Directors Report of Medi Assist Healthcare Services Ltd.

Mar 31, 2025

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

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from operations	1,505.86	1,084.23	7,233.21	6,347.25
Other income	76.66	221.69	237.57	183.23
Total revenue	1,582.52	1,305.92	7,470.78	6,530.48
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	593.15	377.98	1,541.11	1,333.07
Finance Cost	36.30	1.91	102.99	31.66
Depreciation and amortization	187.97	115.24	557.82	430.77
Profit before tax (excluding exceptional item)	445.54	482.52	1,117.87	1,053.87
Tax Expenses	113.46	60.52	201.86	130.92
Profit after tax from continuing operations	332.08	212.00	916.01	712.95
Other comprehensive income/(expense) for the year, net of income tax	(6.97)	13.02	(22.34)	13.98
Total comprehensive income for the year, net of tax	325.11	207.50	892.84	705.80

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:

Name of the Entity	Effective Date	Remarks
Raksha Health	January 1,	Merged with
Insurance TPA	2025	Medi Assist
Private Limited		Insurance TPA Private Limited
Mayfair Group	March 11,	Dissolved
Holding Subcontinent Limited (United Kingdom)	2025

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.

9) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMP'') OF THE COMPANY

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI Listing
Regulations.

As at March 31,2025, the Board of the Company comprises of 9 Directors of which 2 are Executive Directors, 1 is
Nominee Director and 6 are Non-Executive Independent Directors, details of which are provided below:

#	Name and DIN	Designation
Executive Directors
1.	Dr. Vikram Jit Singh Chhatwal (DIN: 01606329)	Chairman & Whole-Time Director (KMP)
2.	Mr. Satish V N Gidugu (DIN: 06643677)	Whole-Time Director & Chief Executive Officer (KMP)
Non-Executive Directors
3.	Dr. Ritu Niraj Anand (DIN: 00363699)	Non-Executive Independent Director
4.	Ms. Himani Atul Kapadia (DIN: 00761555)	Non-Executive Independent Director
5.	Ms. T.L. Alamelu (DIN: 07628279)	Non-Executive Independent Director
6.	Mr. Narain Duraiswami (DIN: 03310642)	Non-Executive Independent Director
7.	Mr. Madhavan Ganesan (DIN: 01674529)	Non-Executive Independent Director

*Mr. Sandeep Daga was appointed with effect from May 17, 2024.

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

#	Name and DIN	Designation
8.	Mr. Ashwin Raghav (DIN: 10908920)	Non-Executive Independent Director
9.	Mr. Vishal Vijay Gupta (DIN: 01913013)	Non-Executive Nominee Director
Other KMPs
10.	Mr. Sandeep Daga*	Chief Financial Officer
11.	Ms. Simmi Singh Bisht**	Chief Compliance Officer & Company Secretary

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 [email protected].

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.

(C) Foreign Exchange Earnings and Outgo

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

Particulars	2024-25	2023-24
Foreign exchange earnings	6.92	4.54
Foreign exchange outgo	6.76	2.45

29) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder, the Company has constituted Internal Complaints
Committee (''ICC''). To build awareness in this area, the Company has been conducting necessary training in the
organization on an ongoing basis.

While maintaining the highest governance norms, the Company has appointed the following members of ICC as
below:

a) A Presiding officer or Chairperson who is a woman employed at a senior level at the workplace from amongst
the employees.

b) The Company has appointed an external independent person committed to this cause and who has the
requisite experience in handling such matters, as other members of ICC.

c) Not less than two members from amongst employees are committed to the cause of women; their safety
and have experience in social work and have legal knowledge.

The following is a summary of complaints under POSH Act:

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

(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

---

Mar 31, 2024

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

1) OVERVIEW OF FINANCIAL PERFORMANCE

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

Performance Highlights

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

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

The consolidated total revenue of the Company for the financial year 2023-24 was '' 6,530.48 millions as compared to '' 5,189.55 millions in the previous year, an increase of 25.84% on a year-on-year basis.

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

2) INITIAL PUBLIC OFFERING & LISTING OF EQUITY SHARES OF THE COMPANY

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

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

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

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

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

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

3) DIVIDEND

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

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

4) TRANSFER TO GENERAL RESERVES

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

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

5) SUBSIDIARIES/JOINT VENTURES AND ASSOCIATES

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

a) Acquisition of Raksha Health Insurance TPA Private Limited

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

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

b) Amalgamation of Medvantage Insurance TPA Private Limited

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

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

As at March 31, 2024, the Company has 4 direct subsidiaries and 4 indirect subsidiaries, as under:

a) Medi Assist Insurance TPA Private Limited, India

b) International Healthcare Management Services Private Limited, India

c) Mayfair Consultancy Services India Private Limited, India

d) Mayfair We Care Limited, UK

e) Raksha Health Insurance TPA Private Limited, India

f) Mayfair Group Holding Subcontinent Limited, UK

g) Mayfair We Care PTE. Ltd, Singapore

h) Mayfair We Care Philippines Limited, Philippines

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

6) ACCOUNTS OF SUBSIDIARIES

The consolidated financial statements of the Company for the financial year 2023-2024 are prepared in compliance with the applicable provisions of the Act including Indian Accounting Standards specified under Section 133 of the Act.

