Deccan Health Care Ltd Directors Report

To,

The Members of

DECCAN HEALTH CARE LIMITED

Your directors have pleasure in presenting their Twenty Eighth Annual Report of the Deccan Health Care Limited, along with the Audited Financial Statement (Standalone & Consolidated) for the Financial Year ended on 31 March 2024.

FINANCIAL HIGHLIGHTS:

The summarized financial highlights of the Company for the year ended 31 March 2024 vis-a-vis the previous year are as follows:

	Standalone		Consolidated
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	5972.89	4502.16	5972.89	4502.16
Other Income	1.37	1.64	1.47	1.94
Total Revenue	5974.26	4503.80	5974.36	4504.10
Expenses:
Cost of Material Consumed	3046.46	3196.46	3046.46	3196.46
Changes in Inventories of Finished Goods and	701.52	(699.56)	701.52	(699.56)
Work-in-Progress
Employee Benefit Expenses	341.27	323.92	352.38	332.26
Other Expenses	1507.72	1475.72	1497.47	1476.79
Finance Cost	6.35	11.40	8.50	11.43
Depreciation and Amortization Expenses	146.65	142.75	146.65	142.75
Total Expenses	5749.97	4450.69	5752.98	4460.13
Profit / (Loss) Before Tax	224.29	53.11	221.38	43.97
Tax Expenses:
Provision for Income Tax	85.60	21.83	85.60	21.83
Less: MAT Credit Entitlement	-	-	-	-
Deferred Tax	(13.48)	(8.47)	(13.48)	(8.47)
Profit / (Loss) after Tax	152.17	39.75	149.26	30.61
Earnings Per Share:
Basic	0.82	0.24	0.80	0.24
Diluted	0.82	0.24	0.80	0.24

Note:

1. Previous year figures have been regrouped / re-arranged wherever necessary.

2. These audited standalone & consolidated financial results for the year ended 31 March 2024 is the first annual Audited standalone & consolidated financial results after adoption of Indian Accounting Standards ("Ind AS"). Consequently, the standalone & consolidated financial results for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein.

STATE OF THE COMPANYS AFFAIRS / OPERATIONS

STANDALONE OPERATIONAL PERFORMANCE:

The company achieved a turnover (including other Income) of Rs. 5974.26 Lakhs for the year ended 31 March 2024 as compared to Rs. 4503.80 Lakhs in the previous year. The Net Profit after tax is Rs. 152.17 Lakhs as compared to the net profit after tax of Rs 39.75 Lakhs in previous year, leading to the Basic Earnings per Share of Rs. 0.82 as compared to Rs. 0.24 in previous year.

CONSOLIDATED OPERATIONAL PERFORMANCE:

On a Consolidated basis, the company achieved a turnover (including other Income) of Rs. 5974.36 Lakhs for the year ended 31 March 2024 as compared to Rs. 4504.10 in the previous year. The Net Profit after tax is Rs. 149.26 Lakhs as compared to the net profit after tax of Rs 30.61 Lakhs in f previous year, leading to the Basic Earnings per Share at Rs. 0.80 as compared to Rs. 0.24 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 2024.

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, 2024 is available on the Companys 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:

The Authorized Share Capital of the Company increased from Rs. 18,00,00,000/- (Rupees Eighteen Crore Only) divided into 1,80,00,000 (One Crore Eighty Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten each) to Rs. 26,00,00,000/- (Rupees Twenty Six Crore only) divided into divided into 2,60,00,000 (Two Crore Sixty Lacs only) Equity Shares of Re. 10/- (Rupees Ten) each by seeking the approval of members by postal ballot dated 28 September 2023.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL AND ALLOTMENTS:

The details of Allotment of Equity Shares made during the Financial Year 2023-24 are given as under:

During the Financial Year 2023-24, the Company issued 33,33 000 , 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 Preferential	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 Issue	1,70,43,180	33,33,000	10	30	12-Oct-23	2,03,76,180	19-Oct-23	01-Nov-23

