Medi Assist Healthcare Services Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the Twenty Fourth 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 31,2024.

1) OVERVIEW OF FINANCIAL PERFORMANCE

(Amount in millions)

Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Revenue from operations	1,084.23	637.88	6,347.25	5,049.34
Other income	221.69	217.13	183.23	140.21
Total revenue	1,305.92	855.01	6,530.48	5,189.55
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	377.71	32.82	1,333.05	1,193.46
Finance Cost	1.64	3.32	31.64	29.89
Depreciation and amortization	115.24	57.02	430.77	267.69
Profit before tax (excluding exceptional item)	482.52	189.61	1,053.87	1,036.09
Tax Expenses	60.52	23.68	130.92	283.01
Profit after tax (excluding exceptional item and from continuing operations)	212.00	165.93	922.95	753.08
Other comprehensive income/(expense) for the year, net of income tax	13.02	(61.78)	13.98	(58.30)
Total comprehensive income for the year, net of tax (excluding exceptional item)	207.50	104.15	915.80	682.12

Performance Highlights

During the financialyear 2023-2024, your Company along with its group companies, has delivered strong growth in revenue from operations of 25.70 % on a year-on-year basis.

The Company on a standalone basis, clocked a total revenue of 1,305.92 millions resulting in Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) of 377.71 millions and Profit Before Tax (excluding exceptional item) of 482.52 millions, an increase of 154.48% on a year-on-year basis.

The consolidated total revenue of the Company for the financial year 2023-24 was 6,530.48 millions as compared to 5,189.55 millions in the previous year, an increase of 25.84% 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) INITIAL PUBLIC OFFERING & LISTING OF EQUITY SHARES OF THE COMPANY

During the year under review, your Company completed an Initial Public Offering (IPO) in the form of an offer for sale of 2,80,28,168 equity shares of face value of 5/- each aggregating to 11,715.77 millions.

The issue opened on January 15, 2024 and closed on January 17, 2024. The issue was led by Book Running Lead Managers viz., Axis Capital Limited, IIFL Securities

Limited, Nuvama Wealth Management Limited and SBI Capital Markets Limited.

Pursuant to IPO, the equity shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited effective January 23, 2024.

Your Directors would like to thank the Merchant Bankers, legal counsels and other stakeholders for helping the Company achieve the successfullPO and listing. Your Directors would also like to thank the regulators, Securities and Exchange Board of India and Registrar of Companies for enabling the Company to take its equity story to the public market.

Last but not least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company and its management.

3) DIVIDEND

The Board of Directors have recommended a final dividend of 4/- per equity share of face value of 5/- each for the financial year ended March 31, 2024, which is subject to approval of the Members in the ensuing Annual General Meeting of the Company.

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

4) TRANSFER TO GENERAL RESERVES

During the year under review, the Company has transferred 193.62 millions to retained earnings.

Further, the closing balance of retained earnings as at March 31, 2024 after all appropriation and adjustments was 659.63 millions.

5) SUBSIDIARIES/JOINT VENTURES AND ASSOCIATES

During the year under review, the following corporate actions were undertaken:

a) Acquisition of Raksha Health Insurance TPA Private Limited

To accelerate and further strengthen Companys presence in group and retail schemes, the group acquired Raksha Health Insurance TPA Private Limited (Raksha) effective August 25, 2023.

This acquisition was undertaken by Medi Assist Insurance TPA Private Limited (MAITPA), a wholly owned subsidiary of the Company, which acquired 100% of equity shares of Raksha.

b) Amalgamation of Medvantage Insurance TPA Private Limited

The Regional Director vide its order dated February 5, 2024 approved the scheme amalgamation of Medvantage Insurance TPA Private Limited (Medvantage) with Medi Assist Insurance TPA Private Limited, a wholly owned subsidiary of the Company. The said amalgamation is effective from February 13, 2024.

The amalgamation is in line with the plan submitted to the IRDAI and allows for synergies in customer servicing and operations.

As at March 31, 2024, the Company has 4 direct subsidiaries and 4 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) Raksha Health Insurance TPA Private Limited, India

f) Mayfair Group Holding Subcontinent Limited, UK

g) Mayfair We Care PTE. Ltd, Singapore

h) Mayfair We Care Philippines Limited, Philippines

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).

