Directors Report of Medplus Health Services Ltd.

Mar 31, 2025

Your directors have pleasure in presenting here the Nineteenth (19^th) Annual Report of the Company along
with the Audited Standalone and Consolidated Financial Statements and the Auditor''s Report thereon for the
financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

(C in Millions)

	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	7,130.97	4,670.30	61,360.53	56,248.55
Other Income	89.35	73.12	486.16	400.08
Profit before Depreciation, Finance Costs, Exceptional Items and Taxation	867.34	394.94	5357.18	3940.90
Less: Depreciation and Amortization Expenses	269.37	241.11	2,498.43	2242.12
Profit before Finance Costs, Exceptional Items and Taxation	597.97	153.83	2858.75	1698.76
Less: Finance Costs	86.25	84.43	1,025.86	964.33
Profit before Exceptional Items and taxation	511.72	69.40	1832.89	734.43
Add: Exceptional Items	-	-	-	-
Profit before taxation	511.72	69.40	1,832.89	734.43
Less: Tax Expenses/(Benefit)	108.37	(25.00)	330.56	78.66
Profit for the year	403.35	94.40	1,502.33	655.77
Other Comprehensive Income/(loss) for the year	2.00	4.35	1.46	(0.55)
Total Comprehensive Income for the year	405.35	98.75	1,503.79	655.22

PERFORMANCE OF THE COMPANY

Your Company is a leading retail pharmacy Company. During the year the total income was C 61,846.69
million. On standalone basis, your Company''s revenue stood at C 7,130.97 million in the FY 2024-25 as against
C 4,670.30 million in the corresponding previous year, with a growth of 52.69% from the previous year and on
consolidated basis, the revenue stood at C 61,360.53 million in the FY 2024-25 as against C 56,248.55 million in
the corresponding previous year with a growth of 9.09%.

During the year, 398 stores were added to the cluster store network of the Company as compared to 670
stores in the corresponding previous year. As on March 31, 2025, the Company''s total fleet of stores is 4,712 as
compared to 4,407 stores in the corresponding previous year.

The Diagnostics business is complementary to our Pharmacy business. The Company now has 12 Diagnostics
Centers in Hyderabad. These are supported by over hundred sample collection centers. As on March 31, 2025,
there were 157000 active plans.

TRANSFER TO GENERAL RESERVES

The Company has transferred the amount of 2.09 million from Employee Stock Option Plan outstanding to
General Reserves for options which were lapsed during the year ended March 31, 2025.

SHARE CAPITAL

As on March 31, 2025, the paid-up Equity Share Capital of the Company is C239.39 million, consisting of
11,96,93,831 equity shares of C 2 each, there has been no change in paid up capital except change upto C0.31

million due to issuance of ESOP during the year under
review on May 28, 2024 and December 18, 2024.

DEPOSITS

The Company has not accepted any deposit from the
public and as such, no amount of principal or interest
was outstanding as on the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS

During the year, the Company has not made any
investments. The loans, guarantees and investments
covered under Section 186 of the Companies
Act, 2013 forms part of the notes to the financial
statements provided in this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

There were no contracts, arrangements or
transactions during the year that fall under Section
188(1) of the Companies Act, 2013. As required under
the Companies Act, 2013, the prescribed Form AOC-
2 is appended as Annexure A to the Board Report.
All Related Party Transactions entered during the year
were in the ordinary course of business and on arm''s
length basis. In line with the requirement of the Act
and the SEBI Listing Regulations the Company has
amended the Policy on Materiality of and dealing
with Related Party Transactions. In accordance with
Section 134(3)(h) of the Act, and Rule 8(2) of the
Companies (Accounts) Rules, 2014, the particulars of
the contracts or arrangements with related parties
referred to in Section 188(1) of the Act, in Form AOC-
2 is attached as Annexure A to this Board''s Report.
All related party transactions and subsequent
modifications are placed before the Audit Committee
for review and approval. Prior omnibus approval is
obtained for related party transactions on a annual
basis for transactions which are of repetitive nature
and/ or entered in the ordinary course of business and
are at arm''s length. All contracts and arrangements
with related parties were at arm''s length and in the
ordinary course of business of the Company. Details of
related party disclosures form part of the notes to the
financial statements provided in the Annual Report.
The Policy on Materiality of and dealing with Related
Party Transactions is available on the Company''s
website: https://www.medplusindia.com/uploads/

content/Policy%20on%20Materiality%20of%20
and%20dealing%20with%20Related%20Party%20
Transactions.pdf

DIVIDEND

Your directors have not recommended any dividend
for the financial year 2024-25.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy contains the
requirements mentioned in Regulation 43A of the
SEBI Listing Regulations and the same is available
on the Company''s website on https://www.
medplusindia.com/uploads/content/Policy-on-
Dividend-Distribution.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Management Discussion
and Analysis Report is set out in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the
Company and its subsidiaries are prepared in
accordance with Section 129(3) of the Companies Act,
2013 and IND AS 110 and 111 as specified in Companies
(Indian Accounting Standards) Rules, 2015 along
with all relevant documents and the Auditors'' Report
which forms part of this Annual Report. Pursuant
to Section 136 of the Act, the audited financial
statements, including the Consolidated Financial
Statement and related information of the Company
and the separate financial statements of each of the
subsidiary companies, are available on the Company''s
website at https://www.medplusindia.com/.

BOARD POLICIES

Pursuant to the provisions of the Companies Act,
2013 and SEBI Listing Regulations as amended time
to time, the Board of Directors has approved and
adopted the policies and the same is provided in
Annexure B of the Board''s report which forms part of
this Annual Report.

POLICY ON PREVENTION OF SEXUAL HARRASMENT
(POSH)

Pursuant to the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, (POSH) the Company has framed
a policy on Prevention and Resolution of Sexual
Harassment at workplace. The Company''s goal has
always been to create an open and safe workplace
for every employee to feel empowered, irrespective
of gender, sexual preferences, and other factors, and
contribute to the best of their abilities. Towards this,
the Company has set up the Internal Complaints
Committees ("ICC") to redress complaints received
regarding sexual harassment and the Company has
complied with provisions relating to the constitution
of ICC under the Act. All employees (permanent,

contractual, temporary, trainees) are covered under
this Policy https://www.medplusindia.com/uploads/
content/Policy%20on%20Prevention%20and%20
Resolution%20of%20Sexual%20Harassment%20
at%20Workplace.pdf The details of the Complaints
received, resolved and pending are provided in the
Corporate Governance Report which forms part of
this Annual Report.

EMPLOYEES STOCK OPTION SCHEME

The Company grants share-based benefits to
eligible employees with a view to attract and retain
the best talent, encouraging employees to align
individual performances with Company objectives,
and promoting increased participation by them in
the growth of the Company. The Company is having
MedPlus Employees Stock Option and Shares Plan
2009 (''ESOP, 2009'') and MedPlus Employees Stock
Option and Shares Plan 2021 (''ESOP, 2021'') in line with
the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (''SBEB & SE Regulations'').
Upon the recommendation of Nomination and
Remuneration Committee and Board of Directors,
the Members of the Company by way of Postal Ballot,
approved extending the benefits of ESOP, 2021 to
the employee of the subsidiary companies on June
18, 2023. The Company''s Secretarial Auditors, M/s. R
& A Associates, Practising Company Secretaries, have
certified that the Employee Stock Option Schemes of
your Company have been implemented in accordance
with the Regulations and the resolutions passed by
the Members in this regard.A statement containing
details of ESOP grant during the year is annexed to
this Board''s Report as Annexure C.

SUBSIDIARIES

As on March 31, 2025, the Company is having six
direct subsidiaries i.e. Optival Health Solutions Private
Limited ("OHSPL"), is a material subsidiary, Wynclark
Pharmaceuticals Private Limited ("WPPL"), Kalyani
Meditimes Private Limited ("KMPL"), Clearancekart
Private Limited ("CPL"), Nova Sud Pharmaceuticals
Private Limited ("NSPPL") and MedPlus Insurance
Brokers Private Limited ("MIBPL") and five step
down subsidiaries which are Deccan Medisales
Private Limited, ("DMPL"), Sai Sridhar Pharma Private
Limited ("SSPPL"), Shri Banashankari Pharma Private
Limited ("SBPPL"), Sidson Pharma Distributors Private
Limited ("SPDPL") and Venkata Krishna Enterprises
Private Limited ("VKEPL). There are no associates
or joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013 ("Act").
The statement containing the financial position of
the subsidiary companies forms part of the Annual
Report. The Board of Directors reviewed the affairs
of the subsidiaries. In accordance with Section

129(3) of the Companies Act, 2013, the Company
has prepared the consolidated financial statements,
which form part of this Annual Report. The statement
also provides details of the performance and financial
position of each of the subsidiaries, along with the
changes that occurred during the year under review.
In accordance with Section 136 of the Companies
Act, 2013, the audited financial statements, including
the consolidated financial statements and related
information of the Company and audited accounts
of its subsidiaries. The Policy for determining Material
Subsidiaries is available on the Company''s website:
https://www.medplusindia.com/uploads/content/
Policy%20on%20Material%20Subsidiary.pdf . Further,
a statement containing the salient features of the
financial statements of subsidiaries in the prescribed
format AOC-1 is appended as Annexure D to the
Board''s report.

