Medi Assist Healthcare Services Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the Twenty Fifth Boards Report of Medi Assist Healthcare Services Limited (the ‘Company or ‘MAHS) together with the Audited Financial Statements (Consolidated and

Standalone) for the financial year ended March 31, 2025.

1) OVERVIEW OF FINANCIAL PERFORMANCE

(Amount in Million)

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from operations	1,505.86	1,084.23	7,233.21	6,347.25
Other income	76.66	221.69	237.57	183.23
Total revenue	1,582.52	1,305.92	7,470.78	6,530.48
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	593.15	377.98	1,541.11	1,333.07
Finance Cost	36.30	1.91	102.99	31.66
Depreciation and amortization	187.97	115.24	557.82	430.77
Profit before tax (excluding exceptional item)	445.54	482.52	1,117.87	1,053.87
Tax Expenses	113.46	60.52	201.86	130.92
Profit after tax from continuing operations	332.08	212.00	916.01	712.95
Other comprehensive income/(expense) for	(6.97)	13.02	(22.34)	13.98
the year, net of income tax
Total comprehensive income for the year, net of tax	325.11	207.50	892.84	705.80

Performance Highlights:

During the financial year 2024-25, your Company along with its group companies, has delivered strong growth in revenue from operations of 13.96 % on a year-on-year basis.

The Company on a standalone basis, clocked a total revenue of 1,582.52 Million resulting in Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) of 593.15 Million and Profit Before Tax

(excluding exceptional item) of 445.54 Million, an increase of 21.18% on a year-on-year basis.

The consolidated total revenue of the Company for the financial year 2024-25 was 7,470.78 Million as compared to 6,530.48 Million in the previous year, an increase of 14.40% on a year-on-year basis.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

2) DIVIDEND

In order to conserve the resources for better growth opportunities your Board has not recommended any dividend for the financial year ended March 31, 2025.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Dividend Distribution Policy is available on the Companys website and can be accessed at https://mediassist.in/ assets/pdf/policy/dividend-distribution-policy.pdf.

3) TRANSFER TO GENERAL RESERVES

During the year under review, the Company has transferred 325.11 Million to retained earnings.

Further, the closing balance of retained earnings as at March 31, 2025 after all appropriation and adjustments was 1,944.25 Million.

4) UPDATE ON CORPORATE ACTIONS

During the year under review, your Company/ the group has initiated or undertaken the following corporate actions:

a) Shifting of Registered Office of the Company from the ‘State of Karnataka to the ‘State of Maharashtra:

During the year under review, the Registered Office of the Company was shifted from the ‘State of Karnataka situated at Tower D, 4^th Floor, IBC Knowledge Park, 4/1, Bannerghatta Road, Bengaluru - 560 029 to the ‘State of Maharashtra situated at AARPEE Chambers, SSRP building, 7^th Floor, Andheri Kurla Road, Marol Co-operative Industrial Estate Road, Gamdevi, Marol, Andheri

East, Mumbai 400 059, pursuant to Certificate of Registration of Regional Director Order dated January 10, 2025.

Consequently, the Company has also altered its Memorandum of Association of the Company.

b) Scheme of amalgamation between Medi Assist Insurance TPA Private Limited (wholly owned subsidiary) and Raksha Health Insurance TPA

Private Limited (step-down wholly owned subsidiary):

The Board of Directors of Raksha Health Insurance TPA Private Limited (‘Raksha TPA) and Medi Assist Insurance TPA Private Limited (‘MAITPA) in their respective meetings held on August 12, 2024, had approved the Scheme of Amalgamation of Raksha TPA with MAITPA under the provisions of Section 233 of the Companies Act, 2013 and the rules made thereunder, subject to requisite shareholders and other statutory approvals.

Consequent to completion of statutory procedures, Regional Director order approving scheme of amalgamation between MAITPA and Raksha TPA was filed with the Ministry of Corporate Affairs and the effective date for the said merger is January 1, 2025.

c) Strike-Off of Mayfair Group Holding Subcontinent Limited (United Kingdom) (step down subsidiary of the Company):

Mayfair Group Holding Subcontinent Limited (United Kingdom) (‘Mayfair Group Holding) being a non-material step-down subsidiary, did not have any business operations since its incorporation in the United Kingdom.