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

Further, pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries as required in Form AOC 1 is appended as Annexure-1 to this Report.

7) MATERIAL SUBSIDIARIES

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

For the financial year 2023-24, Medi Assist Insurance TPA Private Limited and Raksha Health Insurance TPA Private Limited are categorized as material subsidiary(s) of the Company as per the thresholds laid down under the SEBI Listing Regulations.

8) SHARE CAPITAL Authorized Share Capital

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

Issued, Subscribed and Paid-Up Share Capital

During the financialyear 2023-2024, the paid up share capital of the Company has increased from '' 34,42,96,060/- divided into 6,88,59,212 equity shares of face value of '' 5/- each to '' 35,10,46,230/- divided into 7,02,09,246 equity shares of face value of '' 5/- each.

There has been an increase in the paid-up share capital of the Company during the financial year on account of allotment of 13,50,034 equity shares consequent to exercise of stock options by employees under ''Employee Stock Option Scheme 2013'' of the Company.

9) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMP'') OF THE COMPANY

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI Listing Regulations. There was no change in the Directors or Key Managerial Personnel of the Company during the year under review.

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

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

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

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

Retirement by Rotation & Re-appointment

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

Your Directors recommend his re-appointment on the Board of the Company. Disclosures pertaining to Director being re-appointed as required under the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is provided in the explanatory statement to the Notice convening the AGM of the Company for reference of the Shareholders.

During the year under review, the Non-Executive/ Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Directors of the Company are disqualified under Section 164(1) or Section 164(2) of the Act.

10) BOARD MEETINGS

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

a) June 23, 2023

b) July 7, 2023

c) July 21,2023

d) August 2, 2023

e) August 25, 2023

f) December 15, 2023

g) January 3, 2024

h) January 9, 2024

i) January 17, 2024

j) February 13, 2024

k) March 27, 2024

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

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

11) COMMITTEES OF THE BOARD

The Board has constituted committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. The Company has following Committees as on March 31, 2024:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

Details of meetings of the Board Committees held during the financialyear 2023-2024 along with information relating to attendance of each director/committee member is provided in the Corporate Governance Report, which forms part of this Annual Report.

12) INDEPENDENT DIRECTORS'' MEETING

The meeting of Independent Directors was held on February 9, 2024, without the attendance of NonIndependent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole, along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

13) ANNUAL PERFORMANCE EVALUATION OF THE BOARD

The Board has adopted a formal mechanism for evaluating its own performance and the performance of its Committees and individual Directors, including the Chairman of the Board.

The results of evaluation showed a high level of commitment and engagement of the Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors meeting held on February 9, 2024.

For the year ended March 31, 2024, evaluation forms were circulated to the Board Members which included the evaluation of the Board as a whole, Board Committees and Peer evaluation of the Directors. Each Director completed the evaluation form and shared their feedback. The feedback scores as wellas qualitative comments were shared with the Chairperson of Nomination and Remuneration Committee. The outcome and action points were discussed by the Nomination and Remuneration Committee at its meeting held on February 13, 2024. The overall feedback of the evaluation process was positive.

14) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

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

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

15) DECLARATION BY INDEPENDENT DIRECTORS

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

In opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self-assessment test conducted by; the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

16) AUDITORS AND AUDIT REPORTS Statutory Auditors

At the 22^nd Annual General Meeting of the Company held on September 28, 2022, M/s. MSKA & Associates, Chartered Accountants (FRN - 105047W) were appointed as the statutory auditors of the Company for a period of five years, from the conclusion of the 22^nd AGM till the conclusion of the 27^th Annual General Meeting of the Company to be held in the year 2027-2028.

The Auditors'' Report provided by M/s. MSKA & Associates for the financial year ended March 31, 2024, is enclosed along with the financial statements in the Annual Report. The Auditors'' Report does not contain any qualifications, observations or adverse remarks.

Internal Auditors

M/s. PricewaterhouseCoopers Services LLP, Chartered Accountants were the Internal Auditors of the Company for the financial 2023-2024.

Secretarial Auditors

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

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

Cost Auditors

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

17) INTERNAL FINANCIAL CONTROLS

The Company''s internal financial controlsystems are commensurate with its size and nature and the complexity of its operations and such internal financial controls are adequate and are operating effectively. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the business. These controls have been designed to provide reasonable assurance regarding recording and providing reliable financial and operational information, adherence to the 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.

