Dr Agarwals Health Care Ltd

Dear Members,

The Board of Directors ("Board") are pleased to present the Company's Fifteenth Annual Report along with the audited financial statements for the year ended March 31, 2025

Financial Performance

The financial performance of the Company for the year ended March 31, 2025 and March 31, 2024 is summarised below:

Rs. in crores

Review of Operations and Performance

During the year under review, the Company achieved a consolidated turnover of H 1,711.00 Crores as compared to H 1,332.15 Crores in financial year 2023-24. On account of efficient operations, the Company has achieved a consolidated after tax net profit of H 110.34 Crores in financial year 2024-25 as compared to the net profit of H 95.05 crore in financial year 2023-24.

At a standalone level, the Company achieved a turnover of H 1,043.89 Crores in financial year 2024-25 as against a turnover of H 835.06 Crores in financial year 2023-24. Further, with respect to the standalone net profit after tax, the Company achieved H 21.93 Crores during the financial year 2024-25 as compared to the net profit of H 23.83 Crores during the financial year 2023-24.

During the year, the company and its subsidiaries have opened 27 new surgical centres, comprising two branches in

Andra Pradesh; three branches in Tamil Nadu; six branches in Telangana; three branches in Punjab; one branch in Uttar Pradesh; three branches in Karnataka; four branches in Maharashtra; one branch in Jammu and Kashmir; one branch in Gujarat and three branches in International locations. The company has opened 31 new primary centres during the year. On May 27, 2025, the Company expanded its operations in a new geography, opened its first eye care facility in the National Capital Region, New Delhi.

Management Discussion and Analysis

As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), the Management Discussion and Analysis forms part of this Annual Report.

Share Capital

As of March 31, 2025, the authorised share capital of the Company is at H 90,00,00,000 divided into: (i) H 54,20,00,000 accrued from 54,20,00,000 equity shares of face value of H 1 each and, (ii) H 35,80,00,000 accrued from 35,80,000 preference shares of face value H 100 each.

The issued, subscribed and paid up equity share capital stands at H 31,58,79,846 consisting of 31,58,79,846 equity shares of H 1 each.

During the year under review pursuant to the shareholder's resolution dated September 05, 2024, 5,42,00,000 equity shares of face value H 10 were sub-divided into 54,20,00,000 equity shares of face value H 1 each.

The details of fresh allotments made during the year are as follows:

During the financial year under review, the Company came out with an Initial Public Offer of its equity shares aggregating to H 3,027.26 Crores, comprising a combination of fresh issue aggregating to H 300 Crores and offer for sale aggregating to H 2,272.26 Crores. The issue was open for subscription from January 29, 2025 to January 31, 2025. The equity shares of the Company have been listed on BSE Limited (BSE) and the National Stock Exchange of India Limited NSE with effect from February 04, 2025.

Transfer to Reserve

The Company has not made any transfer of amounts to general reserve during the year.

Material Changes affecting the Financial Position of the Company

No material changes other than those disclosed as part of this Annual Report, affecting the financial position of the Company have occurred between March 31, 2025 and as on the date of the is Annual Report.

Dividend

The Board does not recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2025 considering that the Company is in growth stage and requires funds to support its growth objectives. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations can be accessed at https://dragarwals.co.in/wp-content/ uploads/2024/09/Dividend-Distribution-Policy.pdf.

Deposits

The Company has not accepted any deposits from the public during the year under review.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

No amount was required to be transferred to Investor

Education and Protection Fund during the year.

Particulars of Loans, Guarantees or Investments

The Company makes investments or extends loans/ guarantees to its subsidiaries for their business purposes as and when required by them for its emergent business requirements. The details of loans, guarantees and investments covered under Sections 185 and 186 of the Companies Act, 2013 ("the Act") along with the purpose for which such loan or guarantee were utilised forms part of the notes to standalone financial statements attached to this Annual Report.

Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014

There was no instance of one-time settlement with any bank or financial institution.

