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You can view full text of the latest Director's Report for the company.

BSE: 542248ISIN: INE452W01019INDUSTRY: Hospitals & Medical Services

BSE   ` 10.90   Open: 11.00   Today's Range 10.78
11.26
-0.15 ( -1.38 %) Prev Close: 11.05 52 Week Range 10.78
24.40
Year End :2025-03 

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

FINANCIAL HIGHLIGHTS:

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

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from Operations

7513.19

5972.89

7505.79

5972.89

Other Income

0.57

1.37

0.57

1.47

Total Revenue

7513.76

5974.26

7506.36

5974.36

Expenses:

Cost of Material Consumed

4096.37

3046.46

4088.97

3046.46

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

660.78

701.52

660.78

701.52

Employee Benefit Expenses

434.82

341.27

444.21

352.38

Other Expenses

2002.22

1507.72

1996.70

1497.47

Finance Cost

7.39

6.35

7.42

8.50

Depreciation and Amortization Expenses

145.26

146.65

145.26

146.65

Total Expenses

7346.84

5749.97

7343.34

5752.98

Profit / (Loss) Before Tax

166.92

224.29

163.02

221.38

Tax Expenses:

Provision for Income Tax

57.01

85.60

57.01

85.60

Less: MAT Credit Entitlement

-

-

-

-

Deferred Tax

(9.88)

(13.48)

(5.12)

(0.03)

Profit / (Loss) after Tax

119.79

152.17

115.87

149.26

Earnings Per Share:

Basic

0.56

0.82

0.54

0.80

Diluted

0.47

0.82

0.45

0.80

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

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

CONSOLIDATED OPERATIONAL PERFORMANCE:

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

SEGMENT REPORTING:

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

COMPANY BACKGROUD:

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

TRANSFER TO RESERVES:

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

DIVIDEND:

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

CHANGE IN THE NATURE OF BUSINESS:

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

ANNUAL RETURN

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

SHARE CAPITAL:

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

AUTHORIZED CAPITAL:

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

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

ISSUED, SUBSCRIBED & PAID-UP CAPITAL AND ALLOTMENTS:

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

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

Sr

No

Kind of
Issue

Pre Issue
Paid Up
Capital (no
of Equity
Shares)

No. of
Equity
Shares
Allotted

Face

Value

(Rs.)

Price

per

Shares

(Includi

ng

Premiu

m)

Date of
Allotme
nt

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

Date of
Listing
Approval
from BSE

Date of
Trading
Approva
l from
BSE

1

Preferential

Issue

2,03,76,18

0

6,04,333

10

30

12-Jul-

24

2,09,80,513

07-Aug-

24

21-Aug-

24

2

Preferential

Issue

2,09,80,51

3

8,53,334

10

30

21-Oct-

24

2,18,33,847

06-Nov-

24

13-Nov-

24

3

Preferential

Issue

2,18,33,84

7

8,32,000

10

30

21-Dec-

24

2,26,65,847

14-Jan-25

23-Jan-

25

4

Preferential

Issue

2,26,65,84

7

7,59,666

10

30

14-Feb-

25

2,34,25,513

25-Mar-

25

11-Apr-

25

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

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

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

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

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

UTILIZATION OF FUNDS RAISED UNDER PREFERENTIAL ISSUE:

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

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

(Rs. in Lakhs)

Sr. No.

Original Object

Original

Allocation

Funds

Utilized

1

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

846.98

686.10

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

INSURANCE:

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

CHANGE IN THE REGISTERED OFFICE:

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

MATERIAL CHANGES AND COMMITMENTS:

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

MANAGEMENT DISCUSSION AND ANALYSIS fMDAl:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

S. No

Name of the Director

Category

1

Dr. Minto Purshotam Gupta

Chairman and Managing Director (Promoter)

2

Meenakshi Gupta

Non-Executive Director (Promoter Group)

3

Ravi Ram Prasad

Non-Executive Director

4

Umanja Venkata Satya Siva Srihari Kolla

Non-Executive Director

5

Ruchi Khattar

Independent Director

6

Samhitha Kandlakunta

Independent Director

7

Viraj Shaileshkumar Shah

Independent Director

8

Bhavika Sanghani

Independent Director

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

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

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

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

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

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

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

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

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

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

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

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

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

NUMBER OF MEETINGS OF BOARD:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b) the Directors have selected such accounting policies as mentioned in Notes to the Financial Statements
have been selected and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at
March 31, 2025 and of the profit of the Company for the year ended on that date;

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

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

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

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

BOARD COMMITTEES:

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

1. AUDIT COMMITTEE:

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

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Samhitha Kandlakunta

Independent Director & Member of Committee

3.

Meenakshi Gupta

Non - Executive Director & Member

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

2. NOMINATION & REMUNERATION COMMITTEE:

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

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Samhitha Kandlakunta

Independent Director & Chairman of the Committee

2.

Ruchi Khattar

Independent Director & Member of Committee

3.

Meenakshi Gupta

Non - Executive Director & Member

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

3. STAKEHOLDER RELATIONSHIP COMMITTEE:

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

The Composition of the Committee is as under:

S. No.

Name of Director

Designation

1.

Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Samhitha Kandlakunta

Independent Director & Member of Committee

3.

Meenakshi Gupta

Non - Executive Director & Member

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

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

The composition of the committee is as under:

S. No.

Name of Director

Designation

1.

Ruchi Khattar

Independent Director & Chairman of the Committee

2.

Samhitha Kandlakunta

Independent Director & Member of Committee

3.

Meenakshi Gupta

Non - Executive Director & Member

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

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

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

AUDITORS AND AUDIT REPORT

STATUTORY AUDITORS

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

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

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

SECRETARIAL AUDITORS

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

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

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

COST RECORDS:

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

CORPORATE GOVERNANCE:

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

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

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

PARTICULARS OF EMPLOYEES:

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

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

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

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

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

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

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

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

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

FAMILIARISATION AND INDUCTION PROGRAM FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

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

RISK MANAGEMENT

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

SUBSIDIARY COMPANIES:

The details of subsidiaries of the Company are given below:

Sr.

No.

Name of the Subsidiaries and
Address of Registered Office

Place of
incorporation

Nature of Business

Date of
Incorporation

Statutory

Auditor

1

Beyoungstore Private Limited
(Wholly Owned Subsidiary)

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

Dwarakapuri Colony
Punjagutta, Hyderabad TG
500082 India

India

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

12 May 2020

Keyur Shah &
Co

2

Deccan Better Living INC*

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

USA

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

02 February
2024

NA

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

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

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

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

STANDALONE & CONSOLIDATED FINANCIAL STATEMENTS:

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

TRANSACTIONS WITH RELATED PARTIES:

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

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

HUMAN RESOURCES:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

CREDIT RATING:

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

DEPOSITS FROM PUBLIC:

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY THEREOF:

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

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

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

PROHIBITION OF INSIDER TRADING:

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

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

DISCLOSURE OF ACCOUNTING TREATMENT

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

VIGIL MECHANISM:

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

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

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

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

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

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

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

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

ONE TIME SETTLEMENT AND VALUATION:

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

WEBSITE:

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

ACKNOWLEDGEMENTS:

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

By order of the Board of Directors of

Date: 04 September 2025 DECCAN HEALTH CARE LIMITED

Place: Hyderabad

Registered Office: Dr. Minto Purshotam Gupta Meenakshi Gupta

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

Managing Director Director

Dwarakapuri Colony, Somajiguda,

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