Max Healthcare Institute : Postal Ballot

Sub: Intimation of dispatch of Notice of Postal Ballot (remote e-voting only)

Dear Sir/Ma 'am,

Pursuant to the provIsIons of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice being sent to the members of the Company for approval of businesses as set out thereunder.

Please note that in accordance with relevant circulars issued by Ministry of Corporate Affairs, from time to time, for holding general meetings/ conducting postal ballot process through e-voting:

(i) the Postal Ballot Notice is being sent only to those 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") (together "Depositories"), as on Tuesday, March 29, 2022 (the "cut-off date") and whose email address is available with the Company/Depositories/Registrar and Share Transfer Agent ("RTA") of the Company i.e. Link lntime India Private Limited;

• (ii) the Company has engaged RTA as the agency to provide remote e-voting facility which will commence from Wednesday, April 06, 2022 at 09 .00 a.m. (1ST) till Thursday, May 05, 2022 at

  5.00 p.m. (1ST);

  .

• (iii) Mr. Devesh Kumar Vasisht (ICSI Membership No. F8488), Partner of Sanjay Grover & .Associates, Practising Company Secretary, New Delhi (Firm Registration No . P2001 DE052900), is the scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner;

• (iv) The results of the Postal Ballot will be declared on or before Saturday, May 07, 2022.

The Postal Ballot Notice are also available on the Company's website atwww.maxhealthcare.in .

Kindly take this intimation on your record.

Thanking you,

For Max Healthca,r. e Institute Limi'ted

(Rue Mahajan)

SVP - Company Secretary & Compliance Officer

Max Health care In stitute Limited

(C IN : L722 00MH2001 PLC 322854 )

Regd .Offi ce: 401 , 4th Floor, Man Exce ll enza , S. V. Road , Vile Parle (West), Mumbai, Maharashtra-400056

Ph one : +91- 22-26101035,

E-mail :secretaria l@maxhealthca re.com ,investors@maxhealthcare.com

Co rp orate Office: 2nd Fl oor, Capital Cyberscape, Sector-59 , Guru gra m, Haryana 1220 11 www .maxhealthcare.in

MAX HEALTHCARE INSTITUTE LIMITED

CIN L72200MH2001PLC322854

MAX

Regd. Office: 401, 4th Floor, Man Excellenza, S. V. Road, Vile Parle (West),

Mumbai, Maharashtra-400056

Corporate Office: 2nd Floor, Capital Cyberscape, Sector-59, Gurugram,

Haryana 122011

Email id-investors@maxhealthcare.com; secretarial@maxhealthcare.com;

Phone: 91-22-26101035; Website:www.maxhealthcare.in

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of theCompanies

(Management and Administration) Rules, 2014]

Dear Shareholders,

NOTICE is hereby given that pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) ("Rules"), circulars issued by the Ministry of Corporate Affairs for holding general meetings / conducting postal ballot process through e-voting vide General Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33 / 2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10 / 2021 dated June 23, 2021 and No. 20/2021dated December 8, 2021 ("MCA Circulars") and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India ("SS-2"), as amended, in view of the COVID-19 pandemic, it is proposed to seek the consent of shareholders of Max Healthcare Institute Limited ("the Company") to transact the businesses as set out hereunder through Postal Ballot by way of voting through electronic means ("e-voting") only.

The Explanatory Statement pursuant to Section 102 of the Act and applicable provisions of SEBI LODR setting out the material facts concerning the resolutions and the reasons thereof is annexed hereto along with the Postal Ballot Notice, for your consideration.

Pursuant to Rule 22(5) of the Rules, the Board of Directors has appointed Mr. Devesh Kumar Vasisht (ICSI Membership No. F8488) Partner of Sanjay Grover & Associates, Practising Company Secretaries, New Delhi (Firm Registration No. P2001DE052900), as the scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

Pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and MCA Circulars, the Company has engaged Link Intime India Private Limited ("LIIPL"/"RTA"), Registrar and Share Transfer Agent of the Company, to provide e-voting facility to the shareholders for casting vote in this postal ballot activity electronically. Shareholders are requested to read the instructions provided in the notes to this Postal Ballot Notice ("notice") to cast their votes electronically.

