Directors Report of Deccan Health Care Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their Twenty Ninth Annual Report of the Deccan Health Care Limited,
along with the Audited Financial Statement (Standalone & Consolidated) for the Financial Year ended on 31 March
2025.

FINANCIAL HIGHLIGHTS:

The summarized financial highlights of the Company for the year ended 31 March 2025 vis-a-vis the previous year
are as follows:

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from Operations

7513.19

5972.89

7505.79

5972.89

Other Income

0.57

1.37

0.57

1.47

Total Revenue

7513.76

5974.26

7506.36

5974.36

Expenses:

Cost of Material Consumed

4096.37

3046.46

4088.97

3046.46

Changes in Inventories of Finished Goods and
Work-in-Progress

660.78

701.52

660.78

701.52

Employee Benefit Expenses

434.82

341.27

444.21

352.38

Other Expenses

2002.22

1507.72

1996.70

1497.47

Finance Cost

7.39

6.35

7.42

8.50

Depreciation and Amortization Expenses

145.26

146.65

145.26

146.65

Total Expenses

7346.84

5749.97

7343.34

5752.98

Profit / (Loss) Before Tax

166.92

224.29

163.02

221.38

Tax Expenses:

Provision for Income Tax

57.01

85.60

57.01

85.60

Less: MAT Credit Entitlement

-

-

-

-

Deferred Tax

(9.88)

(13.48)

(5.12)

(0.03)

Profit / (Loss) after Tax

119.79

152.17

115.87

149.26

Earnings Per Share:

Basic

0.56

0.82

0.54

0.80

Diluted

0.47

0.82

0.45

0.80

1. Previous year figures have been regrouped / re-arranged wherever necessary.
STATE OF THE COMPANY''S AFFAIRS / OPERATIONS
STANDALONE OPERATIONAL PERFORMANCE:

The company achieved a turnover (including other Income) of Rs. 7513.76 Lakhs for the year ended 31 March
2025 as compared to Rs. 5974.26 Lakhs in the previous year. The Net Profit after tax is Rs. 119.79 Lakhs as
compared to the net profit after tax of Rs 152.17 Lakhs in previous year, leading to the Basic Earnings per Share
of Rs. 0.56 as compared to Rs. 0.82 in previous year.

CONSOLIDATED OPERATIONAL PERFORMANCE:

On a Consolidated basis, the company achieved a turnover (including other Income) of Rs. 7506.36 Lakhs for the
year ended 31 March 2025 as compared to Rs. 5974.36 in the previous year. The Net Profit after tax is Rs. 115.87
Lakhs as compared to the net profit after tax of Rs 149.26 Lakhs in previous year, leading to the Basic Earnings
per Share at Rs. 0.54 as compared to Rs. 0.80 in previous year.

SEGMENT REPORTING:

The Company is operating into a single segment of manufacturing of nutraceutical products.

COMPANY BACKGROUD:

Deccan Health Care Limited (L72200TG1996PLC024351)was originally incorporated as "Deccan Health Care
Limited" at Hyderabad, Andhra Pradesh as a Public Limited Company under the provisions of Companies Act,
1956 vide Certificate of Incorporation dated 14 June 1996 bearing Registration Number 01-24351 issued by the
Registrar of Companies, Andhra Pradesh, Hyderabad. Subsequently, our Company was converted into a private
limited company and the name of our Company was changed to "Deccan Health Care Private Limited" vide a
Fresh Certificate of Incorporation dated 12 June 2009, issued by the Assistant Registrar of Companies, Andhra
Pradesh. Further, our Company was converted into a public limited company pursuant to special resolution
passed by the members in Extraordinary General Meeting held on 12 August 2017 and the name of our Company
was changed to "Deccan Health Care Limited" vide a Fresh Certificate of Incorporation dated 31 August 2017,
issued by the Registrar of Companies, Hyderabad. The equity shares of the Company were listed on BSE SME
Platform since 31 December 2018. The company had migrated from SME Platform of BSE Limited to the BSE Main
Board dated 18 May 2023.

TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the
year has been carried to the balance sheet of the Company.

DIVIDEND:

In view of the future expansion plans, Board of Directors have not recommended any divided for the financial
year ended 31 March 2025.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company''s website at
https://deccanhealthcare.co.in/corporate-information/compliances-
documents.aspx.

SHARE CAPITAL:

During the years, the following changes have taken place in the authorized and paid-up share capital of the
Company:

• AUTHORIZED CAPITAL:

During the year under review, the Authorized Share Capital of the Company remained unchanged at Rs.
26,00,00,000/- (Rupees Twenty Six Crore only) divided into 2,60,00,000 (Two Crore Sixty Lakh only) Equity Shares
of Re. 10/- (Rupees Ten each).

Further, there has been no change in the Authorized Share Capital of the Company from the end of the Financial
Year up to the date of this report.

• ISSUED, SUBSCRIBED & PAID-UP CAPITAL AND ALLOTMENTS:

The details of Allotment of Equity Shares made during the Financial Year 2024-25 are given as under:

During the Financial Year 2024-25, the Company issued 30,49,333 Equity Shares at a price of Rs. 30/- per Share
(Face value of Rs. 10/- each at a premium of Rs. 20/- each), the details of which are as under:

Sr

No

Kind of
Issue

Pre Issue
Paid Up
Capital (no
of Equity
Shares)

No. of
Equity
Shares
Allotted

Face

Value

(Rs.)

Price

per

Shares

(Includi

ng

Premiu

m)

Date of
Allotme
nt

Post Issue
Paid Up
Capital (No.
of Equity
Shares)

Date of
Listing
Approval
from BSE

Date of
Trading
Approva
l from
BSE

1

Preferential

Issue

2,03,76,18

0

6,04,333

10

30

12-Jul-

24

2,09,80,513

07-Aug-

24

21-Aug-

24

2

Preferential

Issue

2,09,80,51

3

8,53,334

10

30

21-Oct-

24

2,18,33,847

06-Nov-

24

13-Nov-

24

3

Preferential

Issue

2,18,33,84

7

8,32,000

10

30

21-Dec-

24

2,26,65,847

14-Jan-25

23-Jan-

25

4

Preferential

Issue

2,26,65,84

7

7,59,666

10

30

14-Feb-

25

2,34,25,513

25-Mar-

25

11-Apr-

25

As on 31 March 2025, the paid-up capital of the Company is Rs. 23,42,55,130/- (Rupees Twenty Three Crore Forty
Two Lakh Fifty Five Thousand One Hundred Thirty Only) divided into
2,34,25,513 (Two Crore Thirty Four Lakh
Twenty Five Thousand Five Hundred Thirteen)
Equity Shares of Rs. 10/- each.

After the closure of FY 2024-25, the Company converted 7,15,000 warrants into equity shares, against which 75%
of the conversion amount aggregating to ^1,60,87,500/- had already been received prior to the end of the
financial year.

Subsequently, the Company converted 6,08,667 warrants into equity shares, for which the 75% conversion
amount aggregating to ^1,36,95,008/- was received after the close of the financial year but before the date of
this Report, upon exercise of the option by the warrant holders.

There was no reduction of share capital or buy back of shares or changes in capital transaction resulting from
restructuring. Also, the Company has not issued equity shares with differential rights as to dividend, voting or
otherwise or sweat equity shares to its directors or employees. The Company does not have any Employees Stock
Option Scheme for its Employees/Directors.

During the financial year 2024-25, the Company has not made allotment of any securities, other than equity
shares upon conversion of convertible equity warrants, except above, and as such, the requirement for obtaining
credit rating was not applicable to the Company.

• UTILIZATION OF FUNDS RAISED UNDER PREFERENTIAL ISSUE:

During the year under review, the Company received ^8,46,97,493/-, being 75% of the consideration towards
conversion of 37,64,333 warrants into equity shares at a price of ^30/- per share (comprising face value of ^10/-
each and a premium of ^20/- each). The balance 25% consideration had already been received at the time of
allotment of the Convertible Warrants."

