PERFORMANCE OF THE COMPANY

Your Company is the leading retail pharmacy Company. During
the year the total income was C69,637.90 million and on
standalone basis, your Company's revenue stood at C8,605.66
million in the FY 2025-26 as against C7,130.97 million in the
corresponding previous year with a growth of 20.68% from the
previous year and on consolidated basis, the revenue stood
at C68,924.66 million in the FY 2025-26 as against C61,360.53
million in the corresponding previous year with a growth of
12.33% During the year, 618 stores (net) were added to the
cluster store network of the Company as compared to 305
stores (net) in the corresponding previous year.

As on March 31,2026, the Company's total fleet of stores is 5330
as compared to 4712 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, 2026, there were over 2
lakhs active plans

TRANSFER TO GENERAL RESERVES

The Company has transferred the amount of C4.40 million From
Employee Stock Option Plan outstanding to General Reserve

for options which were lapsed during the year ended March 31,
2026.

SHARE CAPITAL

As on March 31, 2026, the paid-up Equity Share Capital of the
Company is H240.11 million, consisting of 120,054,642 equity
shares of C2 each, there has been no change in paid up capital
except change upto H99.30 million due to issuance of ESOP
during the year under review on May 27, 2025, August 02, 2025
and January 30, 2026.

DEPOSITS

The Company has not accepted any deposits from the public
within the meaning of Chapter V of the Companies Act, 2013
and the rules made thereunder during the financial year
2025-26.

Accordingly:

(a) Deposits accepted during the year: Nil;

(b) Deposits remaining unpaid or unclaimed as at the end of
the year: Nil; and

(c) There was no default in repayment of deposits or payment
of interest thereon during the year.

Further, there were no deposits which were not in compliance
with the requirements of Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts, arrangements or transactions during
the year that fall under Section 188(1) of the Companies Act,
2013. As required under Companies Act, 2013, the prescribed
Form AOC-2 is appended as Annexure-A to the Board
Report. All Related Party Transactions entered during the year
were in the ordinary course of business and on arm's length
basis. 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 AOC2 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/pdf/Policy-on-Materiality-of-
and-Dealing-with-Related-Party-Transactions.pdf .

DIVIDEND

Your directors have not recommended any dividend for the
financial year 2025-26.

DIVIDEND DISTRIBUTION POLICY

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and
its subsidiaries are prepared in accordance with Section 129(3)
of Companies Act, 2013 and IND AS 110 and 111 as specified

in Companies (Indian Accounting Standards) Rules, 2015
along with all relevant documents and the Auditors' Report
which forms part of this Annual Report. Pursuant to Section
136 of the Act, the audited financial statements, including the
Consolidated Financial Statement and related information of
the Company and the separate financial statements of each
of the subsidiary companies, are available on the Company's
website athttps://www.medplusindia.com/ .

BOARD POLICIES

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

NOMINATION AND REMUNERATION POLICY

In accordance with Section 134(3)(e) and Section 178(3) and (4)
of the Act read with Regulation 19(4) and Part D of Schedule II
to the Listing Regulations, the Board has adopted a Nomination
and Remuneration Policy (NRC Policy) on the recommendation
of the Nomination and Remuneration Committee.

The NRC Policy provides the framework for:

Criteria for identifying persons who are qualified to become
Directors and who may be appointed to senior management
positions;

Criteria for determining qualifications, positive attributes and
independence of a Director;

Policy on remuneration of Directors, Key Managerial Personnel
and senior management; and

Criteria for evaluation of the performance of the Board, its
Committees and individual Directors.

The salient features of the NRC Policy are disclosed in the
Corporate Governance Report forming part of this Annual
Report. The NRC Policy is available on the Company's
website at:https://www.medplusindia.com/uploads/content/
Nomination-and-Remuneration-Policy.pdf

POLICY ON PREVENTION OF SEXUAL HARRASMENT

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

EMPLOYEES STOCK OPTION SCHEME

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

SUBSIDIARIES

As on March 31,2026, the Company has the following Subsidiaries:

No company(ies) have become or ceased to become the Subsidiaries, joint ventures or associate companies during the year. 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-on-Material-
Subsidiary.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.

MERGERS AND ACQUISITIONS

There were no Merger and Acquisitions during the Financial Year 2025-26.

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF")

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

BOARD OF DIRECTORS
Composition Of The Board

The Board of the Company comprise of the following Directors:

* Mr. Murali Sivaraman and Mr. Madhavan Ganesan completed their respective terms as Non-Executive Independent Directors
and ceased to be Directors of the Company with effect from June 10, 2026, upon completion of their tenure.

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

In terms of Section 134(3)(b) of the Act read with the Secretarial
Standard on Meetings of the Board of Directors (SS-1), five
(5) meetings of the Board of Directors were held during the
financial year 2025-26 on the following dates:

- May 27, 2025

- August 02, 2025

- October 31, 2025

- January 30, 2026

- March 16, 2026

The maximum gap between any two consecutive Board
meetings did not exceed 120 (one hundred and twenty)
days as prescribed under the Act and Regulation 17(2) of the
Listing Regulations. The particulars of the meetings held and
the attendance of each Director are provided in detail in the
Corporate Governance Report..

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 2025¬
26. Further details are mentioned in the Corporate Governance
Report.

COMMITTEES OF THE BOARD

The Board of Directors has five committees :

- Audit Committee,

- Corporate Social Responsibility Committee,

- Nomination and Remuneration Committee,

- Risk Management Committee and

- Stakeholder's Relationship Committee.

All committees are comprised of Independent Directors and
Executive Directors.

