Medi Assist Healthcare Services Ltd Directors Report

Dear Members,

Your Directors have the pleasure of presenting the Twenty Sixth 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, 2026.

1. OVERVIEW OF FINANCIAL PERFORMANCE

(Amount in INR Million)

	Standalone		Consolidated
Particulars	FY 2026	FY 2025	FY 2026	FY 2025
Revenue from operations	2,254.55	1,505.86	9,047.67	7,233.21
Other income	146.31	76.66	184.77	237.57
Total revenue	2,400.86	1,582.52	9,232.44	7,470.78
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	810.35	593.15	1,746.07	1,541.11
Finance Cost	65.26	36.30	214.12	102.99
Depreciation and amortization	203.22	187.97	771.25	557.82
Profit before exceptional items and tax	688.18	445.54	945.47	1,117.87
Exceptional Items	0.52	-	141.95	-
Profit before tax for the year from continuing operations	687.66	445.54	803.52	1,117.87
Tax Expenses	167.80	113.46	(89.59)	201.86
Profit for the year from continuing operations	519.86	332.08	893.11	916.01
(Loss) for the year from discontinued operations	-	-	-	(0.83)
Profit for the year	519.86	332.08	893.11	915.18
Other comprehensive income/(expense) for the year, net of income tax	(3.87)	(6.97)	26.73	(22.34)
Total comprehensive income for the year, net of tax	515.99	325.11	919.84	892.84

Performance Highlights:

During the financial year 2025-26, your Company along with its subsidiaries, has delivered a strong 25.09% growth in revenue from operations on a year-on-year basis.

The consolidated total revenue of the Company for the financial year 2025-26 was INR 9,232.44 Million as compared to INR 7,470.78 Million in the previous year, an increase of 23.58 % on a year-on-year basis.

The Company on a standalone basis, clocked a total revenue of INR 2,400.86 Million resulting in Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) of INR 810.35 Million and Profit Before Tax (excluding exceptional item) of INR 688.18 Million, an increase of 51.71% 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

The Board of Directors of the Company recommended a Final Dividend of INR 2/- per equity share of face value of INR 5/- each for the financial year ended March 31, 2026. Aggregate dividend payout, if approved, by the shareholders will be ~INR 149.22 Million, with a payout ratio of 40%.

Dividend is subject to approval of shareholders of the Company at the ensuing Annual General Meeting (AGM) and deduction of tax at source. Dividend, if approved, would be paid within 30 days from the date of AGM to those shareholders whose name appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM.

Dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company, which is in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The said 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 INR 520.95 Million to retained earnings.

Further, the closing balance of retained earnings as at March 31, 2026 after all appropriation and adjustments was INR 1,231.50 Million.

4. KEY DEVELOPMENTS DURING THE YEAR

During the year under review, your Company and its subsidiaries have initiated or undertaken the following:

a) Issuance of equity shares of the Company by way of preferential allotment on private placement basis

The Company has raised funds through preferential allotment on a private placement basis by issue of 37,01,000 fully paid-up equity shares of face value of INR 5/- each at a price of INR 535/-per equity share (including a premium of INR 530/- per equity share) aggregating to INR 1,98,00,35,000/- to Massachusetts Institute of Technology and 238 Plan Associates LLC in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The funds raised are utilised in line with the objects to the issue, as approved by the shareholders, in the Extra-Ordinary General Meeting held on September 04, 2025.

b) Re-classification of certain promoter/ promoter group to public shareholding category

The following entities were reclassified from Promoter and Promoter Group category to the Public category pursuant to approval accorded by the Stock Exchanges i.e., NSE & BSE on April 02, 2026, in accordance with Regulation 31A of the SEBI Listing Regulations:

# Name of the Entity	Category Pre-reclassification	Category Post-reclassification
1 Bessemer India Capital Holdings II Ltd	Promoter	Public
2 Bessemer Health Capital LLC	Promoter Group	Public
3 Bessemer Venture Partners Trust	Promoter Group	Public
4 Perfios Software Solutions Private Limited	Promoter Group	Public
5 Lentra AI Private Limited	Promoter Group	Public
6 Plobal Apps Inc	Promoter Group	Public

The aforesaid entities did not hold any equity shares and accordingly, the said reclassification had no impact on the overall shareholding pattern of the promoter and promoter group of the Company.

c) Scheme of amalgamation between International Healthcare Management Services Private Limited with Mayfair Consultancy Services India Private Limited, both wholly owned subsidiaries of the Company

The Board of Directors of the Company,

International Healthcare Management Services Private Limited (IHMS) and Mayfair Consultancy Services India Private Limited (MCSI) in their respective meetings held on February 06, 2026 have approved scheme of amalgamation of IHMS with MCSI under fast-track merger route through the Regional Director, Bengaluru (RD) in line with the provisions of Section 233 and other applicable provisions of the Companies Act, 2013 (the Act).