The Board of Directors of the Company in their meeting held on November 14, 2024, had approved the strike-offof Mayfair Group Holding, subject to the approval of relevant regulatory authorities in the United Kingdom. Consequent to completion of statutory procedures, Registrar of Companies, UK has issued the gazette notice dissolving Mayfair Group Holding effective March 11, 2025.

d) Acquisition of Paramount Health Services & Insurance TPA Private Limited by Medi Assist Insurance TPA Private Limited (wholly owned subsidiary):

During the year under review, Medi Assist Insurance TPA Private Limited (‘MAITPA) has entered into a Share Purchase Agreement on August 26, 2024 for acquisition of 100% equity stake in Paramount Health Services & Insurance TPA Private Limited (‘Paramount TPA), a prominent player in the TPA space, owned by Fairfax Asia and the Shah family.

This acquisition marks a milestone in the TPA sector consolidating Medi Assists position as a market leader. The acquisition is also expected, amongst others, to leverage Medi Assists technology, automation (AI/ML), provider networks that position the combined business as a long-term strategic partner to Insurers (General, SAHI and Life). The said transaction was subject to customary closing conditions and regulatory approvals from the Insurance Regulator i.e., IRDAI.

On July 1, 2025, MAITPA completed acquisition of 100% equity stake in Paramount TPA.

e) Raising of funds for an aggregate consideration upto and not exceeding 350 Crores:

The Board of Directors at their meeting held on February 5, 2025 has approved proposal for raising of funds of upto and not exceeding 350 Crores, in one or more tranches and/or one or more issuances simultaneously or otherwise, by way of an issue of fully paid-up Equity Shares, fully or partly convertible debentures, convertible preference shares or any other equity based instruments or securities and/or any other financial instruments/securities convertible into and/or linked to Equity Shares (including warrants (detachable or not) through one or more permissible modes, including but not limited to public issue(s), debt issue(s), preferential issue(s), private placement(s), qualified institutions placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws, including under the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, (each as amended), subject to the receipt of necessary approvals.

Further, the Board in its meeting held on March 25, 2025 approved seeking shareholders approval at a later date based on the investment needs and capital structure of the Company in the future.

5) SUBSIDIARIES/JOINT VENTURES AND ASSOCIATES

As at March 31, 2025, the Company has 4 direct subsidiaries and 2 indirect subsidiaries, as under: a) Medi Assist Insurance TPA Private Limited, India;

b) International Healthcare Management Services Private Limited, India;

c) Mayfair Consultancy Services India Private Limited, India

d) Mayfair We Care Limited, UK e) Mayfair We Care PTE. Ltd, Singapore f) Mayfair We Care Philippines Limited., Philippines

Further, with effect from July 1, 2025, Paramount

Health Services & Insurance TPA Private Limited is also a step-down wholly owned subsidiary of the Company.

There has been no material change in the nature of business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (the ‘Act).

During the year under review, the following company(s) cease to be the subsidiary of the Company:

Name of the Entity	Effective Date	Remarks
gRaksha Health Insurance TPA Private Limited	January 1, 2025	Merged with Medi Assist Insurance TPA Private Limited
Mayfair Group Holding Subcontinent Limited (United Kingdom)	March 11, 2025	Dissolved

6) ACCOUNTS OF SUBSIDIARIES

The consolidated financial statements of the Company for the financial year 2024-25 have been prepared in compliance with the applicable provisions of the Act including Indian Accounting Standards specified under Section 133 of the Act.

Audited financial statements of each of the subsidiary companies are available on the website of the Company and can be accessed at https://mediassist. in/investor-relations/ - Subsidiary Financials.

Further, pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries as required in Form AOC 1 is appended as an Annexure-1 to this Report.

7) MATERIAL SUBSIDIARIES

The Board of Directors of the Company has adopted a Policy for determining material subsidiaries in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available at Companys website at https://mediassist. in/assets/pdf/policy/policy-on-material-subsidiaries. pdf.

For the financial year 2024-25, Medi Assist Insurance

TPA Private Limited and Raksha Health Insurance TPA Private Limited (upto January 1, 2025) have been categorized as material subsidiary(s) of the Company as per the thresholds laid down under the SEBI Listing Regulations.

8) SHARE CAPITAL

Authorized Share Capital:

The Authorized Share Capital of the Company is 45,35,00,000/- divided into 9,07,00,000 equity shares of face value of 5/- each.