During the year under review, there is no subsidiaries
which are yet to commence operations and liquidated
or sold during the year except MHS Pharmaceuticals
Private Limited amalgamated with MedPlus Health
Services Limited and thus ceased to be a subsidiary of
the Company as per the Companies Act, 2013 ("Act").

MERGERS AND ACQUISITIONS

During the year under review, the MHS Pharmaceuticals
Private Limited the subsidiary of the Company
(Transferee Company) amalgamated with MedPlus
Health Services Limited (Transferor Company). The
Company has received approval of merger order from
NCLT, Hyderabad Bench vide order ref no. CP (CAA)
No. 02/230/HDB/2024 connected with CA (CAA)
NO.55/230/HDB/2023 dated August 14, 2024.

INVESTOR EDUCATION AND PROTECTION FUND
("IEPF")

The Company has not declared any dividend so far.
Thus, the Company has no unclaimed dividend to
transfer to IEPF pursuant to provisions of Sections
124 and 125 of the Company''s Act, 2013 read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules") as amended from time to time. Hence,
the company has not transferred any amount to
the said fund.

BOARD OF DIRECTORS

The Company is having six Board members comprising
of Mr. Gangadi Madhukar Reddy (Managing Director
and CEO), Dr. Cherukupalli Bhaskar Reddy (Whole
Time Director, Mr. Murali Sivaraman (Non-Executive
Independent Director), Mr. Madhavan Ganesan
(Non-Executive Independent Director) Ms. Aparna
Surabhi (Non-Executive Independent Director)

and Mr. Thyagarajan Muralidharan (Non-Executive
Independent Director).

During the year under review, Ms. Aparna Surabhi
and Mr. Thyagarajan Muralidharan were appointed
as Non-Executive Independent Director and the
same was approved by the members. Ms. Hiroo
Mirchandani, Non-Executive Independent Director
has completed her tenure and Mr. Anish Saraf,
Non-Executive Director ceased to be a director of
the Company.

The Board placed on record its deep appreciation for
the services rendered by Ms. Hiroo Mirchandani and
Mr. Anish Saraf as director of the Company.

Dr. Cherukupalli Bhaskar Reddy (DIN: 00926550),
Whole Time Director of the Company is liable to retire
by rotation at the ensuing AGM and being eligible,
seeks re-appointment. Brief profile of Dr. Cherukupalli
Bhaskar Reddy given in the notice convening in the
19^th AGM forming part of this report. The Board
recommends Dr. Bhaskar''s re-appointment as Whole
Time Director of the Company to the shareholders.

KEY MANAGERIAL PERSONNEL

Mr. Gangadi Madhukar Reddy (Managing Director
and CEO), Dr. Cherukupalli Bhaskar Reddy (Whole
Time Director), Mr. Sujit Kumar Mahato (Chief
Financial Officer) and Mr. Manoj Kumar Srivastava
(Company Secretary and Compliance Officer) are
designated as the Key Managerial Personnel (''KMP'')
of the Company pursuant to the provisions of the
Companies Act, 2013.

DECLARATION BY THE DIRECTORS AND
INDEPENDENT DIRECTORS

The Board of Directors and the Independent Directors
contain integrity, expertise and independence to
perform their services. The brief profile of Directors
including Independent Directors is provided in
Corporate Governance Report. The Company
has received necessary declaration from each
Independent Directors under Section 149(7) of
the Act confirming that they meet the criteria of
independence laid down in the Act and Code for
Independent Directors as prescribed in Schedule IV of
the Act and the SEBI Listing Regulations as amended
from time to time. Based on the declarations received
from the Independent Directors, the Board of
Directors has confirmed that they meet the criteria
of independence as mentioned under Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and that they are independent of the
management. Further, the Independent Directors
have included their names in the data bank of
Independent Directors maintained with the Indian

Institute of Corporate Affairs in terms of Section
150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors)
Rules, 2014.

MEETING OF THE BOARD AND COMMITTEE

During the year under review, seven Board Meetings
were held i.e. on May 28, 2024, July 01, 2024, August
02, 2024, November 12, 2024, December 18, 2024,
January 31, 2025, and March 15, 2025. The details
of meetings and attendance are provided in the
Corporate Governance Report which forms part of
this Annual Report. The maximum interval between
two board meetings has not exceeded 120 days, as
prescribed by the Act & Listing Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act
and Regulation 25(3) of the SEBI Listing Regulations,
one separate meeting of the Independent Directors
was held during FY 2024-25. Further, details are
mentioned in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors has five committees i.e.
Audit Committee, Nomination and Remuneration
Committee, Risk Management Committee,
Stakeholder''s Relationship Committee and Corporate
Social Responsibility Committee.

During the year under review, all the above
committee was reconstituted in view of change
of Directorship. All committees are comprised of
Independent Directors and Executive Directors.
The recommendations made by the committees
were accepted and approved by the Board. A
detailed composition and meetings of the Board
and its committees are provided in the Corporate
Governance Report, which forms part of this
Annual Report.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Independent Directors of the Company attended
various orientation programme conducted by the
Company from time to time. The details of the
training and familiarization program held during
the year under review are provided in the Corporate
Governance Report. All the Independent Directors
are made aware of their roles and responsibilities at
the time of appointment through a formal letter of
appointment, which also stipulates various terms
and conditions of their appointment. Details of
familiarization programme are available on the
website of the Company: https://www.medplusindia.
com/uploads/content/MEDPLUS_Familarisation%20
Programme%20for%20Independendent%20
Directors.pdf

BOARD EVALUATION

The Nomination and Remuneration Committee
has specified the manner and criteria for effective
evaluation of performance of the Board, its
committees and individual directors. As per the
provisions of Section 134(3) (p) of the Companies
Act 2013, read with Rule 8 (4) of the Companies
(Accounts) Rules, 2014, the Board conducted an
evaluation of its own performance, its Committees
and Individual Directors. The evaluation of all the
directors, committees, Chairman of the Board, and
the Board as a whole, was conducted based on the
criteria and framework adopted by the Board.

Accordingly, evaluation of the performance of the
individual directors was done based on criteria such
as attendance, participation in the deliberations,
contribution to the discussions at the board
and committee meetings, understanding of the
issues involved, ability to bring in new ideas and
initiatives, commitment to fulfill the obligations
and responsibilities of a director, etc. The detailed
evaluation process parameters have been explained
in the Corporate Governance report. The Policy for
formal evaluation of performance is available on the
website of the Company: https://www.medplusindia.
com/uploads/content/Policy-on-Evaluation-of-
Performance.pdf

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory
auditors nor the secretarial auditor has reported
to the Audit Committee, under Section 143 (12) of
the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or
employees. The details as required, forms part of this
Annual Report.

COMPANY''S POLICY ON APPOINTMENT OF
DIRECTORS

In accordance with the provisions of Section 134(3) (e)
and section 178 of the Act and Regulation 19 read with
Part D of Schedule II of the SEBI Listing Regulations,
the Company has formulated Nomination and
Remuneration policy to provide a framework for
remuneration of members of the board of directors
of the Company, key managerial personnel, and other
employees of the Company which has been disclosed
in Corporate Governance Report, which forms part of
Annual Report. The Nomination and Remuneration
Policy of the Company is available on the Company''s
website: https://www.medplusindia.com/uploads/

content/Nomination%20and%20Remuneration%20
Policy.pdf

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Companies Act , 2013, the
Annual Return as on March 31,2025 is available on the
Company''s website https://www.medplusindia.com/
uploads/content/MedPlus_Draft_Form_MGT_7_
Annual_Return_FY2024-25.pdf

DIRECTOR''S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance
with the Indian Accounting Standards (IND-AS) under
the historical cost convention on accrual basis except
for certain financial instruments, which are measured
at fair values, the provisions of the Companies Act,
2013 and guidelines issued by SEBI. The IND-AS are
prescribed under Section 133 of the Companies Act,
2013, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and relevant
amendment rules issued thereafter. Accounting
policies have been consistently applied except
where a newly issued accounting standard is initially
adopted or a revision to an existing accounting
standard requires a change in the accounting policy
thereto in use.

Pursuant to section 134(5) of the Companies Act,
2013, your Directors, based on the representations
received from the Operating Management, and after
due enquiry, confirm that:

1. in the preparation of the annual accounts for the
FinancialYear ended March 31,2025, the applicable
accounting standards have been followed along
with proper explanation to material departures;

2. they had selected such accounting policies and
applied them consistently, and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as on March 31, 2025, and of the
profit of the Company for that period;

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

4. they have prepared the annual accounts on a
going concern basis;

5. they have laid down adequate Internal Financial
Controls to be followed by the Company and that
such Internal Financial Control are adequate and
were operating effectively during the Financial
Year ended March, 2025;

6. they had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively throughout the Financial
Year ended March 31, 2025.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and
commitments which affect the financial position of
the Company that have occurred between the end of
the financial year to which the financial statements
relate and the date of this report.