As on date of this report, RD has referred the matter to the Honble National Company Law Tribunal, Bengaluru (Honble NCLT). The amalgamation is now subject to approval of the Honble NCLT and other statutory/ regulatory approvals, as may be required. Necessary procedural formalities in this matter are underway.

d) Integration of Paramount Health Services & Insurance TPA Private Limited

Paramount Health Services & Insurance TPA Private Limited (Paramount TPA) was acquired by Medi Assist Insurance TPA Private Limited (Medi Assist TPA), a wholly owned subsidiary of 49 the Company on July 01, 2025. Pursuant to the acquisition, the Board of Directors of the Company, Medi Assist TPA and Paramount TPA evaluated all options to achieve a fast track integration of the business operations of Paramount TPA.

Following such evaluation, it was determined that the transfer of Paramount TPAs underlying TPA business to Medi Assist TPA would be undertaken through a slump sale transaction. Accordingly, transfer of TPA business from Paramount TPA to Medi Assist TPA was completed pursuant to a Business Transfer Agreement, effective February 1, 2026.

Subsequent to above, the necessary procedural formalities in this matter are underway.

5. SUBSIDIARIES/ JOINT VENTURES AND ASSOCIATES

As at March 31, 2026, the Company has 4 direct subsidiaries and 3 indirect subsidiaries, as under:

Direct Subsidiaries

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

Indirect Subsidiaries

a) Mayfair We Care PTE. Ltd, Singapore

b) Mayfair We Care Philippines Inc., Philippines

c) Paramount Health Services & Insurance TPAPrivate Limited, India - effective July 1, 2025

There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

During the year under review, no company ceased to be a subsidiary of the Company.

6. ACCOUNTS OF SUBSIDIARIES

The consolidated financial statements of the Company for the financial year 2025-26 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/#mahs-subsidiary-financials

Further, pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of 50 the financial statements of the Companys subsidiaries as at March 31, 2026, 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 Regulations. The Policy is available at Companys website at https://www.mediassist. in/assets/pdf/policy/policy-on-governance-of-subsidiaries.pdf

For the financial year 2025-26, Medi Assist Insurance TPA Private Limited and Paramount Health Services & Insurance TPA Private Limited have been categorized as material subsidiaries 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 INR 45,35,00,000/- divided into 9,07,00,000 equity shares of face value of INR 5/- each.

Issued, Subscribed and Paid-Up Share Capital:

During the financial year 2025-26, the paid-up share capital of the Company has increased from INR 35,26,12,820/- divided into 7,05,22,564 equity shares of face value of INR 5/- each to INR 37,30,47,135/- divided into 7,46,09,427 equity shares of face value of INR 5/- each.

There has been an increase in the paid-up share capital of the Company during the financial year pursuant to allotment of 37,01,000 equity shares through preferential issue on a private placement basis. Additionally, 3,85,863 equity shares were allotted upon exercise of stock options by employees under the 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 Act and SEBI Listing Regulations.

Changes in the Board of Directors during the year under review

a) Appointments/ Re-appointments

(i) Ms. Sunita Rebecca Cherian (DIN: 10188170) was appointed as an Additional Director (Non-Executive, Non Independent Director) of the Company effective February 06, 2026. The shareholders of the Company approved her appointment with requisite majority through Postal Ballot on April 26, 2026.

(ii) Dr. Ritu Niraj Anand (DIN: 00363699) is re-appointed as an Independent Director of the Company for the second term of 5 years from March 15, 2026 to March 14, 2031 (both days inclusive).

(iii) Dr. Vikram Jit Singh Chhatwal (DIN: 01606329) is re-appointed as Chairman and Whole-Time Director of the Company for a further period of five years from March 01, 2026 to February 28, 2031 (both days inclusive), not liable to retire by rotation.

