Your Directors have the pleasure in presenting the Twenty Fifth Board's Report of Medi Assist Healthcare
Services Limited (the 'Company' or 'MAHS') together with the Audited Financial Statements (Consolidated and
Standalone) for the financial year ended March 31,2025.

1) OVERVIEW OF FINANCIAL PERFORMANCE

Performance Highlights:

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

The Company on a standalone basis, clocked a total
revenue of ' 1,582.52 Million resulting in Earnings
Before Interest, Tax, Depreciation and Amortization
(EBITDA) of ' 593.15 Million and Profit Before Tax
(excluding exceptional item) of ' 445.54 Million, an
increase of 21.18% on a year-on-year basis.

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

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

2) DIVIDEND

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

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

3) TRANSFER TO GENERAL RESERVES

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

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

4) UPDATE ON CORPORATE ACTIONS

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

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

During the year under review, the Registered
Office of the Company was shifted from the
'State of Karnataka' situated at Tower D, 4^th Floor,

IBC Knowledge Park, 4/1, Bannerghatta Road,
Bengaluru - 560 029 to the 'State of Maharashtra'
situated at AARPEE Chambers, SSRP building, 7^th
Floor, Andheri Kurla Road, Marol Co-operative
Industrial Estate Road, Gamdevi, Marol, Andheri
East, Mumbai - 400 059, pursuant to Certificate
of Registration of Regional Director Order dated
January 10, 2025.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5) SUBSIDIARIES/JOINT VENTURES AND
ASSOCIATES

As at March 31, 2025, the Company has 4 direct

subsidiaries and 2 indirect subsidiaries, as under:

a) Medi Assist Insurance TPA Private Limited, India;

b) International Healthcare Management Services
Private Limited, India;

c) Mayfair Consultancy Services India Private
Limited, India

d) Mayfair We Care Limited, UK

e) Mayfair We Care PTE. Ltd, Singapore

f) Mayfair We Care Philippines Limited., Philippines

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

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

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

6) ACCOUNTS OF SUBSIDIARIES

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

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

Further, pursuant to the provisions of Section 129(3) of
the Act, a statement containing salient features of the
financial statements of the Company's subsidiaries as

required in Form AOC 1 is appended as an Annexure-1
to this Report.

7) MATERIAL SUBSIDIARIES

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

For the financial year 2024-25, Medi Assist Insurance
TPA Private Limited and Raksha Health Insurance
TPA Private Limited (upto January 1, 2025) have been
categorized as material subsidiary(s) of the Company
as per the thresholds laid down under the SEBI Listing
Regulations.

8) SHARE CAPITAL
Authorized Share Capital:

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

Issued, Subscribed and Paid-Up Share
Capital:

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

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

Change in Directorate and KMP during
the year under review

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

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

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

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

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

e) Based on the recommendation of Nomination and
Remuneration Committee, the Board approved
the appointment of Mr. Ashwin Raghav as Non¬
Executive, Independent Director of the Company

for a term of 5 years from February 5, 2025 to
February 4, 2030 (both days inclusive) subject to
approval by the shareholders of the Company.

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

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

g) Mr. Mathew George, Chief Financial Officer
resigned with effect from closing business hours
of May 16, 2024. Further, the Board on May 15,
2024 appointed Mr. Sandeep Daga as Chief
Financial Officer of the Company with effect from
May 17, 2024.

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

Retirement by Rotation & Re-appointment

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

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

During the year under review, the non-executive/
independent directors of the Company had 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 6 times during the year
under review on the following dates:

a) May 15, 2024

b) August 13, 2024

c) August 26, 2024

d) November 14, 2024

e) February 5, 2025

f) March 25, 2025

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

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

11) COMMITTEES OF THE BOARD

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

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

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

12) INDEPENDENT DIRECTORS' MEETING

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

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

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

14) POLICY ON DIRECTORS APPOINTMENT
AND REMUNERATION

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

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

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

15) DECLARATION BY INDEPENDENT
DIRECTORS

In accordance with Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations,
each Independent Director has confirmed to the
Company that they continue to meet the criteria of
independence as laid down in Section 149(6) of the
Act and Regulation 16(1)(b) of SEBI Listing Regulations.

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

experience and proficiency in their respective fields.
Further, all Independent Directors have confirmed
that they have registered with the data bank of
Independent Directors maintained by; and are either
exempt or have completed/shall complete within
the statutory timelines 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) DISCLOSURE WITH RESPECT TO
REMUNERATION DRAWN BY MANAGING
DIRECTOR/ WHOLE-TIME DIRECTOR FROM
HOLDING/ SUBSIDIARY COMPANY

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

Further, the Company does not have a holding
Company.

