Medplus Health Services Ltd

Dear Members,

Your directors have pleasure in presenting here the Nineteenth (19th) 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

PERFORMANCE OF THE COMPANY

Your Company is a leading retail pharmacy Company. During the year the total income was RS. 61,846.69 million. On standalone basis, your Company's revenue stood at RS. 7,130.97 million in the FY 2024-25 as against RS. 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 RS. 61,360.53 million in the FY 2024-25 as against RS. 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 RS.239.39 million, consisting of 11,96,93,831 equity shares of RS. 2 each, there has been no change in paid up capital except change upto RS.0.31 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 anRs. 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 anRs. 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 19th 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 exceedeRs. 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 202425, CSR Obligation of the Company was RS. 8.85 Lakhs and it incurred an expenditure of RS.8.85 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 20242025 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 20242025 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 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

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 19th 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 haRs. 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 SubSection 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 s 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 3 for the confidence they have reposed in the Board of t Directors. The Directors deeply appreciate their faith t and support extended to the Company and remains i thankful to them.