6) ACCOUNTS OF SUBSIDIARIES

The consolidated financial statements of the Company for the financial year 2023-2024 are 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 is available on the website of the Company and can be accessed at https://mediassist.in/investor- relations/

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 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 2023-24, Medi Assist Insurance TPA Private Limited and Raksha Health Insurance TPA Private Limited are 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 financialyear 2023-2024, the paid up share capital of the Company has increased from 34,42,96,060/- divided into 6,88,59,212 equity shares of face value of 5/- each to 35,10,46,230/- divided into 7,02,09,246 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 13,50,034 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. There was no change in the Directors or Key Managerial Personnel of the Company during the year under review.

As at March 31, 2024, the Board of the Company comprises of 9 Directors of which 2 are Executive Directors, 2 are Nominee Directors and 5 are Non-Executive Independent Directors, details of which are provided below:

Name	Designation
Executive Directors
1. Dr. Vikram Jit Singh Chhatwal	Chairman & Whole-Time Director (KMP)
2. Mr. Satish V N Gidugu	Whole-Time Director & Chief Executive Officer (KMP)
Non-Executive Directors
3. Mr. Anil Kumar Chanana	Non-Executive Independent Director
4. Mr. Gopalan Srinivasan	Non-Executive Independent Director
5. Dr. Ritu Niraj Anand	Non-Executive Independent Director
6. Ms. Himani Atul Kapadia	Non-Executive Independent Director
7. Mr. Ananda Mukerji	Non-Executive Independent Director
8. Mr. Vishal Vijay Gupta	Non-Executive Nominee Director
9. Mr. Gaurav Sharma	Non-Executive Nominee Director
Other KMPs
10. Mr. Mathew George*	Chief Financial Officer
11. Ms. Simmi Singh Bisht	Chief Compliance Officer & Company Secretary

*Mr. Mathew George, Chief Financial Officer resigned with effect from closing business hours of May 16, 2024.

Further, the Board at its meeting held on May 15, 2024 appointed Mr. Sandeep Daga as Chief Financial Officer of the Company with effect from May 17, 2024.

Retirement by Rotation & Re-appointment

A proposal for re-appointment of Mr. Vishal Vijay Gupta (DIN: 01913013) retiring director, as Non-Executive Nominee Director of the Company shall be placed before Members of the Company at the ensuing AGM.

Your Directors recommend his re-appointment on the Board of the Company. Disclosures pertaining to Director being re-appointed as 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 for reference of the Shareholders.

During the year under review, the Non-Executive/ Independent Directors of the Company had 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.

10) BOARD MEETINGS

The Board of Directors met 11 times during the said financial year on the following dates:

a) June 23, 2023

b) July 7, 2023

c) July 21,2023

d) August 2, 2023

e) August 25, 2023

f) December 15, 2023

g) January 3, 2024

h) January 9, 2024

i) January 17, 2024

j) February 13, 2024

k) March 27, 2024

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. Requisite quorum was present 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, 2024:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

Details of meetings of the Board Committees held during the financialyear 2023-2024 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 meeting of Independent Directors was held on February 9, 2024, without the attendance of NonIndependent 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 Board to effectively and reasonably perform their 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.

The results of evaluation showed 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 9, 2024.

For the year ended March 31, 2024, 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 wellas 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 February 13, 2024. The overall feedback of the evaluation process was positive.

14) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act and Regulation 19 & 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, 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 the online proficiency self-assessment test conducted by; the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

16) 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 to be held in the year 2027-2028.

The Auditors Report provided by M/s. MSKA & Associates for the financial year ended March 31, 2024, is enclosed along with the financial statements in the Annual Report. 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 2023-2024.

Secretarial Auditors

M/s. BMP & Co. LLP, a firm of Practicing Company Secretaries has conducted the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is appended as Annexure-2 to this report. The report does not contain any qualification, reservation or adverse remark.

Further, in compliance to Regulation 24A of SEBI Listing Regulations, the material unlisted subsidiaries of the Company i.e., Medi Assist Insurance TPA Private Limited and Raksha Health Insurance TPA Private Limited have undertaken the secretarial audit for the financial year 2023-2024. The Secretarialaudit reports of the said subsidiaries are appended as Annexure-2A and Annexure-2B to this report. The report(s) do not contain any qualification, reservation or adverse remarks.

Cost Auditors

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company.

17) INTERNAL FINANCIAL CONTROLS

The Companys internal financial controlsystems 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.