INSOLVENCY PROCEEDING

During the year under review, no application made,
or any insolvency proceedings have been initiated or
pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

ENTERPRISE RISK MANAGEMENT (''ERM'')

The Company has a Risk Management Committee of
the Board, combination of Executive and Independent
Directors. Details of the Committee and its terms of
reference are set out in the Corporate Governance
forming part of this Report. The Audit Committee
and Risk Management Committee review key risk of
the Company''s i.e., business, finance, operations and
compliance and their respective mitigation strategies.
The Risk Management Committee also reviews
strategic, business, compliance and operational risks.
The Company has formulated and implemented a
Risk Management policy which includes identification
of the elements of risk. The Company has appointed
Ernst & Young, LLP to develop a risk framework and
various other risk factors and its mitigation plan.
The Company acknowledges that risk is inherent in
business and is dedicated to proactive and efficient
risk management. Our organizational success
depends on seizing opportunities while effectively
managing risks. We employ a disciplined process
to continually assess risks in both internal and
external environments and mitigate their impact.
Risk mitigation measures are integral to our strategic
and operational planning. The risk management
Committee separately reviewed the same and
recommended to the Board corrective actions from
time to time. The Risk management Policy is available
on the Company''s website:

https://www.medplusindia.com/uploads/content/

Risk-Management-Policy.pdf

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies
Act, 2013 and Rules prescribed thereunder and the
SEBI Listing Regulations is implemented through
the Company''s Whistle Blower Policy to enable the
Directors, employees and all stakeholders of the
Company to report genuine concerns, to provide for
adequate safeguards against victimisation of persons
who use such mechanism and make provision for
direct access to the Chairman of the Audit Committee.
Details of Whistle Blower/ Vigil Mechanism are
available in the corporate governance report which
forms part of this Annual Report. The Whistle Blower
Policy of the Company is available on the Company''s
website: https://www.medplusindia.com/uploads/

content/Whistle%20Blower%20Policy.pdf.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures
for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s
policies, safeguarding of its assets, prevention and
detection of fraud, error-reporting mechanisms,
accuracy and completeness of the accounting
records, and timely preparation of reliable financial
disclosures. For more details, refer to the ''Internal
Control and Adequacy'' section in the Management''s
Discussion and Analysis, which forms part of this
Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the year under review, there were no significant
or material orders passed by the Courts or Regulators
or Tribunals impacting the going concern status and
operations of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a detailed policy and various
activities done by external agency. During the
year under review, one (1) Corporate Social
Responsibility Committee meeting was held as
per the requirement of the Companies Act, 2013
and rules made thereunder. During the year, the
Committee monitored the CSR activities undertaken
by the Company including the expenditure incurred
thereon as well as implementation and adherence
to the CSR policy. During the financial year 2024¬
25, CSR Obligation of the Company was C 8.85 Lakhs
and it incurred an expenditure of C8.85 Lakhs.
The details of the composition of the committee
and meetings held during the year are available
in Corporate Governance Report. The Company
conducts its business responsibly, focusing on

People, Planet, and Profit for sustainable practices
and a better future. Committed to inclusive growth,
MEDPLUS implements CSR initiatives primarily
within India, prioritizing its operational areas to
support marginalized and deprived communities, in
collaboration with or independently of government
efforts, the policy on CSR is available on https://www.
medplusindia.com/uploads/content/CSR%20Policy.pdf.
The report on CSR activities are attached as Annexure
- E to this Board''s Report.

SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company
is in compliance with the applicable Secretarial
Standards i.e. SS-1 and SS-2, relating to "Meetings
of the Board of Directors" and "General Meetings",
respectively as issued by the Institute of Company
Secretaries of India from time to time.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on BSE Limited and
National Stock Exchanges of India Limited. The details
are provided in the corporate governance report
which forms part of the annual report.

AUDITORS'' REPORT

The Auditors'' Report for Financial year 2024-2025
does not contain any qualification, reservation, or
adverse remark. The Report is enclosed with the
financial statements in this Annual Report.

The Secretarial Auditors''Report for Financial year 2024¬
2025 does not contain any qualification, reservation,
or adverse remark. The Secretarial Auditors'' Report is
enclosed as Annexure F to the Board''s Report, which
forms part of this Annual Report.

The Auditor''s certificate confirming compliance with
conditions of corporate governance as stipulated
under Listing Regulations, for financial year 2024¬
2025 is enclosed as Annexure K to the Corporate
Governance Report, which forms part of this
Annual Report.

The Secretarial Auditor''s certificate on the
implementation of share-based schemes in
accordance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, will be made
available on request at the AGM, electronically.

STATUTORY AUDITORS

B S R and Co has been appointed for a term of five
consecutive years from the conclusion of the 17^th
Annual General Meeting (AGM) until the conclusion
of the 22^nd Annual General Meeting (AGM) of the
Company to be held in the Calendar year 2028 as

required under Section 139 of the Companies Act, 2013
read with Companies (Audit and Auditors) rules, 2014

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the SEBI Listing Regulations, based
on the recommendation of the Audit Committee,
the Board, at its Meeting held on August 02, 2025,
subject to the approval of the Members of the
Company, approved appointment of M/s. R & A
Associates, Practicing Company Secretaries (FRN:
P1994AP011100), as the Secretarial Auditors of the
Company, for a term of five (5) consecutive years
commencing from Financial Year 2025-26 up to
Financial Year 2029-30. Accordingly, approval of the
members will be sought at the ensuing 19^th AGM.
The Report of the Secretarial Auditor for Financial
Year 2024-25 is annexed herewith as Annexure F.
The said Secretarial Audit Report does not contain
any qualification, reservations, adverse remarks
or disclaimer.

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013
and the Companies (Accounts) Rules, 2014 M/s. Ernst
& Young LLP is the Internal Auditors of the Company.

SECRETARIAL AUDIT AND IT''S REPORT OF
MATERIAL UNLISTED SUBSIDIARY

During the year under review, the Company is having
one material subsidiary company i.e. Optival Health
Solutions Private Limited ("OHSPL").

The Secretarial Audit Report for the Financial year
2024-25 pursuant to section 204 of the Companies
Act, 2013 and Regulation 24A of the SEBI Listing
Regulations issued by R & A Associates, the Practicing
Company Secretaries (CP No: 2224) (FCS 4020) is
attached as Annexure F to this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the
Financial Year 2024-25 for all applicable compliances
as per Securities and Exchange Board of India
Regulations, Circulars, Guidelines and Secretarial
Standards issued by ICSI thereunder.

Pursuant to the provisions of Regulation 24A of SEBI
(LODR) Regulations 2015, the Annual Secretarial
Compliance Report duly signed by Ms. Rashida
Adenwala (FCS 4020) from R & A Associates, Practicing
Company Secretaries (CP No:2224) has been
submitted to the Stock Exchanges where Company''s
shares are listed.

COST RECORDS AND COST AUDIT

I n compliance with the provisions of Section 148 of the
Act read with the Companies (Cost Records and Audit)
Rules, 2014 M/s. M P R & Associates, Cost Accountants
(Firm Registration No. 000413) was appointed as Cost
Auditor to conduct the Audit of Cost Records of the
Company for the FY 24-25 and FY 25-26 Requisite
proposal for ratification of remuneration payable
to the Cost Auditor for these financial years by the
Members as required under Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, forms part of the
Notice of ensuing AGM.

The Company has maintained cost accounts and
records in accordance with the provisions of Section
148(1) of the Act read with the Companies (Cost
Records and Audit) Rules, 2014. The Cost Audit Report
for the financial year 2024-25 as issued by M/s. M P
R & Associates, Cost Accountants (Firm Registration
No. 000413) does not contain any qualification,
reservation or adverse remarks.

REMUNERATION

Pursuant to the provisions of Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) & 5(3)
of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. As on March
31, 2025, the Company had 25,137 employees on
consolidated basis. The Managing Director and CEO
of the Company has not received any remuneration
or commission from any of the subsidiary Company.
The ratio of the remuneration of each director to
the median remuneration of the employees of the
Company and percentage of increase in remuneration
etc. along with the disclosure in relation to the
remuneration of Directors, Key Managerial Personnel''s
and employees as required under Section 197(12) of
the Companies Act, 2013 are annexed as Annexure G
to this Report.

COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable
provisions of Maternity Benefit Act, 1961 for female
employees of the Company with respect to leaves
and maternity benefits thereunder.

