Global Health : Shareholders meeting

RAHUL RANJAN

Digitally signed by

RAHUL RANJAN Date: 2022.12.26 15:25:57 +05'30'

Dear Member(s),

Notice is hereby given that pursuant to provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 ('the Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021 and 3/ 2022 dated 5th May, 2022, issued by the Ministry of Corporate Affairs, Government of India ('MCA Circulars'), Secretarial Standard on General Meetings ('SS-2') issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution(s) set out in this Notice are proposed to be passed by the Members of Global Health Limited ('the Company') through postal ballot ('Postal Ballot')/ remote e-voting('e-voting').

The proposed resolutions along with the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act read with rules framed thereunder, setting out the material facts and reasons thereof are annexed to this Notice along with Postal Ballot Form for your consideration. The relevant details of the Director under Regulation 36(3) of SEBI Listing Regulations and in terms of Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, are also annexed to the Notice.

The Board of Directors of the Company in compliance with Rule 22(5) of the Companies (Management and Administration) Rules, 2014, has appointed M/s Mukesh Agarwal

• Co., Company Secretary in Whole Time Practice , as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions indicated in the Notice and Postal Ballot Form and return the Postal Ballot Form duly filled in and signed along with your vote, as Assent (FOR) or Dissent (AGAINST) for the said resolutions in the enclosed self-addressed postage pre-paid envelope ('Business Reply Envelope'), so as to reach at the Company's Address at "Medanta - The Medicity", Sector 38, Gurgaon, Haryana - 122001 to the Scrutinizer on or before 5.00 p.m. (IST) on Saturday, 28th January, 2023. If any Postal Ballot Form is received after 5.00 p.m. on Saturday, 28th January, 2023, it will be considered that no reply from such member has been received and such Postal Ballot would not be considered. The Business Reply Envelope also bears the address of the Company, where the duly filled Postal Ballot Form to be sent.

Pursuant to the provision of Sections 108 and 110 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, the Company is also offering e-voting facility to all its members to enable them to cast their votes electronically. The Company has engaged the services of KFin Technologies Limited ('KFin') for the purpose of providing e-voting facility to all its Members. Members are requested to follow the procedure as stated in the Notes for casting of votes by e-voting.

After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman of the Company or any authorised person of the Company on or before Monday, 30th January, 2023 and the results of the Postal Ballot (including voting through electronic means) will be announced on Monday, 30th January, 2023. The said results along with the Scrutinizer's Report shall be placed on the Company's website www.medanta.organd on the website of KFin at https://evoting.kfintech.com. The Company shall also intimate the results to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

The proposed resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting /receipt of postal ballot forms, i.e. Saturday, 28th January, 2023.

SPECIAL BUSINESS(S):

1. Appointment of Mr. Pankaj Prakash Sahni as a Director and Whole time Director

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT, in accordance with the provisions of Sections 152, 196 and 197 read with Schedule V of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Pankaj Prakash Sahni (DIN: 07132999) be and is hereby appointed as a Director, liable to retire by rotation and also a Whole-time Director of the Company, to be designated as Group CEO & Director for a period of five years with effect from 1st January, 2023, at a consolidated remuneration up to Rs. 7.5 Crore with authority vested with Nomination & Remuneration

Committee (NRC) of the Board and in absence of the NRC, the Board of Directors to determine his remuneration from time to time and other conditions as set out in the Explanatory Statement annexed to the Notice.

RESOLVED FURTHER THAT in addition to the aforesaid remuneration he shall be entitled to perquisites in form of Company provided car, driver salary, mobile / telephone facility, reimbursement of traveling, boarding and lodging expenses and other amenities as may be incurred by him from time to time, in connection with the Company's business, as per applicable policies of the Company.

RESOLVED FURTHER THAT any one of the Directors and Company Secretary of the Company be and are hereby severally authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution."

