Dr Agarwals Health Care Ltd Directors Report

Dear Members,

The Board of Directors ("Board") are pleased to present the Companys Sixteenth Annual Report along with the audited financial statements for the year ended March 31, 2026.

Financial Performance

The financial performance of the Company for the year ended March 31, 2026 and March 31, 2025 are summarised below:

Particulars	Standalone 2025-26	Standalone 2024-25	Consolidated 2025-26	Consolidated 2024-25
Revenue from operations	1,293.39	1,043.89	2,080.08	1,711.00
Other Income	33.16	53.81	44.44	46.02
Total Income	1,326.55	1,097.70	2,124.52	1,757.02
Total Expenses	1,255.54	1,045.10	1877.21	1,594.15
Profit/ Loss before exceptional items and tax	71.01	52.60	247.31	162.87
Exceptional Items	7.05	14.00	(1.33)	3.02
Profit/ Loss before Tax	63.96	38.60	248.64	159.85
Profit/ Loss after Tax	39.45	21.93	168.14	110.34
Total Comprehensive Income / Loss for the year	38.85	21.60	185.74	109.83

Review of Operations and Performance

During the year under review, the Company achieved a consolidated turnover of Rs 2080.08 Crores as compared to Rs1,711.00 Crores in financial year 2024-25. On account of efficient operations, the Company has achieved a consolidated after tax net profit of Rs 168.14 crores in financial year 2025-26 as compared to the net profit of Rs110.34 crore in financial year 2024-25.

At a standalone level, the Company achieved a turnover of Rs 1293.39 Crores in the financial year 2025-26 as against a turnover of Rs 1,043.89 Crores in financial year 2024-25. Further, with respect to the standalone net profit after tax, the Company achieved Rs 39.45 crores during the financial year 2025-26 as compared to the net profit of Rs 21.93 crores during the financial year 2024-25.

During the year, the Company and its subsidiaries have opened 30 new surgical centres, comprising 5 branches in Karnataka; 4 branches in Maharashtra; 4 branches in Tamil Nadu; 3 branches in Delhi; 2 branches Andhra Pradesh; 2 branches in Gujarat; 2 branches in Haryana; 2 branches in Kerala; 2 branches in Telangana; 1 branch in Madhya Pradesh; 1 branch in Odisha; 1 branch in Rajasthan; 1 branch in Uttar Pradesh.

The Company has opened 27 new primary centres during the year comprising 6 branches in Tamil Nadu; 6 branches in Odisha; 5 branches in Karnataka; 4 branches in Andhra Pradesh; 3 branches in Telangana; 1 branch in Kerala; 1 branch in Maharashtra; 1 branch in International location.

Management Discussion and Analysis

As required under SEBI (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, 2026, the authorised share capital of the Company is at Rs 90,00,00,000 divided into:

(i) Rs 54,20,00,000 accrued from 54,20,00,000 equity shares of face value of Rs 1 each and,

(ii) Rs 35,80,00,000 accrued from 35,80,000 preference shares of face value Rs 100 each.

The issued, subscribed and paid up equity share capital stands at Rs 31,68,07,506 consisting of Rs 31,68,07,506 equity shares of Rs 1 each.

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

Sr. No.	Date of allotment	Brief Details	No of Equity Shares
1	April 21, 2025	Allotment pursuant to exercise of options under the Dr. Agarwals Health Care Limited Employees Stock Option Scheme 2022	1,59,865
2	May 14, 2025	Allotment pursuant to exercise of options under the Dr. Agarwals Health Care Limited Employees Stock Option Scheme 2022	1,18,646
3	October 30, 2025	Allotment pursuant to exercise of options under the Dr. Agarwals Health Care Limited Employees Stock Option Scheme 2022	12,523
4	December 12, 2025	Allotment pursuant to exercise of options under the Dr. Agarwals Health Care Limited Employees Stock Option Scheme 2022	2,99,122
5	January 06, 2026	Allotment pursuant to exercise of options under the Dr. Agarwals Health Care Limited Employees Stock Option Scheme 2022	3,37,504

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, 2026 and as on the date of this Annual Report.

Dividend

The Board does not recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2026 considering that the Company is in growth stage and require 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/dr-agarwals-health-care/#corporate-policies.

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 Regulations.

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.

Declaration by Independent Directors

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 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 Act and in the opinion of the Board.

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 August 26, 2025 without the presence of Non-Independent Directors and members of the management.