Issued, Subscribed and Paid-Up Share Capital:

During the financial year 2024-25, the paid-up share capital of the Company has increased from 35,10,46,230/- divided into 7,02,09,246 equity shares of face value of 5/- each to 35,26,12,820/- divided into 7,05,22,564 equity shares of face value of 5/- each.

There has been an increase in the paid-up share capital of the Company during the financial year on account of allotment of 3,13,318 equity shares consequent to exercise of stock options by employees under ‘Employee Stock Option Scheme 2013 of the Company.

9) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (‘KMP) OF THE COMPANY

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI Listing Regulations.

As at March 31, 2025, the Board of the Company comprises of 9 Directors of which 2 are Executive Directors, 1 is Nominee Director and 6 are Non-Executive Independent Directors, details of which are provided below:

# Name and DIN	Designation
Executive Directors
1. Dr. Vikram Jit Singh Chhatwal (DIN: 01606329)	Chairman & Whole-Time Director (KMP)
2. Mr. Satish V N Gidugu (DIN: 06643677)	Whole-Time Director & Chief Executive Officer (KMP)
Non-Executive Directors
3. Dr. Ritu Niraj Anand (DIN: 00363699)	Non-Executive Independent Director
4. Ms. Himani Atul Kapadia (DIN: 00761555)	Non-Executive Independent Director
5. Ms. T.L. Alamelu (DIN: 07628279)	Non-Executive Independent Director
6. Mr. Narain Duraiswami (DIN: 03310642)	Non-Executive Independent Director
7. Mr. Madhavan Ganesan (DIN: 01674529)	Non-Executive Independent Director

10) BOARD MEETINGS

The Board of Directors met 6 times during the year under review on the following dates: a) May 15, 2024 b) August 13, 2024 c) August 26, 2024 d) November 14, 2024 e) February 5, 2025 f) March 25, 2025

The gap between two Board meetings during the year under review did not exceed one hundred and twenty days. Requisite quorum was present throughout for all the meetings.

The details of attendance of the Directors in the meeting are provided in the Corporate Governance Report, which forms part of this Annual Report.

11) COMMITTEES OF THE BOARD

The Board has constituted committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. The Company has following Committees as on March 31, 2025:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

The Board Committee(s) were reconstituted during the financial year 2024-25. The committees constitution, terms of reference and details of meetings of the committees along with information relating to attendance of each director/ committee member is provided in the Corporate Governance Report, which forms part of this Annual Report.

12) INDEPENDENT DIRECTORS MEETING

The separate meeting of Independent Directors was held on February 5, 2025 and March 25, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole, along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the their Board to effectively duties.

13) ANNUAL PERFORMANCE EVALUATION OF THE BOARD

The Board has adopted a formal mechanism for evaluating its own performance and the performance of its Committees and individual Directors, including the Chairman of the Board.

For the year ended March 31, 2025, evaluation forms were circulated to the Board Members which included the evaluation of the Board as a whole, Board Committees and Peer evaluation of the Directors. Each Director completed the evaluation form and shared their feedback. The feedback scores as well as qualitative comments were shared with the Chairperson of Nomination and Remuneration Committee. The outcome and action points were discussed by the Nomination and Remuneration Committee at its meeting held on March 25, 2025.

The results of evaluation reflected a high level of commitment and engagement of the Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors meeting held on February 5, 2025 and March 25, 2025.

14) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act and Regulation 19 read with Schedule II Part D of the SEBI Listing Regulations, the Nomination and Remuneration Committee of the Company has formulated the criteria for identification and Board nomination of the suitable candidates as well as the policy on remuneration for Directors, KMP and other employees of the Company. The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency and matches these with the requirements set out by the Board.

The Nomination & Remuneration Policy of the Company provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Act and Regulation 19 read along with Schedule II Part D of the SEBI Listing Regulations.

The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel inter-alia, provides for criteria and qualifications for appointment of Director, Key Managerial Personnel and Senior Management, Board Diversity, remuneration to Directors, Key Managerial Personnel, etc. is available on the website of the Company and can be accessed at https://mediassist.in/assets/pdf/ policy/nomination-and-remuneration-policy.pdf.

15) DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, each Independent Director has confirmed to the

Company that they continue to meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

In opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity,

# Name and DIN	Designation
8. Mr. Ashwin Raghav (DIN: 10908920)	Non-Executive Independent Director
9. Mr. Vishal Vijay Gupta (DIN: 01913013)	Non-Executive Nominee Director
Other KMPs
10. Mr. Sandeep Daga*	Chief Financial Officer
11. Ms. Simmi Singh Bisht**	Chief Compliance Officer & Company Secretary

*Mr. Sandeep Daga was appointed with effect from May 17, 2024.

** Ms. Simmi Singh Bisht resigned w.e.f. closure of business hours of June 12, 2025. Further Ms. Rashmi B V is appointed as Interim Company Secretary & Compliance Officer w.e.f June 13, 2025.

Change in Directorate and KMP during the year under review

a) Mr. Gaurav Sharma (DIN: 03311656) resigned as a Nominee Director – Non Executive Director of the Company with effect from closing business hours of August 13, 2024 pursuant to the share subscription and share purchase agreement dated September 25, 2013 executed by and amongst Investcorp Private Equity Fund I, Bessemer Health Capital LLC, Dr. Vikram Jit Singh Chhatwal, Prashant Jhaveri, Manoj Balaji, Medimatter Health Management Private Limited and Medi Assist Healthcare Services Limited and the subsequent divestment of shareholding by Investcorp Private Equity Fund I in the Company through the Initial Public Offer comprising offer for sale.

b) Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Ms. T.L. Alamelu, Mr. Narain Duraiswami and Mr. Madhavan Ganesan as Non-Executive, Independent Director(s) of the Company for a term of 5 years from November 14, 2024 to November 13, 2029 (both days inclusive) subject to approval by the shareholders of the Company.

The shareholders of the Company approved the above said appointments with requisite majority through Postal Ballot on December 28, 2024.

c) Mr. Gopalan Srinivasan (DIN: 01876234) resigned as an Independent Director of the Company, with effect from close of business hours on November 14, 2024, pursuant to his appointment as Managing Director and CEO in Galaxy Health Insurance Company Limited (formerly Galaxy Health and Allied Insurance Company Limited).

d) Mr. Anil Kumar Chanana (DIN: 00466197) resigned as an Independent Director of the Company, with effect from close of business hours on November 14, 2024, due to his increased professional and personal commitments.

e) Based on the recommendation of Nomination and Remuneration Committee, the Board approved the appointment of Mr. Ashwin Raghav as Non-Executive, Independent Director of the Company for a term of 5 years from February 5, 2025 to February 4, 2030 (both days inclusive) subject to approval by the shareholders of the Company.

The shareholders of the Company approved the above said appointment with requisite majority through Postal Ballot on April 30, 2025.

f) Mr. Ananda Mukerji (DIN: 00015304) resigned as an Independent Director of the Company, with effect from close of business hours on February 5, 2025, due to his work and personal commitments.

g) Mr. Mathew George, Chief Financial Officer resigned with effect from closing business hours of May 16, 2024. Further, the Board on May 15, 2024 appointed Mr. Sandeep Daga as Chief

Financial Officer of the Company with effect from May 17, 2024.

Further, as on date of this report, Ms. Simmi Singh Bisht, Chief Compliance Officer & Company

Secretary resigned w.e.f. closure of business hours of June 12, 2025. Ms. Rashmi B V is appointed as Interim Company Secretary & Compliance Officer w.e.f June 13, 2025.

Retirement by Rotation & Re-appointment

a) In terms of Section 152 of the Act, a proposal for re-appointment of Mr. Satish V N Gidugu (DIN: 06643677), retiring director, as Director shall be placed before Shareholders at the ensuing AGM. Your Directors recommend his reappointment.

Disclosures required under the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is provided in the explanatory statement to the Notice convening the AGM of the Company.

During the year under review, the non-executive/ independent directors of the Company had and reasonably no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Directors of the Company are disqualified under Section 164(1) or Section

164(2) of the Act.

In terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, no company is permitted to make any fresh grants which involves allotment or transfer of shares to its employees under an employee stock option scheme formulated prior to listing of its shares unless such scheme is in conformity with the said regulations and is ratified by its shareholders after the listing of the shares of the Company. In line with the requirements, the Company has sought requisite approval from the shareholders of the Company through Postal Ballot on June 22, 2024.

A statement giving detailed information on stock options granted to employees under the ESOP Scheme as required under Section 62 of the Act and

Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on Companys website and can be accessed at https:// www.mediassist.in/assets/pdf/investor-relations/ mahs/esop/esop-annexure-fy-24-25.pdf.

23) PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and appended as Annexure-3 to this Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees forms part of this report.

However, in terms of the first proviso to Section 136(1) of the Act, Annual Report excluding the aforesaid information, is being sent to Shareholders of the Company and others entitled thereto.

Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary of the Company at investor.relations@mediassist.in.

24) CORPORATE SOCIAL RESPONSIBILITY

The Company undertakes one or more activities which fall within the provisions of Section 135 and Schedule VII of the Act.

Medi Assists CSR initiatives help address socioeconomic challenges in the realms of Healthcare, Education, Skill development and Sustainable livelihoods and Support employee engagement in CSR activities.

The disclosures as required under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 along with committee constitution details is appended as Annexure-4 to this Report.

25) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the

Act, are given as notes to the standalone financial statements.

26) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25, all the transactions with related parties were entered into at arms length basis and in the ordinary course of business. As required under Section 188(1) of the Act, disclosure in Form AOC-2 is appended as Annexure-5 to this Report.

The Companys policy on dealing with Related Parties is available on the Companys website and can be accessed at https://mediassist.in/assets/pdf/policy/ policy-on-related-party-transactions.pdf.

27) RISK MANAGEMENT

The Company has a risk management framework for identification and management of risks.

In line with the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (‘RMC) comprising members of the Board of Directors. Terms of reference of the Committee and composition thereof including details of meetings held during the financial year 2024-25 forms part of the Corporate

Governance Report, which forms part of this Annual Report.

Additional details relating to Risk Management are provided in the Management Discussion and Analysis Report forming part of this Report. Further, Risk Management Policy of the Company can be accessed at https://mediassist.in/assets/pdf/policy/ risk-management-policy.pdf.

28) CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS & OUTGO (A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy:

Your Company is an environmentally responsible organization. While we are not in an energy intensive industry and hence do not require any special measures to be taken, the Company is focused on positive ecological impact as a responsible member of the society. Adequate measures are taken to reduce and restrict usage of non-perishable and harmful materials and several initiatives are in the process of being implemented towards conserving energy, recycling, water preservation in the office premises as well as switching off air computers, etc. when not in use.

(ii) The steps taken by the Company for utilizing alternate sources of energy include proper waste management and recycling initiatives:

For the Company, the predominant wastage is in the form of paper. The Company follows proper disposal processes including post shredding the paper, waste is given to an external agency for recycling.

experience and proficiency in their respective fields Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed/shall complete within self the statutory timelines the online proficiency

-assessment test conducted by; the Indian Institute of

Corporate Affairs in accordance with the provisions

Section 150 of the Act.

16) DISCLOSURE WITH RESPECT TO REMUNERATION DRAWN BY MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR FROM HOLDING/ SUBSIDIARY COMPANY

The Whole-Time Directors of the Company do not draw any remuneration from any of the subsidiary(s) of the Company.

Further, the Company does not have a holding Company.

17) AUDITORS AND AUDIT REPORTS Statutory Auditors

At the 22^nd Annual General Meeting of the Company held on September 28, 2022, M/s. MSKA & Associates, Chartered Accountants (FRN: 105047W) were appointed as the Statutory Auditors of the Company for a period of five years, from the conclusion of the

22^nd AGM till the conclusion of the 27^th Annual General Meeting of the Company.

The Auditors Report provided by M/s. MSKA & Associates for the financial year ended March 31, 2025, is enclosed along with the financial statements in the Annual Report. Further, the Auditors Report does not contain any qualifications, observations or adverse remarks.

Internal Auditors

M/s. PricewaterhouseCoopers Services LLP, Chartered Accountants were the Internal Auditors of the Company for the financial 2024-25.

Secretarial Auditors

M/s. BMP & Co. LLP, a firm of Practicing CompanySecretaries has conducted the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is appended as Annexure-2A to this report. The report does not contain any qualification, reservation or adverse remark.

In compliance with Regulation 24A of SEBI Listing Regulations, the material unlisted subsidiary of the Company i.e., Medi Assist Insurance TPA Private Limited has undertaken the secretarial audit for the financial year 2024-25. The said Secretarial audit report is appended as Annexure-2B to this report. The report(s) do not contain any qualification, reservation or adverse remarks.