2. Ratification of Global Health Limited Employee Stock Option Plan 2016: To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in partial modification of earlier resolution(s) passed by the members of the Company approving the 'Global Health Limited Employee Stock Option Plan 2016' ('ESOP 2016'), and pursuant to the provisions of Section 62 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 and applicable rules made there under (including any amendment(s), statutory modification(s) or re- enactment thereof) ('Act') and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI (SBEB & SE) Regulations'), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), and such other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued/ to be issued thereon by the Ministry of Corporate Affairs ('MCA'), the Reserve Bank of India ('RBI'), the Securities and Exchange Board of India ('SEBI'), the BSE Limited and National Stock Exchange of India Limited ('Stock Exchanges') where the equity shares of the Company are listed and/or any other regulatory/ statutory authorities under any other applicable law, from time to time (hereinafter severally or collectively referred to as the "Appropriate Authorities") to the extent applicable and subject to the term(s), condition(s), modification(s), consent(s), sanction(s) and approval(s) of any of the Appropriate Authorities and guidelines and clarifications issued thereon from time to time, the ('ESOP 2016'), as formulated and approved by the members of the Company on July 13, 2016 , duly amended on September 17, 2021 prior to the Initial Public Offer ('IPO') of the Company, be and is hereby ratified and approved within the meaning of SEBI (SBEB & SE) Regulations, as detailed in explanatory statement annexed hereto.

RESOLVED FURTHER THAT the equity shares to be allotted by the Company shall rank pari passu in all respects with the existing equity shares of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to facilitate the issue /allotment of the equity shares upon exercise of options, from time to time, in accordance with the ESOP 2016, subject to the condition that no fresh grant of options shall be made under ESOP 2016.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the equity shares to be allotted under the ESOP 2016 on the Stock Exchanges as per the provisions of the SEBI Listing Regulations, SEBI (SBEB & SE) Regulations and other applicable laws, regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorized without prejudice to the generality of the above, but subject to the terms, as approved by the members, to implement, formulate, evolve, decide upon and bring into effect the ESOP 2016 on such terms and conditions as broadly contained in the explanatory statement and to make any further modification(s), change(s), variation(s), alteration(s) or revision(s) in the terms and conditions of the ESOP 2016 (within the contours of ESOP 2016), from time to time, including but not limited to, amendment(s) with respect to vesting conditions, period and schedule, exercise price, exercise period, performance/ eligibility criteria for grant/ vesting or to suspend, withdraw, terminate or revise the ESOP 2016 in such a manner as the Board or any other person authorized by the Board may determine.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things including but not limiting to sign deeds, documents, letters and such other papers as may be necessary, desirable and expedient to give effect to this resolution including to make applications to any regulatory/ governmental authority/ third parties, as may be required, and to the Stock Exchanges to seek their in-principle and final approval for the listing and trading of equity shares allotted pursuant to ESOP 2016, in accordance with the provisions of SEBI (SBEB & SE) Regulations/ SEBI Listing Regulations, applicable provisions under the Act and the rules framed thereunder.

3. Ratification of Global Health Limited Employee Stock Option Plan 2021 To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in partial modification of earlier resolution passed by the members of the Company approving the 'Global Health Limited Employee Stock Option Plan 2021' ('ESOP 2021'), and pursuant to the provisions of Section 62 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 and applicable rules made there under (including any amendment(s), statutory modification(s) or re-enactment thereof) ('Act') and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI (SBEB & SE) Regulations'), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), and such other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued/ to be issued thereon by the Ministry of Corporate Affairs ('MCA'), the Reserve Bank of India ('RBI'), the Securities and Exchange Board of India ('SEBI'), the BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges") where the equity shares of the Company are listed and/or any other regulatory/ statutory authorities under any other applicable law, from time to time (hereinafter severally or collectively referred to as the "Appropriate Authorities") to the extent applicable and subject to the term(s), condition(s), modification(s), consent(s), sanction(s) and approval(s) of any of the Appropriate Authorities and guidelines and clarifications issued thereon from time to time, the ('ESOP 2021'), as formulated and approved by the members of the Company on September 17, 2021 prior to the Initial Public Offer ('IPO') of the Company, within the meaning of SEBI (SBEB & SE) Regulations, as detailed in explanatory statement annexed hereto, and the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the 'Board' which term shall be deemed to include the Nomination & Remuneration Committee of the Company ('NRC'), constituted by the Board to exercise its powers, including the powers, conferred by this resolution, to create, offer, issue, grant and allot options, at any time, to or for the benefit of the employee(s) /directors of the Company (as may be permitted under applicable laws) under ESOP 2021.

