The Board of Directors ("Board") are pleased to present the Company's Fifteenth Annual Report along with the audited
financial statements for the year ended March 31, 2025

Financial Performance

The financial performance of the Company for the year ended March 31, 2025 and March 31, 2024 is
summarised below:

Review of Operations and Performance

During the year under review, the Company achieved a consolidated turnover of H 1,711.00 Crores as compared to
H 1,332.15 Crores in financial year 2023-24. On account of efficient operations, the Company has achieved a consolidated
after tax net profit of H 110.34 Crores in financial year 2024-25 as compared to the net profit of H 95.05 crore in financial
year 2023-24.

At a standalone level, the Company achieved a turnover of H 1,043.89 Crores in financial year 2024-25 as against a
turnover of H 835.06 Crores in financial year 2023-24. Further, with respect to the standalone net profit after tax, the
Company achieved H 21.93 Crores during the financial year 2024-25 as compared to the net profit of H 23.83 Crores during
the financial year 2023-24.

During the year, the company and its subsidiaries have opened 27 new surgical centres, comprising two branches in
Andra Pradesh; three branches in Tamil Nadu; six branches in Telangana; three branches in Punjab; one branch in Uttar
Pradesh; three branches in Karnataka; four branches in Maharashtra; one branch in Jammu and Kashmir; one branch
in Gujarat and three branches in International locations. The company has opened 31 new primary centres during the
year. On May 27, 2025, the Company expanded its operations in a new geography, opened its first eye care facility in
the National Capital Region, New Delhi.

Management Discussion and Analysis

As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI Listing Regulations'), the Management Discussion and Analysis forms part of this
Annual Report.

Share Capital

As of March 31, 2025, the authorised share capital of the Company is at H 90,00,00,000 divided into:

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

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

The issued, subscribed and paid up equity share capital stands at H 31,58,79,846 consisting of 31,58,79,846 equity shares
of H 1 each.

During the year under review pursuant to the shareholder's resolution dated September 05, 2024, 5,42,00,000 equity
shares of face value H 10 were sub-divided into 54,20,00,000 equity shares of face value H 1 each.

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

During the financial year under review, the Company
came out with an Initial Public Offer of its equity
shares aggregating to H 3,027.26 Crores, comprising a
combination of fresh issue aggregating to H 300 Crores
and offer for sale aggregating to H 2,272.26 Crores. The
issue was open for subscription from January 29, 2025
to January 31, 2025. The equity shares of the Company
have been listed on BSE Limited (BSE) and the National
Stock Exchange of India Limited NSE with effect from
February 04, 2025.

Transfer to Reserve

The Company has not made any transfer of amounts to
general reserve during the year.

Material Changes affecting the
Financial Position of the Company

No material changes other than those disclosed as part
of this Annual Report, affecting the financial position of
the Company have occurred between March 31, 2025 and
as on the date of the is Annual Report.

Dividend

The Board does not recommend any dividend on the
equity shares of the Company for the financial year
ended March 31, 2025 considering that the Company is
in growth stage and requires funds to support its growth
objectives. The Dividend Distribution Policy, in terms
of Regulation 43A of the SEBI Listing Regulations can
be accessed at https://dragarwals.co.in/wp-content/
uploads/2024/09/Dividend-Distribution-Policy.pdf.

Deposits

The Company has not accepted any deposits from the
public during the year under review.

Transfer of Unclaimed Dividend
to Investor Education and
Protection Fund

No amount was required to be transferred to Investor
Education and Protection Fund during the year.

Particulars of Loans, Guarantees
or Investments

The Company makes investments or extends loans/
guarantees to its subsidiaries for their business purposes
as and when required by them for its emergent business
requirements. The details of loans, guarantees and
investments covered under Sections 185 and 186 of the
Companies Act, 2013 ("the Act") along with the purpose
for which such loan or guarantee were utilised forms part
of the notes to standalone financial statements attached
to this Annual Report.

Disclosure under Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014

There was no instance of one-time settlement with any
bank or financial institution.

Board and Committee Meetings

The details regarding the meetings of the Board and its
Committees thereof are given separately in the report
on Corporate Governance as Annexure VII to this Annual
Report. The gap intervening between two meetings of
the Board is within the stipulated timeframe prescribed
in the Act, and SEBI Listing Regulation.

Committees of the Board

The details of the powers, functions, composition and
meetings of the Committees of the Board held during
the year are given in the report on Corporate Governance
forming part of the Annual Report.