Board and Committee Meetings

The details regarding the meetings of the Board and its Committees thereof are given separately in the report on Corporate Governance as Annexure VII to this Annual

Report. The gap intervening between two meetings of the Board is within the stipulated timeframe prescribed in the Act, and SEBI Listing Regulation.

Committees of the Board

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the report on Corporate Governance forming part of the Annual Report.

The Company has received declaration of independence from the Independent Directors under Section 149(7) of the Act and Regulation 16 (1) (b) and Regulation 25 of the SEBI Listing Regulations confirming that they meet the criteria of independence which has been duly evaluated by the Board. Further, all the Independent Directors have confirmed that they have registered themselves on the Independent Director's data bank maintained by the Indian Institute of Corporate Affairs as mandated by Companies (Appointment and Qualification of Directors)

Rules, 2014. The Independent Directors have complied with the code for Independent Directors prescribed in

Schedule IV to the Act and in the opinion of the Board, the Independent Directors appointed during the year are persons of integrity, expertise and experience (including the proficiency).

Familiarisation Programme for Independent Directors

Disclosure pertaining to familiarisation programme for Independent Directors is provided in the report on Corporate Governance Report forming part of this

Annual Report.

Separate Meeting of Independent Directors

During the year under review, the Independent Directors met on January 23, 2025 without the presence of Non- Independent Directors and members of the management.

Nomination and Remuneration Policy

The Board has, on the recommendation of the

Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, key managerial personnel, senior management personnel and their remuneration. The salient features of the remuneration policy and its details are stated in the report on Corporate Governance. The remuneration policy approved by the Board can be accessed at https://dragarwals.co.in/wp-content/uploads/2024/09/ Nomination-and-Remuneration-Policy.pdf.

Subsidiary Companies

As on March 31, 2025, the Company has five subsidiaries, eight step-down subsidiaries:

Performance of Subsidiaries/ Associates/ Joint Venture

As on March 31, 2025, the Company has five subsidiaries

(out of which one is an overseas subsidiary) and one associate company. Further, the Company does not have any joint ventures. There has been no change in the nature of the business of the subsidiary companies during the year under review. A separate statement containing the salient features of financial statements of subsidiaries, and associate of the Company in the prescribed Form AOC 1 is annexed and forms part of this Annual Report, in compliance with Section 129(3) of the Act.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the Company's website at https://dragarwals.co.in/ wp-content/uploads/2024/09/Policy-for-Determining-Materiality-Subsidiaries.pdf. During the year under review, Dr. Agarwal's Eye Hospital Limited and Orbit Healthcare Services (Mauritius) Limited were material subsidiaries to the Company as per the SEBI Listing Regulations. During the year under review, no company has become or ceased to be a subsidiary, joint venture or associate of the Company; except Dr. Thind Eye Care Private Limited which became a subsidiary by virtue of the share subscription agreement.

Conservation of Energy

The Company is deeply committed to conserve energy in its operations, which leads to optimised energy utilisation and reduction of emission of greenhouse gases.

The Company endeavours to ensure environmental sustainability and integrates eco-conscious practices across its operations. The Company is mindful about environment protection and energy conservation and strives to evolve new technologies to see to that, the infrastructure is more energy efficient. The Company does internal campaigns to promote energy conscious behaviour among the employees. Additionally, the Company has made a conscious shift to LED lights across all its facilities against the traditional lights to reduce the electricity consumption. These LED lights also generate lesser heat resulting in faster cooling at lower electricity consumption.

Technology Absorption

The Company has been a front runner in adopting latest technology. The infrastructure is regularly upgraded to ensure scalability and round the clock availability in all circumstances. Right from migrating critical applications to the cloud and ensuring adequate business continuity, the Company has used technology to improve the work experience of the resources and ensure efficient delivery to the patients. The Company is exploring new technologies and improving the existing technologies applicable to the healthcare business.

Foreign Exchange Earnings and Outgo

(Rs. in crores)

Internal Financial Controls

The Company's internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organisation's pace of growth and increasing complexity of operations. This ensures the safeguarding of assets and properties of the Company and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee, periodically reviews the adequacy and effectiveness of internal control systems and provides guidance to further strengthen them.