17) AUDITORS AND AUDIT REPORTS
Statutory Auditors

At the 22^nd Annual General Meeting of the Company
held on September 28, 2022, M/s. MSKA & Associates,
Chartered Accountants (FRN: 105047W) were
appointed as the Statutory Auditors of the Company
for a period of five years, from the conclusion of the
22^nd AGM till the conclusion of the 27^th Annual General
Meeting of the Company.

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

Internal Auditors

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

Secretarial Auditors

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

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

Further, pursuant to SEBI ListingRegulations, a proposal
to appoint M/s. BMP & Co. LLP (a Peer Reviewed

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

Cost Records and Cost Auditors

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

18) INTERNAL FINANCIAL CONTROLS

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

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

19) CORPORATE GOVERNANCE REPORT

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

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

20) MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

21) BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

22) EMPLOYEE STOCK OPTION SCHEME

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

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

A statement giving detailed information on stock
options granted to employees under the ESOP
Scheme as required under Section 62 of the Act and
Regulation 14 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 is available on
Company's website and can be accessed at https://
www.mediassist.in/assets/pdf/investor-relations/
mahs/esop/esop-annexure-fy-24-25.pdf.

23) PARTICULARS OF EMPLOYEES

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

As per the provisions of Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, a statement containing names of top ten
employees in terms of remuneration drawn and the
particulars of employees forms part of this report.
However, in terms of the first proviso to Section 136(1)
of the Act, Annual Report excluding the aforesaid
information, is being sent to Shareholders of the
Company and others entitled thereto.

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

24) CORPORATE SOCIAL RESPONSIBILITY

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

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

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

27) RISK MANAGEMENT

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

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

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

28) CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO

(A) Conservation of Energy:

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

Your Company is an environmentally responsible
organization. While we are not in an energy intensive
industry and hence do not require any special
measures to be taken, the Company is focused on
positive ecological impact as a responsible member of
the society. Adequate measures are taken to reduce
and restrict usage of non-perishable and harmful
materials and several initiatives are in the process
of being implemented towards conserving energy,
recycling, water preservation in the office premises
as well as switching off air 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 is implementing a data strategy centered
around leveraging digital assistants to transform its
operations. These assistants, powered by state-of-the-
art AI models and trained extensively on Medi Assist's
internal data, are designed to handle everything
from mundane tasks to complex data requests.
This strategic move aims to empower employees by
providing them with role-specific information and
tools, thereby enhancing efficiency and allowing them
to focus on higher-value activities. Furthermore, a key
objective of this initiative is to eliminate information

asymmetry that currently exists due to Medi Assist's
extensive PAN India presence and the challenges
posed by regular industry attrition. By centralizing
knowledge and making it readily accessible through
these digital assistants, Medi Assist expects to foster
a more informed workforce, standardize information
flow across all locations, and mitigate knowledge loss
caused by employee turnover.

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

30) AWARDS AND ACCOLADES

During the financial year 2024-25, the group has won
the following awards and accolades for business and
operational excellence:

a) 'TPA of the Year 2024' at India Insurance Summit
and Awards: Awarded by Synnex Group.

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

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

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

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

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

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

31) OTHER DISCLOSURES

a) Change in nature of Business

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

b) Remuneration details as per Schedule V of
the Act

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

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

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

d) Loans from Directors or Director's Relatives

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

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

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

f) Vigil Mechanism/Whistle Blower Policy

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

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

g) Reporting of Fraud

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

h) Annual Return of the Company

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

i) Significant and material orders passed by
Regulators or Courts

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

j) Material changes and commitments, if any

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

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

k) Secretarial Standards

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

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

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

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

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

n) Insolvency and Bankruptcy Code, 2016

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

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

During the year under review, there was no 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.

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

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

q) Compliance on Maternity Benefit Act, 1961

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

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

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

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

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

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

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

32) DIRECTORS' RESPONSIBILITY
STATEMENT

Pursuant to the requirement under Section 134(5) of
the Act with respect to the Directors' Responsibility
Statement, the Board of Directors of your Company
state that:

a) in the preparation of the annual financial
statements, the applicable accounting standards
have been followed along with proper explanation
relating to material departures, if any;

b) the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit of the Company
for that period;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

d) the annual financial statements have been
prepared on a going concern basis;

e) proper internal financial controls were laid
down and that the internal financial controls are
adequate and operating effectively;

f) the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and such systems are adequate
and operating effectively.

33) ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Dr. Vikram Jit Singh Chhatwal Satish V. N. Gidugu

Chairman and Whole-Time Director Whole Time Director and CEO

DIN:01606329 DIN:06643677

Place: Bengaluru
Date: August 07, 2025