During the year under review, the Company received an aggregate amount of ^8,46,97,493/- towards the
conversion of Convertible Warrants. Out of the said proceeds, a sum of ^6,86,09,993/- was utilized during the
year in accordance with the objects specified in the Offer Document and as approved by the shareholders through
the special resolution passed vide postal ballot notice dated 29th August, 2023. The balance amount of
^1,60,87,500/-, representing 75% of the consideration received in respect of 7,15,000 Convertible Warrants,
remained unutilized as the said warrants were converted into equity shares subsequent to the closure of the
financial year.

(Rs. in Lakhs)

Sr. No.

Original Object

Original

Allocation

Funds

Utilized

1

The proceeds of the preferential offer are proposed to be used to augment
our capital base, to meet increased working capital requirements and the
General Corporate purposes or such other objects, as the Board may from
time to time decide in the best interest of the Company (Full Consideration in
respect of allotment of Equity Shares)

846.98

686.10

? Note : The Company has kept an amount of ^1,60,87,500/-, received against 7,15,000 Convertible Warrants,
unutilized as on
31st March, 2025, since the said warrants were converted into equity shares after the close of
the financial year.

INSURANCE:

The Company is in process of identifying the suitable insurance policy.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, Company has changed its registered office w.e.f. 29th May 2024. The Registered
Office of the Company is situated at 6-3-347/17/5/A/Back Position, Dwarakapuri Colony, Somajiguda, Nampally,
Hyderabad -500 082.

MATERIAL CHANGES AND COMMITMENTS:

No other material changes and commitments affecting the financial position of the Company have occurred
between the end of the financial year of the company to which the financial statements relate and the date of
the report.

MANAGEMENT DISCUSSION AND ANALYSIS fMDAl:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Company has Eight Directors with an optimum combination of Executive and Non¬
Executive Directors including four Women Directors. The Board comprises of Eight Non-Executive Directors, out
of which four are Independent Directors.

The Composition of the Board of Directors as on March 31, 2025 was as follows:

S. No

Name of the Director

Category

1

Dr. Minto Purshotam Gupta

Chairman and Managing Director (Promoter)

2

Meenakshi Gupta

Non-Executive Director (Promoter Group)

3

Ravi Ram Prasad

Non-Executive Director

4

Umanja Venkata Satya Siva Srihari Kolla

Non-Executive Director

5

Ruchi Khattar

Independent Director

6

Samhitha Kandlakunta

Independent Director

7

Viraj Shaileshkumar Shah

Independent Director

8

Bhavika Sanghani

Independent Director

During the year, the Members approved the following Appointment, Resignation and Re-appointment of
Directors and Key Managerial Person:

Ravi Ramprasad (DIN: 03077288), Non-Executive, (Non-Independent) Director of the Company, who retired by
rotation in terms of Section 152(6) of the Act, was re-appointed by the Members at the 28th Annual General
Meeting held on September 27, 2024.

Vaishali Gagnani, Company Secretary and Compliance Officer of the Company have resigned vide letter Dated
02nd December, 2024 resigning from the post w.e.f 01st January, 2025, such resignation of Key Managerial
Person was also approved by the Board Members.

Ramesh Kumar (DIN: 10480812), have resigned as the Independent Director under ''Non-Executive Independent
Category'', w.e.f. December 31, 2024, such resignation was also approved by the Board Members.

? Re Appointment of Director by Rotation in this A.G.M. :

Meenakshi Gupta (DIN: 00574624) retires by rotation and being eligible, offers herself for re-appointment. A
resolution seeking Shareholders'' approval for her re-appointment along with other required details forms part
of the Notice.

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013

i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and
declaration as to compliance with the Code of Conduct of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act, Dr. Minto Purshotam Gupta, Chairman and Managing
Director and Parth H Palera, Chief Financial Officer are the Key Managerial Personnel of the Company as on
March 31, 2025.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION
149:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their
status as independent directors of the Company.

In the opinion of Board, Ruchi Khattar, Samhitha Kandlakunta, Viraj Shaileshkumar Shah and Bhavika Sanghani
are persons of integrity and fulfils requisite conditions as per applicable laws and are independent of the
management of the Company.

NUMBER OF MEETINGS OF BOARD:

Eight meetings of the Board were held during the year. For details of meetings of the Board, please refer to the
Corporate Governance Report, which is a part of this report. The intervening gap between the meetings was
not more than 120 days as required under the Act and the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm
that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and
that no material departures have been made from the same;

b) the Directors have selected such accounting policies as mentioned in Notes to the Financial Statements
have been selected 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 as at
March 31, 2025 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and

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

BOARD COMMITTEES:

During the year under review, the Board of Directors of your Company had constituted and re-constituted
following Committees and approved the terms of reference / role in compliance with the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

1. AUDIT COMMITTEE:

In accordance with the provisions of section 177 of the Companies Act, 2013 and regulation 18 of SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted an Audit Committee to
perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and
Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Samhitha Kandlakunta

Independent Director & Member of Committee

3.

Meenakshi Gupta

Non - Executive Director & Member

During the Financial Year under review, the Audit Committee met Eight (4) times on 29th May 2024, 31st July 2024,
14th November 2024 and 14th February 2025 respectively and the requisite quorum was present at the Meeting.

2. NOMINATION & REMUNERATION COMMITTEE:

In accordance with the provisions of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligation &
Disclosure Requirement) Regulations, 2015, the company has constituted a Stakeholder Relationship Committee to
perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and
Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Samhitha Kandlakunta

Independent Director & Chairman of the Committee

2.

Ruchi Khattar

Independent Director & Member of Committee

3.

Meenakshi Gupta

Non - Executive Director & Member

During the Financial Year under review, the Nomination & Remuneration Committee met One (1) time on 31st July,
2024 and the requisite quorum was present at the Meeting.

3. STAKEHOLDER RELATIONSHIP COMMITTEE:

In accordance with the provisions of the Companies Act, 2013 and regulation 20 of SEBI (Listing Obligation &
Disclosure Requirement) Regulations, 2015, the company has constituted a Stakeholder Relationship Committee to
perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and
Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Samhitha Kandlakunta

Independent Director & Member of Committee

3.

Meenakshi Gupta

Non - Executive Director & Member

During the Financial Year under review, Stakeholder Re ationship Committee meetings met once i.e. 20th June, 2024
and the requisite quorum was present at the Meeting.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

In accordance with provisions of section 135 of the Companies Act, 2013 and the rules made thereunder the
company has formed a Corporate Social Responsibility committee to oversee and monitor CSR activities to be
undertaken by the Company and frame a policy for the same.

The composition of the committee is as under:

S. No.

Name of Director

Designation

1.

Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Samhitha Kandlakunta

Independent Director & Member of Committee

3.

Meenakshi Gupta

Non - Executive Director & Member

During the Financial Year under review, the Corporate Social Responsibility Committee met One (1) times i.e. on 02
September 2024 and the requisite quorum was present at the Meeting.

Company Secretary act as the Secretary to all the above four constituted Committees.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference
/ role of the Committees are taken by the Board of Directors.

AUDITORS AND AUDIT REPORT

• STATUTORY AUDITORS

The Statutory Audit of the Company for the financial year 2025-26 will continue to be carried out by M/s.
Keyur Shah & Associates, Chartered Accountants (Firm Registration No. 333288W). Their appointment,
approved by the members at the 27th Annual General Meeting, is valid until the conclusion of the 32nd Annual
General Meeting. The Auditors have furnished a confirmation of their eligibility in terms of Section 141 of the
Companies Act, 2013 and the rules made thereunder.