Declaration by Independent Directors

The Company has received declaration of independence
from the Independent Directors under Section 149(7) of
the Act and Regulation 16 (1) (b) and Regulation 25 of the
SEBI Listing Regulations confirming that they meet the
criteria of independence which has been duly evaluated
by the Board. Further, all the Independent Directors have
confirmed that they have registered themselves on the
Independent Director's data bank maintained by the
Indian Institute of Corporate Affairs as mandated by
Companies (Appointment and Qualification of Directors)
Rules, 2014. The Independent Directors have complied
with the code for Independent Directors prescribed in
Schedule IV to the Act and in the opinion of the Board,
the Independent Directors appointed during the year are
persons of integrity, expertise and experience (including
the proficiency).

Familiarisation Programme for
Independent Directors

Disclosure pertaining to familiarisation programme
for Independent Directors is provided in the report

on Corporate Governance Report forming part of this
Annual Report.

Separate Meeting of
Independent Directors

During the year under review, the Independent
Directors met on January 23, 2025 without the presence
of Non-Independent Directors and members of
the management.

Nomination and Remuneration Policy

The Board has, on the recommendation of the
Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors, key
managerial personnel, senior management personnel
and their remuneration. The salient features of the
remuneration policy and its details are stated in the
report on Corporate Governance. The remuneration
policy approved by the Board can be accessed at
https://dragarwals.co.in/wp-content/uploads/2024/09/
Nomination-and-Remuneration-Policy.pdf.

Subsidiary Companies

As on March 31, 2025, the Company has five subsidiaries, eight step-down subsidiaries:

Performance of Subsidiaries/
Associates/ Joint Venture

As on March 31, 2025, the Company has five subsidiaries
(out of which one is an overseas subsidiary) and one
associate company. Further, the Company does not
have any joint ventures. There has been no change in
the nature of the business of the subsidiary companies
during the year under review. A separate statement
containing the salient features of financial statements
of subsidiaries, and associate of the Company in the
prescribed Form AOC - 1 is annexed and forms part of
this Annual Report, in compliance with Section 129(3) of
the Act.

The Company has formulated a policy for determining
material subsidiaries. The said policy is also available
on the Company's website at https://dragarwals.co.in/
wp-content/uploads/2024/09/Policy-for-Determining-
Materiality-Subsidiaries.pdf.During the year under review,
Dr. Agarwal's Eye Hospital Limited and Orbit Healthcare
Services (Mauritius) Limited were material subsidiaries to
the Company as per the SEBI Listing Regulations.

During the year under review, no company has become
or ceased to be a subsidiary, joint venture or associate
of the Company; except Dr. Thind Eye Care Private
Limited which became a subsidiary by virtue of the share
subscription agreement.

Conservation of Energy

The Company is deeply committed to conserve energy in
its operations, which leads to optimised energy utilisation
and reduction of emission of greenhouse gases.
The Company endeavours to ensure environmental
sustainability and integrates eco-conscious practices
across its operations. The Company is mindful about
environment protection and energy conservation and
strives to evolve new technologies to see to that, the
infrastructure is more energy efficient. The Company
does internal campaigns to promote energy conscious
behaviour among the employees. Additionally, the
Company has made a conscious shift to LED lights
across all its facilities against the traditional lights to
reduce the electricity consumption. These LED lights also
generate lesser heat resulting in faster cooling at lower
electricity consumption.

Technology Absorption

The Company has been a front runner in adopting latest
technology. The infrastructure is regularly upgraded to
ensure scalability and round the clock availability in all
circumstances. Right from migrating critical applications
to the cloud and ensuring adequate business continuity,
the Company has used technology to improve the
work experience of the resources and ensure efficient
delivery to the patients. The Company is exploring new
technologies and improving the existing technologies
applicable to the healthcare business.

Foreign Exchange Earnings and Outgo

Internal Financial Controls

The Company's internal control procedures which
includes internal financial controls, ensure compliance
with various policies, practices and statutes and keeping
in view the organisation's pace of growth and increasing
complexity of operations. This ensures the safeguarding
of assets and properties of the Company and prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely
preparation of reliable financial information.

The Audit Committee, periodically reviews the adequacy
and effectiveness of internal control systems and
provides guidance to further strengthen them.

Disclosure as required under Section
22 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company is committed to provide a safe working
environment free from discrimination and harassment
for all its employees and associates. The Company has a
Policy on Prevention of Sexual Harassment in accordance
with the provisions of Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act").

Internal Complaints Committee (ICC) has also been set
up to redress the complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy.
ICC has its presence at corporate offices as well as at
all branches. The Company has in place an effective
mechanism for dealing with complaints relating to sexual
harassment at the workplace.