During the year under review, the 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%20Programme%20for%20
Independendent%20Directors%20for%20FY%2025-26.pdf

BOARD EVALUATION

In terms of Section 134(3)(p) of the Act read with Rule 8(4)
of the Companies (Accounts) Rules, 2014 and Regulation
17(10) of the Listing Regulations, the Board has carried out an
annual performance evaluation of its own performance, the
performance of its Committees, the Chairman and individual
Directors (including Independent Directors).

The evaluation was conducted based on criteria laid down
by the Nomination and Remuneration Committee, covering
parameters such as attendance and participation, quality
of deliberations, contribution to Board and Committee
functioning, understanding of business risks and regulatory
environment, exercise of independent judgement, and
commitment to governance and ethics.

The Independent Directors, at their separate meeting held
during the year, also reviewed and evaluated the performance
of the Non-Independent Directors, the Board as a whole and
the Chairman, taking into account the views of the Executive
and Non-Executive Directors, as required under Schedule IV to
the Act and Regulation 25(4) of the Listing Regulations.

The Board expressed satisfaction with the overall performance
of all Directors, Committees and the Board as a whole.

Detailed evaluation methodology and outcomes are provided
in the Corporate Governance Report forming part of this
Annual Report. The Performance Evaluation Policy is available
on the Company's website at: https://www.medplusindia.com/
uploads/content/Policy-on-Evaluation-of-Performance.pdf

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors of the
Company (Statutory, Secretarial, Cost or Internal) has reported
any fraud under Section 143(12) of the Act to the Audit
Committee or the Board of Directors of the Company..

COMPANY'S POLICY ON APPOINTMENT OF DIRECTORS

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

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Companies Act , 2013, the Annual Return as on
March 31, 2026 is available on the Company's websitehttps://
www.medplusindia.com/uploads/content/MedPlus Draft
Form%20MGT-7 Annual%20Return FY2025-26.pdf

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

1. in the preparation of the annual accounts for the Financial
Year ended March 31, 2026, 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
31,2026,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, 2026;

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 31,2026.

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 repor.

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

INTERNAL FINANCIAL CONTROLS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

CORPORATE SOCIAL RESPONSIBILITY

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. The report on CSR activities are
attached as Annexure - E to this Board's Report.

During the financial year 2025-26, the requirement of CSR
Expenditure for the year 2025-26 is C18.87 million and therefore,
expenditure of C18.87 million was made under CSR during the
Financial Year 2025-26. 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 onhttps://www.medplusindia.com/
uploads/content/CSR%20Policy.pdf.

SECRETARIAL STANDARDS

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

LISTING ON STOCK EXCHANGES

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

RISK MANAGEMENT REPORT

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

AUDITORS' REPORT

The Auditors' Report for Financial year 2025-2026 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 2025-2026
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 2025-2026 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

M/s B S R and Co., Chartered Accountants (Firm Registration
No. 128510W) were appointed for a term of five consecutive
years from the conclusion of the 17^th Annual General Meeting
(AGM) until the conclusion of the 22^nd Annual General Meeting
(AGM) of the Company to be held in the Calendar year 2028 as
required under Section 139 of the Companies Act, 2013 read
with Companies (Audit and Auditors) rules, 2014.

The Statutory Auditors' Report for FY 2025-26 does not contain
any qualification, reservation or adverse remark. The notes to
the financial statements are self-explanatory and do not call for
any further comments from the Board.

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.

INTERNAL AUDITORS

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

SECRETARIAL AUDIT AND IT'S REPORT OF MATERIAL
UNLISTED SUBSIDIARY

During the year under review, the Company is having one(1)
material subsidiary company i.e. Optival Health Solutions
Private Limited ("OHSPL").

The Secretarial Audit Report for the Financial year 2025-26
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.

The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year
2025-26 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 has been appointed as Cost Auditor of the Company
for FY 2026-27 have submitted their report. Further, they were
appointed on May 20, 2026 at a remuneration of 1,50,000
(Rupees One Lakh Fifty Thousand only) for conducting the cost
audit for FY 2026-27, subject to ratification of remuneration by
members of the Company in the forthcoming Annual General
Meeting of the Company. They have confirmed that they are
free from disqualification specified under Section 141(3) and
proviso to Section 148(3) read with Section 141(4) of the Act
and that the appointment meets the requirements of the Act.
They have further confirmed their Independent status and an
arm's length relationship with the Company.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014. As on March 31, 2026, the Company had 28,872
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 G to this Report.

The statement containing names of top ten employees in terms
of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this Report. Further, the report and
the accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said
annexure is open for inspection and any Member interested
in obtaining a copy of the same may write to the Company
Secretary at cs@medplusindia.com.

COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
('BRSR')

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

ENVIRONMENT SUSTAINABILITY AND GOVERNANCE

The Company has launched ESG Vision 2030. The focus is to
steadfast on leveraging technology to battle climate change,
water management and waste management. On the social
front, the emphasis is on the development of people, especially
in the areas of digital skilling, improving diversity and inclusion,
facilitating employee wellness and experience, delivering
technology for good and energizing the communities we work
in. We are also redoubling our efforts to serve the interests of

all our stakeholders, by leading through our core values and
setting benchmarks in corporate governance.

CORPORATE GOVERNANCE REPORT

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

ENVIRONMENT, HEALTH AND SAFETY

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

INDUSTRIAL RELATIONS

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

GENERAL DISCLOSURE

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

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

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

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

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

VALUATION

During the year under review, the Company has no borrowings, and hence the requirement of providing details of difference
between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is not applicable.

ACKNOWLEDGEMENT

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

For MedPlus Health Services Limited
Gangadi Madhukar Reddy

Place: Hyderabad Chairman, MD & CEO

Date: May 20,2026 DIN: 00098097