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

Pursuant to the provisions of Clause (m) of Sub¬
Section 3 of Section 134 of the Companies Act 2013,
read with Rule 8(3) of the Companies (Accounts)
Rules 2014, the details of conservation of energy,
technology absorption, foreign exchange earnings
and outgo, are given in Annexure H annexed to
this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (''BRSR'')

As per SEBI Circular/ Notification and the guidelines,
framework issued by National Guidelines on
Responsible Business Conduct (NGRBC) read with
Regulation 34(2)(f) of SEBI Listing Regulations it is
necessary to submit the Business Responsibility and
Sustainability Report (earlier BRR Report) which forms
a part of this Annual Report.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

(''ESG'')

The ESG related information is available in the
Business Responsibility and Sustainability Report
forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to transparency in all its
dealings and places high emphasis on business ethics.
A Report on Corporate Governance along with a
Certificate from R & A Associates, Practicing Company
Secretary of the Company regarding compliance with
the conditions of Corporate Governance as stipulated
under Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms
part of the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company has embedded Environment, Health and
Safety Standards throughout the Organization and
across its value chain. The Company''s Environment,
Health and Safety practices confirms to applicable
local laws as well as ethical business standards. Your
Company acknowledges its social responsibility and
accountability towards the environment and society
as a whole in conducting its business operations. Your
company has invested and will continue to invest in
the safety of all its employees and human resources
of the Company.

INDUSTRIAL RELATIONS

Industrial relations among all units of the Company
have been harmonious and cordial. The employees
are dedicated, motivated and have shown initiative
in improving the Company''s performance. Your
Company is committed to maintaining good industrial
relations with its employees, suppliers, customers and
regulators throughout the conduct of its business
operations. The organization''s achievements are an
outcome of efforts, dedication and perseverance
demonstrated by its workforce which comprises
people from diverse backgrounds who have shown
coordination and cooperation in their conduct.
Your Board would like to express its gratitude and
appreciation to the employees and people associated

with the Company for demonstrating a high level
of commitment.

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions/events on these items during
the year under review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to
employees of the Company under any Scheme
save and except Employees Stock Option Schemes
(ESOS) referred to in this Report.

3. Voting rights which are not directly exercised
by the employees in respect of shares for the
subscription/purchase of which loan was given
by the Company (as there is no scheme pursuant
to which such persons can beneficially hold
shares as envisaged under section 67(3) (c) of the
Companies Act, 2013).

4. There has been no change in the nature of
business of your Company.

VALUATION

During the year under review, the Company has no
borrowings, and hence the requirement of providing

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
is not applicable to the Company.

ACKNOWLEDGEMENT

Your directors are grateful for the invaluable support
of the customers, investors, business associates, banks,
government agencies, vendors, franchisees and
service providers for their services and cooperation
to the Company. We place on record our appreciation
for the contribution made by our employees at all
levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and
support. The Board shall always strive to meet the
expectations of all the stakeholders, shareholders
for the confidence they have reposed in the Board of
Directors. The Directors deeply appreciate their faith
and support extended to the Company and remains
thankful to them.

For MedPlus Health Services Limited

Sd/-

Gangadi Madhukar Reddy
Place: Hyderabad Chairman, MD & CEO

Date: August 02, 2025 DIN: 00098097

---

Mar 31, 2024

Your directors have pleasure in presenting here the Eighteenth(18^th) Annual Report of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

(C in Million)

* 1	Standalone		Consolidated
	2024	2023	2024	2023
Revenue from Operations	4,670.30	2,139.26	56,248.55	45,575.76
Other Income	72.93	162.39	400.08	460.78
Profit before Depreciation, Finance Costs, Exceptional Items and Taxation	396.13	294.38	3,940.90	3,117.46
Less: Depreciation and Amortization Expenses	241.70	153.07	2,242.14	1,815.56
Profit before Finance Costs, Exceptional Items and Taxation	154.43	141.31	1,698.76	1,301.90
Less: Finance Costs	84.02	65.45	964.33	830.27
Profit before Exceptional Items and taxation	70.41	75.86	734.43	471.63
Add: Exceptional Items	-	-	-	-
Profit before taxation	70.41	75.86	734.43	471.63
Less: Tax Expenses/(Benefit)	(25.40)	20.42	78.66	(29.42)
Profit for the year	95.81	55.44	655.77	501.05
Other Comprehensive Income/(loss) for the year	4.35	(3.56)	(0.55)	3.34
Total Comprehensive Income for the year	100.16	51.88	655.22	504.39

PERFORMANCE OF THE COMPANY

Your Company is the leading retail pharmacy Company. During the year the total income was C56,648.63 million. On standalone basis, your Company''s revenue stood at C4,670.30 million in the FY 2023-24 as against C2,139.26 million in the corresponding previous year with a growth of 118.31 % from the previous year and on consolidated basis, the revenue stood at C56,248.55 million in the FY 2023-24 as against C45,575.76 million in the corresponding previous year with a growth of 23.42 %.

During the year, 670 stores were added to the cluster store network of the Company as compared to 1144 stores in the corresponding previous year. As on March 31, 2024, the Company''s total fleet of stores is 4407 as compared to 3822 stores in the corresponding previous year.

The Diagnostics business is complementary to our Pharmacy business. The Company now has 12 Diagnostics Centers in Hyderabad. These are supported by over hundred sample collection centers. As on March 31, 2024, there were 133k active plans, covering 253k underlying lives.

TRANSFER TO GENERAL RESERVES

The Company has transferred ESOPs amount which were lapsed during the year ended March 31, 2024.

SHARE CAPITAL

As on March 31,2024, the paid-up Equity Share Capital of the Company was C 239.07 million, consisting of 11,95,36,952 equity shares of C 2 each, there has been no change in paid up capital except change upto C 0.46 million due to issuance of ESOP during the year under review on August 07, 2023, and December 22, 2023.

DEPOSITS

The Company has not accepted any deposit from the public and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

During the year, the Company has not made any investments. The loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts, arrangements or transactions during the year that fall under Section 188(1) of the Companies Act, 2013. As required under Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure-A to the Board Report. All Related Party Transactions entered during the year were in the ordinary course of business and on arm''s length basis. The Policy on Materiality of and dealing with Related Party Transactions is available on the Company''s website: https://www.medplusindia.com/pdf/ Policy-on-Materiality-of-and-Dealing-with-Related-Party-Transactions.pdf .

DIVIDEND

Your directors have not recommended any dividend for the financial year 2023-24.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy contains the requirements mentioned in Regulation 43A of the SEBI Listing Regulations and the same is available on the Company''s website on https:// www.medplusindia.com/uploads/content/Policy-on-Dividend-Distribution.pdf .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report is set out in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with Section 129(3) of Companies Act, 2013 and IND AS 110 and 111 as specified in Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Auditors'' Report which forms part of this Annual Report. Pursuant to Section 136 of the Act, the audited financial statements, including the Consolidated Financial Statement and related information of the Company and the separate financial statements of each of the subsidiary companies, are available on the Company''s website at https://www.medplusindia.com/ .

BOARD POLICIES

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has approved and adopted the policies and the same is provided in Annexure B of the Board''s report which forms part of this Annual Report.

POLICY ON PREVENTION OF SEXUAL HARRASMENT

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH) the Company has framed a policy on Prevention and Resolution of Sexual Harassment at workplace. The Company''s goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities. Towards this, the Company has set up the Internal Complaints Committees ("ICC") to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The details of the Complaints received, resolved are provided in the Corporate Governance Report which forms part of this Annual Report.

EMPLOYEES STOCK OPTION SCHEME

The Company grants share-based benefits to eligible employees with a view to attract and retain the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company. The Company is having MedPlus Employees Stock Option and Shares Plan 2009(''ESOP, 2009'') and MedPlus Employees Stock Option and Shares Plan 2021 (''ESOP, 2021'') in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB&SE Regulations). Upon the recommendation of Nomination and Remuneration Committee and Board of Directors, the Members of the Company by way of Postal Ballot, approved the extending benefits of ESOP, 2021 to the employee of the subsidiary companies on June 18, 2023 a statement containing details of ESOP grant during the year is annexed to this Board''s Report as

Annexure-C.

SUBSIDIARIES

As on March 31, 2024, the Company is having seven direct subsidiaries i.e. Optival Health Solutions Private Limited ("OHSPL"), Wynclark Pharmaceuticals Private Limited ("WPPL"), Kalyani Meditimes Private Limited ("KMPL"), Clearancekart Private Limited ("CPL") MHS Pharmaceuticals Private Limited ("MHSPPL"), Nova Sud Pharmaceuticals Private Limited ("NSPPL") and MedPlus Insurance Brokers Private Limited ("MIBPL") and five step down subsidiaries which are Deccan Medisales Private Limited, ("DMPL"), Sai Sridhar Pharma Private Limited ("SSPPL"), Shri Banashankari Pharma Private Limited ("SBPPL"),Sidson Pharma Distributors Private Limited ("SPDPL"), and Venkata

Krishna Enterprises Private Limited ("VKEPL). There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

The statement containing the financial position of the subsidiary companies forms part of the Annual Report. The Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared the consolidated financial statements, which form part of this Annual Report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred during the year under review. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries. The Policy for determining Material Subsidiaries is available on the Company''s website: https://www.medplusindia. com/uploads/content/Policv-on-Material-Subsidiarv. pdf. Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure-D to the Board''s Report. During the year under review, there were no subsidiary companies which ceased to be a subsidiary of the Company as per the Companies Act, 2013 ("Act").