The details relating to number of complaints received and
disposed of during financial year 2024-25 are as under:

Number of complaints received during the - Nil
financial year

Number of complaints disposed off during - Nil
the financial year

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

Directors and Key
Managerial Personnel

As on March 31, 2025, the Company has ten Directors
with an optimum combination of Executive and Non¬
executive Directors including two Nominee Directors
and the Chairperson being a Non-executive Director. The
Board has five Independent Directors including a woman
Independent Director.

The composition of the Board of the Company and other
details required under SEBI Listing Regulations are given
separately in the report on Corporate Governance as
Annexure VII to this Annual Report.

The following are the Key Managerial Personnel (KMP) of
the Company as on March 31, 2025:

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

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

• Mr. Yashwanth Venkat, Chief Financial Officer

• Mr. Thanikainathan Arumugam, Company Secretary
and Compliance Officer

Changes after March 31, 2025, until the
date of the Report

There are no changes after March 31, 2025 until the date
of this Annual Report.

Particulars of Employees

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
set out in prescribed format and annexed herewith as
Annexure III to this Annual Report. Further, the Annual
Report and the accounts are being sent to the members
excluding the statement as required under Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. In terms of Section
136 of the Act, the said annexure is open for inspection.
Any shareholder interested in obtaining a copy of the
same may write to the Company Secretary and the same
will be provided free of cost to the shareholder.

Dr. Agarwal's Health Care Limited
Employees Stock Option Scheme 2022

Statement pursuant to Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 read with
Regulation 14 of the SEBI (Share Based Employee
Benefits) Regulations, 2014 forms part of this Annual
Report as Annexure IV.

Report on Corporate Governance

The Company embeds sound Corporate Governance
practices and constantly strives to adopt emerging best
practices. In compliance to the provisions of Regulation
34 of the SEBI Listing Regulations. Report on Corporate
Governance of the Company forms part of this Annual
Report as Annexure VII.

Reporting of Fraud

No instance of fraud committed against the Company
by its officers or employees has been reported by either
Statutory Auditor or Secretarial Auditor or Cost Auditor
during the year under review.

Auditors

Statutory Audit

M/s. Deloitte Haskins and Sells, Chartered Accountants,
were appointed as the Statutory Auditors of the
Company at the 11^th Annual General Meeting for a period
of five years till the conclusion of 16^th Annual General
Meeting of the Company. The auditors have confirmed
that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India
(ICAI) and holds a valid certificate issued by the peer
review Board of the ICAI. The audit report for financial
year ended March 31, 2025 does not contain any
qualification, reservation or adverse remark.

The audit report is enclosed with the financial statements
in the Annual Report.

Secretarial Audit

In terms of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board appointed Mr. K.
Rajagopalan, Practicing Company Secretary as Secretarial
Auditor to conduct the audit of Secretarial Compliance of
the Company for financial year 2024-25.

The Secretarial Audit Report of the Company in form
MR - 3 for financial year 2024-25 is enclosed as Annexure I
to this Annual Report and it does not contain any
qualification, reservation or adverse remark.

Internal Audit

M/s. RGN Price & Co., Chartered Accountants, were
appointed as Internal Auditors of the Company to
periodically audit the adequacy and effectiveness of
the internal controls laid down by the management.
During the year, no material weakness in our operating
effectiveness was observed.

During the financial year 2024-25, the Internal Audit
Report does not contain any qualification, reservation or
adverse remark.

Cost Records and Cost Audit

In terms of Section 148 of the Act read with Rule 6(2) of
the Companies (Cost Records and Audits) Rules, 2014, the
Board appointed M/s. BY & Associates, Cost Accountants
in practice to undertake Cost Audit of the Company for
financial year 2024-25. Further, for financial year 2024¬
25, the Cost Auditors have provided no qualification or
adverse remark in the Cost Audit Report and provided an
unmodified opinion. The Company maintains the cost
records as per the provisions of Section 148(1) of the Act
and rules and regulations made thereunder.

Whistle Blower/Vigil Mechanism

The Company believes in promoting a culture of trust
and transparency and the vigil mechanism resonates
it. The Company has adopted a vigil mechanism as
envisaged in the Act and the SEBI Listing Regulations,
and is implemented through the Company's whistle
blower policy which forms a part of the Code of Conduct.
The whistle blower policy outlines the method and
process for the stakeholders to voice genuine concerns
about unethical conduct that may be an actual or
threatened breach with the Company's Code of Conduct.
The policy aims to ensure that genuine complainants are
able to raise their concerns in full confidence, without
any fear of retaliation or victimisation and also allows
for anonymous reporting of complaints and makes
provision for direct access to the Chairman of the
Audit Committee. The vigil mechanism/whistle blower
policy is available on the Company's website at https://

dragarwals.co.in/wp-content/uploads/2024/09/Vigil-

Mechanism-Whistle-Blower-PolicLi.pdf

Secretarial Standards

The Company has duly complied with Secretarial
Standards issued by the Institute of Company Secretaries
of India on Meetings of the Board of Directors (SS-1) and
shareholders (SS-2).

