Dr Agarwals Eye Hospital Ltd Directors Report

The Board of Directors take pleasure in presenting the thirty-second annual report of the Company together with the audited financial statements for the year ended March 31, 2026

Performance:

The highlights of the financial performance of your company are as under:

Course of business and outlook / business performance:

During the year under review, the company had clocked a turnover of 470.87 crores, as compared to 397.15 crores in the previous financial year. The profit before tax is at 93.61 crore as compared to previous years profit before tax of 70.70 crore.

Share Capital:

The authorized equity share capital as on March 31, 2026, was 20 crores divided into 2 crores equity shares of 10 each. The paid up equity share capital as on March 31, 2026, was 4.83 crore divided into 0.48 crore equity shares of 10 each. There has been an increase in the paid-up share capital of the Company during the financial year on account of the preferential issue of 1,32,827 Equity Shares of 10 each amounting to 13,28,270 to Dr. Agarwals Health Care Limited, the Holding Company.

Particulars of Subsidiaries, Associates and Joint venture Companies:

The Company has no Subsidiaries, Associates and Joint ventures during the financial year 2025-26.

Dividend:

The Board of Directors have recommended a dividend of 4.00 (40%) per equity share of face value of 10 each as final dividend.

Interim Dividend:

During the financial year 2025-26, the Board of Directors, in their meeting held on October 30, 2025, declared an interim dividend of 3.00 per equity share of 10 and the same was credited on November 26, 2025.

Meetings:

During the financial year, the Board of Directors of the Company met six (6) times. The details regarding the board meetings and committee meetings are given separately in the report on corporate governance as Annexure V to this report. The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Transfer to Reserves:

During the year under review, no amount has been transferred to the general reserve of the Company.

Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the report:

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

Particulars of loans, guarantees or investments:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013, during the financial year 2025-26.

Internal Control Systems and their Adequacy:

The company has an adequate system of internal control in place, which has been designed to provide reasonable assurance with regard to maintaining proper accounting controls, monitoring the operations, protecting assets from unauthorized use or losses, compliance with regulation and for ensuring reliability of financial reporting. The internal audit function is carried out by independent firm of Chartered Accountants. The scope and authority of the internal audit is defined by the audit committee. The internal audit reports are placed before the audit committee for its review and the internal auditors attend the audit committee meetings.

Directors / Key Managerial Personnel:

In accordance with Section 152 of the Companies Act 2013, as per the articles of association of the Company and the recommendation of the Board of Directors, Dr. Adil Agarwal, Whole-Time Director, retires by rotation at the ensuing annual general meeting, and being eligible offers himself for reappointment.

There were no changes in the composition of the Board of Directors/Key Managerial Personnel during the year.

The composition of the Board of Directors of the Company and other details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given separately in the report on corporate governance as Annexure V to this report.

The following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2026:

• Dr. Amar Agarwal, Chairman cum Managing Director

• Dr. Athiya Agarwal, Whole-Time Director

• Mr. Yashwanth Venkat, Chief Financial Officer

• Ms. Meenakshi Jayaraman, Company Secretary and Compliance Officer

Declaration from Independent Directors:

The Company has received necessary declaration from all the independent directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, all the independent directors have confirmed that they have registered themselves on the independent directors 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 Companies Act, 2013 and in the opinion of the Board, the independent directors appointed during the year are people of integrity, expertise and experience (including proficiency).

Separate meeting of Independent Directors:

During the year under review, the independent directors met on February 16, 2026, without the presence of nonindependent directors and members of the management.

Board Evaluation:

The nomination and remuneration committee as well as the board have evaluated the performance of the board as a whole, various committees and also of the individual directors. The manner in which the evaluation was carried out has been disclosed in the corporate governance report attached to this report. A structured analysis is done after taking into consideration the inputs received from directors, covering various aspects of the Boards functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual directors including the chairman of the board, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders etc.

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 are stated in the corporate governance report. The remuneration policy approved by the Board of Directors is uploaded on the website of the Company https://dragarwals.co.in/dr- agarwals-eye- hospital/#corporate-policies-codes

In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 the draft annual return in form MGT 7 is placed on the website at https://dragarwals.co.in/dr- agarwals-eye-hospital/

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, 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 I to this Directors Report along with the statement as required under Rule 5(2)&(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the Annual Report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, 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.

Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Board of Directors and the Audit Committee, the members in the 31st Annual General Meeting have appointed Mr. Subramanian Chandrasekar, Practicing Company Secretary (Membership No: FCS 6773) to undertake the secretarial audit of the Company for a term of 5 consecutive years, from the financial year ending March 31, 2026 till March 31, 2030. The secretarial audit report is annexed as Annexure II to this report.