RESOLVED FURTHER THAT the equity shares to be allotted by the Company shall rank pari passu in all respects with the existing equity shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as right issues, bonus issues, merger and sale of division and others, if any additional equity shares are required to be issued to the option grantees for the purpose of making a fair and reasonable adjustment to the employee stock options granted earlier, the ceiling in terms specified above shall be deemed to be increased to the extent of such additional equity shares required to be issued.

RESOLVED FURTHER THAT the Board be and is hereby authorised to facilitate the issue /allotment of the equity shares upon exercise of options, from time to time, in accordance with the ESOP 2021.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the equity shares to be allotted under the ESOP 2021 on the Stock Exchanges as per the provisions of the SEBI Listing Regulations, SEBI (SBEB & SE) Regulations and other applicable laws, regulations.

RESOLVED FURTHER THAT the Board be and is hereby also authorized at any time to modify, change, vary, alter, amend, suspend or terminate ESOP 2021 subject to the compliance with the applicable laws and regulations and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard without being required to seek any further consent or approval of the Shareholders and further to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of ESOP 2021 and do all other things incidental and ancillary thereof.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things including but not limiting to sign deeds, documents, letters and such other papers as may be necessary, desirable and expedient to give effect to this resolution including to make applications to any regulatory/ governmental authority/ third parties, as may be required, and to the Stock Exchanges to seek their in-principle and final approval for the listing and trading of equity shares allotted pursuant to ESOP 2021, in accordance with the provisions of SEBI (SBEB & SE) Regulations/ SEBI Listing Regulations, applicable provisions under the Act and the rules framed thereunder.

4. Ratification of Global Health Limited Employee Stock Option Plan 2021 to the eligible employees and directors of the Subsidiary Company (ies) and/or Holding Company, if any, of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in partial modification of earlier resolution passed by the members of the Company approving the 'Global Health Limited Employee Stock Option Plan 2021' ('ESOP 2021'), and pursuant to the provisions of Section 62 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 and applicable rules made there under (including any amendment(s), statutory modification(s) or re-enactment thereof) ('Act') and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI (SBEB & SE) Regulations', Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and such other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued/ to be issued thereon by the Ministry

of Corporate Affairs ('MCA'), the Reserve Bank of India ('RBI'), the Securities and Exchange Board of India ('SEBI'), the BSE Limited and National Stock Exchange of India Limited ('Stock Exchanges') where the equity shares of the Company are listed and/or any other regulatory/ statutory authorities under any other applicable law, from time to time (hereinafter severally or collectively referred to as the "Appropriate Authorities") to the extent applicable and subject to the term(s), condition(s), modification(s), consent(s), sanction(s) and approval(s) of any of the Appropriate Authorities and guidelines and clarifications issued thereon from time to time, the ('ESOP 2021'), as formulated and approved by the members of the Company on September 17, 2021 prior to the Initial Public Offer ('IPO') of the Company, within the meaning of SEBI (SBEB & SE) Regulations, as detailed in explanatory statement annexed hereto, and the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the 'Board' which term shall be deemed to include the Nomination & Remuneration Committee of the Company ('NRC'), constituted by the Board to exercise its powers, including the powers, conferred by this resolution, to create, offer, issue, grant and allot options, at any time, to or for the benefit of the eligible employees and directors of the Company's subsidiary company(ies) or associate company, in India or outside India, or of a holding Company of the Company (as may be permitted under applicable laws) under ESOP 2021.

RESOLVED FURTHER THAT the equity shares to be allotted by the Company shall rank pari passu in all respects with the existing equity shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as right issues, bonus issues, merger and sale of division and others, if any additional equity shares are required to be issued to the option grantees for the purpose of making a fair and reasonable adjustment to the employee stock options granted earlier, the ceiling in terms specified above shall be deemed to be increased to the extent of such additional equity shares required to be issued.

RESOLVED FURTHER THAT the Board be and is hereby authorised to facilitate the issue /allotment of the equity shares upon exercise of options, from time to time, in accordance with the ESOP 2021.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the equity shares to be allotted to eligible employees and directors of the Company's subsidiary company(ies) or associate company, in India or outside India, or of a holding company of the Company under the ESOP 2021 on the Stock Exchanges as per the provisions of the SEBI Listing Regulations, SEBI (SBEB & SE) Regulations and other applicable laws, regulations.