Further, the report of the Statutory Auditors along with notes is enclosed to this report. The statutory auditor''s
report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Therefore no explanations
or comments by the Board is required.

No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the
rules made thereunder.

• SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. M. R. Bhatia & Co., a firm
of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2024¬
25. The Secretarial Audit Report (Form MR-3) is annexed herewith as
Annexure-A.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Therefore no
explanations or comments by the Board is required.

No fraud has been reported by the Secretarial Auditors under Section 143 (12) of the Companies Act, 2013 and the
rules made thereunder.

COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not
required to be made and maintained.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance and Certificate from the Practicing Company Secretary regarding
compliance of condition of corporate governance, as stipulated under SEBI (LODR) Regulations, 2015 is forming a
part of this Annual Report. A Certificate of CFO of the Company in terms of the SEBI (LODR) Regulations, 2015, inter-
alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee, is also annexed to report on Corporate
Governance.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on
appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel,
including the criteria for determining qualifications, positive attributes, independence of a director and other
matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the
Corporate Governance Report, which is a part of this report and is also available on the Company''s website at
www.deccanhealthcare.co.in

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Report is
attached as
Annexure B and Bi.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be
provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent
to the members and others entitled thereto.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL
DIRECTORS:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2018, the
evaluation of performance of the Board, its Committees and Individual directors and Independent Directors has
been carried out during the year under review.

The Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the
Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board and its
Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non¬
Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation
of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination
and remuneration Committee and Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board, its committees, performance of
duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy
of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings
etc.

The performance of individual Directors and Chairman was also carried out in terms of adherence to code of
conduct, participation in board meetings, implementing corporate governance practices etc. The Independent
Directors are evaluated based on their participation and contribution, commitment, effective deployment of
knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of
confidentiality and independence of behavior and judgement.

In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors was
done by the entire Board of Directors which includes:

Performance of the Directors and Fulfillment of the Independence criteria as specified in the regulations and their
independence from the management. The manner in which the evaluation was carried out is provided in the
Corporate Governance Report, which is part of this Annual Report.

FAMILIARISATION AND INDUCTION PROGRAM FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by
specifying them in their appointment letter along with necessary documents, reports and internal policies to enable
them to familiarize with the Company''s Procedures and practices. The Company has through presentations at
regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions
of the Company as a Whole and business model. The details of such familiarization programmes imparted to
Independent Directors can be accessed on the website of the Company at
www.deccanhealthcare.co.in.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential
impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage
both business and non-business risks. During the year under review, the Management reviewed the risk
management and minimization procedure adopted by the Company covering the business operations of the
Company.

SUBSIDIARY COMPANIES:

The details of subsidiaries of the Company are given below:

Sr.

No.

Name of the Subsidiaries and
Address of Registered Office

Place of
incorporation

Nature of Business

Date of
Incorporation

Statutory

Auditor

1

Beyoungstore Private Limited
(Wholly Owned Subsidiary)

6-3-347/17/5/ A,

Dwarakapuri Colony
Punjagutta, Hyderabad TG
500082 India

India

E- Commerce Store
for dealing in
Healthcare and
Nutraceutical
Products etc.

12 May 2020

Keyur Shah &
Co

2

Deccan Better Living INC*

896 S State ST Unit 1155
Dover, DE 19901, Kent USA

USA

Retailing of
Nutraceutical Pills /
Tablets / Powders /
Items (Hardgel as well
as Softgel)

02 February
2024

NA

During the year, the Board of Directors reviewed the affairs of the subsidiaries. There has been no material change in
the nature of the business of the subsidiaries.

Further, a statement containing the salient features of the financial statements of its respective subsidiaries of the
Company in the prescribed format i.e. Form AOC-1 is annexed to this Report as
Annexure C.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated
Financial Statements along with relevant documents and separate audited financial statements in respect of
subsidiaries, are available on the Company''s website at
https://deccanhealthcare.co.in/corporate-
information/Disclosures-under-Regulation.aspx

Except above, the Company does not have any Subsidiary Companies and Joint Venture or Associate Companies,
during the year under review.

STANDALONE & CONSOLIDATED FINANCIAL STATEMENTS:

The Standalone and Consolidated financial statements of the Company for the financial year 2024-25 are prepared
in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015")
which form part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been
disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and in the
Ordinary Course of Business. There are no material significant Related Party Transactions with Promoters, Directors,
Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large, were
entered during the year by your Company. The disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 as annexed in
Annexure D. Further, prior approval of the Audit
Committee is obtained for the transactions.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements
which is part of Annual Report.

HUMAN RESOURCES:

The Company believes that quality of its employees is the key to success in long run. The Company continues to have
cordial relations with its employees.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135(1) of Companies Act, 2013, the provisions of Corporate Social Responsibility is not applicable to
the company.

CREDIT RATING:

During the Financial Year, there was no credit rating being obtained by the Company.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of the balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is given as
Annexure E forming part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating
effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India, New Delhi.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY THEREOF:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of business,
including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and
errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial
disclosures. The Company has in place adequate internal financial control with reference to the financial statements.
During the year, such internal controls were tested and no reportable material weaknesses in the design or operation
were observed. Further, the Board has also appointed M/s. Malay Agarwal, Chartered Accountants (M. no. 437347)
as Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013.

NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

Non-Executive Directors including Independent Directors are paid sitting fees in accordance with the applicable Laws.
During the financial year 2024-25, the Company has paid sitting fees of Rs. 2,40,000/- to Independent Directors for
attending Board Meetings.

PROHIBITION OF INSIDER TRADING:

The Company has devised a Code of Conduct of Insider Trading Regulations which is applicable to all the Designated
Persons of the Company who are expected to have access to the unpublished Price Sensitive information relating to
the Company and is available on the website of the Company at
www.deccanhealthcare.co.in.

The said Code lays down guidelines which advise them on procedures to be followed and disclosures to be made
while dealing in the Shares of the Company.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards issued by
Institute of Chartered Accountants of India. The significant accounting policies, which are consistently applied, have
been set out in the Notes to the Accounts. Business risk evaluation and management is an ongoing process within
the organization. The Company has adequate systems of internal control to ensure reliability of financial and
operational information and compliance with all statutory /regulatory compliances.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to
the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation
of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization
of employees who avail of the mechanism. This Policy is available on the Company''s website at
www.deccanhealthcare.co.in.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016
which materially impact the Business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS OF THE COMPANY''S OPERATION:

There has been no significant and material Order passed by the Regulators or Courts or Tribunals in the FY 2024-25,
impacting the going concern status of the Company''s operations.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

To foster a positive workplace environment, free from harassment of any nature, we have adopted a policy on
"Prevention of Sexual Harassment", through which we address complaints of sexual harassment at the all workplaces
of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where
we operate.

We have also constituted an Internal Complaints Committee to consider and address sexual harassment complaints
in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no incidences/compliant reported under said Act.

ONE TIME SETTLEMENT AND VALUATION:

The details of difference between amount of the valuation done at the time of one time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof was not applicable to
the company during the Financial Year.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely
www.deccanhealthcare.co.in containing basic information about the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all level,
towards the continued growth and prosperity of your company. Your Directors also wish to place on record their
sincere thanks to the Banks and various Government Authorities for the support and co-operation extended to the
Company. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the
Company.

By order of the Board of Directors of

Date: 04 September 2025 DECCAN HEALTH CARE LIMITED

Place: Hyderabad

Registered Office: Dr. Minto Purshotam Gupta Meenakshi Gupta

6-3-347/17/5/A/Back Position,

Managing Director Director

Dwarakapuri Colony, Somajiguda,

Nampally, Hyderabad-500082 India DIN: 00843784 DIN: 00574624


Mar 31, 2024

Your directors have pleasure in presenting their Twenty Eighth Annual Report of the Deccan Health Care Limited, along with the Audited Financial Statement (Standalone & Consolidated) for the Financial Year ended on 31 March 2024.

