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

Financial Performance

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

Review of Operations and Performance

During the year under review, the Company achieved a consolidated turnover of H 2080.08 Crores as compared to
H 1,711.00 Crores in financial year 2024-25. On account of efficient operations, the Company has achieved a consolidated
after tax net profit of H 168.14 crores in financial year 2025-26 as compared to the net profit of H110.34 crore in financial
year 2024-25.

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

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

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

Management Discussion and Analysis

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

Share Capital

As of March 31, 2026, the authorised share capital of the Company is at 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 31,68,07,506 consisting of H 31,68,07,506 equity
shares of H 1 each.

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

Transfer to Reserve

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

Material Changes affecting the
Financial Position of the Company

No material changes other than those disclosed as part
of this Annual Report, affecting the financial position
of the Company have occurred between March 31, 2026
and as on the date of this Annual Report.

Dividend

The Board does not recommend any dividend on the
equity shares of the Company for the financial year
ended March 31, 2026 considering that the Company is
in growth stage and require funds to support its growth
objectives. The Dividend Distribution Policy, in terms
of Regulation 43A of the SEBI Listing Regulations can
be accessed athttps://dragarwals.co.in/dr-agarwals-
health-care/#corporate-policies.

Deposits

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

Transfer of Unclaimed Dividend to
Investor Education and Protection Fund

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

Particulars of Loans, Guarantees or
Investments

The Company makes investments or extends loans/
guarantees to its subsidiaries for their business purposes
as and when required by them for its emergent business
requirements. The details of loans, guarantees and
investments covered under Sections 185 and 186 of the

Companies Act, 2013 ('the Act') along with the purpose
for which such loan or guarantee were utilised forms
part of the notes to standalone financial statements
attached to this Annual Report.

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

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

Board and Committee Meetings

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

Committees of the Board

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

Declaration by Independent Directors

The Company has received declaration of independence
from the Independent Directors under Section 149(7) of
the Act and Regulation 16(1)(b) and Regulation 25 of the
SEBI Listing Regulations confirming that they meet the
criteria of independence which has been duly evaluated
by the Board. Further, all the Independent Directors have
confirmed that they have registered themselves on the
Independent 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.

Familiarisation Programme for
Independent Directors

Disclosure pertaining to familiarisation programme
for Independent Directors is provided in the report
on Corporate Governance Report forming part of this
Annual Report.

Separate Meeting of Independent
Directors

During the year under review, the Independent
Directors met on August 26, 2025 without the presence
of Non-Independent Directors and members of the
management.

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 athttps://
dragarwals.co.in/dr-agarwals-health-care/#corporate-
policies.

Subsidiary Companies

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

Performance of Subsidiaries/ Associates/
Joint Venture

As on March 31, 2026, the Company has five subsidiaries
(out of which one is an overseas subsidiary). Further,
the Company does not have any joint ventures. There
has been no change in the nature of the business of the
subsidiary companies during the year under review. A
separate statement containing the salient features of
financial statements of subsidiaries of the Company in
the prescribed Form AOC - 1 is annexed and forms part
of this Annual Report, in compliance with Section 129(3)
of the Act.

The Company has formulated a policy for determining
material subsidiaries. The said policy is also available on
the Company's website athttps://dragarwals.co.in/dr-
agarwals-health-care/#corporate-policies. During the
year under review, Dr. Agarwal's Eye Hospital Limited
and Dr. Thind Eye Care Private Limited were material
subsidiaries to the Company as per the SEBI Listing
Regulations.

During the year under review, no company has become
or ceased to be a subsidiary or joint venture of the
Company. Idearx Services Private Limited ceased to be
an associate company by virtue of termination of the
Shareholder's Agreement.

Conservation of Energy

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

These LED lights also generate lesser heat resulting in
faster cooling at lower electricity consumption.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

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 of Prevention of Sexual Harassment in accordance
with the provisions of Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act")

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

mechanism for dealing with complaints relating to
sexual harassment at the workplace.

The details relating to number of complaints received
and disposed off during the financial year 2025-26 are as
under:

Number of complaints received during the - Nil
financial year

Number of complaints disposed off during the - Nil
financial year

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

Directors and Key Managerial Personnel

As on March 31, 2026, the Company has nine Directors
with an optimum combination of Executive and
Non-executive Directors and the Chairperson being a
non-executive Director. The Board has five Independent
Directors including a woman Independent Director.

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

The following are the Key Managerial Personnel (KMP) of
the Company as on March 31, 2026:

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

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

• Mr. Yashwanth Venkat, Chief Financial Officer

• Mr. Thanikainathan Arumugam, Company Secretary
and Compliance Officer

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

There are no changes after March 31, 2026 until the date
of this Annual Report.