22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a safe working environment free from discrimination and harassment for all its employees and associates. The Company has a Policy on Prevention of Sexual Harassment in accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

Internal Complaints Committee (ICC) has also been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

ICC has its presence at corporate offices as well as at all branches. The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at the workplace.

The details relating to number of complaints received and disposed of during financial year 2024-25 are as under:

Number of complaints received during the – Nil financial year Number of complaints disposed off during – Nil the financial year Number of complaints pending at the end of – Nil the financial year

Directors and Key Managerial Personnel

As on March 31, 2025, the Company has ten Directors with an optimum combination of Executive and Non-executive Directors including two Nominee Directors and the Chairperson being a Non-executive Director. The

Board has five Independent Directors including a woman

Independent Director.

The composition of the Board of the Company and other details required under SEBI Listing Regulations are given separately in the report on Corporate Governance as

Annexure VII to this Annual Report.

The following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2025: y Dr. Adil Agarwal, Whole-time Director and Chief

Executive Officer y Dr. Anosh Agarwal, Whole-time Director and Chief

Operating Officer y Mr. Yashwanth Venkat, Chief Financial Officer y Mr. Thanikainathan Arumugam, Company Secretary and Compliance Officer

Changes after March 31, 2025, until the date of the Report

There are no changes after March 31, 2025 until the date of this Annual Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in prescribed format and annexed herewith as

Annexure III to this Annual Report. Further, the Annual

Report and the accounts are being sent to the members excluding the statement as required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Act, the said annexure is open for inspection.

Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and the same will be provided free of cost to the shareholder.

Dr. Agarwal's Health Care Limited Employees Stock Option Scheme 2022

Statement pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 forms part of this Annual Report as Annexure IV.

Report on Corporate Governance

The Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. In compliance to the provisions of Regulation 34 of the SEBI Listing Regulations. Report on Corporate

Governance of the Company forms part of this Annual

Report as Annexure VII.

Reporting of Fraud

No instance of fraud committed against the Company by its officers or employees has been reported by either Statutory Auditor or Secretarial Auditor or Cost Auditor during the year under review.

Statutory Audit

M/s. Deloitte Haskins and Sells, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 11th Annual General Meeting for a period of five years till the conclusion of 16th Annual General Meeting of the Company. The auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer review Board of the ICAI. The audit report for financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark.

The audit report is enclosed with the financial statements in the Annual Report.

Secretarial Audit

In terms of Section 204 of the Act and the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Board appointed Mr. K. Rajagopalan, Practicing Company Secretary as Secretarial

Auditor to conduct the audit of Secretarial Compliance of the Company for financial year 2024-25.

The Secretarial Audit Report of the Company in form

MR 3 for financial year 2024-25 is enclosed as Annexure I to this Annual Report and it does not contain any qualification, reservation or adverse remark.

Internal Audit

M/s. RGN Price & Co., Chartered Accountants, were appointed as Internal Auditors of the Company to periodically audit the adequacy and effectiveness of the internal controls laid down by the management. During the year, no material weakness in our operating effectiveness was observed.

During the financial year 2024-25, the Internal Audit Report does not contain any qualification, reservation or adverse remark.

Cost Records and Cost Audit

In terms of Section 148 of the Act read with Rule 6(2) of the Companies (Cost Records and Audits) Rules, 2014, the Board appointed M/s. BY & Associates, Cost Accountants in practice to undertake Cost Audit of the Company for financial year 2024-25. Further, for financial year 2024-25, the Cost Auditors have provided no qualification or adverse remark in the Cost Audit Report and provided an unmodified opinion. The Company maintains the cost records as per the provisions of Section 148(1) of the Act and rules and regulations made thereunder.

Whistle Blower/Vigil Mechanism

The Company believes in promoting a culture of trust and transparency and the vigil mechanism resonates it. The Company has adopted a vigil mechanism as envisaged in the Act and the SEBI Listing Regulations, and is implemented through the Company's whistle blower policy which forms a part of the Code of Conduct.