RESOLVED FURTHER THAT the Board be and is hereby also authorized at any time to modify, change, vary, alter, amend, suspend or terminate ESOP 2021 subject to the compliance with the applicable laws and regulations and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard without being required to seek any further consent or approval of the Shareholders and further to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of ESOP 2021 and do all other things incidental and ancillary thereof.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things including but not limiting to sign deeds, documents, letters and such other papers as may be necessary, desirable and expedient to give effect to this resolution including to make applications to any regulatory/ governmental authority/ third parties, as may be required, and to the Stock Exchanges to seek their in-principle and final approval for the listing and trading of equity shares allotted pursuant to ESOP 2021, in accordance with the provisions of SEBI (SBEB & SE) Regulations/ SEBI Listing Regulations, applicable provisions under the Act and the rules framed thereunder.

5. Amendment in Articles of Association of the Company

To consider and if thought fit to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 14 and the other applicable provisions of the Companies Act, 2013 and rules made thereunder, the applicable provisions of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended and in accordance with the enabling provisions of the memorandum and articles of association of the Company, in order to align the articles of association with the requirements of the relevant stock exchanges where the equity shares of the Company are listed, the approval of the Members be and is hereby accorded, to adopt Part I including Article 111(b) of Part I and terminate Part II of the existing Articles of Association ('AOA'), in modification for, and to the exclusion of, the Articles of Association currently in force.

RESOLVED FURTHER THAT any one of the Directors and Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem necessary, proper or desirable for such purpose, including to make any filings, furnish any returns or submit any other documents to any government, statutory or regulatory authorities as may be required to give effect to this resolution."

NOTES:

1. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Postal Ballot Notice is being sent in electronic form as well as in physical copies along with Postal Ballot Form and self-addressed postage pre-paid envelope, to all the members whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (NSDL & CDSL together refer as "Depositories") respectively, as on Friday, 16th December, 2022 ('cut-off date').
   A copy of Postal Ballot Notice along with Ballot Paper shall also be available on the website of the Company www.medanta.org, the website of KFin Technologies Limited ('KFin') (the Registrar and Share Transfer Agent (RTA) and also the agency engaged for providing e-voting facility) at https://evoting.kfintech.comand National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).
2. Member(s) whose names appear on the Register of Members/List of Beneficial Owners as on the cut-off date Friday, 16th December, 2022 will be considered for the purpose of voting/e-voting. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.
3. The Member can opt for only one mode of voting i.e., either by Postal Ballot or e-voting. In case members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through Postal Ballot forms will be treated as invalid.
4. Corporate / Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to magarwalandco@gmail.comwith a copy marked to evoting@Kfintech.com
5. Postal Ballot Form should be completed and signed by the member(s) as per the specimen signature registered with the Company/Depository Participants. In case of joint holding, this Form should be completed and signed by the first named member and in his/her absence, by the next named member.
6. The consent must be accorded by recording the assent in the column 'FOR' and dissent in the column 'AGAINST' by placing ( ) in the appropriate column.
7. A Member cannot exercise his/her vote through proxy on Postal Ballot. There will be only one Postal Ballot Form for every Client ID/Folio No. irrespective of the number of joint holders.
8. Member(s) desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in the enclosed prepaid postage self-addressed envelope. Postage of such envelope will be borne and paid by the Company. The Postal Ballot Form may also be deposited personally at the address given on the prepaid postage self-addressed envelope. The duly completed Postal Ballot Form should reach at the Company's address at "Medanta - The Medicity", Sector 38, Gurgaon, Haryana - 122001 to the Scrutinizer on or before 5.00 p.m. (IST) on Saturday, 28th January, 2023 to be eligible for being considered, failing which it will be strictly considered that no reply has been received from the member.
9. The instructions for e-voting are annexed to this Notice. The e-voting period facility will be available during the following period:

Commencement of E-voting 09:00 A.M. (IST) on 29th December, 2022 (Thursday)

The remote e-voting will not be allowed beyond the aforesaid date and time, and the e-voting module shall be disabled by KFin upon expiry of the aforesaid period.

((j) The resolution, if passed by the requisite majority of the members through Postal Ballot including voting by electronic means shall be deemed to have been passed on the last date specified for e-voting / receipt of postal ballot forms, i.e. 28th January 2023.

