The total strength of the employees of the Company as on 31 st March, 2026 was 6,885.

DEPOSITS

As per Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits), Rules 2014, the Company has not accepted any deposits from the public or its members during the year. Hence No deposit is outstanding as on 31.03.2026.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. KSR & Co. Company Secretaries LLP, Coimbatore, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2025-26 to 2029-30. Secretarial Audit Report is annexed herewith as "Annexure - V" forming part of the report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards notified under Section 118 of the Companies Act,

COST AUDIT

In terms of Section 148 and other applicable provisions of the Companies Act 2013, read with Companies (Cost Records and Audit) Rules 2014, Mr.V.Sakthivel, Cost Accountant, M/s RKMS & Associates, Coimbatore was appointed as Cost Auditor of the Company by the Board on recommendation of Audit Committee for the Financial Year 2025-26. The report of the cost auditors will be filed with ROC on due date.

STATUTORY AUDITORS

The members had at the 37th Annual General Meeting th August, 2023 approved the appointment of M/s VKS Aiyer & Co., Chartered Accountants (FRN: 000066S), Coimbatore for a period of five years from 2023-24 to 2027-28. The Statutory Auditor has issued an unmodified opinion on the Financial Statements of the Company as of and for the year ended 31 st March, 2026. Their report on the Companies (Auditor's Report) Order, 2020 ("CARO"), issued by the Central Government of India in terms of section 143(11) of the Act, had certain negative observations/remarks. The Management response to these observations are given below:

1. Non-Registration of Lease Agreements

All Lease Agreements with more than 11 months' tenor, require registration with Department of Revenue, Ministry of Commercial Taxes and Registration, Government of Tamil Nadu. The Company is in the process of registering the Lease Agreements.

2. Non-Registration of

(i) The registration of land and building having a value ofRs 5,931 Lakhs is pending due to disputes, as highlighted in Note 2 to the Financial Statements. The matter is currently sub judice. The Registration of the immovable property will be completed once the matter is resolved.

(ii) The registration of land and building having value of Rs 12,068.63 Lakhs would be completed in due course.

LISTING WITH STOCK EXCHANGE

The equity shares of the Company are listed on BSE Limited and listing fees were paid upto date.

CORPORATE GOVERNANCE

Your Company continues to comply with the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with Practicing Company Secretary's certificate on compliance of the Corporate Governance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Management Discussion & Analysis forming part of this report are provided elsewhere in this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A Business Responsibility And Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective, as required in terms of the provisions of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed separately forms part of this Annual Report.

ACKNOWLEDGEMENTS

The Board also wishes to acknowledge the dedication and commitment of its consultants and employees at all levels and express gratitude for their ongoing contribution to the Company's growth and progress.

For and on behalf of the Board