(iv) Mr. Satish V N Gidugu (DIN: 06643677) is re-appointed as Whole-Time Director and Chief Executive Officer for a further period of five years with effect from March 01, 2026 to February 28, 2031 (both days inclusive), liable to retire by rotation.

The shareholders of the Company approved the re-appointment of Dr. Ritu Niraj Anand,Dr. Vikram Jit Singh Chhatwal and Mr. Satish V N Gidugu with requisite majority through Postal Ballot on February 24, 2026.

b) Resignation/ Cessation

(i) Mr. Vishal Vijay Gupta (DIN: 01913013) resigned as a Nominee Non Executive Director of the Company with effect from closure of business hours of November 05, 2025 pursuant to the divestment of shareholding of Bessemer Health Capital LLC and subsequent sale of shares by Bessemer India Capital Holdings II Limited held in the Company.

(ii) Ms. Himani Atul Kapadia (DIN: 00761555) completed her second and final term as Independent Director of the Company from the closure of business hours of March 14, 2026, consequently she ceased to be an Independent Director of the Company.

The Board of Directors of the Company places on record their appreciation for the valuable contributions made by Mr. Gupta and Ms. Kapadia during their association with the Company.

Changes in the KMP during the year under review

(i) Ms. Simmi Singh Bisht, Chief Compliance Officer & Company Secretary resigned from the closure of business hours of June 12, 2025.

(ii) Ms. Rashmi B V was appointed as an Interim Company Secretary & Compliance Officer effective June 13, 2025.

Board of Directors and KMP as on date of this report

The Board of the Company comprises of 8 Directors of which 1 is Executive Director, 5 are Independent Directors and 2 are Non-Executive Directors, details of which are provided below:

# Name and DIN	Designation
Executive Director
1. Mr. Satish V N Gidugu DIN: 06643677	Whole-Time Director & Chief Executive Officer (KMP)
Independent Directors
2. Dr. Ritu Niraj Anand DIN: 00363699	Non-Executive Independent Director
3. Mr. Narain Duraiswami DIN: 03310642	Non-Executive Independent Director
4. Ms. T.L. Alamelu DIN: 07628279	Non-Executive Independent Director
5. Mr. Madhavan Ganesan DIN: 01674529	Non-Executive Independent Director
6. Mr. Ashwin Raghav DIN: 10908920	Non-Executive Independent Director
Non-Executive Directors
7. Ms. Sunita Rebecca Cherian DIN: 10188170	Non-Executive, Non- Independent Director
8. Dr. Vikram Jit Singh Chhatwal* DIN: 01606329	Non-Executive, Non- Independent Director & Chairman of the Board
Other KMPs
9. Mr. Sandeep Daga	Chief Financial Officer
10. Ms. Rashmi B V	Company Secretary & Compliance Officer

*The Board of Directors in its meeting held on August 08, 2026 have approved the change in designation of Dr. Vikram Jit Singh Chhatwal from Whole-Time Director to Non-Executive, Non-Independent Director of the Company and continuation as the Chairman of the Board, subject to approval of the shareholders of the Company. Consequently, Dr. Chhatwal shall cease to be a Key Managerial Personnel with effect from the close of business hours of August 08, 2026. The requisite proposal seeking shareholders approval forms part of the Notice convening the ensuing AGM of the Company.

Retirement by Rotation and Re-appointment at the ensuing AGM

In terms of Section 152 of the Act, Ms. Sunita Rebecca Cherian (DIN: 10188170) retires by rotation and being eligible, offers herself for re-appointment. Your Directors recommend her re-appointment to the Board.

The detailed profile along with the disclosures required under the SEBI Listing Regulations and Secretarial Standard-2 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.

10. BOARD MEETINGS

The Board meets at regular intervals to review performance of the Company, to discuss and decide on various business strategies, policies and other matters.

Your Directors met 7 times during FY 2025-26. The intervening gap between two consecutive meetings was not more than 120 days. The details of the meeting along with the attendance of the Directors 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 specificareas and make informed decisions within the authority delegated to each of the Committees. The Company has following Committees as on March 31, 2026:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

The committees constitution/ re-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 05, 2026, 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 management and the Board that is necessary for the their Board to effectively duties.