MERGERS AND ACQUISITIONS

The Board of Directors has approved the Scheme of Amalgamation of MedPlus Health Services Limited (Transferor Company) with MHS Pharmaceuticals Private Limited, the subsidiary of the Company (Transferee Company) on January 9, 2023. The Company has filed an application to NCLT, Hyderabad for amalgamation. However, the Company has received approval of merger order from NCLT, Hyderabad Bench vide order ref no. CP (CAA) No. 02/230/HDB/2024 connected with CA (CAA) NO.55/230/HDB/2023 dated August 14, 2024.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

The Company has not declared any dividend so far. Thus, the Company has no unclaimed dividend to transfer to IEPF pursuant to provisions of Sections 124 and 125 of the Company''s Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended from time to time. Hence, the company has not transferred any amount to the said fund.

The Company is having six Board members comprising of Mr. Gangadi Madhukar Reddy, Managing Director and CEO, Dr. Cherukupalli Bhaskar Reddy,Whole Time Director and COO, Mr. Anish Kumar Saraf, Non-Executive Director, Mr. Murali Sivaraman, Non-Executive Independent Director, Mr. Madhavan Ganesan, Non-Executive Independent Director, and Ms. Hiroo Mirchandani, Non-Executive Independent Director (till July 4, 2024).

Dr. Cherukupalli Bhaskar Reddy appointed as additional director designated as Whole Time Director w.e.f. October 26, 2023, was approved by the members through Postal Ballot, on November 30, 2023 and Ms. Aparna Surabhi appointed as Additional Director (Non-Executive Independent) w.e.f. July 01, 2024 and Mr. Atul Gupta, Non-Executive Non-Independent (Nominee) Director, resigned from his position due to withdrawal of nomination by PI Opportunities Fund- I (Investor) as per terms of Shareholders Agreement w.e.f. September 26, 2023.

KEY MANAGERIAL PERSONNEL

Mr. Gangadi Madhukar Reddy, Managing Director and CEO, Dr. Cherukupalli Bhaskar Reddy, Whole Time Director and COO, Mr. Sujit Kumar Mahato, Chief Financial Officer and Mr. Manoj Kumar Srivastava, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel (''KMP'') of the Company pursuant to the provisions of the Companies Act, 2013.

DECLARATION BY THE DIRECTORS AND INDEPENDENT DIRECTORS

The Board of Directors and the Independent Directors has integrity, expertise and independence to perform their services. The brief profile of Directors including Independent Directors is provided in Corporate Governance Report. The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Act confirming that they meet the criteria of independence laid down in the Act and Code for Independent Directors as prescribed in Schedule IV of the Act and the SEBI Listing Regulations as amended from time to time.

Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule

6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

MEETING OF THE BOARD AND COMMITTEE

During the year under review, Twelve Board Meetings were held i.e. on May 11, 2023, May 25, 2023, August 07, 2023, Septem ber 21,2023, October 05, 2023, October 11,2023, October 26, 2023, November 08, 2023, December 22, 2023, February 2, 2024, February 21, 2024, and March 11,2024. The details of meetings and attendance are provided in the Corporate Governance Report which forms part of this Annual Report. The maximum interval between two board meetings has not exceeded 120 days, as prescribed by the Act.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, one separate meeting of the Independent Directors was held during FY2024. Further details are mentioned in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors has five committees i.e. Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholder''s Relationship Committee. All committees are comprised of Independent Directors and Executive Directors.

During the year under review, the Risk Management Committee and Nomination and Remuneration Committee were reconstituted. The recommendations made by the committees were accepted and approved by the Board. A detailed composition and meetings of the Board and its committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of the Company attended various orientation programme conducted by the Company from time to time. The details of the training and familiarization program held during the year under review are provided in the Corporate Governance Report. All the Independent Directors are made aware of their roles and responsibilities at the time of appointment through a formal letter of appointment, which also stipulates various terms and conditions of their appointment. Details of familiarization programme are available on the website of the Company: https://www.medplusindia.com/ uploads/content/MEDPLUS Familarisation%20 Programme%20for%20Independendent%20 Directors.pdf

The Nomination and Remuneration Committee has specified the manner and criteria for effective evaluation of performance of the Board, its committees and individual directors. As per the provisions of Section 134(3) (p) of Companies Act 2013, read with Rule 8 (4) of the Companies (Accounts) Rules, 2014, the Board conducted an evaluation of its own performance, its Committees and Individual Directors. The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Board.

Accordingly, evaluation of the performance of the individual directors was done based on criteria such as attendance, participation in the deliberations, contribution to the discussions at the board and committee meetings, understanding of the issues involved, ability to bring in new ideas and initiatives, commitment to fulfill the obligations and responsibilities of a director, etc. The detailed evaluation process parameters have been explained in the Corporate Governance Report. The Policy for formal evaluation of performance is available on the website of the Company: https://www.medplusindia. com/uploads/content/Policy-on-Evaluation-of-Performance.pdf

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

The details as required, forms part of this Annual Report.

COMPANY''S POLICY ON APPOINTMENT OF DIRECTORS

In accordance with the provisions of Section 134(3) (e) and section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated Nomination and Remuneration policy to provide a framework for remuneration of members of the board of directors of the Company, key managerial personnel, and other employees of the Company which has been disclosed in Corporate Governance Report, which forms part of Annual Report. The Nomination and Remuneration Policy of the Company is available on the Company''s website: https://www.medplusindia.com/uploads/ content/Nomination-and-Remuneration-Policy.pdf

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act , 2013, the Annual Return as on March 31,2024 is available on the Company''s website https://www.medplusindia.com/ uploads/content/MedPlus Draft%20Form MGT 7 Annual Return FY2023-24.pdf

DIRECTOR''S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (IND-AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The IND-AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:

1. in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation to material departures;

2. they had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2024, and of the profit of the Company for that period;

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

4. they have prepared the annual accounts on a going concern basis;

5. they have laid down adequate Internal Financial Controls to be followed by the Company and that such Internal Financial Control are adequate and were operating effectively during the Financial Year ended March, 2024;

6. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended March 31,2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year and the date of this report, except, the Company has received approval of merger order from NCLT, Hyderabad Bench vide order ref no. CP (CAA) No. 02/230/HDB/2024 connected with CA (CAA) NO.55/230/HDB/2023 dated August 14, 2024.

INSOLVENCY PROCEEDING

During the year under review, no application made, or any insolvency proceedings have been initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ENTERPRISE RISK MANAGEMENT

The Company has formulated and implemented a Risk Management policy identifying the elements of risk. During the year under review, the Company has appointed Ernst &Young, LLP to develop a risk framework and various other risk factors and its mitigation plan. The Company acknowledges that risk is inherent in business and is dedicated to proactive and efficient risk management. Our organizational success depends on seizing opportunities while effectively managing risks. We employ a disciplined process to continually assess risks in both internal and external environments and mitigate their impact. Risk mitigation measures are integral to our strategic and operational planning.

The risk management Committee separately reviewed the same and recommend to the Board corrective actions from time to time. The Risk management Policy is available on the Company''s website: https://www.medplusindia.com/uploads/content/ Risk-Management-Policy.pdf

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013 and Rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Company''s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. Details are available in Corporate Governance Report

which forms part of this Annual Report. The Whistle Blower Policy of the Company is available on the Compa ny''s website: https://www.medplusindia.com/ uploads/content/Whistleblower-Policies.pdf

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ''Internal Control and Adequacy'' section in the Management''s Discussion and Analysis, which forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY

The company has a detailed policy and various activities done by external agency. During the year under review, Two (2) Corporate Social Responsibility Committee meetings were held as per the requirement of the Companies Act and rules made thereunder. During the financial year 2023-24, it was noted that in view of the carry forward losses for the preceding financial years, the requirement of CSR Expenditure for the year 2023-24 is NIL and therefore no expenditure was made under CSR during the Financial Year 2023-24. The details of the composition of the committee and meetings held during the year are available in Corporate Governance Report.

The Company conducts its business responsibly, focusing on People, Planet, and Profit for sustainable practices and a better future. Committed to inclusive growth, MedPlus implements CSR initiatives primarily within India, prioritizing its operational areas to support marginalized and deprived communities, in collaboration with or independently of government efforts, the policy on CSR is available on https:// www.medplusindia.com/uploads/content/CSR%20 Policy.pdf.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively as issued by the Institute of Company Secretaries of India from time to time.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on BSE Limited and National Stock Exchanges of India Limited. The details are provided in the Corporate Governance Report which forms part of the Annual Report.

RISK MANAGEMENT

In terms of the provisions of Section 134 of the Companies Act, 2013, the Risk Management is set out in the Annual Report.