18) CORPORATE GOVERNANCE REPORT

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

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

19) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

20) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

21) EMPLOYEE STOCK OPTION SCHEME

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

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

A statement giving detailed information on stock options granted to employees under the ESOP Scheme as required under Section 62 of the Act and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on Company''s website and can be accessed at https://mediassist.in/assets/pdf/ investor-relations/mahs/esop/esop-annexure-fy-23-24.pdf

22) PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are provided in the prescribed format and appended as Annexure-3 to this Report.

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

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

23) CORPORATE SOCIAL RESPONSIBILITY

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

Medi Assists'' CSR initiatives help address socio-economic challenges in the realms of Healthcare, Education, Skill development and Sustainable livelihoods and Support employee engagement in CSR activities.

The disclosures as required under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 along with committee constitution details is appended as Annexure-4 to this Report.

24) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

25) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-2024, all the transactions with related parties were entered into at arms'' length basis and in the ordinary course of business. As required under Section 188(1) of the Act, disclosure in Form AOC-2 is appended as Annexure-5 to this Report.

The 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

26) RISK MANAGEMENT

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

In line with the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (''RMC'') comprising members of the Board of Directors. Terms of reference of the Committee and composition thereof including details of meetings held during the financial year 2023-2024 forms part of the Corporate Governance Report, which forms part of this Annual Report.

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

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

(A) Conservation of Energy

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

Your Company is an environmentally responsible organization. While we are not in an energy intensive industry and hence do not require any special measures to be taken, the Company is focused on positive ecological impact as a responsible member of the society. Adequate measures are taken to reduce and restrict usage of nonperishable and harmful materials and several initiatives are in the process of being implemented towards conserving energy, recycling, water preservation in the office premises as well as switching off air conditioners, lights, computers, etc. when not in use.

(ii) The steps taken by the Company for utilizing alternate sources of energy include proper waste management and recycling initiatives:

For the Company, the predominant wastage is in the form of paper. The Company follows proper disposal processes including post shredding the paper, waste is given to an external agency for recycling.

(iii) Capital investment on energy conservation equipment: Nil

(B) Technology Absorption

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

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

In a move to further differentiate itself in the IPMI market, Medi Assist has chosen to develop its platform in-house. This collaborative approach allows the business team to work closely with product, engineering, and data science teams, ensuring alignment between business goals and technologicalcapabilities. Moreover, inhouse development enables Medi Assist to preserve its intellectual property, providing a distinct competitive advantage and positioning the Company at the forefront of healthcare technology innovation.

(C) Foreign Exchange Earnings and Outgo

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

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

28) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder, the Company has constituted Internal Complaints Committee (''ICC''). To build awareness in this area, the Company has been conducting necessary training in the organization on an ongoing basis.

While maintaining the highest governance norms, the Company has appointed the following members of ICC as below:

a) A Presiding officer or Chairperson who is a woman employed at a senior level at the workplace from amongst the employees.

b) The Company has appointed an external independent person committed to this cause and who has the requisite experience in handling such matters, as other members of ICC.

c) Not less than two members from amongst employees are committed to the cause of women; their safety and have experience in social work and have legal knowledge.

The following is a summary from the Annual return filed for the period ended March 31,2024 under POSH Act:

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

29) AWARDS AND ACCOLADES

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

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

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

30) OTHER DISCLOSURES

a) Nature of Business

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

b) Remuneration details as per Schedule V of the Act

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

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

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

d) Loans from Directors or Director''s Relatives

During the financial year 2023-2024, the Company has not borrowed any amount(s) from Directors and/or their relatives.

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

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

f) Vigil Mechanism/Whistle Blower Policy

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

The said policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the Company.

This mechanism also provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

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

g) Reporting of Fraud

No frauds were reported by the Auditors as specified under Section 143 of the Act for the financial year ended March 31, 2024.

h) Annual Return of the Company

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

i) Significant and material orders passed by Regulators or Courts

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

j) Material changes and commitments, if any

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this report.

k) Secretarial Standards

The Company has complied with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

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

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

m) Insolvency and Bankruptcy Code, 2016

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

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

During the year, there was no one-time settlement done with the Banks or Financial Institutions. Therefore, the requirement to disclose details of difference between amounts of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.

o) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(4) and 32(7A) of the SEBI Listing Regulations During the financial year under review, the Company has not made any preferential allotment or qualified institutionalplacement. However, the Company has made Initial Public Offer (''IPO'') in the form of Offer for Sale and hence the provisions with respect to Regulation 32 of SEBI Listing Regulations is not applicable to the Company for the said IPO.

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

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

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

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

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

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

31) DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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.

32) ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Dr. Vikram Jit Singh Chhatwal Satish V N Gidugu

Chairman and Whole-Time Director Whole-Time Director & Chief Executive Officer

DIN:01606329 DIN:06643677

Date: May 15, 2024 Place: Bengaluru