FINANCIAL HIGHLIGHTS:

The summarized financial highlights of the Company for the year ended 31 March 2024 vis-a-vis the previous year are as follows:

(Rs. in Lakhs except EPS)

Particulars

Standalone

Consolidated

FY 2023-24

FY 2022-23

FY 2023-24

FY 2022-23

Revenue from Operations

5972.89

4502.16

5972.89

4502.16

Other Income

1.37

1.64

1.47

1.94

Total Revenue

5974.26

4503.80

5974.36

4504.10

Expenses:

Cost of Material Consumed

3046.46

3196.46

3046.46

3196.46

Changes in Inventories of Finished Goods and Work-in-Progress

701.52

(699.56)

701.52

(699.56)

Employee Benefit Expenses

341.27

323.92

352.38

332.26

Other Expenses

1507.72

1475.72

1497.47

1476.79

Finance Cost

6.35

11.40

8.50

11.43

Depreciation and Amortization Expenses

146.65

142.75

146.65

142.75

Total Expenses

5749.97

4450.69

5752.98

4460.13

Profit / (Loss) Before Tax

224.29

53.11

221.38

43.97

Tax Expenses:

Provision for Income Tax

85.60

21.83

85.60

21.83

Less: MAT Credit Entitlement

-

-

-

-

Deferred Tax

(13.48)

(8.47)

(13.48)

(8.47)

Profit / (Loss) after Tax

152.17

39.75

149.26

30.61

Earnings Per Share:

Basic

0.82

0.24

0.80

0.24

Diluted

0.82

0.24

0.80

0.24

Note:

1. Previous year figures have been regrouped / re-arranged wherever necessary.

2. These audited standalone & consolidated financial results for the year ended 31 March 2024 is the first annual Audited standalone & consolidated financial results after adoption of Indian Accounting Standards ("Ind AS"). Consequently, the standalone & consolidated financial results for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein.

STATE OF THE COMPANY''S AFFAIRS / OPERATIONS STANDALONE OPERATIONAL PERFORMANCE:

The company achieved a turnover (including other Income) of Rs. 5974.26 Lakhs for the year ended 31 March 2024 as compared to Rs. 4503.80 Lakhs in the previous year. The Net Profit after tax is Rs. 152.17 Lakhs as compared to the net profit after tax of Rs 39.75 Lakhs in previous year, leading to the Basic Earnings per Share of Rs. 0.82 as compared to Rs. 0.24 in previous year.

CONSOLIDATED OPERATIONAL PERFORMANCE:

On a Consolidated basis, the company achieved a turnover (including other Income) of Rs. 5974.36 Lakhs for the year ended 31 March 2024 as compared to Rs. 4504.10 in the previous year. The Net Profit after tax is Rs. 149.26 Lakhs as compared to the net profit after tax of Rs 30.61 Lakhs in f previous year, leading to the Basic Earnings per Share at Rs. 0.80 as compared to Rs. 0.24 in previous year.

SEGMENT REPORTING:

The Company is operating into a single segment of manufacturing of nutraceutical products.

COMPANY BACKGROUD:

Deccan Health Care Limited (L72200TG1996PLC024351)was originally incorporated as "Deccan Health Care Limited" at Hyderabad, Andhra Pradesh as a Public Limited Company under the provisions of Companies Act, 1956 vide Certificate of Incorporation dated 14 June 1996 bearing Registration Number 01-24351 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. Subsequently, our Company was converted into a private limited company and the name of our Company was changed to "Deccan Health Care Private Limited" vide a Fresh Certificate of Incorporation dated 12 June 2009, issued by the Assistant Registrar of Companies, Andhra Pradesh. Further, our Company was converted into a public limited company pursuant to special resolution passed by the members in Extraordinary General Meeting held on 12 August 2017 and the name of our Company was changed to "Deccan Health Care Limited" vide a Fresh Certificate of Incorporation dated 31 August 2017, issued by the Registrar of Companies, Hyderabad. The equity shares of the Company were listed on BSE SME Platform since 31 December 2018. The company had migrated from SME Platform of BSE Limited to the BSE Main Board dated 18 May 2023.

TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company

DIVIDEND:

In view of the future expansion plans, Board of Directors have not recommended any divided for the financial year ended 31 March 2024.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at https://deccanhealthcare.co.in/corporate-information/compliances-documents.aspx

SHARE CAPITAL:

During the years, the following changes have taken place in the authorized and paid-up share capital of the Company:

• AUTHORIZED CAPITAL:

The Authorized Share Capital of the Company increased from Rs. 18,00,00,000/- (Rupees Eighteen Crore Only) divided into 1,80,00,000 (One Crore Eighty Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten each) to Rs. 26,00,00,000/- (Rupees Twenty Six Crore only) divided into divided into 2,60,00,000 (Two Crore Sixty Lacs only) Equity Shares of Re. 10/- (Rupees Ten) each by seeking the approval of members by postal ballot dated 28 September 2023.

• ISSUED, SUBSCRIBED & PAID-UP CAPITAL AND ALLOTMENTS:

The details of Allotment of Equity Shares made during the Financial Year 2023-24 are given as under:

During the Financial Year 2023-24, the Company issued 33,33,000 Equity Shares at a price of Rs. 30/- per Share (Face value of Rs. 10/- each at a premium of Rs. 20/- each), the details of which are as under:

Sr

No

Kind of Issue

Pre Issue Paid Up Capital (no of Equity Shares)

No. of Equity Shares Allotted

Face

Value

(Rs.)

Price

per

Shares

(Includi

ng

Premiu

m)

Date of Allotme nt

Post Issue Paid Up Capital (No. of Equity Shares)

Date of Listing Approval from BSE

Date of Trading Approva l from BSE

1

Preferential

Issue

1,70,43,180

33,33,000

10

30

12-Oct-23

2,03,76,180

19-Oct-23

01-Nov-23

During the Financial Year 2023-24, the Company issued 53,73,000 Convertible Equity Warrants at a price of Rs. 30/- per Warrant (convertible into equivalent number of fully paid up Equity Shares of face value of Rs. 10/-each at a premium of Rs. 20/- each), the details of which are as under:

Sr

No

Kind of Issue

Pre Issue Paid Up Capital (no of Equity Shares)

No. of Converti ble

Equity

Warrant

s

Allotted

Face

Value

(Rs.)

Price

per

Share

(Rs.)

Date of Allotme nt

Post Issue Paid Up Capital (No. of Equity Shares) Assuming full

conversion

of

warrants into equity

Date of Listing Approval

Date of Trading Approval

1

Preferential

Issue

2,03,76,180

53,73,000

10

30

12-Oct-23

2,57,49,180

NA

NA

As on 31 March 2024, the paid-up capital of the Company is Rs. 20,37,61,800/- (Rupees Twenty Crore Thirty Seven Lakh Sixty One Thousand Eight Hundred Only) divided into 2,03,76,180 (Two Crore Three Lakh Seventy Six Thousand One Hundred Eighteen) Equity Shares of Rs. 10/- each.

After the Closure of FY 2023-24, The Company received Rs. 1,35,97,492.5/- being 75% of consideration amount on 28 June 2024, upon conversion of Convertible Warrants and exercise of option by the warrant holders, the Company has converted such 6,04,333 Convertible Warrants into 6,04,333 Equity Shares of Rs. 10/- each as on 12 July 2024. At present, the paid-up share capital of the Company is Rs. 20,98,05,130/- (Rupees Twenty Crore Ninety Eight Lakh Five Thousand One Hundred Thirty Only) divided into 2,09,80,513 (Two Crores Nine Lakh Eighty Thousand Five Hundred Thirteen) Equity Shares of Rs. 10/- each.