EVENT SEBSEQUENT TO FINANCIAL''S APPROVAL DATE

The Board of Directors upon recommendation of the Nomination and Remuneration Committee, appointed Ms. Aparna Surabhi (DIN: 01641633) as an Additional Director (Non-Executive Independent) w.e.f. July 01,2024, and recommended to the Members, her appointment for a term of 5(five) consecutive years.

AUDITORS'' REPORT

The Auditors'' Report for Financial year 2023-2024 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

The Secretarial Auditors'' Report for Financial year 2023-2024 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors'' Report is enclosed as Annexure-E to the Board''s Report, which forms part of this Annual Report.

The Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year 2023-2024 is enclosed as Annexure-K to the Corporate Governance Report, which forms part of this Annual Report.

The Secretarial Auditor''s certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available on request at the AGM, electronically.

STATUTORY AUDITORS

B S R and Co has been appointed for a term of five(5) consecutive years from the conclusion of the 17^th Annual General Meeting (AGM) until the conclusion of the 22^nd Annual General Meeting (AGM) of the Company to be held in the Calendar year 2028 as required under Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) rules, 2014.

SECRETARIAL AUDITORS

R & A Associates, Practicing Company Secretaries (FCS: 4020, CP No:2224) were appointed to undertake the

Secretarial Audit of the Company as required under section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in term of Regulation 24A of SEBI Listing Regulations by the Board of Directors on August 02, 2024 for Financial Year 2024-25.The Secretarial Audit Report is annexed to this Board''s Report as Annexure-E. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

In terms of Section 138 of Companies Act, 2013 and the Companies (Accounts) Rules, 2014 M/s. Ernst & Young LLP was appointed as Internal Auditors of the Company for a period of five(5) years effective from August 07, 2023.

SECRETARIAL AUDIT AND IT''S REPORT OF MATERIAL UNLISTED SUBSIDIARY

During the year under review, the Company is having two material subsidiary companies i.e. Optival Health Solutions Private Limited ("OHSPL"), and Venkata Krishna Enterprises Private Limited ("VKEPL").

The Secretarial Audit Report for the Financial year 2023-24 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations issued by R & A Associates, the Practicing Company Secretaries (CP No:2224) (FCS 4020) is attached as Annexure-E to this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations, Circulars, Guidelines and Secretarial Standards issued by ICSI thereunder.

Pursuant to the provisions of Regulation 24A of SEBI (LODR) Regulations 2015, the Annual Secretarial Compliance Report duly signed by Ms. Rashida Adenwala (FCS 4020) from R & A Associates, Practicing Company Secretaries (CP No:2224) has been submitted to the Stock Exchanges where companies shares are listed.

COST RECORDS AND COST AUDIT

Maintenance of cost records as specified by Central Government and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is applicable for the business activities carried out by the Company. M/s. M P R & Associates(FRN: 000413) has been appointed as Cost Auditor of the Company for FY 2023-24, have submitted their report. Further, they were appointed on August 02, 2024 at a remuneration

of 1,30,000 (Rupees One Lakh Thirty Thousand only) for conducting the cost audit for FY 2024-25, subject to ratification of remuneration by members of the Company in the forthcoming Annual General Meeting of the Company. They have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141 (4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their Independent status and an arm''s length relationship with the Company.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. As on March 31, 2024, the Company had 23,415 employees on consolidated basis. The Managing Director and CEO of the Company has not received any remuneration or commission from any of the subsidiary company. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage of increase in remuneration etc. along with the disclosure in relation to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 are annexed as Annexure-F to this Report.

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

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in the Annexure-G annexed to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (''BRSR'')

As per SEBI Circular/ Notification and the guidelines, framework issued by National Guidelines on Responsible Business Conduct (NGRBC) read with Regulation 34(2)(f) of SEBI Listing Regulations it is necessary to submit the Business Responsibility and Sustainability Report (earlier BRR Report) which forms part of this Annual Report.

ENVIRONMENT SUSTAINABILITY AND GOVERNANCE

The Company has launched ESG Vision 2030. The focus is to steadfast on leveraging technology to battle climate change, water management and waste management. On the social front, the emphasis is on the development

of people, especially in the areas of digital skilling, improving diversity and inclusion, facilitating employee wellness and experience, delivering technology for good and energizing the communities we work in. We are also redoubling our efforts to serve the interests of all our stakeholders, by leading through our core values and setting benchmarks in corporate governance.

CORPORATE GOVERNANCE REPORT

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. A Report on Corporate Governance along with a Certificate from R & A Associates, Practicing Company Secretary of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company has embedded Environment, Health and Safety Standards throughout the Organization and across its value chain. The Company''s Environment, Health and Safety practices confirms to applicable local laws as well as ethical business standards. Your Company acknowledges its social responsibility and accountability towards the environment and society as a whole in conducting its business operations. Your company has invested and will continue to invest in the safety of all its employees and human resources surrounding it.

INDUSTRIAL RELATIONS

Industrial relations among all units of the Company have been harmonious and cordial. The employees are dedicated, motivated and have shown initiative in improving the Company''s performance. Your Company is committed to maintaining good industrial relations with its employees, suppliers, customers and regulators throughout the conduct of its business operations. The organization''s achievements are an outcome of efforts, dedication and perseverance demonstrated by its workforce which comprises people from diverse backgrounds who have shown coordination and cooperation in their conduct. Your Board would like to express its gratitude and appreciation to the employees and people associated with the Company for demonstrating a high level of commitment.

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Companies Act, 2013).

4. There has been no change in the nature of business of your Company.

VALUATION

During the year under review, the Company has no borrowings, and hence the requirement of providing 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 is not applicable.

ACKNOWLEDGEMENT

Your directors are grateful for the invaluable support of the customers, investors, business associates, banks, government agencies, vendors, franchisees and service providers for their services and cooperation to the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board shall always strive to meet the expectations of all the stakeholders, shareholders for the confidence they have reposed in the Board of Directors. The Directors deeply appreciate their faith and support extended to the Company and remains thankful to them.

For MedPlus Health Services Limited

Sd/-

Gangadi Madhukar Reddy

Chairman, MD & CEO DIN:00098097

Place: Hyderabad Date: August 02, 2024

---

Mar 31, 2023

Your directors have pleasure in presenting here the 17th Annual Report of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS

(D in Million)
Particulars	Standalone		Consolidated
	2023	2022	2023	2022
Revenue from Operations	2,139.26	1,457.14	45,575.76	37,792.79
Other Income	162.39	95.41	460.78	313.63
Profit before Depreciation, Finance Costs, Exceptional Items and Taxation	294.38	128.42	3,117.46	3,037.31
Less: Depreciation, amortization and Impairment Expenses	153.07	46.32	1,815.56	1,193.60
Profit before Finance Costs, Exceptional Items and Taxation	141.31	82.10	1,301.90	1,843.71
Less: Finance Costs	65.45	26.31	830.27	664.28
Profit before taxation	75.86	55.79	471.63	1,179.43
Less Tax Expenses/(Benefit)	20.42	-	(29.42)	232.27
Profit for the year	55.44	55.79	501.05	947.16
Other Comprehensive Income/(Benefit) for the year	(3.56)	1.17	3.34	18.28
Total Comprehensive Income for the Period	51.88	56.96	504.39	965.44

PERFORMANCE OF THE COMPANY

Your Company is a leading retail pharmacy Company in India. During the FY 2022-23, on a consolidated basis, the total income stood at H46,036.54 million as against H38,106.42 million in the corresponding previous year with a growth of 20.81%. On a standalone basis, your Company''s total income stood at H2,301.65 million in the FY 2022-23 as against H1552.55 million in the corresponding previous year with a growth of48.25%.

During the year 1144 stores were added to the cluster store network of the Company as compared to 747 stores in the corresponding previous year. As on March 31, 2023 the Company''s total fleet of stores is 3822 (as compared to 2748 stores in the corresponding previous year).

The Company has started its Diagnostic Centres in the year 2021 as pilot project. During the year the Company has performed reasonably well.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to General Reserves.

SHARE CAPITAL

As on March 31, 2023, the paid-up Equity Share Capital of the Company is H238.61 million, consisting of 11,93,05,676 equity shares of H2 each. This is same

as previous year i. e. March 31, 2022, and there has been no change.

DEPOSITS

The Company has not accepted any deposit from the public and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

During the year, the Company has made an investment of H4,671.70 million in Optival Health Solutions Private Limited, the subsidiary of the Company. The loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts, arrangements or transaction during the year that fall under Section 188(1) of the Companies Act, 2013. As required under Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure-D to the Board Report. All Related Party Transactions entered during the year were in the ordinary course of business and on arm''s length basis. The Policy on Materiality of and dealing with Related Party Transactions is available on the Company''s

website: https://www.medplusindia.com/pdf/ Policy-on-Materiality-of-and-Dealing-with-Related-Party-Transactions.pdf

DIVIDEND

Your directors have not recommended any dividend for the financial year 2022-23.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy contains the requirements mentioned in Regulation 43A of the Securities and Exchange Board of India Listing Regulations and the same is available on the Company''s website on https://www.medplusindia. com/pdf/Policy-on-Dividend-Distribution.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report is set out in this Annual Report

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with Section 129(3) of Companies Act, 2013 and IND AS 110 and 111 as specified in Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Auditors'' Report which forms part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary Companies.