Subsidiary Companies

As on March 31, 2026, the Company has five subsidiaries, nine step-down subsidiaries:

Name of the Company	Relationship	% of Share Capital
Dr. Agarwals Eye Hospital Limited	Subsidiary	72.67%
Aditya Jyot Eye Hospital Private Limited	Subsidiary	100%
Dr. Thind Eye Care Private Limited	Subsidiary	51%
Elisar Life Sciences Private Limited	Subsidiary	93.18%
Orbit Healthcare Services (Mauritius) Limited	Subsidiary	100%
Orbit Healthcare Services (Ghana) Limited	Step-down subsidiary	100% held by Orbit Healthcare Services (Mauritius) Limited
Orbit Health Care Services (Kenya) Limited	Step-down subsidiary	100% held by Orbit Healthcare Services (Mauritius) Limited
Orbit Healthcare Services Mozambique Limitada	Step-down subsidiary	97% held by Orbit Healthcare Services (Mauritius) Limited
Orbit Health Care Services Limited, Rwanda	Step-down subsidiary	100% held by Orbit Healthcare Services (Mauritius) Limited
Orbit Healthcare Services Madagascar SARL	Step-down subsidiary	80% held by Orbit Healthcare Services (Mauritius) Limited
Orbit Healthcare Services (Tanzania) Limited	Step-down subsidiary	100% held by Orbit Healthcare Services (Mauritius) Limited
Orbit Health Care Services (Uganda) Limited	Step-down subsidiary	100% held by Orbit Healthcare Services (Mauritius) Limited
Orbit Health Care Services (Zambia) Limited	Step-down subsidiary	100% held by Orbit Healthcare Services (Mauritius) Limited

Performance of Subsidiaries/ Associates/ Joint Venture

As on March 31, 2026, the Company has five subsidiaries (out of which one is an overseas subsidiary). 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 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 Companys website at https://dragarwals.co.in/dr-agarwals-health-care/#corporate-policies. During the year under review, Dr. Agarwals Eye Hospital Limited and Dr. Thind Eye Care Private 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 or joint venture of the Company. Ideary Services Private Limited ceased to be an associate company by virtue of termination of the Shareholders 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 trends in 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)

Particulars	2025-26
Earnings in foreign exchange	13.82
Foreign exchange outflow	2.88

Internal Financial Controls

The Companys internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organisations 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.

Disclosure as required under Section 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 of 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 off during the financial year 2025-26 are as under:

Number of complaints received during the financial year – Nil

Number of complaints disposed off during the financial year – Nil

Number of complaints pending at the end of the financial year – Nil

Directors and Key Managerial Personnel

As on March 31, 2026, the Company has nine Directors with an optimum combination of Executive and Non-executive 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 Directors 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, 2026:

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

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

- Mr. Yashwanth Venkat, Chief Financial Officer

- Mr. Thanikainathan Arumugam, Company Secretary and Compliance Officer

Changes after March 31, 2026, until the date of this Report

There are no changes after March 31, 2026 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. Agarwals 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.

Auditors

Statutory Audit

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, were appointed as the statutory auditors of the Company through Postal Ballot to hold office until 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, 2026 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, on the recommendation of the Board, the shareholders at the fifteenth Annual General Meeting have appointed Mr. Subramanian Chandrasekar, Practicing Company Secretary as Secretarial Auditor to conduct the audit of Secretarial Compliance of the Company for a period of five consecutive years from the financial year 2025-26 to 2029-30.

The Secretarial Audit Report of the Company in form MR – 3 for the financial year 2025-26 is enclosed as Annexure I to this Annual Report. The Secretarial Audit Report of the unlisted material subsidiary, Dr. Thind Eye Care Private Limited is annexed at: https://dragarwals.co.in/dr-agarwals-health-care/#annual-financials. The reports 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 2025-26, the Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

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 had appointed M/s. BY & Associates, Cost Accountants in practice to undertake Cost Audit of the Company for the financial year 2025-26. Further, for the financial year 2025-26, 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 Companys 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 Companys 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 Companys website at https://dragarwals.co.in/dr-agarwals-health-care/#corporate-policies.

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 arms 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 of the Company on materiality of 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 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 nos. 53 and 55 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/dr-agarwals-health-care/#corporate-policies.

Code of Business Conduct and Ethics

The Board of Directors have approved a Code of Conduct and Ethics in terms of Schedule V of the Act and SEBI Listing Regulations. All the Board members and the senior management have confirmed compliance with the code for the year ended March 31, 2026. 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 your Company and its operations in future.

Risk Management

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

Evaluation of Boards 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 was 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 the financial year 2025-26 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/dr-agarwals-health-care/#corporate-policies.

Directors 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, 2026, 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, 2026, 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.

For and on behalf of the Board of Directors,

Dr. Agarwals Health Care Limited

Place: Chennai

Date: May 21, 2026

Dr. Amar Agarwal

(DIN: 00435684)

Chairman and Non-executive Director