There was no reduction of share capital or buy back of shares or changes in capital transaction resulting from restructuring. Also, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise or sweat equity shares to its directors or employees. The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

During the financial year 2023-24, the Company has not made allotment of any securities, other than equity shares upon conversion of convertible equity warrants, except above, and as such, the requirement for obtaining credit rating was not applicable to the Company.

• UTILIZATION OF FUNDS RAISED UNDER PREFERENTIAL ISSUE:

During the year under review, the Company received Rs. 14,02,87,500/- (Rs. 99,99,0000/- being Full consideration of 33,33,000 Equity Share Issue at Rs. 30/- per shares (face value of Rs. 10/- each at a premium of Rs. 20/- each) and 4,02,97,500/- being Initial Consideration i.e. 25% total consideration amount, against the allotment of 53,73,000 Convertible Warrants.)

The entire funds of Rs. 14,02,87,500/- have been utilized in the manner as proposed in the Offer Document/ Special resolution proposed vide Postal ballot notice dated 29 August 2023 was approved by the shareholders.

Sr. No.

Original Object

Original

Allocation

Funds

Utilized

1

The proceeds of the preferential offer are proposed to be used to augment our capital base, to meet increased working capital requirements and the General Corporate purposes or such other objects, as the Board may from time to time decide in the best interest of the Company (Full Consideration in respect of allotment of Equity Shares)

999.9

999.9

2

The proceeds of the preferential offer are proposed to be used to augment our capital base, to meet increased working capital requirements and the General Corporate purposes or such other objects, as the Board may from time to time decide in the best interest of the Company. (Initial Consideration i.e. 25% of the total consideration amount against the warrant issue price)

402.98

402.98

Further, there was no deviation/variation in the utilization of the funds raised through Preferential Issue. INSURANCE:

The Company is in process of identifying the suitable insurance policy.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there is no change of registered office of the Company.

After the end of the financial year and before the date of this report the Company has changed its registered office w.e.f. 29 May 2024. The Registered Office of the Company is situated at 6-3-347/17/5/A/Back Position, Dwarakapuri Colony, Punjagutta, Hyderabad -500 082.

MATERIAL CHANGES AND COMMITMENTS:

No other material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS fMDAl:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Company has nine Directors with an optimum combination of Executive and NonExecutive Directors including four Women Directors. The Board comprises of Eight Non-Executive Directors, out of which five are Independent Directors.

The Composition of the Board of Directors as on March 31, 2024 was as follows:

S. No

Name of the Director

Category

1

Dr. Minto Purshotam Gupta

Chairman and Managing Director (Promoter)

2

Ms. Meenakshi Gupta

Non-Executive Director (Promoter Group)

3

Mr. Ravi Ram Prasad

Non-Executive Director

4

Ms. Ruchi Khattar

Independent Director

5

Ms. Kandlakunta Samhitha

Independent Director

6

Mr. Viraj Shaileshkumar Shah

Independent Director

7

Mr. Umanja Venkata Satya Siva Sriharikolla

Additional Director (Non-Executive)*

8

Mrs. Bhavika Sanghani

Additional Director (Independent)*

9

Mr. Ramesh Kumar

Additional Director (Independent)**

During the year, the Members approved the following appointment and re-appointment of Directors:

Mrs. Meenakshi Gupta (DIN: 00574624), Non-Executive, (Non-Independent) Director of the Company, who retired by rotation in terms of Section 152(6) of the Act, was re-appointed by the Members at the 27th Annual General Meeting held on September 27, 2023.

Mr. Vi raj Shaileshkumar Shah (DIN: 10070984), was regularized as Director, designated as ''Independent Director'', for a term of 5 years commencing from March 13, 2023 by the Members in the 27th Annual General Meeting held on September 27, 2023.

*Mr. Umanja Venkata Satya Siva Sriharikolla (DIN: 01638116) and Mrs. Bhavika Sanghani (DIN: 10492381), were appointed as the Additional Directors under ''Non-Executive Non-Independent Category'' and ''NonExecutive Independent Category'', w.e.f. February 06, 2024, and after the end of the financial year such appointments were also approved by the Members.

**Mr Ramesh Kumar (DIN: 10480812), was appointed as the Additional Director under ''Non-Executive Independent Catagory'', w.e.f. March 11, 2024, and after the end of the financial year such appointment was also approved by the Members.

Mr. Ravi Ramprasad (DIN: 03077288) retires by rotation and being eligible, offers himself for re-appointment.

A resolution seeking Shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act, Dr. Minto Purshotam Gupta, Chairman and Managing Director, Mr. Parth H Palera, Chief Financial Officer and Ms. Vaishali Gagnani, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

In the opinion of Board, Ms. Ruchi Khattar, Ms. Samhitha Kandlakunta, Mr. Viraj Shaileshkumar Shah, Mrs. Bhavika Sanghani and Mr. Ramesh Kumar are persons of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

NUMBER OF MEETINGS OF BOARD:

Eleven meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the meetings was not more than 120 days as required under the Act and the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) the Directors have selected such accounting policies as mentioned in Notes to the Financial Statements have been selected 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

BOARD COMMITTEES:

During the year under review, the Board of Directors of your Company had constituted and re-constituted following Committees and approved the terms of reference / role in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

1. AUDIT COMMITTEE:

In accordance with the provisions of section 177 of the Companies Act, 2013 and regulation 18 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted an Audit Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Ms. Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Ms. Smahitha Kandlakunta

Independent Director & Member of Committee

3.

Mrs. Meenakshi Gupta

Non - Executive Director & Member

During the Financial Year under review, the Audit Committee met Eight (8) times on 30 May 2023, 26 June 2023, 14 August 2023, 28 August 2023, 01 September 2023, 12 October 2023, 11 November 2023 and 06 February 2024 respectively and the requisite quorum was present at the Meeting.

2. NOMINATION & REMUNERATION COMMITTEE:

In accordance with the provisions of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted a Stakeholder Relationship Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Ms. Smahitha Kandlakunta

Independent Director & Chairman of the Committee

2.

Ms. Ruchi Khattar

Independent Director & Member of Committee

3.

Mrs. Meenakshi Gupta

Non - Executive Director & Member

During the Financial Year under review, the Nomination & Remuneration Committee met Four (4) times i.e. 16 June 2023, 01 September 2023, 18 December 2023 and 03 February 2023 respectively and the requisite quorum was present at the Meeting.

3. STAKEHOLDER RELATIONSHIP COMMITTEE:

In accordance with the provisions of the Companies Act, 2013 and regulation 20 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted a Stakeholder Relationship Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Ms. Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Ms. Smahitha Kandlakunta

Independent Director & Member of Committee

3.

Mrs. Meenakshi Gupta*

Non - Executive Director & Member

During the Financial Year under review, Stakeholder Relationship Committee meetings met once i.e. 11 November 2023 and the requisite quorum was present at the Meeting.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

In accordance with provisions of section 135 of the Companies Act, 2013 and the rules made thereunder the company has formed a Corporate Social Responsibility committee to oversee and monitor CSR activities to be undertaken by the Company and frame a policy for the same.

The composition of the committee is as under:

S. No.

Name of Director

Designation

1.

Ms. Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Ms. Smahitha Kandlakunta

Independent Director & Member of Committee

3.

Mrs. Meenakshi Gupta

Non - Executive Director & Member

During the Financial Year under review, the Corporate Social Responsibility Committee met One (1) times i.e. on 29 March 2024 and the requisite quorum was present at the Meeting.

Company Secretary act as the Secretary to all the above four constituted Committees.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

AUDITORS AND AUDIT REPORT

• STATUTORY AUDITORS

M/s Keyur Shah & Associates, Chartered Accountant (FRN-333288W) has been appointed as Statutory Auditor of the Company from the conclusion of the Board Meeting dated June 29, 2023, as previous Auditor has placed their resignation w.e.f. May 30, 2023. The Appointment has been rectified by the members to hold the office from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company in terms of the provisions of Section 139 and 141 of the Act.