13. ANNUAL PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors have carried out an annual evaluation of its own performance, board committees and individual directors (including the Chairman of the Board) pursuant to the provisions of the Act, SEBI Listing Regulations and Guidance Note on Board

Evaluation issued by the SEBI.

For the year ended March 31, 2026, 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 February 05, 2026.

The overall outcome of the evaluation was positive and the directors expressed satisfaction with the performance and effectiveness of the Board, its Committee and individual directors. The recommendations arising from the evaluation process were discussed at the Independent Directors meeting held on February 05, 2026.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act and Regulation19 read with Schedule II Part D of the SEBI Listing Regulations, the Nomination and Remuneration Committee of the Company has formulated the criteria for identificationand 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 Policy, inter alia, sets out the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, including the determination of qualifications, betweenthe independence of Directors and other related matters. The policy can be accessed at https://www.mediassist. in/assets/pdf/policy/nomination-remuneration-board-evaluation-diversity-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 ofIndependent Directors maintained by; and are either self exempt or have completed the online proficiency assessment test conducted by; the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

16. DISCLOSURE WITH RESPECT TO REMUNERATION DRAWN BY MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR FROM HOLDING/ SUBSIDIARY COMPANY UNDER SECTION OF 197(14) OF THE ACT

The Whole-Time Directors of the Company do not draw any remuneration from any of the subsidiaries 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 LLP (Formerly known as MSKA & Associates), Chartered Accountants (FRN: 105047W/W101187) 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 LLP the financial year ended March 31, 2026 is enclosed along with the financial statements in the Annual Report. Further, the Auditors Report does not contain any qualifications, adverse remarks.

Internal Auditors

M/s. PricewaterhouseCoopers Services LLP, Chartered Accountants were the Internal Auditors of the Company for the financial year 2025-26. for the year under review,

Secretarial Auditors ,

At the 25 th Annual General Meeting of the Company held on September 23, 2025, M/s. BMP & Co. LLP (Firm Registration No. L2017KR003200), Peer Reviewed Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company for a term of 5 consecutive years commencing from financial year 2025-26 till financial year 2029-30 (i.e., from the conclusion of 25 th AGM till the conclusion of the 30 th AGM of the Company). The Secretarial Audit

Report for the financial year 2025-26 is appended as Annexure-2A to this report. The audit report does not contain any qualification, reservation or adverse remark.

Further, in compliance with Regulation 24A of SEBI Listing Regulations, Medi Assist Insurance TPA Private Limited and Paramount Health Services & Insurance TPA Private Limited - material unlisted subsidiaries have undertaken the secretarial audit for the financial year 2025-26. The said secretarial audit report(s) are appended as Annexure-2B and Annexure-2C respectively to this report.

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 financial control systems internal 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 financial andreliable 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 ascribes 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 as Auditors Certificate 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 2025-26 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.

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/ investor-relations/#mahs-esop-disclosure

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

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.

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 2025-26, all the transactions with related parties were entered into at arms length 54 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.

No related party transactions entered during the year under review required prior approval of the shareholders of the Company as per the Act and SEBI Listing Regulations.

The Companys policy on dealing with Related Parties is available on the Companys website and can be accessed at https://www.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 Board of Directors has constituted a Risk Management Committee 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 2025-26 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://www.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 etc.

(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 recycling of waste paper.

(iii) Capital investment on energy conservation equipment: Nil

(B) Technology Absorption

During FY 2025-26, Medi Assist significantly accelerated investments in technology, advancing our digital transformation agenda while establishing new revenue streams. As an industry leader in healthcare administration technology, we continue to develop modular, scalable platforms tailored to the diverse needs of our ecosystem stakeholders.

Our core claims platform, MAtrix, demonstrated robust performance, managing high volumes across both domestic and international operations. MAtrix processed over 10.93 million health claims this fiscal year, reinforcing its position as the preferred claims management platform for a growing number of established and emerging insurance partners. in our AI- We also made significant driven capabilities to enhance efficiency across the payer-provider-patient continuum. Key innovations include:

• Raksha Prime: This service, which enables zero-wait discharge for members, facilitated over 320,000 discharges, significantly improving the patient experience.

• Maven Guard: Our proprietary fraud detection engine delivered over INR 540 crore in savings to our insurer partners, underscoring our commitment to operational integrity and cost governance.

These AI-powered solutions, alongside others like Maven IDP (Intelligent Document Processing) and Network-as-a-Service, are currently being integrated into broader insurer workflows.