Particulars of Employees

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
set out in prescribed format and annexed herewith as
Annexure III to this Annual Report. Further, the Annual
Report and the accounts are being sent to the Members
excluding the statement as required under Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. In terms of Section
136 of the Act, the said annexure is open for inspection.

Any shareholder interested in obtaining a copy of the
same may write to the Company Secretary and the
same will be provided free of cost to the shareholder.

Dr. 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. S.R. Batliboi & Associates LLP, Chartered Accountants,
were appointed as the statutory auditors of the Company
through Postal Ballot to hold office until the conclusion
of 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, 2026
does not contain any qualification, reservation or adverse
remark. The audit report is enclosed with the financial
statements in the Annual Report.

Secretarial Audit

In terms of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, on the recommendation of the
Board, the shareholders at the fifteenth Annual General
Meeting have appointed Mr. Subramanian Chandrasekar,
Practicing Company Secretary as Secretarial Auditor
to conduct the audit of Secretarial Compliance of the
Company for a period of five consecutive years from the
financial year 2025-26 to 2029-30.

The Secretarial Audit Report of the Company in form
MR - 3 for the financial year 2025-26 is enclosed as
Annexure I to this Annual Report. The Secretarial Audit

Report of the unlisted material subsidiary, Dr. Thind Eye
Care Private Limited is annexed at: https://dragarwals.
co.in/dr-agarwals-health-care/#annual-financials. The
reports does not contain any qualification, reservation
or adverse remark.

Internal Audit

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

During the financial year 2025-26, the Internal Audit
Report does not contain any qualification, reservation,
adverse remark or disclaimer.

Cost Records and Cost Audit

In terms of Section 148 of the Act read with Rule 6(2)
of The Companies (Cost Records and Audits) Rules,
2014, the Board had appointed M/s. BY & Associates,
Cost Accountants in practice to undertake Cost Audit
of the Company for the financial year 2025-26. Further,
for the financial year 2025-26, the Cost Auditors have
provided no qualification or adverse remark in the Cost
Audit Report and provided an unmodified opinion.
The Company maintains the cost records as per the
provisions of Section 148(1) of the Act and rules and
regulations made thereunder.

Whistle Blower/ Vigil Mechanism

The Company believes in promoting a culture of trust
and transparency and the vigil mechanism resonates
it. The Company has adopted a vigil mechanism as
envisaged in the Act and the SEBI Listing Regulations
and is implemented through the 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/dr-agarwals-health-care/#corporate-
policies.

Secretarial Standards

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

Extract of Annual Return

In accordance with Sections 134(3)(a) and 92(3) of the
Act, the draft annual return in form MGT - 7 is placed
on the website athttps://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 of the Company on materiality of Related Party
Transactions or which is required to be reported in Form
No. AOC - 2 in terms of Section 134(3)(h) read with Section
188 of the Act, and Rule 8(2) of the Companies (Accounts)
Rules, 2014. Accordingly, there are no transactions that
are required to be reported in Form AOC - 2. Transactions
with related parties, as per requirements of Indian
Accounting Standard 24 and Schedule V of SEBI Listing
Regulations are disclosed in the note nos. 53 and 55 of the
notes forming part of the standalone and consolidated
financial statements respectively in the Annual Report.
The form is enclosed as Annexure II.

In line with the requirement of the Act and the SEBI
Listing Regulations, as amended, the Company has
formulated a policy on related party transactions for
identifying, reviewing, approving and monitoring of
related party transactions and the same is available on
the website of the Company athttps://dragarwals.co.in/
dr-agarwals-health-care/#corporate-policies.

Code of Business Conduct and Ethics

The Board of Directors have approved a Code of Conduct
and Ethics in terms of Schedule V of the Act and SEBI
Listing Regulations. All the Board members and the
senior management have confirmed compliance with
the code for the year ended March 31, 2026. The Annual
Report contains a declaration to this effect signed by the
Chief Executive Officer as Annexure B.

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

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

Risk Management

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

Evaluation of 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 was no change in the nature of business of the
Company during the financial year.

Insolvency and Bankruptcy Code

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

Corporate Social Responsibility

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

A brief outline of the CSR Philosophy, the CSR initiatives
undertaken during the financial year 2025-26 together
with progress thereon and the report on CSR activities in
the prescribed format, as required under Section 134(3)
(o) read with Section 135 of the Act, and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, are
set out in Annexure V to this Annual Report and the CSR
Policy can be accessed athttps://dragarwals.co.in/dr-
agarwals-health-care/#corporate-policies.

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, 2026, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures.

ii. The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the
state-of-affairs of the Company at the end of the
financial year March 31, 2026, and of the profit and
loss of the Company for the year under review.

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

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

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

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

Acknowledgement and Appreciation

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

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

Dr. Amar Agarwal

Place: Chennai (DIN: 00435684)

Date: May 21, 2026 Chairman and Non-executive Director