Medplus Health Services Ltd Directors Report

Dear Members,

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

FINANCIAL HIGHLIGHTS

Particulars	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 RS 56,648.63 million. On standalone basis, your Companys revenue stood at RS 4,670.30 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 RS 56,248.55 million in the FY 2023-24 as against RS 45,575.76 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 Companys 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 arms length basis. The Policy on Materiality of and dealing with Related Party Transactions is available on the Companys 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 Companys 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 Companys 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 Boards 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 Companys 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 Boards Report as

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 Companys 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 Boards 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 Companys 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 Stakeholders 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.

COMPANYS 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 Companys 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 Companys website https://www.medplusindia.com/ uploads/content/MedPlus Draft%20Form MGT 7 Annual Return FY2023-24.pdf

DIRECTORS 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 Companys 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 Companys 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 nys 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 Companys 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 Managements 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 Companys 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 FINANCIALS 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 Boards Report, which forms part of this Annual Report.

The Auditors 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 Auditors 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 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

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 Boards 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 ITS 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 arms 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 Companys 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 Companys 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 organizations 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.