During the Financial Year 2023-24, the Company issued 53,7 3,000 Convertible Equity Warrants at a price of Rs. 30/- per Warrant (convertible into equivalent number of fully paid up Equity Shares of 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 Converti ble Equity Warrant s Allotted	Face Value (Rs.)	Price per Share (Rs.)	Date of Allotme nt	Post Issue Paid Up Capital (No. of Equity Shares) Assuming full conversion of warrants into equity	Date of Listing Approval	Date of Trading Approval
1 Preferential Issue	2,03,76,180	53,73,000	10	30	12-Oct-23	2,57,49,180	NA	NA

As on 31 March 2024, the paid-up capital of the Company is Rs. 20,37 61 , ,800/- (Rupees Twenty Crore Thirty Seven Lakh Sixty One Thousand Eight Hundred Only) divided into 2,03,76,180 (Two Crore Three Lakh Seventy Six Thousand One Hundred Eighteen) Equity Shares of Rs. 10/- each. After the Closure of FY 2023-24, The Company received Rs. 1,35,97 492.5 , /- being 75% of consideration amount on 28 June 2024, upon conversion of Convertible Warrants and exercise of option by the warrant holders, the Company has converted such 6,04,333 Convertible Warrants into 6,04,333 Equity Shares of Rs. 10/- each as on 12 July 2024. At present, the paid-up share capital of the Company is Rs. 20,98 ,05,130/- (Rupees Twenty Crore Ninety Eight Lakh Five Thousand One Hundred Thirty Only) divided into 2,09,80,513 (Two Crores Nine Lakh Eighty Thousand Five Hundred Thirteen) Equity Shares of Rs. 10/- each. 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 2023-24, 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 Rs. 14,02,87,500/- (Rs. 99,99,0000/- being Full consideration of 33,33,000 Equity Share Issue at Rs. 30/- per shares (face value of Rs. 10/- each at a premium of Rs. 20/- each) and 4,02,97,500/- being Initial Consideration i.e. 25% total consideration amount, against the allotment of 53,73,000 Convertible Warrants.) The entire funds of Rs. 14,02,87,500/- have been utilized in the manner as proposed in the Offer Document/ Special resolution proposed vide Postal ballot notice dated 29 August 2023 was approved by the shareholders.

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)	999.9	999.9
2 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. (Initial Consideration i.e. 25% of the total consideration amount against the warrant issue price)	402.98	402.98

Further, there was no deviation/variation in the utilization of the funds raised through Preferential Issue.

INSURANCE:

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

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there is no change of registered office of the Company.

After the end of the financial year and before the date of this report the Company has changed its registered office w.e.f. 29 May 2024. The Registered Office of the Company is situated at 6-3-347/17/5/A/Back Position, Dwarakapuri Colony, Punjagutta, 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 [MDA]:

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, 2024, the Company has nine 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 five are Independent Directors. The Composition of the Board of Directors as on March 31, 2024 was as follows:

S. No Name of the Director	Category
1 Dr. Minto Purshotam Gupta	Chairman and Managing Director (Promoter)
2 Ms. Meenakshi Gupta	Non-Executive Director (Promoter Group)
3 Mr. Ravi Ram Prasad	Non-Executive Director
4 Ms. Ruchi Khattar	Independent Director
5 Ms. Kandlakunta Samhitha	Independent Director
6 Mr. Viraj Shaileshkumar Shah	Independent Director
7 Mr. Umanja Venkata Satya Siva Sriharikolla	Additional Director (Non-Executive)*
8 Mrs. Bhavika Sanghani	Additional Director (Independent)*
9 Mr. Ramesh Kumar	Additional Director (Independent)**

During the year, the Members approved the following appointment and re-appointment of Directors:

Mrs. Meenakshi Gupta (DIN: 00574624), 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 27th Annual General Meeting held on September 27, 2023.

Mr. Viraj Shaileshkumar Shah (DIN: 10070984), was regularized as Director, designated as ‘Independent Director, for a term of 5 years commencing from March 13, 2023 by the Members in the 27th Annual General Meeting held on September 27, 2023.

*Mr. Umanja Venkata Satya Siva Sriharikolla (DIN: 01638116) and Mrs. Bhavika Sanghani (DIN: 10492381), were appointed as the Additional Directors under ‘Non-Executive Non-Independent Category and ‘Non-Executive Independent Category, w.e.f. February 06, 2024, and after the end of the financial year such appointments were also approved by the Members.