18) 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.

19) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

20) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per the SEBI Listing Regulations, Business Responsibility and Sustainability Report of the Company for the financial year 2023-2024 forms a part of this Annual Report.

21) EMPLOYEE STOCK OPTION SCHEME

The Employee Stock Option Scheme of the Company titled Employee Stock Option Scheme 2013 (ESOP Scheme) was implemented in the financial year 2013-2014.

During the year under review, the Company has obtained in-principle approvals from the Stock Exchanges in relation to the said scheme for allotment of equity shares against the vested stock options.

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://mediassist.in/assets/pdf/ investor-relations/mahs/esop/esop-annexure-fy-23-24.pdf

22) 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 ManagerialPersonnel) 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 Chief Compliance Officer & Company Secretary of the Company at investor.relations@ mediassist.in

23) 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 socio-economic 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.

24) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or guarantee under Section 186 of the Act. Details of Investments covered under the provisions of Section 186 of the Act, are given in Note no. 7(a) to the standalone financial statements in the Annual Report.

25) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-2024, 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

26) 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 2023-2024 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

27) 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 nonperishable 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 conditioners, lights, 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.

(iii) Capital investment on energy conservation equipment: Nil

(B) Technology Absorption

Medi Assist has embarked on a significant modernization initiative, transforming 80% of its technology stack. By transitioning from traditional hypervisors to open-source technology and highly scalable container orchestration for microservices, the Company has achieved substantial energy savings and reduced totalcost of ownership. ⁵ This strategic move has also enabled efficient resource pooling, further enhancing operational efficiency.

To amplify these benefits, Medi Assist has deployed realtime dashboards across various departments. These \ dashboards provide immediate visibility into critical performance indicators, empowering stakeholders to proactively monitor operations, identify trends, and address potential issues before they escalate. This data-driven approach fosters collaboration, streamlines communication, and promotes a culture of accountability throughout the organization.

In a move to further differentiate itself in the IPMI market,

Medi Assist has chosen to develop its platform in-house.

This collaborative approach allows the business team to work closely with product, engineering, and data science teams, ensuring alignment between business goals and technological capabilities. Moreover, inhouse development enables Medi Assist to preserve its intellectual property, providing a distinct competitive advantage and positioning the Company at the forefront : of healthcare technology innovation. ;

(C) Foreign Exchange Earnings and Outgo

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

(Amount in millions)

Particulars	2023-2024	2022-2023
Foreign exchange earnings	4.54	0.28
Foreign exchange outgo	2.45	8.77

28) 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 from the Annual return filed for the period ended March 31,2024 under POSH Act:

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 of during the year	NIL
d. Number of cases pending at the end of the year	NIL
e. Number of cases resolved beyond 90 days	NIL

29) AWARDS AND ACCOLADES

During the financial year 2023-2024, the group has won the following awards and accolades for business and operational excellence:

a) Best Use of Predictive Analysis for Fraud Detection, 2024 - Awarded by Quantic India at the Data Analytics & AI Show 2024.

b) TPA of the Year, March 7, 2024 - Awarded by Synnex Group at the India Insurance Summit.

30) OTHER DISCLOSURES

a) 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 2023-2024, 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 said policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the Company.

This mechanism also provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and also provides for 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.

During the financial year 2023-2024, the Company has not received any protected disclosure.

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, 2024.

h) Annual Return of the Company

Pursuant to Section 92(3) of the Act, the Annual Return in Form MGT-7 has been uploaded on the website of the Company and can be accessed at https://mediassist.in/ investor-relations/

i) Significant and material orders passed by Regulators or Courts

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

j) Material changes and commitments, if any

There were 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 secretarial standards issued by the Institute of Company Secretaries of India.

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

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

m) Insolvency and Bankruptcy Code, 2016

During the year, 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.

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

During the year, there was no one-time 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.

o) 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 During the financial year under review, the Company has not made any preferential allotment or qualified institutionalplacement. However, the Company has made Initial Public Offer (IPO) in the form of Offer for Sale and hence the provisions with respect to Regulation 32 of SEBI Listing Regulations is not applicable to the Company for the said IPO.

p) 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.

q) 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.

r) 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.

31) 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 61 material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments co 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.

32) 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 & Chief Executive Officer
DIN: 01606329	DIN:06643677
Date: May 15, 2024
Place: Bengaluru