The whistle blower policy outlines the method and process for the stakeholders to voice genuine concerns about unethical conduct that may be an actual or threatened breach with the Company's Code of Conduct.

The policy aims to ensure that genuine complainants are able to raise their concerns in full confidence, without any fear of retaliation or victimisation and also allows for anonymous reporting of complaints and makes provision for direct access to the Chairman of the

Audit Committee. The vigil mechanism/whistle blower policy is available on the Company's website at https:// dragarwals.co.in/wp-content/uploads/2024/09/Vigil-Mechanism-Whistle-Blower-Policy.pdf

Secretarial Standards

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and shareholders (SS-2).

Extract of Annual Return

In accordance with Sections 134(3)(a) and 92(3) of the Act the draft annual return in form MGT 7 is placed on the website at https://dragarwals.co.in/dr-agarwals-health-care/#annual-return

Related Party Transactions

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the policy on related party transactions and the related party framework, formulated and adopted by the Company.

All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arm's length. All transactions entered into with related parties were approved by the Audit Committee of the

Company. During the year under review, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy on related party transactions or which is required to be reported in Form No. AOC 2 in terms of Section 134(3)(h) read with Section 188 of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form No. AOC 2. Transactions with related parties, as per requirements of Indian Accounting Standard 24 and Schedule V of SEBI Listing Regulations are disclosed in the note no. 53 and 59 of the notes forming part of the standalone and consolidated financial statements respectively in the Annual Report. The form is enclosed as Annexure II.

In line with the requirement of the Act and the SEBI

Listing Regulations, as amended, the Company has formulated a policy on related party transactions for identifying, reviewing, approving and monitoring of related party transactions and the same is available on the website of the Company at https://dragarwals.co.in/ wp-content/uploads/2024/09/Policy-on-Related-Party-Transactions.pdf.

Code of Business Conduct and Ethics

The Board has approved a Code of Conduct and Ethics in terms of Schedule V of the Act and SEBI Listing Regulation.

All the Board members and the senior management have confirmed compliance with the code for the year ended

March 31, 2025. The Annual Report contains a declaration to this effect signed by the Chief Executive Officer as

Annexure B.

Details of Significant and Material orders passed by Regulators or Courts or Tribunals

There are no significant/material orders passed by the

Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

Risk Management

The Company implemented a risk management framework and has in place a mechanism to inform the Board about risk management and minimisation procedures and periodical review to ensure that risks are controlled by the framework.

Evaluation of Board's Performance

The performance of the Board was evaluated after seeking inputs from all the Directors. The Board has carried out an evaluation of its own performance, Committees as a whole, Independent and Non-independent Directors and that of its Directors individually. The manner in which the evaluation has been carried out is explained in the report on

Corporate Governance.

Change in nature of business

There were no change in the nature of business of the

Company during the financial year.

Insolvency and Bankruptcy Code

During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility

Policy) Rules, 2014, and amendment thereof, the Board has constituted a Corporate Social Responsibility (CSR)

Committee. The composition of the CSR Committee is provided in the report on Corporate Governance, which forms part of this Annual Report.

A brief outline of the CSR philosophy, the CSR initiatives undertaken during financial year 2024-25 together with progress thereon and the report on CSR activities in the prescribed format, as required under Section 134(3)(o) read with Section 135 of the Act, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure V to this Annual Report and the CSR Policy can be accessed at https://dragarwals. co.in/wp-content/uploads/2024/09/Corporate-Social-Responsibility-Policy.pdf.

Director's Responsibility Statement

In terms of Section 134 (5) of the Act, the Board, to the best of their knowledge and ability, confirm: i. That in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures. ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 March 31, 2025, and of the profit and loss of the Company for the year under review. iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Directors have prepared the annual accounts on a going concern basis.

v. 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 vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

Acknowledgement and Appreciation

The Directors wish to thank all the employees for their contribution, support and continued commitment throughout the year. The Directors take this opportunity to thank the shareholders, financial institutions, vendors, banks, customers, suppliers and regulatory and governmental authorities for their continued support to the Company.