1. All relevant documents referred in this Notice and the Explanatory Statement shall be open for inspection by the Members at the registered office of the Company at Medanta - Mediclinic, E-18, Defence Colony, Delhi-110024 during the business hours on all working days from the date of dispatch of the Notice till the last date for voting.
2. Any person holding shares in physical form and non-individual shareholders holding shares as on the Cut-off Date, may obtain the login ID and password by sending a request at evoting@kfintech.com. The detailed process and manner for remote e-voting are explained herein below:

A . E-voting procedure for individual shareholders holding securities in demat:

1. Method of log-in directly from the website of Depositories:
   NSDL

1. User already registered for IDeAS facility

1. URLhttps://eservices.nsdl.com
2. Click on "Beneficial Owner" icon under 'IDeAS' section
3. On the new page, enter User ID and Password. Post successful authentication, click on 'Access to e-voting'.

1. Click on the link against Global Health Limited or e-voting service provider 'KFin Tech' and you will be redirected to e-voting service provider website for casting the vote during the remote e-voting period.

2. User not registered for IDeAs e-services

Register on link: https://eservices.nsdl.comand select 'Register online for IDeAS' by completing the required fields and follow the instructions given below:

1. URLhttps://www.evoting.nsdl.com/
2. Click on the icon 'Login' which is available under 'Shareholder/ Member' section.
3. Enter User ID (i.e. 8 digit DP ID followed by 8 digit Client ID of the demat account number held with NSDL), Password/ OTP and a verification code as shown on the screen.
4. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page.

v. Click on the link against Company`s name i.e 'Global Health Limited' or e- voting service provider name i.e 'KFin Tech' and you will be redirected to e- voting service provider website for casting the vote during the remote e- voting period.

Shareholders/ Members can also download NSDL App "NSDL Speede' facility by scanning the QR code given below for seamless voting experience.

QR code for Apple and Google Play

CDSL

1. User who have opted for CDSL Easi./ Easiest
2. 1. URLhttps://https://web.cdslindia.com/myeasinew/home/loginor URL www.cdslinda.comand click on New System Myeasi
   2. Login with user id and password
   3. Option will be made available to reach e-voting page without any further authentication
   4. Click on e-voting service provider name to cast your vote.
3. User not registered for Easi/Easiest
   Register on link : https://https://web.cdslindia.com/myeasinew/Registration/ EasiRegistrationand register by completing the required fields.
4. By visiting the e-voting website of CDSL
5. 1. URL www.cdslindia.com
   2. Provide demat account number and PAN
   3. System will authenticate user by sending OTP on registered mobile & email as recorded in demat account.

After successful authentication, user will be provided links for the respective e- voting service provider (ESP) where the e-voting is in progress.

1. Method of login for individual shareholders securities in demat mode through their Depository Participants.
   Members can also login using the login credentials of their demat account through a depository participant registered with NSDL/ CDSL for e-voting facility. Once logged in, you will be able to see e-voting option. Click on e-voting option and you will be redirected to NSDL/ CDSL Depository site after successful authentication. Click on the link against Company`s name i.e 'Global Health Limited' or e-voting service provider name i.e 'KFin Tech' and you will be redirected to e-voting service provider website for casting the vote during the remote e-voting period.
   Important : Members who are unable to retrieve their user ID/ Password are advised to use Forgot User ID and Forgot Password option available at above mentioned website.
   Members facing any technical issue in login can contact the helpdesk of the respective Depositories by sending a request on the following email addresses or contact on the following phone numbers i.e. NSDL - email: evoting@nsdl.co.in, toll free numbers 1800 1020 990/ 1800 22 44 30; or CDSL - email: helpdesk.evoting@cdslindia.com, phone numbers: 022 - 23058738/ 022- 23058542-43.

B . Method of login for Members holding securities in physical form

1. Any person holding shares in physical form and non-individual shareholders holding shares as on the Cut-off Date, may obtain the login ID and password by sending a request at evoting@kfintech.com. The details of the process and manner of remote e-voting are given below:
2. 1. Initial password is provided in the body of the email.
   2. Launch internet browser and type the URL:https://evoting.kfintech.comin the address bar.
   3. Enter the login credentials, i.e. user ID and password mentioned in your email. Your folio no./ DP ID Client ID will be your user ID. However, if you are already registered with KFin for e-voting, you can use your existing user ID and password for casting your votes

1. After entering the details appropriately, click on LOGIN.
2. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9), and a special character (@,#,$ etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
3. You need to login again with the new credentials.
4. On successful login, the system will prompt you to select the EVENT i.e. Global Health Limited

(vi)On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/ dissenting to the resolution, enter all shares and click 'FOR'/'AGAINST' as the case may be or partially in 'FOR' and partially in 'AGAINST', but the total number in 'FOR' and/or 'AGAINST' taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option 'ABSTAIN' and the shares held will not be counted under either head.