**Mr Ramesh Kumar (DIN: 10480812), was appointed as the Additional Director under ‘Non-Executive Independent Catagory, w.e.f. March 11, 2024, and after the end of the financial year such appointment was also approved by the Members.

Mr. Ravi Ramprasad (DIN: 03077288) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders approval for his 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, Mr. Parth H Palera, Chief Financial Officer and Ms. Vaishali Gagnani, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024.

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, Ms. Ruchi Khattar, Ms. Samhitha Kandlakunta, Mr. Viraj Shaileshkumar Shah, Mrs. Bhavika Sanghani and Mr. Ramesh Kumar 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:

Eleven 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, 2024 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. Ms. Ruchi Khattar	Independent Director & Chairman of the Committee
2. Ms. Smahitha Kandlakunta	Independent Director & Member of Committee
3. Mrs. Meenakshi Gupta	Non – Executive Director & Member

During the Financial Year under review, the Audit Committee met Eight (8) times on 30 May 2023, 26 June 2023, 14 August 2023, 28 August 2023, 01 September 2023, 12 October 2023, 11 November 2023 and 06 February 2024 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. Ms. Smahitha Kandlakunta	Independent Director & Chairman of the Committee
2. Ms. Ruchi Khattar	Independent Director & Member of Committee
3. Mrs. Meenakshi Gupta	Non – Executive Director & Member

During the Financial Year under review, the Nomination & Remuneration Committee met Four (4) times i.e. 16 June 2023, 01 September 2023, 18 December 2023 and 03 February 2023 respectively 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. Ms. Ruchi Khattar	Independent Director & Chairman of the Committee
2. Ms. Smahitha Kandlakunta	Independent Director & Member of Committee
3. Mrs. Meenakshi Gupta*	Non – Executive Director & Member

During the Financial Year under review, Stakeholder Relationship Committee meetings met once i.e. 11 November 2023 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. Ms. Ruchi Khattar	Independent Director & Chairman of the Committee
2. Ms. Smahitha Kandlakunta	Independent Director & Member of Committee
3. Mrs. Meenakshi Gupta	Non – Executive Director & Member

During the Financial Year under review, the Corporate Social Responsibility Committee met One (1) times i.e. on 29 March 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

M/s Keyur Shah & Associates, Chartered Accountant (FRN-333288W) has been appointed as Statutory Auditor of the Company from the conclusion of the Board Meeting dated June 29, 2023, as previous Auditor has placed their resignation w.e.f. May 30, 2023. The Appointment has been rectified by the members to hold the office from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company in terms of the provisions of Section 139 and 141 of the Act.

Pursuant to the notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, the requirement for ratification of appointment of Auditors by the shareholders at every Annual General Meeting has been done away with. Further, the Auditors have confirmed their eligibility under 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 auditors 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 2023-24. 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.

INTERNAL AUDITORS

The Board of Directors had in their meeting held on 31 July 2024 have appointed M/s. Malay Agarwal, Chartered Accountants (M. no. 437347), as Internal Auditors of the Company for the Financial Year 2024-25.

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 Companys 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 behaviour 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 Companys 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	Yet not appointed

*Deccan Better Living INC, a stock Corporation has been incorporated in USA as a subsidiary of Deccan Health care Limited during the financial year under review. Further No company ceased to be its Subsidiaries, joint ventures or associate companies during the year under review.

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 Companys 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 2023-24 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.

The Company has adopted Indian Accounting Standards notified under section 133 of the Act, read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) ("Ind AS") with effect from 1 April 2023 (1 April 2022 being the transition date) and prepared the first set of Financial Statements under Ind AS framework in the current year.

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 Arms 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 2023-24 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 Companys 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 2023-24, the Company has paid sitting fees of Rs. 1,20,000/- 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 Companys 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 Companys 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 COMPANYS OPERATION:

There has been no significant and material Order passed by the Regulators or Courts or Tribunals in the FY 2023-24, impacting the going concern status of the Companys 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.

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.