Medplus Health Services board commented on an exchange fine levied for non-compliance with Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, regarding the appointment of an independent director.

The company disclosed the board’s response in a communication to the BSE and NSE on September 10, 2026. The matter concerned the appointment of Mr. Ajit Pandurang Rangnekar as a Non-Executive Independent Director after he attained the age of 75 years.

Board’s Explanation

The board noted that the non-compliance arose from a bona fide interpretational difference regarding the applicability of the relevant provision. It emphasized that the issue was not due to any willful or process-related default.

The company stated that the proposal for the appointment was placed before shareholders at the Annual General Meeting held on August 17, 2026. Shareholders approved the appointment via a special resolution, thereby complying with the requirement for shareholder approval.

Compliance Measures

The board directed management to ensure adherence to all applicable governance requirements. It also instructed the strengthening of relevant systems and processes to prevent recurrence of such non-compliance in the future.

The submission was made in accordance with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026, issued on July 11, 2023, and last updated on January 30, 2026.

MedPlus Health Services board has approved the acquisition of the remaining 0.01% stake in Optival Health Solutions Private Limited, consolidating full ownership of its material subsidiary.

Board decision on Optival Health Solutions stake

The Board of Directors of MedPlus Health Services Limited, meeting on September 10, 2026, approved the purchase of the residual 0.01% shareholding from existing shareholders. This transaction increases MedPlus’s stake from 99.99% to 100%, making Optival Health Solutions a wholly owned subsidiary.

The approval was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with clause 1 of Para A of Part A of Schedule III. The company also referenced SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, for detailed disclosures.

Transaction details

The following table summarises the key details of the announced transaction:

Target entity profile

Optival Health Solutions Private Limited operates in the pharmacy retail sector and is classified as a material subsidiary of MedPlus. Incorporated on July 11, 2005, with its registered office in Hyderabad, Telangana, the entity has shown consistent turnover growth over the past three years.

As on March 31, 2026, Optival had an authorised share capital of ₹210 crore and paid-up share capital of ₹209.80 crore. The acquisition is expected to be completed at the earliest, subject to requisite documentation and dematerialisation formalities.