Pursuant to the notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, the requirement for ratification of appointment of Auditors by the shareholders at every Annual General Meeting has been done away with. Further, the Auditors have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules made thereunder.

Further, the report of the Statutory Auditors along with notes is enclosed to this report. The statutory auditor''s report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Therefore no explanations or comments by the Board is required.

No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

• SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. M. R. Bhatia & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 202324. The Secretarial Audit Report (Form MR-3) is annexed herewith as Annexure-A.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Therefore no explanations or comments by the Board is required.

No fraud has been reported by the Secretarial Auditors under Section 143 (12) of the Companies Act, 2013 and the rules made thereunder.

• INTERNAL AUDITORS

The Board of Directors had in their meeting held on 31 July 2024 have appointed M/s. Malay Agarwal, Chartered Accountants (M. no. 437347), as Internal Auditors of the Company for the Financial Year 2024-25.

COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not required to be made and maintained.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance and Certificate from the Practicing Company Secretary regarding compliance of condition of corporate governance, as stipulated under SEBI (LODR) Regulations, 2015 is forming a part of this Annual Report. A Certificate of CFO of the Company in terms of the SEBI (LODR) Regulations, 2015,

inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to report on Corporate Governance.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company''s website at www.deccanhealthcare.co.in

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Report is attached as Annexure B and Bi.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2018, the evaluation of performance of the Board, its Committees and Individual directors and Independent Directors has been carried out during the year under review.

The Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc.

The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc. The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors was done by the entire Board of Directors which includes:

Performance of the Directors and Fulfillment of the Independence criteria as specified in the regulations and their independence from the management. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report

FAMILIARISATION AND INDUCTION PROGRAM FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at www.deccanhealthcare.co.in

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.

SUBSIDIARY COMPANIES:

The details of subsidiaries of the Company are given below:

Sr.

No.

Name of the Subsidiaries and Address of Registered Office

Place of incorporation

Nature of Business

Date of Incorporation

Statutory

Auditor

1

Beyoungstore Private Limited (Wholly Owned Subsidiary)

6-3-347/17/5/ A,

Dwarakapuri Colony Punjagutta Hyderabad TG 500082 India

India

E- Commerce Store for dealing in Healthcare and Nutraceutical Products etc

12 May 2020

Keyur Shah & Co

2

Deccan Better Living INC1

896 S State ST Unit 1155 Dover, DE 19901, Kent USA

USA

Retailing of Nutraceutical Pills / Tablets / Powders / Items (Hardgel as well as Softgel)

02 February 2024

Yet not appointed

During the year, the Board of Directors reviewed the affairs of the subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

Further, a statement containing the salient features of the financial statements of its respective subsidiaries of the Company in the prescribed format i.e. Form AOC-1 is annexed to this Report as Annexure C.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated Financial Statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at https://deccanhealthcare.co.in/corporate-information/Disclosures-under-Regulation.aspx

Except above, the Company does not have any Subsidiary Companies and Joint Venture or Associate Companies, during the year under review.

STANDALONE & CONSOLIDATED FINANCIAL STATEMENTS:

The Standalone and Consolidated financial statements of the Company for the financial year 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report.

The Company has adopted Indian Accounting Standards notified under section 133 of the Act, read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) ("Ind AS") with effect from 1 April 2023 (1 April 2022 being the transition date) and prepared the first set of Financial Statements under Ind AS framework in the current year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and in the Ordinary Course of Business. There are no material significant Related Party Transactions with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 as annexed in Annexure D. Further, prior approval of the Audit Committee is obtained for the transactions.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.

HUMAN RESOURCES:

The Company believes that quality of its employees is the key to success in long run. The Company continues to have cordial relations with its employees.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135(1) of Companies Act, 2013, the provisions of Corporate Social Responsibility is not applicable to the company.

CREDIT RATING:

During the Financial Year, there was no credit rating being obtained by the Company.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure E forming part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY THEREOF:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial control with reference to the financial statements. During the year, such internal controls were tested and no reportable material weaknesses in the design or operation were observed. Further, the Board has also appointed M/s. Malay Agarwal, Chartered Accountants (M. no. 437347) as Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013.

NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

Non-Executive Directors including Independent Directors are paid sitting fees in accordance with the applicable Laws. During the financial year 2023-24, the Company has paid sitting fees of Rs. 1,20,000/- to Independent Directors for attending Board Meetings.

PROHIBITION OF INSIDER TRADING:

The Company has devised a Code of Conduct of Insider Trading Regulations which is applicable to all the Designated Persons of the Company who are expected to have access to the unpublished Price Sensitive information relating to the Company and is available on the website of the Company at www.deccanhealthcare.co.in

The said Code lays down guidelines which advise them on procedures to be followed and disclosures to be made while dealing in the Shares of the Company.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards issued by Institute of Chartered Accountants of India. The significant accounting policies, which are consistently applied, have been set out in the Notes to the Accounts. Business risk evaluation and management is an ongoing process within the organization. The Company has adequate systems of internal control to ensure reliability of financial and operational information and compliance with all statutory /regulatory compliances.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism. This Policy is available on the Company''s website at www.deccanhealthcare.co.in.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY''S OPERATION:

There has been no significant and material Order passed by the Regulators or Courts or Tribunals in the FY 2023-24, impacting the going concern status of the Company''s operations.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

To foster a positive workplace environment, free from harassment of any nature, we have adopted a policy on "Prevention of Sexual Harassment", through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

We have also constituted an Internal Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/compliant reported under said Act.

ONE TIME SETTLEMENT AND VALUATION:

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.deccanhealthcare.co.in containing basic information about the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all level, towards the continued growth and prosperity of your company. Your Directors also wish to place on record their sincere thanks to the Banks and various Government Authorities for the support and co-operation extended to the Company. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company.

By order of the Board of Directors of

Date: 02 September 2024 DECCAN HEALTH CARE LIMITED

Place: Hyderabad

Registered Office: Minto Purshotam Gupta Meenakshi Gupta

6-3-347/17/5/A/Back Position,

^ „ . Managing Director Director

Dwarakapuri Colony,

Hyderabad-500082 India DIN: 00843784 DIN: 00574624

1

Deccan Better Living INC, a stock Corporation has been incorporated in USA as a subsidiary of Deccan Health care Limited during the financial year under review. Further No company ceased to be its Subsidiaries, joint ventures or associate companies during the year under review.


Mar 31, 2023

Your directors have pleasure in presenting their Twenty Seventh Annual Report of the Deccan Health Care Limited, along with the Standalone & Consolidated Audited Financial Statements for the Financial Year ended on March 31, 2023.

Financial Highlights:

The summarized financial highlights of the Company for the year ended March 31, 2023 vis-a-vis the previous year are as follows:

(Rs. in Lakhs

except EPS)

Particulars

Standalone

Consolidated

FY 202223

FY 202122

FY 202223

FY 2021-22

Revenue from Operations

4502.16

3317.12

4502.16

3317.12

Other Income

1.64

22.07

1.94

22.07

Total Revenue

4503.80

3339.19

4504.10

3339.19

Expenses:

Cost of Material Consumed

3196.46

398.09

3196.46

398.09

Changes in Inventories of Finished Goods and Work-in-Progress

(699.56)

1036.69

(699.56)

1036.69

Employee Benefit Expenses

316.25

219.52

324.60

219.52

Other Expenses

1476.10

1128.04

1477.17

1128.19

Finance Cost

10.92

15.18

10.92

15.18

Depreciation and Amortization Expenses

142.75

147.27

142.75

147.27

Total Expenses

4442.92

2944.79

4452.38

2944.94

Profit / (Loss) Before Tax

60.88

54.40

51.72

54.25

Tax Expenses:

Provision for Income Tax

21.83

25.13

21.83

25.13

Less: MAT Credit Entitlement

-

-

-

-

Deferred Tax

(6.51)

(3.14)

(6.51)

(3.14)

Profit / (Loss) for the period

45.56

32.42

36.40

32.26

Earnings Per Share:

Basic

0.27

0.21

0.22

0.21

Diluted

0.27

0.21

0.22

0.21

Operational Performance:

On a standalone basis, the company achieved a turnover (including other Income) of Rs. 4503.80 Lakhs for the year ended 31st March, 2023 as compared to Rs. 3,339.19 Lakhs in the previous year. The Net Profit after tax is Rs. 45.56 Lakhs as compared to the net profit after tax of Rs 32.42 Lakhs in previous year, leading to the Basic Earnings per Share of Rs. 0.27 as compared to Rs. 0.21 in previous year.