Extract of Annual Return

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

Related Party Transactions

All transactions with related parties were reviewed and
approved by the Audit Committee and are in accordance
with the policy on related party transactions and the
related party framework, formulated and adopted by
the Company.

All contracts/arrangements/transactions entered into by
the Company during the year under review with related
parties were in the ordinary course of business and on
arm's length. All transactions entered into with related
parties were approved by the Audit Committee of the
Company. During the year under review, the Company had
not entered into any contract/arrangement/transaction
with related parties which could be considered material in
accordance with the policy on related party transactions
or which is required to be reported in Form No. AOC - 2 in
terms of Section 134(3)(h) read with Section 188 of the
Act, and Rule 8(2) of the Companies (Accounts) Rules,
2014. Accordingly, there are no transactions that are
required to be reported in Form No. AOC - 2. Transactions
with related parties, as per requirements of Indian
Accounting Standard 24 and Schedule V of SEBI Listing
Regulations are disclosed in the note no. 53 and 59 of the
notes forming part of the standalone and consolidated
financial statements respectively in the Annual Report.
The form is enclosed as Annexure II.

In line with the requirement of the Act and the SEBI
Listing Regulations, as amended, the Company has
formulated a policy on related party transactions for
identifying, reviewing, approving and monitoring of
related party transactions and the same is available on
the website of the Company at https://dragarwals.co.in/
wp-content/uploads/2024/09/Polic^-on-Related-Part^-
Transactions.pdf.

Code of Business Conduct and Ethics

The Board has approved a Code of Conduct and Ethics in
terms of Schedule V of the Act and SEBI Listing Regulation.
All the Board members and the senior management have
confirmed compliance with the code for the year ended

March 31, 2025. The Annual Report contains a declaration
to this effect signed by the Chief Executive Officer as
Annexure B.

Details of Significant and Material
orders passed by Regulators or Courts
or Tribunals

There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations
in future.

Risk Management

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

Evaluation of Board's Performance

The performance of the Board was evaluated after
seeking inputs from all the Directors. The Board has
carried out an evaluation of its own performance,
Committees as a whole, Independent and Non¬
independent Directors and that of its Directors
individually. The manner in which the evaluation
has been carried out is explained in the report on
Corporate Governance.

Change in nature of business

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

Insolvency and Bankruptcy Code

During the year under review, there was no application
made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016, hence the requirement to
disclose the details of application made or proceeding
pending at the end of financial year is not applicable.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act,
read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, and amendment thereof, the Board
has constituted a Corporate Social Responsibility (CSR)
Committee. The composition of the CSR Committee is
provided in the report on Corporate Governance, which
forms part of this Annual Report.

A brief outline of the CSR philosophy, the CSR initiatives
undertaken during financial year 2024-25 together with
progress thereon and the report on CSR activities in the
prescribed format, as required under Section 134(3)(o)
read with Section 135 of the Act, and the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
are set out in Annexure V to this Annual Report and

the CSR Policy can be accessed at https://dragarwals.

co.in/wp-content/uploads/2024/09/Corporate-Social-

Responsibility-Policy.pdf.

Director's Responsibility Statement

In terms of Section 134 (5) of the Act, the Board, to the

best of their knowledge and ability, confirm:

i. That in the preparation of the annual accounts
for the financial year ended March 31, 2025,
the applicable accounting standards had been
followed along with proper explanation relating to
material departures.

ii. The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were reasonable and prudent
so as to give a true and fair view of the state-of-
affairs of the Company at the end of the financial
year March 31, 2025, and of the profit and loss of the
Company for the year under review.

iii. The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities.

iv. The Directors have prepared the annual accounts on
a going concern basis.

v. The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

vi. The Directors have devised proper system to ensure
compliance with the provisions of all applicable
laws and that such system is adequate and
operating effectively.

Acknowledgement and Appreciation

The Directors wish to thank all the employees for their
contribution, support and continued commitment
throughout the year. The Directors take this opportunity
to thank the shareholders, financial institutions,
vendors, banks, customers, suppliers and regulatory and
governmental authorities for their continued support to
the Company.

For and on behalf of the Board of Directors,
Dr. Agarwal's Health Care Limited

Dr. Amar Agarwal

Place: Chennai DIN: 00435684

Date: May 28, 2025 Chairman and Non-executive Director