The e-voting facility will commence from 9.00 a.m. onwards on Wednesday, April 06, 2022 till Thursday, May 05, 2022 upto 5.00 p.m. (both days inclusive). The e-voting module shall be disabled by LIIPL for voting thereafter.

By order of the Board

For Max Healthcare Institute LimitedSd/-

Ruchi Mahajan

SVP- Company Secretary & Compliance Officer Membership no. FCS 5671

Date : April 04, 2022 Place : Gurugram (Haryana)

RESOLUTION NO. 1

APPOINTMENT (DIN-08342577)

OF ASMR.

PRASHANTKUMARNON-EXECUTIVE

NON-INDEPENDENT DIRECTOR OF THE COMPANY

TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:

"RESOLVED THAT in terms of Section 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant provisions of Articles of Association of the Company and based on the recommendation of Nomination & Remuneration Committee and the Board of Directors, Mr. Prashant Kumar (DIN-08342577), nominee of Kayak Investments Holding Pte. Ltd, who was appointed as an Additional Director (Non-Executive Non-Independent Director) by the Board of Directors of the Company with effect from February 13, 2022 and in respect of whom, the Company has received a notice in writing under Section 160 of the Act from him proposing his candidature for the office of Director, be and is hereby appointed as Non-Executive Non-Independent Director of the Company, liable to retire by rotation."

"RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company (including any Committee(s) thereof) and the Company Secretary, be and are hereby severally authorized to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution."

RESOLUTION NO. 2

APPOINTMENT OF MR. GAURAV TREHAN (DIN-03467781) AS NON-EXECUTIVE NON-INDEPENDENT DIRECTOR OF THE COMPANY

TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:

"RESOLVED THAT in terms of Section 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant provisions of Articles of Association of the Company and based on the recommendation of Nomination & Remuneration Committee and the Board of Directors, Mr. Gaurav Trehan (DIN-03467781), nominee of Kayak Investments Holding Pte. Ltd, who was appointed as an Additional Director (Non-Executive Non-Independent Director) by the Board of Directors of the Company with effect from March 15, 2022 and in respect of whom, the Company has received a notice in writing under Section 160 of the Act from him proposing his candidature for the office of Director, be and is hereby appointed as Non-Executive Non-Independent Director of the Company, liable to retire by rotation."

"RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company (including any Committee(s) thereof) and the Company Secretary, be and are hereby severally authorized to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution."

By order of the Board

For Max Healthcare Institute LimitedSd/-

Ruchi Mahajan

SVP- Company Secretary & Compliance Officer Membership no. FCS 5671

Date : April 04, 2022 Place : Gurugram (Haryana)

NOTES:

• 1. Pursuant to Section 102 of the Act, the Explanatory Statement setting out all material facts and reasons for the proposals set out in resolution nos. 1 and 2 is annexed hereto for your consideration.

• 2. In accordance with MCA Circulars, the notice is being sent only by email to all those shareholders 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") (together "Depositories") as on Tuesday, March 29, 2022 (the "cut-off date") and who have registered their email addresses in respect of electronic holdings with the respective Depositories through the concerned Depository Participants/the Company. It is however clarified that all shareholders of the Company as on the cut-off date (including those shareholders who may not have received this notice due to non-registration of their e-mail IDs with the Company or the Depositories) shall be entitled to vote in relation to the resolutions specified in this notice. For this purpose, such shareholders may refer to the instructions.

• 3. Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of shareholder / beneficial owner as on the cut-off date. Any recipient of the notice who was not a shareholder of the Company as on the cut-off date, should treat this notice for information purpose only.

• 4. In compliance with Sections 108 and 110 and other applicable provisions of the Act and the Rules, MCA Circulars, SS-2 and Regulation 44 of SEBI LODR, the Company is pleased to provide e-voting facility for its shareholders to enable them to cast their votes on the resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice which the shareholders are requested to read carefully before casting their vote.

• 5. E-voting portal will remain open for the shareholders to cast their vote from Wednesday, April 06, 2022, 9.00 a.m. till Thursday, May 05, 2022, 5.00 p.m. both days inclusive and the

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