On a Consolidated basis, the company achieved a turnover (including other Income) of Rs. 4504.10 Lakhs for the year ended 31st March, 2023 as compared to Rs. 3339.19 in the previous year. The Net Profit after tax is Rs. 36.40 Lakhs as compared to the net profit after tax of Rs 32.26 Lakhs in f previous year, leading to the Basic Earnings per Share at Rs. 0.22 as compared to Rs. 0.21 in previous year.

Transfer to Reserves:

The Company has not transferred any amount to reserves during the year under review.

Dividend:

In view of the future expansion plans, Board of Directors have not recommended any divided for the financial year ended 31st March, 2023.

Issue of Equity Shares and changes in Share Capital:

During the Financial Year under review, the company has issued 13,29,750 Equity Shares having face value of Rs 10/- each at a price of Rs. 37.60 per equity share (including Security Premium of Rs. 27.60 per equity share) to Venture Gurukool Investment Trust on preferential basis via special resolution passed through postal ballot on Friday, June 03, 2022 and allotment through Board Resolution date Monday, June 13, 2022.

Change in the Nature of Business:

There is no change in the nature of business during the financial year 2022-23.

Material Changes and Commitments:

The Company has been migrated from SME platform of BSE ltd to the Main Board of BSE Ltd w.e.f May 18, 2023. Now the shares of the company is been traded on the main board platform of BSE.

No other material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report except the migration to the main board of BSE.

Management Discussion and Analysis fMDAl:

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

Directors and Key Managerial Personnel:

The Composition of the Board of Directors during the year under review were as follows and changes that took place in the Board composition during the year under review.

Name of the Director

Category

Mr. Minto Purshotam Gupta1

Managing Director (Promoter)

Ms. Meenakshi Gupta2

Non-Executive Director (Promoter Group)

Mr. Hitesh Patel3

Non-executive Director (Promoter)

Mr. Ravi Ram Prasad4

Non-Executive Director

Ms. Ruchi Khattar

Independent Director

Ms. Kandlakunta Samhitha

Independent Director

Mr. Viraj S Shah5

Independent Director (Additional)

1 Mr. Minto Purshotam Gupta reappointed as Managing Director of the Company for the period of 5 (five) years, w.e.f. 31st August, 2023 to 30th August, 2028 by the members of the Company at the 26th Annual General Meeting (AGM) held on 30th September, 2022.

2 Mrs. Meenakshi Gupta (DIN: 00574624) has been re-designated from Whole-time Director to Non-executive Director in board meeting dated September 02, 2022 and same has been approved by the shareholder''s in 26th Annual General Meeting held on 30th September, 2022

3 Mr. Hitesh Patel (DIN 02080625) has resigned from her directorship w.e.f 28th November, 2022.

4 Mr. Ravi Ramprasad (DIN: 03077288) has appointed as Additional Director (Non-Executive Category) in Board Meeting dated September 02, 2022 and afterwards regularized as Director (Non-Executive Category) in 26th Annual General Meeting held on 30th September, 2022

5 Mr. Viraj Shah (DIN: 10070984) has appointed as Additional Director (Independent Category) in Board Meeting dated March 13, 2023 subject to the appointment in ensuring General Meeting.

Key Managerial Personnel as on 31st March 2023:

1. Mr. Parth H Palera1, Chief Financial Officer.

2. Ms. Vaishali Gagnani2, Company Secretary.

1 Mr. Parth H Palera has been appointed as Chief Financial Officer w.e.f March 13, 2023 in board meeting dated March 13, 2023.

2 Ms. Vaishali Gagnani has been appointed as Company Secretary & Compliance officer w.e.f December 07, 2022. Changes in KMP during the year under review:

• Ms. Sheena Jain, Company Secretary & Compliance Officer of the Company resigned with effect from April 28, 2022 afterwards Ms. Apeksha Baisakhiya was appointed as Company Secretary & Compliance Officer with effect from April 29, 2022.

• Ms. Apeksha Baisakhiya resigned from her post due to perusing highter studies w.e.f. December 06, 2022.

• Ms. Vaishali Gagnani appointed as Company Secretary & Compliance Officer of the Company w.e.f. December 07, 2022.

• Cessation of Mr. Mohak Gupta from the post of Chief Financial Officer was on June 13, 2023.

• Mr. Parth H Palera was appointed as Chief Financial Officer of the Company w.e.f. March 13, 2023

Remuneration of Directors, Key Managerial Personnel & Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Report is attached as Annexure - III.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto.

Board Meeting:

During the year under review, the Board of Directors met 9 times i.e. April 09, 2022; April 29, 2022; May 30, 2022; June 13, 2022; September 09, 2022; November 14, 2022; December 07, 2022; February 07, 2023 and March 13, 2023 respectively.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Attendance at the Board Meetings held during the FY 2022-22:

The directors who had attended the board meetings held during the F.Y. 2022-23 is been tabled hereunder:

Name of Director

Apr 09, 2022

Apr 29, 2022

May

30,

2022

Iune13 , 2022

Sept

02,

2022

Nov 14, 2022

Dec 07, 2022

Feb 07, 2023

March

13,

2023

Minto

Purshotam

Gupta

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Meenakshi

Gupta

Yes

Yes

Yes

Yes

No

No

Yes

Yes

Yes

Hitesh Patel1

Yes

Yes

Yes

Yes

Yes

Yes

Ruchi

Khattar

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Samhitha

Kandlakunta

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

No

Ravi

Ramprasad

Yes

Yes

Yes

Yes

Viraj S Shah2

1 Hitesh Patel has resigned from the directorship w.e.f. November 28, 2022.

2 Viraj S Shah has been Appointed as Additional Director (Independent category) w.e.f. March 13, 2023.

Attendance at the Last AGM of the Company held on 30th September, 2022:

The directors who had attended the Annual General meetings held during the F.Y. 2022-23 is been tabled hereunder:

Particluars

Minto P Gupta

Meenaksh i Gupta

Hitesh Patel

Ruchi

Khattar

Samhitha

Kandlakunta

Ravi

Ramprasa

d

26th Annual

General

Meeting

Yes

Yes

No

Yes

Yes

No

Declaration by Independent Directors:

The company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in subsection (6) of Section 149 of Companies Act, 2013 and the Rules made thereunder and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance Evaluation:

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and the committees of the Board, by way of individual and collective feedback from the Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Director:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board The Directors expressed their satisfaction with the evaluation process.

Board Committees:

During the year under review, the Board of Directors of your Company had constituted and re-constituted following Committees and approved the terms of reference / role in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

1. Audit Committee:

In accordance with the provisions of section 177 of the Companies Act, 2013 and regulation 18 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted an Audit Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Mrs. Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Ms. Smahitha Kandlakunta

Independent Director & Member of Committee

3.

Mrs. Meenakshi Gupta*

Non - Executive Director & Member

4.