BOARD POLICIES

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has approved and adopted the policies and the same is provided in Annexure G of the Board''s report which forms part of the Annual Report.

POLICY ON PREVENTION OF SEXUAL HARRASMENT

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH), the Company has a framed a policy on Prevention and Resolution of Sexual Harassment at workplace. The Company''s goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities. Towards this, the Company has set up the Internal Complaints Committees ("ICC") to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The details of Complaints received,

resolved are provided in the Corporate Governance Report which forms part of Annual Report.

EMPLOYEES STOCK OPTION SCHEME

The Company grants share-based benefits to eligible employees with a view to attract and retain the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company. The Company is having MedPlus Employees Stock Option and Shares Plan- 2009 (''ESOP, 2009'') and MedPlus Employees Stock Option and Shares Plan-2021 (''ESOP, 2021'') in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB&SE Regulations). Upon the recommendation of Nomination and Remuneration Committee and Board of Directors, the Members of the Company by way of Postal Ballot, approved the extending benefits of ESOP, 2021 to the employees of the subsidiary Companies on June 18, 2023") a statement containing details of the ESOP grant is annexed to this Board''s Report as Annexure-B.

The company has received a certificate from Ms. Rashida Adenwala, (C.P. NO.: 2224; M.No. 4020), from M/S. R & A Associates, Practicing Company Secretaries, Hyderabad, the Secretarial Auditor of the Company. The certificate certifies that the ''ESOP, 2009'' and ''ESOP, 2021'' is implemented in accordance with SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the members. This certificate is available for inspection by members in electronic mode.

SUBSIDIARIES

As on March 31, 2023, the Company is having seven direct subsidiaries i.e. Optival Health Solutions Private Limited ("OHSPL"), Wynclark Pharmaceuticals Private Limited ("WPPL"), Kalyani Meditimes Private Limited ("KMPL"), Clearancekart Private Limited ("CPL") MHS Pharmaceuticals Private Limited, ("MHSPPL"), Nova Sud Pharmaceuticals Private Limited ("NSPPL"), MedPlus Insurance Brokers Private Limited (''MIBPL'') and five step down subsidiaries which is Deccan Medisales Private Limited, ("DMPL"), Sai Sridhar Pharma Private Limited ("SSPPL"), Shri Banashankari Pharma Private Limited ("SBPPL"), Sidson Pharma Distributors Private Limited ("SPDPL") and Venkata Krishna Enterprises Private Limited ("VKEPL).

During the year the Company has incorporated a Subsidiary Company namely MedPlus Insurance Brokers Private Limited. None of the Companies or otherwise were ceased to be subsidiaries, joint venture or associate, otherwise.

The statement containing the financial position of the subsidiary companies forms part of this Annual Report. The Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated financial statements, which form part of this Annual Report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during the year under review. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, which forms part of this Annual Report. The Policy for determining Material Subsidiaries is available on the Company''s website: https://www.medplusindia.com/ uploads/content/Policv-on-Material-Subsidiarv.pdf Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure-A to the Board''s report. This statement also provides details of the performance of the subsidiaries and their overall contribution to the performance of the company.

MERGERS AND ACQUISITIONS

The Board of Directors has approved the Scheme of Amalgamation of MHS Pharmaceuticals Private Limited, wholly owned subsidiary of the Company (Transferee Company) with MedPlus Health Services Limited (Transferor Company) on January 9, 2023. The Company is in the process of filing the application to NCLT for amalgamation.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

The Company has not declared any dividend so far. Thus, the Company has no unclaimed dividend to transfer to IEPF pursuant to provisions of Sections 124 and 125 of the Company''s Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended from time to time. Hence, the Company has not transferred any amount to the said fund.

BOARD OF DIRECTORS

The Company is having six Board members comprising of Mr. Gangadi Madhukar Reddy, Promoter, Chairman, MD & CEO, Mr. Atul Gupta, Non-Executive Director, Mr. Anish Kumar Saraf, Non-Executive Director, Mr. Murali Sivaraman, Non-Executive Independent Director, Mr. Madhavan Ganesan, Non-Executive Independent Director, Ms. Hiroo Mirchandani, Non-Executive Independent Director. During the year under review, there was no change/cessation

of any Director, including Independent Directors of the Company. However, pursuant to provision of Companies Act, 2013, Mr. Atul Gupta will retire by rotation as Director at the ensuing AGM and being eligible, seek re-appointment, the Board has recommended his re-appointment.

KEY MANAGERIAL PERSONNEL

Mr. Gangadi Madhukar Reddy, Chairman, MD & CEO, Mr. Sujit Kumar Mahato Chief Financial Officer and Mr. Manoj Kumar Srivastava, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel (''KMP'') of the Company pursuant to the provisions of the Companies Act, 2013.

During the year under review, Mr. Hemanth Kundavaram, Chief Financial Officer, resigned and relieved on June 5, 2022, and Mr. Sujit Kumar Mahato, appointed as the Chief Financial Officer w.e.f. November 11, 2022, and Mr. Manoj Kumar Srivastava, appointed as the Head Company Secretary and Complaince Officer of the Company wef. March 30, 2023, Ms. Shilpi Keswani demiited the office of Company Secretary and Compliance Officer of the Company w.e.f. March 30, 2023.

Declaration by the Directors and Independent Directors:

The Board of Directors and the Independent Directors contains integrity, expertise and independence to perform their services. The brief profile of Directors including Independent Directors is provided in Corporate Governance Report. The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Act confirming that they meets the criteria of independence laid down in the companies Act, Code for Independent Directors and the SEBI Listing Regulations as amended from time to time.

The Board of Directors affirms that all the Independent Directors possess the required integrity, expertise, and experience necessary for their appointment.

MEETING OF THE BOARD AND COMMITTEE

During the year under review, ten Board Meetings were held i.e. on May 02, 2022, May 30, 2022, June 29, 2022, August 10, 2022, September 02, 2022, November 11, 2022, December 26, 2022, January 09, 2023, February 03, 2023 and March 30, 2023. The details of meeting, attendance are provided in the Corporate Governance Report which forms part of this Annual Report. The maximum interval between two board meeting have not exceeded 120 days, as prescribed by the Act.

COMMITTEES OF THE BOARD

The Board of Directors having five committees i.e. Audit Committee, Corporate Social Responsibility

Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. All committees comprises of Non-Executive Independent Directors, Executive Directors.

The recommendations made by the committees were accepted and approved by the Board. A detailed composition of the Board its committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors who were inducted into the Board attended an orientation program. The details of the training and familiarization program held during the year under review are provided in the corporate governance report. All the Independent Directors are made aware of their roles and responsibilities at the time of appointment through a formal letter of appointment, which also stipulates various terms and conditions of their appointment. Details of familiarization programme are available on the website of the Company:https://www.medplusindia.com/ uploads/content/Medplus%20Familarisation%20 Prog ramme%20for%20Independendent%20 Directors.pdf

BOARD EVALUATION

The Nomination and Remuneration Committee has specified the manner and criteria for effective evaluation of performance of Board, its committees and individual directors. As per the provisions of Section 134(3)(p) of Companies Act 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board conducted an evaluation of its own performance, its Committees and Individual Directors. The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Board.

Accordingly, evaluation of the performance of the individual directors was done based on criteria such as attendance, participation in the deliberations, contribution to the discussions at the board and committee meetings, understanding of the issues involved, ability to bring in new ideas and initiatives, commitment to fulfill the obligations and responsibilities of a Director, etc. The detailed evaluation process, parameters have been explained in the Corporate Governance report. The Policy for formal evaluation of performance is uploaded on the website of the Company: https://www.medplusindia. com/uploads/content/Policy-on-Evaluation-of-Performance.pdf

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees. The details of which forms part of this Annual Report. The Company has not taken any services from credit agencies during the year under review.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 134(3)(e) and section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated Nomination and Remuneration policy to provide a framework for remuneration of members of the Board of directors of the Company, key managerial personnel, and other employees of the Company which has been disclosed in Corporate governance Report, which forms part of Annual Report. The Nomination and Remuneration Policy of the Company is available on the Company''s website: https://www.medplusindia.com/uploads/ content/Nomination-and-Remuneration-Policy.pdf

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act , 2013, the Annual Return as on March 31,2023 is available in the Company''s website https://www.medplusindia.com/ corporate.jsp

DIRECTOR''S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, confirm that:

1. in the preparation of the annual accounts for the Financial Year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation to material departures;

2. the Directors had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit of the Company for that period;

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

4. the Directors have prepared the annual accounts on a going concern basis;

5. the Directors have laid down adequate Internal Financial Controls to be followed by the Company and that such Internal Financial Control are adequate and were operating effectively during the Financial Year ended March 31, 2023;