Further,pursuanttoSEBIListingRegulations,aproposal to appoint M/s. BMP & Co. LLP (a Peer Reviewed

Firm bearing registration no. L2017KR003200) as Secretarial Auditors of the Company for a period of five years from the FY 2025-26 to FY 2029-30 i.e., from the conclusion of this AGM till the conclusion of the 30^th AGM of the Company is also placed at the ensuing annual general meeting for shareholders approval.

Cost Records and Cost Auditors

The provisions mandating maintenance of Cost Records and conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

18) INTERNAL FINANCIAL CONTROLS

The Companys internal financial control systems are commensurate with its size and nature and the complexity of its operations and such internal financial controls are adequate and are operating effectively. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the business. These controls have been designed to provide reasonable assurance regarding recording and providing reliable financial and operational information, adherence to the Companys policies, safeguarding of assets from unauthorized use and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.

19) CORPORATE GOVERNANCE REPORT

Your Company provides utmost importance to the best Governance practices and is designed to act in the best interest of its stakeholders.

The Corporate Governance Report along with the Auditors Certificate for the year under review, as stipulated under SEBI Listing Regulations forms part of the Annual Report.

20) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations forms part of the Annual Report.

21) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per the SEBI Listing Regulations, Business Responsibility and Sustainability Report of the Company for the financial year 2024-25 forms part of the Annual Report.

22) EMPLOYEE STOCK OPTION SCHEME

The Company has one Employee Stock Option Scheme titled Employee Stock Option Scheme 2013 (‘ESOP Scheme) which was implemented in the financial year 2013-14.

30) AWARDS AND ACCOLADES

During the financial year 2024-25, the group has won the following awards and accolades for business and operational excellence: a) ‘TPA of the Year 2024 at India Insurance Summit and Awards: Awarded by Synnex Group.

b) ‘Best Data-Driven Insights for Delivering Business Value (InsurTech) at the 2^nd Edition Data Analytics & AI Show 2025: Awarded by Quantic.

This recognition is a testament to our commitment to leveraging data and AI to drive impactful business outcomes and redefine the InsurTech landscape.

c) ‘Best Use of Predictive Analysis for Fraud Detection, 2024: Awarded by Quantic India.

d) ‘Innovative Use of AI - Company of the Year at Dine with DevOps II 2024: Awarded by Technophiles India.

e) ‘Trailblazer Award for Customer Experience Innovation at the 3^rd Edition Future of Insurance Summit & Awards 2024: Awarded by UBS Forums.

f) ‘Best Engineering Team of the Year (InsurTech) at the India DevOps Show 2025: Awarded by Technophiles India.

31) OTHER DISCLOSURES a) Change in nature of Business

There has been no change in the nature of business of the Company during the year under review.

b) Remuneration details as per Schedule V of the Act

In terms of Schedule V Part II (Remuneration) of the Companies Act, 2013, the remuneration details of the Directors appointed under Chapter XII of the Companies Act, 2013 forms part of the Corporate Governance Report which forms part of this Annual Report.

c) Details relating to Deposits covered under Chapter V of the Act

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

d) Loans from Directors or Directors Relatives

During the financial year 2024-25, the Company has not borrowed any amount(s) from Directors and/or their relatives.

e) Disclosure with respect to Demat Suspense/ Unclaimed Suspense Account

The Company does not maintain any Demat Suspense/ Unclaimed Suspense Account and accordingly the disclosure pertaining as required under Schedule V Para F of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company for the period under review.

f) Vigil Mechanism/Whistle Blower Policy

The Company has a robust vigil mechanism in place, which is in conformity with the provisions of the Act and SEBI Listing Regulations.

The Whistle Blower Policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the company. The policy also provides adequate safeguards against victimization who avail of the mechanism and provides direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

g) Reporting of Fraud

No frauds were reported by the Auditors as specified under Section 143 of the Act for the financial year ended March 31, 2025.

h) Annual Return of the Company

The Annual Return in Form MGT-7 has been uploaded on the website of the Company and can be accessed at https://www.mediassist.in/investor-relations/ - Annual Return.

i) Significant and material orders passed by

Regulators or Courts

There were no significant or by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

j) Material changes and commitments, if any

Paramount Health Services & Insurance TPA Private Limited is a step-down wholly owned subsidiary of the Company with effect from July 1, 2025.