1. Members holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat account.

(Viii) Cast your votes by selecting an appropriate option and click on 'SUBMIT'. A confirmation box will be displayed. Click 'OK' to confirm, else 'CANCEL' to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

Query/ Grievance: In case of any query and/or grievance, in respect of remote e- voting, Members may refer to the Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com(KFin website) or email at einward.ris@kfintech.comor call on toll free No. 1800-309-4001 for any further clarifications. Members can also contact at KFin Technologies Limited, Unit: Global Health Limited, Selenium Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Rangareddi, Telangana, Hyderabad - 500032 India.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF NOTICE

Item No. 1

The Board of Directors, on the recommendation of Nomination and Remuneration

Committee (NRC), had appointed Mr. Pankaj Prakash Sahni (DIN: 07132999) as an Additional Director and Whole Time Director of the Company with effect from 1st January, 2023 to be designated as Group CEO & Director.

Mr. Sahni is neither disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 nor debarred from holding the office of Director pursuant to any SEBI Order.

The Company has received from Mr. Sahni (i) consent in writing to act as director in form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014 and (ii) intimation in form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules 2014, to the effect that he is not disqualified under subsection (2) of Section 164 of the Companies Act, 2013.

Mr. Pankaj Sahni has been associated with the Company since December 1, 2010 as Chief Operating Officer and was appointed as Chief Executive Officer (CEO) of the Company with effect from September 15, 2017 and currently, he is the Group Chief Executive Officer of the Company.

Mr. Pankaj Sahni, has played pivotal role in leading the organization as Chief Executive Officer, managing day to day operations of the Company and the facilities housed under the Company at different locations in different functions. In addition, he plays a supervisory role for the operations of facilities housed under subsidiaries of the Company.

Mr. Sahni has spent over 12 years with the Company and led the growth of Medanta from one hospital in Gurgaon to a network of 5 multi-speciality hospitals, 1 under construction hospital and 6 clinics across 8 cities. Furthermore, he led the Company to a successful listing on National Stock Exchange of India Limited and BSE Limited on 16th November, 2022.

The Board, based on recommendation of Nomination and Remuneration Committee, held on July 25, 2022 has approved his remuneration up to Rs. 6.5 crore per annum, for a period of 3 years starting from FY 2022-23 as the CEO with authority vested with NRC to determine actual remuneration from time to time, within aforesaid overall limit. He is also be eligible for a Company provided car and reimbursement of driver salary in addition to other perquisites. The aforesaid upper limit of Rs. 6.5 Crore per annum was duly approved by the Shareholders of the Company at the Annual general Meeting held on 5th September, 2022. His remuneration for the FY 2022-23 was fixed at Rs. 4.02 Crore including a variable payout of Rs. 80.50 lakhs and other perquisites.

In order to increase the bench strength keeping in view long term horizon and succession planning, the Board, based on recommendation of Nomination and Remuneration Committee, held on December 22, 2022 had appointed him as Additional Director and Whole-time Director of the Company, liable to retire by rotation for a period of 5 years w.e.f. 1st January, 2023. The Board considers that his association as a Whole Time Director will be beneficial to and in the interest of the Company, as he has necessary expertise, knowledge and business acumen to drive the business and create value for its all stakeholders. It is proposed to fix the overall limit (other than perquisites and benefits) on remuneration of Mr. Sahni at Rs. 7.5 Crore per annum with authority vested with NRC/Board to determine actual remuneration from time to time provided that the remuneration for the FY 2022-23 (including that has already been drawn in his capacity as Group CEO) should not exceed Rs. 4.02 Crore including a variable pay out of Rs. 80.50 lakhs.

The aforesaid remuneration is within the permissible limits of remuneration i.e. 5% of the Net Profits for the FY 2021-22.