Mr. Hitesh M Patel#

Member of Committee

*Mrs Meenakshi Gupta, Non-Executive Director was appointed as member w.e.f. 01st December, 2022.

# Mr. Hitesh M Patel has resigned w.e.f 28th November, 2022.

During the Financial Year under review, the Audit Committee met Six (6) times on 09th April, 2022, 29th April, 2022, 30th May, 2022, 02nd September, 2022, 14th November, 2022 and 01st December, 2022 respectively and the requisite quorum was present at the Meeting.

In accordance with the provisions of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted a Stakeholder Relationship Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Ms. Smahitha Kandlakunta

Independent Director & Chairman of the Committee

2.

Mrs. Ruchi Khattar

Independent Director & Member of Committee

3.

Mrs. Meenakshi Gupta*

Non - Executive Director & Member

4.

Mr. Hitesh M Patel#

Member of Committee

*Mrs Meenakshi Gupta, Non-Executive Director was appointed as member w.e.f. 01st December, 2022.

# Mr. Hitesh M Patel has resigned w.e.f 28th November, 2022.

During the Financial Year under review, the Nomination & Remuneration Committee met Five (5) times i.e. 29th April, 2022, 02nd September, 2022, 01st December, 2022, 06th December, 2022 and 10th March 2023 respectively and the requisite quorum was present at the Meeting.

3. Stakeholder Relationship Committee:

In accordance with the provisions of the Companies Act, 2013 and regulation 20 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted a Stakeholder Relationship Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Mrs. Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Ms. Smahitha Kandlakunta

Independent Director & Member of Committee

3.

Mrs. Meenakshi Gupta*

Non - Executive Director & Member

4.

Mr. Hitesh M Patel#

Member of Committee

*Mrs Meenakshi Gupta, Non-Executive Director was appointed as member w.e.f. 01st December, 2022.

# Mr. Hitesh M Patel has resigned w.e.f 28th November, 2022.

During the Financial Year under review, Stakeholder Relationship Committee meetings met once i.e. 01st December, 2022 and the requisite quorum was present at the Meeting.

4. Corporate Social Responsibility Committee:

In accordance with provisions of section 135 of the Companies Act, 2013 and the rules made thereunder the company has formed a Corporate Social Responsibility committee to oversee and monitor CSR activities to be undertaken by the Company and frame a policy for the same.

S. No.

Name of Director

Designation

1.

Mrs. Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Ms. Smahitha Kandlakunta

Independent Director & Member of Committee

3.

Mrs. Meenakshi Gupta

Non - Executive Director & Member

4.

Mr. Hitesh M Patel#

Member of Committee

*Mrs Meenakshi Gupta, Non-Executive Director was appointed as member w.e.f. 01st December, 2022.

# Mr. Hitesh M Patel has resigned w.e.f 28th November, 2022.

During the Financial Year under review, the Corporate Social Responsibility Committee met Two (2) times i.e. on 01st August, 2022, 01st December, 2022 and the requisite quorum was present at the Meeting.

Company Secretary act as the Secretary to all the above four constituted Committees.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

Subsidiary Companies:

The Company has one wholly owned subsidiary i.e. Beyoungstore Private Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements is annexed in Form AOC-1 as Annexure I to this report.

However, the company does not have any joint ventures or associate companies during the year under the review.

Consolidated Financial Statements:

The Consolidated Financial Statements have been prepared by the Company in accordance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

Details about Related Party Transactions:

No material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the financial year of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Details about Loans, Guarantee & Investment Under Section 186:

During the Financial Year ended 31st March 2023 under review the Company has neither granted loan/s (secured or unsecured) provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 186 the Companies Act 2013 read with the

Companies (Meetings of Board and its Powers) Rules 2014 (as amended). As such no specific details are required to be given or provided.

Internal Control / Internal Financial Control Systems and Adequacy Thereof:

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures . The Company has in place adequate internal financial control with reference to the financial statements. During the year, such internal controls were tested and no reportable material weaknesses in the design or operation were observed.

Human Resources:

The Company believes that quality of its employees is the key to success in long run. The Company continues to have cordial relations with its employees.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure-II forming part of this Report.

Auditors:

a. Statutory Auditor

M/s. Keyur Shah & Co., Chartered Accountants, Ahmedabad, (FRN: 141173W), were appointed as the Statutory Auditors of the Company In the Annual General Meeting (AGM) of the Company held on 30th September, 2019, to hold office as the Statutory Auditors until the conclusion of the 28th Annual General Meeting (AGM) of the Company to be held in the year 2024. The M/s Keyur Shah & Co. has placed their resignation w.e.f. May 30, 2023 after completing the audit for the financial Year 2022-23.

M/s Keyur Shah & Associates, Chartered Accountant (FRN-333288W) has been appointed as Statutory Auditor of the Company from the conclusion of the Board Meeting dated June 29, 2023 till the Conclusion of ensuring Annual General Meeting.

The Board of Directors has also recommended the M/s Keyur Shah and Associates, Chartered Accountant for a period of 5 years from the conclusion of ensuring Annual General Meeting which is subject to the shareholders in the ensuring general meeting.

Pursuant to the notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, the requirement for ratification of appointment of Auditors by the shareholders at every Annual General Meeting has been done away with. Further, the Auditors have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules made thereunder.

Further, the report of the Statutory Auditors along with notes is enclosed to this report. The remarks in the Report are already explained in the Notes to Accounts and as such does not call for any further explanation or elucidation.

No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. M. R. Bhatia & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure-IV.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Secretarial Auditors under Section 143 (12) of the Companies Act, 2013 and the rules made thereunder.

Corporate Social Responsibility (CSR):

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. During the year, the CSR provisions was applicable on the company. The total CSR obligation for the financial year 2022-23 is Rs. 1,11,452/-. The company has constituted the CSR Committee, framed CSR Policy. The Company spent the unspent CSR amount of previous Financial Years in the financial year 2022-23. The report on the same has been Annexed with the Annual Report as Annexure V.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has set up Internal Complaints Committee (ICC) for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2022-23, the Company has not received any complaint of sexual harassment.

Credit Rating:

During the Financial Year, there was no credit rating being obtained by the Company.

Public Deposits:

The Company has not accepted any deposits from the public/members under section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rule, 2014 during the year.

Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013;

(a) That in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected 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 as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status of the Company:

There has been no significant and material Order passed by the Regulators or Courts or Tribunals in the FY 2022-23, impacting the going concern status of the Company''s operations.

Extract of Annual Return U/S 92 (3) in MGT-9:

As per the provisions of Section 92(3) of the Companies Act, 2013 (''the Act'') read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is given in Annexure VI, forming part of this report.

Insider Trading:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Regulations), your Company has adopted the following:

i) Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders- The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of noncompliances.

ii) Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information-The Code ensures fair disclosure of events and occurrences that could impact price discovery in the market.

iii) Policy for dealing with Unpublished Price Sensitive Information (UPSI) and Whistle Blower Policy for employees to report any leak or suspected leak of UPSI- The policy aims to enable the employees of the Company to report any leak or suspected leak of UPSI, procedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiate appropriate action and informing the SEBI promptly of such leaks, inquiries and results of such inquiries.

iv) Internal Control Mechanism to prevent Insider Trading-The Internal Control Mechanism is adopted to ensure compliances with the requirements given in the regulations and to prevent Insider Trading. The Audit Committee reviewed and found the same in order.

Vigil Mechanism:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism.

Acknowledgements:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all level, towards the continued growth and prosperity of your company. Your Directors also wish to place on record their sincere thanks to the Banks and various Government Authorities for the support and cooperation extended to the Company. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company.

By order of the Board of Directors For DECCAN HEALTH CARE LIMITED

Minto Purshotam Gupta Meenakshi Gupta

Date: 01-09-2023 Managing Director Director

Place: Hyderabad DIN: 00843784 DIN: 00574624

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