By continuing to scale these technologies, we are strengthening our market leadership as a technology-enabled healthcare benefits administrator, delivering long-term value to our shareholders.

(C) Foreign Exchange Earnings and Outgo

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

(Amount in INR. Millions)

Particulars	2025-26	2024-25
Foreign exchange earnings	130.94	9.39
Foreign exchange outgo	29.73	25.20

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company follows a zero-tolerance approach towards sexual harassment and remains committed to ensuring the safety, dignity and well-being of all employees. 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 Committee (IC).

The Company continues to strengthen awareness and prevention through regular training of IC members, structured awareness programs, induction sessions for new employees and ongoing e-learning modules for employees.

The summary of complaints for the FY 2025-26 is as under:

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

30. AWARDS AND ACCOLADES

During the financial year 2025-26, the Company and the subsidiaries have won the following awards and accolades for business and operational excellence:

a) Best AIOps Implementation Team (Health Insurance) for excellence in AI-driven IT operations and innovation in healthcare technology: Awarded at the Dine with DevOps 3-2025 Awards

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

c) Best Data-Driven Insights for Delivering Business Value (InsurTech): Awarded at the 2nd Edition Data Analytics & AI Show 2025 by Quantic India. This recognition highlights Medi Assists leadership in leveraging data and AI to deliver measurable business impact.

d) TPA of the Year 2025: Awarded at the India Insurance Summit & Awards 2025 by Synnex Group.

e) Top 20 Most Innovative Practices: Awarded at the DivHERsity Awards 2025. This recognition was received for advancing innovative and inclusive workplace practices.

f) Company of the Year Cashless Services: Awarded by Finance Outlook India. This is recognised for excellence and leadership in cashless healthcare services.

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 Companies Act, 2013

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

c) Details relating to Public Deposits

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. Accordingly, 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 2025-26, 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 Regulations 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 to persons who avail 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 detailed in the Corporate Governance Report, which forms part of this Annual Report.

g) Reporting of Fraud

No frauds were reported by the Auditors as specified under Section 143 of the Act for the financial year 2025-26.

h) Annual Return of the Company

The Annual Return as on March 31, 2026 in the Form MGT-7 is available on the website of the Company and can be accessed at https://mediassist.in/ investor-relations/#mahs-annual-return

i) Significant

Regulators or Courts

There were no significant 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 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

The Company has not transferred unclaimed dividend or shares to the Investor Education and Protection Fund.

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) Proceedings under Insolvency and Bankruptcy Code, 2016

No proceedings are initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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

During the year under review, the Company allotted 37,01,000 equity shares on a preferential basis through private placement at an issue price of INR 535/- per equity share (including a face value of INR 5/- each), aggregating to INR 1,98,00,35,000/-. The allotment was made on October 10, 2025 in accordance with the provisions of the SEBI (Issue of Capital and or material orders Disclosure Requirements) Regulations, 2018 and Sections 42 and 62 of the Act read with the applicable rules made thereunder.

The details of utilization of proceeds from the preferential issue as at March 31, 2026 forms part of the Corporate Governance Report.

q) Compliance with Maternity Benefit Act, 1961

The Company is compliant with regards to the applicable provisions mandated under the Maternity Benefit Act, 1961.

r) Diversity and Inclusion

The Company continues to promote a diverse and inclusive workplace and remains committed to providing equal employment opportunities irrespective of gender identity or expression.

The gender-wise breakup of permanent employees as on the financial year ended March 31, 2026 has been provided in the Management Discussion and Analysis Report.

s) Disclosure under Section 43(a)(ii) of the Companies Act, 2013

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.

t) Disclosure under Section 54(1)(d) of the Companies Act, 2013

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.

u) Disclosure under Section 67(3) of the Companies Act, 2013

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 Section 134(5) of the Act with respect to the Directors Responsibility Statement, the Board of Directors of your Company confirm 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) they 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 period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records 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) they have prepared the annual financial statements on a going concern basis;

e) they have laid down proper internal financial controls and such internal financial controls adequate and operating effectively;

f) they 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	Satish V N Gidugu
Chhatwal	Whole-Time Director &
Non-Executive Director &	Chief Executive Officer
Chairman	DIN: 06643677
DIN: 01606329
Date: August 8, 2026
Place: Bengaluru