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

INSOLVENCY PROCEEDING

During the year under review, no application made or any insolvency proceedings have been initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

RISK MANAGEMENT:

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee on a timely basis informed the members of the Board of Directors about risk assessment and minimization procedures and in the opinion of the Committee there was no risk that may threaten the existence of the Company. The Company has formulated and implemented a Risk Management policy identifying the elements of risk, and the same is available on the Company''s website: https://www.medplusindia.com/ uploads/content/Risk-Management-Policy.pdf

VIGIL MECHANISM :

The Vigil Mechanism as envisaged in the Companies Act, 2013 and Rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Company''s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. Details are available in corporate governance report which forms part of this Annual Report. The Whistle Blower Policy of the Company is available on the Company''s website: https://www.medplusindia.com/ uploads/content/Whistleblower-Policies.pdf

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ''Internal control and adequacy'' section in the Management''s Discussion and Analysis, which forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is having detailed CSR policy and the same is available on Company''s website. The detailed composition of CSR Committee is provided in the Corporate Governance Report, which forms part of the Annual Report. During the year under review, the Company was under no statutory requirement/no obligation for the expenditure as required under the Act.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time, except reported by Secretarial Auditors in their report.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on BSE Limited and National Stock Exchange of India Limited. The details are provided in the corporate governance report which form part of annual report

EVENT SUBSEQUENT TO FINANCIAL''S APPROVAL DATEPostal Ballot

The Shareholders had passed the Special Resolutions through postal ballot by means of e- voting on June 18, 2023. The detailed Postal Ballot results/resolution are mentioned in the corporate governance report which forms part of the Annual Report.

AUDITORS'' REPORT

The Statutory Auditors'' Report for Financial year 2022-2023 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

The Secretarial Auditors'' Report for Financial year 2022-23 is enclosed as Annexure C to the Board''s report, which forms part of this Annual Report.

The Secretarial Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year 2022-2023 is enclosed as Annexure E to the Board''s report, which forms part of this Annual Report.

The Secretarial Auditor''s certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available on request at the AGM, electronically.

STATUTORY AUDITORS

M/S. BSR & Associates LLP, Chartered Accountants (FRN: 116231 W/W - 1000024) who were appointed as the Statutory Auditors of the Company on October 30, 2018 for a term of five years is being ended on the ensuing AGM. The Board of Directors has proposed to appoint M/S. BSR and Co, Chartered Accountants, (FRN: 128510W) for a first term of five consecutive years from the conclusion of the ensuing 17th Annual General Meeting (AGM) until the conclusion of the 22nd Annual General Meeting (AGM) of the Company to be held in the calendar year 2028 as required under Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) rules, 2014

SECRETARIAL AUDITORS

M/s. R & A Associates, Practicing Company Secretaries were appointed, to undertake the Secretarial Audit of the Company as required under section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in term of Regulation 24A of SEBI Listing Regulations, by the Board of Directors on May 25, 2023 for Financial Year 2022-23. The Secretarial Audit Report issued in Form MR-3 is annexed to this Board''s Report as Annexure C.

INTERNAL AUDITORS

In terms of Section 138 of Companies Act, 2013 and the Companies (Accounts) Rules, 2014 M/s. Ernst & Young LLP is appointed as Internal auditors of the Company for five years w.e.f. 2023-2024.

SECRETARIAL AUDIT AND IT''S REPORT OF MATERIAL UNLISTED SUBSIDIARY

During the year under review, the Company is having three material subsidiary company i.e. Optival Health Solutions Private Limited ("OHSPL"), Sai Sridhar Pharma Private Limited("SSPPL"), and Venkata Krishna Enterprises Private Limited ("VKEPL"). The Secretarial Audit Report for the Financial year 2022-23 pursuant to section 204 of the Companies Act, 2013 issued by M/s. R & A Associates, the practicing company secretaries is attached as Annexure-C to this Report.

The observation by Secretarial Auditors in their Report and our comments are as follows:

(i) The Company has filed all the forms, except as stated herein below, as required under the Companies Act, 2013 and rules made thereunder within the applicable due dates except in a few cases wherein there has been slight delay.

(ii) The Company has passed the resolution of the board for investment of funds through circulation while pursuant to the provisions of section 179(3) of the Companies Act, 2013, the same was to be approved in the meeting of the Board. However, the circulation resolution was subsequently taken note thereof in the immediate next board meeting.

(iii) The Company is not in compliance with the provisions of Section 117(3) of the Companies Act, 2013 in respect of filing the resolution passed by the Board for investments of funds with the Registrar of Companies.

(iv) The Company, in a few of the instances, were not in compliance with the provisions of Section 118(10) of the Companies Act, 2013 read with relevant rules made thereunder in respect of circulation of draft minutes of the board and/ or committees to the Board and/or committee members.

(v) The Company was not in compliance with the provisions of Regulations 7(3) of the SEBI LODR Regulations in respect of signing of certificate by the Compliance officer of the Company.

(vi) The Company was not in compliance with the provisions of Regulations 23(2) of the SEBI LODR Regulations in respect of obtaining

prior approval of audit committee for the related party transactions for the months April, 2022 to June, 2022.

(vii) The Company, in a few of the instances, has made intimations to the stock exchanges with a delay under Regulations 23(9), 32(6) of SEBI LODR Regulations and under Regulation 76(1) of SEBI (Depositories and Participants) Regulations, 2018.

(viii) The Company was not in compliance with Regulation 47(4) of SEBI LODR Regulations in respect of publishing the information in the regional language in the regional newspaper.

Board''s Comment: The Management has assured that corrective action has been initiated to avoid such instances in future.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations, Circulars, Guidelines and Secretarial Standards issued by ICSI there under.

Pursuant to the provisions of Regulation 24A of SEBI (LODR) Regulations 2015, the Annual Secretarial Compliance Report duly signed by Ms. Rashida Adenwala ( FCS 4020) (CP No:2224) Founder Partner R & A Associates, Practicing Company Secretaries has been submitted to the Stock Exchanges where the Companies shares are Listed.

COST RECORDS AND COST AUDIT

Maintenance of cost records as specified by Central Government and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the business activities carried out by the Company in the FY 2022-23.

PARTICULARS OF EMPLOYEES

As on March 31, 2023 the Company had 22066 employees on consolidated basis. The Managing Director and CEO of the Company has not received any remuneration or commission from any of the subsidiary Companies. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage of increase in remuneration etc. along with the disclosure in relation to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 are annexed as Annexure-E to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, form part of this Report. Pursuant to Section 136(1) of the Act, this Report is being sent to the Members of the Company excluding the aforesaid information. However, copy of this statement may be obtained by the Members writing to the Company Secretary.

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

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed as Annexure-F to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (''BRSR'')

As per Ministry of Corporate Affairs (MCA) Circular/ Notification and the guidelines, framework issued by National Guidelines on Responsible Business Conduct (NGRBC) read with Regulation 34(2)(f) of SEBI Listing Regulations it is necessary to submit the Business Responsibility And Sustainability Report (earlier BRR Report).The BRSR disclosures form a part of this Annual Report as per Annexure-L

CORPORATE GOVERNANCE REPORT

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. A Report on Corporate Governance along with a Certificate from M/S. R&A Associates Practicing Company Secretaries of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company has embedded Environment, Health and Safety Standards throughout the Organization and across its value chain. The Company''s Environment, Health and Safety practices confirms to applicable local laws as well as ethical business standards. Your Company assumes its social responsibility and accountability towards environment and society as a whole in conducting its business operations. Your Company has invested and will continue to invest in the safety of all its employees and human resource surrounding it.

INDUSTRIAL RELATIONS

Industrial relations among all units of the Company have been harmonious and cordial. The employees are dedicated, motivated and have shown initiative in improving the Company''s performance. Your

Company is committed to maintaining good industrial relations with its employees, suppliers, customers and regulators throughout the conduct of its business operations. The organization''s achievements are an outcome of efforts, dedication and perseverance demonstrated by its workforce which comprises people from diverse backgrounds who have shown coordination and cooperation in their conduct. Your Board would like to express its gratitude and appreciation to the employees and people associated with the Company for demonstrating high level of commitment.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Companies Act, 2013).

5. There has been no change in the nature of business of your Company.

6. There was no change in capital structure i.e. authorized , issued, subscribed and Paid up capital of the Company

DIFFERENCE IN VALUATION

During the year under review, the Company has no borrowings, and hence the requirement of providing 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 is not applicable.

ACKNOWLEDGMENT

Your directors are grateful for the invaluable support of the customers, investors, business associates, banks, government agencies, vendors, franchisees and service providers for their services and cooperation to the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board shall always strive to meet the expectations of all the stakeholders, shareholders for the confidence they have reposed in the Board of Directors. The Directors deeply appreciate their faith and support extended to the Company and remains thankful to them.

For MedPlus Health Services Limited

Sd/-

Gangadi Madhukar Reddy

Chairman, MD & CEO DIN:00098097

Place: Hyderabad Date: August 07, 2023