There are no observations in the secretarial audit report.

Management Discussion & Analysis report:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), the management discussion and analysis report is annexed as Annexure III to this report.

Risk management:

The Company continues to have an effective risk management process in place. The management and the board continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the management are annexed as part of the management discussion and analysis report.

Significant & material orders passed by the Regulators or Courts or Tribunals:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

The members are requested to note that:

a) The Board of Directors of the Company at its meeting held on August 27, 2025, had considered, adopted and reviewed various documents, reports, certifications etc. in connection with the scheme of amalgamation of the Company, Dr. Agarwals Eye Hospital Limited ("Transferor Company") with Dr. Agarwals Health Care limited ("Transferee Company") and their respective shareholders and creditors ("Scheme") and approved the draft Scheme and its submission with the Stock Exchange(s);

b) In accordance with the provisions of Regulation 37 of the SEBI Listing Regulations, the Company had received the (i) observation letter conveying "no objection" from the National Stock Exchange of India Limited dated February 16, 2026, and (ii) observation letter conveying "no adverse observations" from BSE Limited dated February 17, 2026;

c) The Company had filed the Scheme application in form NCLT-1, with the jurisdictional Honble National Company Law Tribunal, Chennai Bench ("NCLT") on March 04, 2026, requesting for the convening of the meeting of shareholders and creditors for approving the scheme, along with its annexures and other documents;

d) The Honble NCLT had, on May 05, 2026, disposed the application and pronounced the Orderdirecting the

Companies for convening their respective meetings of Equity Shareholders, Secured creditors and Unsecured Creditors on July 02, 2026, at the Music Academy, T.T.K Road, Chennai 600 014 for the purpose of seeking approval for the Scheme. The Honble NCLT has appointed, Shri Kanwal Jeet Arora as the Chairman and Shri Sriram Ananth as the Scrutinizer for the above- mentioned meetings.

e) The Scheme remains subject to final sanction of the Honble NCLT and completion of other applicable statutory / regulatory requirements.

Conservation of energy, technology absorption:

The Company is exploring new technologies and improving the existing technologies applicable to the healthcare business. In all its new locations, the company has been using LED technology lamps to conserve energy as well as costs.

Foreign exchange earnings / outgo:

Foreign Exchange Earnings: Rs. 77,62,165.62/- (Previous Year Rs. 74,61,302)

Foreign Exchange Outgo: Rs. 1,86,00,092.54/- (Previous Year Rs. 1,49,33,550)

Change in nature of business:

There was no change in the nature of business during the financial year.

Details in respect of frauds reported by Auditors under section 143(12):

During the year under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act, 2013.

Information on listing with stock exchange:

The Companys equity shares are listed at BSE Limited, and the scrip code is 526783. The National Stock Exchange of India Limited (NSE) had "permitted to trade" and "admitted to dealings" the Equity Shares of the Company on the platform of NSE w.e.f. April 20, 2026, under the symbol "DRAGARWO" as per the National Stock Exchange (Capital Market) Trading Regulations, 1994, and "Permitted to Trade" frameworks.

Secretarial Standards:

During the year 2025-2026, the Company has complied with applicable secretarial standards issued by the Institute of the Company Secretaries of India.

Insolvency and Bankruptcy Code:

No application is made and no such proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2025-2026.

The 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:

No such transactions were made during the financial year 2025-2026.

Changes in accounting policies:

During the financial year 2025-2026, there were no changes in the accounting policies.

Directors Responsibility Statement:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(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 and of the profit or 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 operating effectively.

(vi) The directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Vigil mechanism / whistle blower policy:

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The policy can be viewed at https://dragarwals.co.in/wp-content/ uploads/2024/07/Vigil-Mechanism-Whistle-Blower-Policy. pdf

The CSR policy is available on the companys website and can be viewed at https://dragarwals.co.in/wp-content/ uploads/2024/07/CORPORATE-SOCIAL-RESPONSIBILITY- CSR-POLICY-1.pdf

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business, and the details of the same are furnished under notes on account and also annexed as annexure VI in form AOC-2. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated personnel, which may have potential conflict with interest of the company at large. The board of directors of the Company have, on the recommendation of the audit committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. The policy can be viewed at https://dragarwals . co.in/wp-content/uploads/2025/02/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS.pdf

The Company has adopted a code for prevention of insider trading with a view to regulate trading in securities by the directors and designated persons of the Company. The policy can be viewed at https:// www.dragarwal.com/for-investors- dr-agarwals- eye-hospital-ltd/