Further, there have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this report.

k) Secretarial Standards

The Company has complied with all applicable mandatory provisions of secretarial standards relating to Board and General Meeting issued by the Institute of Company Secretaries of India.

l) Transfer of Unclaimed Dividend or shares to Investor Education and Protection Fund

There has been no instance of unclaimed dividend or unclaimed shares and hence the provisions of Section 125(2) of the Act do not apply.

(iii) Capital investment on energy conservation equipment:

Nil

(B) Technology Absorption

Medi Assist is implementing a data strategy centered around leveraging digital assistants to transform its operations. These assistants, powered by state-of-the-art AI models and trained extensively on Medi Assists internal data, are designed to handle everything from mundane tasks to complex data requests. This strategic move aims to empower employees by providing them with role-specific information and tools,therebyenhancingefficiency and allowing them to focus on higher-value activities. Furthermore, a key objective of this initiative is to eliminate information asymmetry that currently exists due to Medi Assists extensive PAN India presence and the challenges posed by regular industry attrition. By centralizing knowledge and making it readily accessible through these digital assistants, Medi Assist expects to foster a more informed workforce, standardize information flow across all locations, and mitigate knowledge loss caused by employee turnover.

Medi Assist has transformed 80% of its technology stack. By transitioning from traditional hypervisors to open-source technology and highly scalable container orchestration for micro services, the company has achieved substantial energy savings and reduced total cost of ownership. This strategic move has also enabled efficient resource pooling, further enhancing operational efficiency.

(C) Foreign Exchange Earnings and Outgo

The particulars of Foreign Exchange and Outgo are as mentioned hereunder:

(Amount in Millions)

Particulars	2024-25	2023-24
Foreign exchange earnings	6.92	4.54
Foreign exchange outgo	6.76	2.45

29) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made thereunder, the Company has constituted Internal Complaints Committee (‘ICC). To build awareness in this area, the Company has been conducting necessary training in the organization on an ongoing basis.

While maintaining the highest governance norms, the Company has appointed the following members of ICC as below:

a) A Presiding officer or Chairperson who is a woman employed at a senior level at the workplace from amongst the employees.

b) The Company has appointed an external independent person committed to this cause and who has the requisite experience in handling such matters, as other members of ICC.

c) Not less than two members from amongst employees are committed to the cause of women; their safety and have experience in social work and have legal knowledge.

The following is a summary of complaints under POSH Act:

Sr. No. Particulars	Number
a. Number of complaints pending at the beginning of the year	NIL
b. Number of complaints received during the year	NIL
c. Number of complaints disposed during the year	NIL
d. Number of cases pending at the end of the year	NIL
e. Number of cases pending for more than 90 days	NIL

m) Non-acceptance of recommendation of Audit Committee by the Board of Directors

During the year under review, all the recommendations provided by Audit Committee were accepted by the Board of Directors.

n) Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (‘IBC Code). Further, there is no Corporate Insolvency Resolution Process initiated under the IBC Code.

o) Details of one-time settlement while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, there was no onetime settlement done with the Banks or Financial Institutions. Therefore, the requirement to disclose details of difference between amounts of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.

p) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(4) and 32(7A) of the SEBI Listing Regulations

The Company has not made any preferential allotment or qualified institutional placement. Hence the provisions with respect to Regulation 32 of SEBI Listing Regulations is not applicable to the Company for the financial year 2024-25.

q) Compliance on Maternity Benefit Act, 1961

The Company is compliant with regards to the applicable provisions mandated under the Maternity

Benefit Act, 1961.

r) Disclosure under Section 43(a)(ii) of the Act

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act is furnished.

s) Disclosure under Section 54(1)(d) of the Act

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act is furnished.

t) Disclosure under Section 67(3) of the Act

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

32) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act with respect to the Directors Responsibility Statement, the Board of Directors of your Company state that: a) in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) proper internal financial controls were laid down and that the internal financial controls are adequate and operating effectively; f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

33) ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the continued support and cooperation of all the stakeholders.

The Directors also wish to thank our employee-partners for their unwavering support and contribution to the successful operations of the Company and look forward to their continued support.

	For and on behalf of the Board of Directors
Dr. Vikram Jit Singh Chhatwal	Satish V. N. Gidugu
Chairman and Whole-Time Director	Whole Time Director and CEO
DIN: 01606329	DIN: 06643677
Place: Bengaluru
Date: August 07, 2025